Exhibit 10.12


 


PROLOGIS
CLEAR LEASE


 


Simplify
your lease. Simplify your business.


 


THIS LEASE
is made between Landlord and Tenant as of the Effective Date below.


 


	1.	General Defined Terms.	 	 	 	 	 	 
	 	 	 		 	 	 
	 	a)	Effective Date:	08 February 2022 	 , 20___	 	 
	 				 	 
	 	b)	Landlord:	Prologis, L.P., a Delaware
    limited partnership	 
	 	 	 	 	 
	 	c)	Landlord Notice Address:	Prologis	 	 	With copy to: 	Prologis
	 	 	 	5520 Kietzke Ln., Suite 230	 	1800 Wazee Street
	 	 	 	Reno, Nevada	 	 	Suite 500
	 	 	 	89511	 	 	 	Denver, Colorado 80202
	 	 	 	Attn: Market Officer	 	Attn:
General Counsel
	 	 	 	 	 	 
	 	d)	Tenant:	Dragonfly Energy Corporation,
    a Nevada corporation
	 	 	 	 
	 	e)	Tenant Notice Address:	1190 Trademark Drive	With copy to:	 
	 	 	 	#108	 	 	 	 
	 	 	 	Reno, Nevada 89521	 	 
	 	 	 	Attn: General Counsel	 	 
	 	 	 	 	 
	 	f)	Premises:	That portion of the Building containing approximately 390,240 rentable square feet as shown on  Exhibit A.
	 	 	 	 	 	 
	 	g)	Building:	Damonte Ranch 4 

(address to be assigned upon
    Building completion)
	 	 	 		 
	 	h)	Project:	Prologis Park Damonte Ranch	 	 
	 	 	 	 	 	 
	 	i)	Tenant’s Proportionate Share
    of Taxes:	100.00%	 	 	 	 	 
	 	 		 	 	 	 	 	 
	 	j)	Lease Term:	Beginning on the Commencement
    Date and ending on the day which is 124 full calendar months
    following the Commencement Date (the “Expiration Date”).
	 	 	 		 	 	 	 
	 	k)	Commencement Date:	Upon
    Substantial Completion of construction
    of the Building (where “Substantial
    Completion of construction of the Building” shall mean and refer
    to the occurrence of: (a) Landlord’s receipt of permit sign-offs for the
    Building, and (b) the certification by the construction project architect that
    the Building is substantially completed except for punch list items which
    do not prevent in any material way the use of the Building for the purposes
    for warehouse use). 
	 	 	 		 	 
	 	l)	Monthly
    Base Rent:	 	Period	 	Monthly
    Base Rent
	 	 	 	Month 1	through	Month 4	*USD$230,241.60
	 	 	 	Month 5	through	Month 12	USD$230,241.60
	 	 	 	Month 13	through	Month 24	USD$237,148.85
	 	 	 	Month 25	through	Month 36	USD$244,263.32
	 	 	 	Month 37	through	Month 48	USD$251,591.22
	 	 	 	Month 49	through	Month 60	USD$259,138.96
	 	 	 	Month 61	through	Month 72	USD$266,913.13
	 	 	 	Month 73	through	Month 84	USD$274,920.52
	 	 	 	Month 85	through	Month 96	USD$283,168.14
	 	 	 	Month 97	through	Month 108	USD$291,663.18
	 	 	 	Month 109	through	Month 120	USD$300,413.08
	 	 	 	Month 121	through	Month 124	USD$309,425.47
	 	 	 	*Base Rent is abated during
    this period. Monthly FOE and Taxes will be due as provided in this Lease
    during this period.
	 	 	 	 






	 	m)	Monthly Fixed Operating Expenses 	Operating Expenses:	 	USD$21,892.46
	 	 	(“Monthly FOE”):	Capital Repairs/Replacements: 	 	USD$2,107.30
	 	 	 	Total Monthly FOE: 	 	USD$23,999.76



 


	 	n)	Annual
    FOE Increase:	2.40%
	 	 	 	 
	 	o)	Monthly
    Taxes (Initial Estimate):	USD$21,463.20


 


	PLD Property ID: [ren00891]	
	 	 
	[NV]	 
	 	 







    	 	- 1 -	 



     


    

 


	 	p)	Security
    Deposit:	USD$275,704.56
    in the form of Cash
	 	 	 	 
	 	q)	Landlord
    Broker:	CBRE
    – Dan Buhrmann
	 	 	 	 
	 	r)	Tenant Broker:	Kidder
    Mathews Inc. – Steve Kucera
	 	 	 	 
	 	s)	Exhibits:	Exhibit A	-   Site
    Plan
	 	 	 	Exhibit B	-   Project
    Rules and Regulations
	 	 	 	Exhibit C	-   Nevada
    Notice of Non-Responsibility
	 	 	 	Exhibit D	-   One
    Renewal Option at Market
	 	 	 	Exhibit E	-   Storage
    and Use of Permitted Hazardous Materials


 


2.   Granting
Clause. In consideration for performance of Tenant’s obligations under this Lease, Landlord leases to Tenant, and Tenant
takes from Landlord, the Premises for the Lease Term, subject to the provisions of this Lease. Tenant represents and warrants to Landlord
that the individual executing this Lease on behalf of Tenant is authorized to do so, and Tenant has taken all necessary actions for this
Lease to be binding and enforceable.


 


3.   Acceptance
of Premises. Tenant accepts the Premises in its “as-is” condition as of the Commencement Date. Tenant waives any
implied warranty that the Premises is suitable for Tenant's intended purposes. Within 10 days after request, Tenant shall execute
and deliver to Landlord a certificate stating the Commencement Date of the Lease and the end of the Lease Term. Occupation of the
Premises by Tenant prior to the Commencement Date shall be subject to all obligations of Tenant under this Lease except for the
payment of Monthly Base Rent, Monthly FOE, and Monthly Taxes.


 


Landlord
represents and warrants, to its knowledge, that as of the Commencement Date the Premises’ HVAC, electrical, plumbing and other
mechanical systems are in good working order and Landlord warrants such systems for a period of six (6) months from the Commencement
Date; provided, however, that such warranty shall not be effective for any maintenance, repairs or replacements necessitated due to the
misuse of, or damages caused by, Tenant, its employees, contractors, agents, subtenants, or invitees.


 


4.   Use.
The Premises shall be used only for the purpose of receiving, storing, shipping, and selling (but specifically excluding retail selling)
products, and for such other incidental lawful uses; furthermore, with respect to the materials itemized in Exhibit E and pursuant
to the terms thereof, Tenant’s use may include manufacturing and assembly. Tenant shall not conduct any public sale at the Premises,
use the Premises as a place of public accommodation under the Americans With Disabilities Act or any other Legal Requirements, or permit
any nuisance at the Premises. Tenant shall use the Premises in compliance with all federal, state, and local laws, orders, judgments,
ordinances, regulations, codes, permits, licenses, covenants, and restrictions now or hereafter applicable to the Premises (collectively,
 "Legal Requirements"). Tenant shall, at its expense, make any alterations or modifications to the Premises or Project
that are required by Legal Requirements due to Tenant's specific use or occupation of the Premises.


 


5.   Monthly
Base Rent and Monthly FOE. Upon execution of this Lease, Tenant shall pay to Landlord the first payment of Monthly Base Rent,
Monthly Taxes, and Monthly FOE payable under the Lease, and thereafter Tenant shall pay all such payments in advance, without demand,
no later than the first day of each calendar month following the Commencement Date (prorated for any fractional calendar month). Effective
on the same date that Monthly Base Rent is increased following any abatement period as provided in Section  1, the Monthly FOE shall
be automatically increased by the Annual FOE Increase set forth in Section  1. Tenant shall make all payments to Landlord (or to
such other party or at such location as Landlord may from time to time specify in writing) by Electronic Fund Transfer or Automated
Clearing House. Tenant’s payment obligations and Landlord’s obligations under this Lease are independent obligations. Tenant
shall not abate, reduce, or set-off any amounts payable except as may be expressly provided in this Lease. Without limiting Landlord’s
other rights and remedies, if Tenant is delinquent in any payment due for more than 5 days, Tenant shall pay to Landlord on demand as
a late charge (and not as a penalty) an amount equal to five percent (5%) of the delinquent sum.


 


The
Monthly FOE payable by Tenant shall be Tenant’s reimbursement for Landlord’s costs with respect to insurance premiums as
provided in Section  9, Landlord's repair and maintenance obligations as provided in Section  10, and the property management
fee.


 






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6.   Security
Deposit. Tenant shall pay Landlord the Security Deposit upon execution of this Lease as security for the performance of
Tenant's obligations. The Security Deposit is not an advance rental deposit, or a measure of Landlord's damages arising from an
Event of Default (as hereinafter defined). Upon any Event of Default, Landlord may use the Security Deposit to satisfy
Tenant’s obligations under this Lease, without prejudice to any other remedy provided herein or by law. Tenant shall pay
Landlord, no later than 10 days from demand, an amount that will restore the Security Deposit to the amount required under this
Lease. Landlord's obligation with respect to the Security Deposit is that of a debtor, not a trustee. The Security Deposit shall be
the property of Landlord, and any remaining amount of the Security Deposit shall be paid to Tenant no later than 30 days after
Tenant's obligations under this Lease have been fulfilled. Landlord shall not be required to keep the Security Deposit separate from
its general accounts, and no interest shall accrue thereon.


 


7.   Utilities.
Tenant shall pay the utility provider directly for all separately metered or contracted utilities serving the Premises, along with
any taxes, penalties, or surcharges related thereto. Water and sewer services are included in the Monthly FOE, and Tenant agrees to
limit use of water and sewer to amounts consistent with normal restroom, break room, and office use. Notwithstanding the foregoing,
provided that such utilities are priced at, or below, local utility provider rates, Landlord may elect to deliver gas and electric
utility services to Tenant directly, or through an intermediary, including Landlord holding the utility accounts, and Tenant shall
reimburse Landlord for Tenant’s consumption no later than thirty (30) days from receipt of demand. In the event Tenant’s
use of water and sewer services materially exceeds the foregoing, Landlord may separately meter the water and sewer services, at
Tenant’s expense, and may require Tenant to pay the service provider directly. Landlord shall have no liability to Tenant with
respect to any interruptions or failures of utilities.


 


8.   Taxes.
Subject to reimbursement as provided below, Landlord shall pay all taxes, assessments, governmental charges, fees or payments to a governmental
authority in lieu of taxes, and fees payable to tax consultants and attorneys for consultation and contesting taxes that accrue during
the Lease Term against the tax parcel on which the Premises is located (collectively, "Taxes"). In addition, Taxes shall
include all capital levies, or other taxes assessed upon the rent payable to Landlord under this Lease, and any franchise tax, excise,
use, margin, transaction, sales or privilege tax, assessment, levy or charge measured by or based upon such rent, or the value of the
Premises and/or the Project; provided, however, in no event shall Tenant be liable for any income taxes imposed on Landlord unless such
income taxes are in substitution for any Taxes. If any tax is levied or assessed directly against Tenant, or results from any Tenant-Made
Alterations (defined below), property, contents, or fixtures placed in the Premises by Tenant, then Tenant shall pay such tax directly
to the taxing authority, even if levied or assessed against Landlord.


 


Along
with each payment of Monthly Base Rent under this Lease, Tenant shall pay Landlord one-twelfth (1/12) of Tenant's Proportionate Share
of Taxes as estimated by Landlord from time to time. Tenant shall be responsible only for Tenant’s Proportionate Share of actual
Taxes in any calendar year. Each year, within ninety (90) days of the final determination of Taxes for the prior year, Landlord shall
provide Tenant with reasonable documentation of the Taxes for such period, together with a reconciliation statement showing the Taxes
paid by Tenant and the actual Taxes for such period; any difference between Tenant’s estimated payments and Tenant’s Proportionate
Share of actual Taxes will be reconciled annually by either: (a) Tenant paying Landlord, or (b) Landlord paying Tenant, such
amounts to true-up the differences, each within thirty (30) days after such determination. Tenant's Proportionate Share may be as adjusted
by Landlord for future changes in the physical size of the Premises, Building, or Project. The Monthly Taxes is an estimate only, actual
Taxes may vary.


 


9.  
Insurance. During the Lease Term, Landlord shall maintain all risk property insurance covering the replacement of the Building
and commercial general liability insurance on the Project. Landlord’s insurance may be included in a blanket policy or captive
insurance program. Tenant will not use the Premises in any manner that would void Landlord's insurance.


 


During
the Lease Term, Tenant shall maintain the following insurance policies at Tenant’s expense and without limiting Tenant’s
liability under this Lease: (a) commercial general liability, on an occurrence basis, having a minimum limit of $2,000,000 per occurrence
naming Landlord, Prologis, Inc., and its property manager as additional insureds; (b) all-risk property covering the full replacement
cost of all property and improvements placed in the Premises by, or on behalf of, Tenant; (c) workers’ compensation as required
by the applicable state statute which shall include a waiver of subrogation in favor of Landlord Parties; (d) employers liability
of not less than $1,000,000, and (v) business automobile liability having a combined single limit of not less than $2,000,000 per
occurrence insuring Tenant against liability arising out of the ownership, maintenance, or use of any owned, hired or non-owned vehicles.
Tenant’s insurance shall provide primary and non-contributory coverage to Landlord Parties with respect to Tenant’s indemnity
obligations under this Lease. Tenant’s insurance requirements may be satisfied by a combination of primary and excess policy limits
or an umbrella policy. Tenant shall provide Landlord with certificates of such insurance prior to Tenant taking possession of the Premises,
and thereafter prior to the expiration of the insurance coverage, or 15 days following Tenant’s receipt of Landlord’s request.


 






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The
all-risk property insurance obtained by Landlord and Tenant shall include a waiver of subrogation in connection with any insured loss
by the insurers and all rights based upon an assignment from its insured, against Landlord, or its agents, employees, contractors, or
property manager (collectively the “Landlord Parties”), or Tenant, its agents, employees, contractors, subtenants,
assigns, or invitees (collectively the “Tenant Parties”). No Landlord Parties or Tenant Parties shall be liable to
any other, for any loss coverable by all risk property insurance, and each party waives claims against the Landlord Parties and Tenant
Parties (as applicable) for such loss. Notwithstanding anything contained herein to the contrary, Tenant shall be responsible for all
contents, owned or unowned, places in the Premises by, or on behalf of, Tenant. The failure of either party to insure its property shall
not void this waiver. The Landlord Parties and Tenant Parties waive any claims against the other for business interruption loss from
any cause whatsoever, including damage caused in whole or in part, directly or indirectly, by the negligent acts of the other party (but
subject to Legal Requirements with respect to the non waive-ability of gross negligence or intentional misconduct of either party)..
Notwithstanding the foregoing, with respect to any damage to the Project caused by Tenant Parties, Tenant shall pay Landlord’s
all-risk property insurance deductible, not to exceed $25,000 per occurrence, within thirty (30) days following demand.


 


10.  Landlord's
Repairs and Maintenance. Landlord shall maintain, repair, and replace as reasonably necessary to keep in good working order the
following elements of the Project which serve the Building: (a) structural elements of the Building, (b) roof (including roof
membrane), (c) exterior walls, (d) parking areas (including snow removal to the extent consistent with market practice), driveways,
landscaping, (e) exterior lighting, (f) Building fire sprinkler system, (g) plumbing, water and sewer lines (excluding
any Tenant specialized plumbing), (h) water heater, (i) restroom and breakroom fixtures existing as of the Commencement Date,
(j) office area ceiling tiles, (k) windows, (l) demising wall, (m) ventilation, and air conditioning units serving
the office area of the Premises (the “Office HVAC”), and (m) exterior louvers and ventilation fans for standard
warehouse air changes, heating and evaporative cooler systems serving the warehouse area of the Premises (the “Warehouse Systems”).
Landlord shall also complete a bi-annual preventative maintenance service of all dock doors, dock levelers, and dock bumpers. Landlord’s
obligations for repair and replacements under this Lease shall expressly exclude any damage resulting from the misuse or damage by Tenant
Parties, and, subject to Sections 9 and 15, Tenant shall reimburse Landlord no later than thirty (30) days from demand the cost of any
repair or replacement resulting from damage or misuse by Tenant Parties. Tenant shall promptly give Landlord written notice of any repair
required by Landlord.


 


11.  Tenant's
Repairs. Subject to Landlord's obligations in Section  10, and subject to Sections 9 and 15, Tenant, at its expense, shall
maintain, repair, and replace in good working order all areas, improvements and systems exclusively serving the Premises including floor
slab, doors, and Tenant HVAC and related components. “Tenant HVAC” means HVAC systems installed by Tenant, specialty
HVAC equipment (including IT room HVAC), and warehouse air conditioning systems (other than the Warehouse Systems) including temperature-controlled
product systems. In addition, Tenant, at Tenant’s expense, shall repair and replace in good working order the dock doors, dock
levelers, and dock bumpers serving the Premises. If Tenant fails to perform any Tenant maintenance, repair, or replacement required under
this Lease within 30 days from demand, Landlord may perform such work and Tenant shall reimburse Landlord for such costs within 30 days
after demand along with a 5% administrative fee.


 


12. Tenant-Made
Alterations and Trade Fixtures. Tenant must obtain Landlord’s written consent for any alterations or improvements made
to the Premises or Project by, or on behalf of, Tenant ("Tenant-Made Alterations"). Tenant shall be responsible to ensure
that all Tenant-Made Alterations comply with Legal Requirements and are constructed in a good and workmanlike manner by reputable contractors.
Tenant shall provide Landlord with the names of all contractors performing work or supplying materials prior to beginning construction,
and Landlord may post notices of non-responsibility at the Premises. Tenant shall cause its contractor completing Tenant-Made Alterations
to provide certificates of insurance for worker's compensation, including a waiver of subrogation in favor of Landlord Parties, and commercial
general liability in an amount equal to $2,000,000, including a provision of additional insured status for Landlord Parties. Upon completion
of any Tenant-Made Alterations, Tenant shall deliver to Landlord final lien waivers from all contractors and subcontractors which provided
services for the Tenant-Made Alterations. Upon surrender of the Premises, Tenant shall remove all Tenant-Made Alterations and any improvements
constructed by Tenant, unless Landlord notifies Tenant that they shall remain as Landlord's property. Tenant shall repair any damage
resulting from such removal. Upon Tenant's written request, Landlord shall provide Tenant a list of Tenant-Made Alterations Landlord
will shall allow to remain upon the Expiration Date.


 






    	 	- 4 -	 



     


    

 


Without
Landlord’s approval, Tenant may erect shelves, racking, machinery and trade fixtures in the Premises (collectively
 "Trade Fixtures"), provided such items: (a) do not overload the slab, (b) may be removed without damaging
the slab or the Premises, and (c) comply with all Legal Requirements. Upon Lease termination, Tenant, at its expense, shall
remove its Trade Fixtures and repair any damage to the Premises caused from such removal.


 


Notwithstanding
anything herein to the contrary, and provided that no Event of Default exists or would exist but for the passage of time, giving of notice,
or both, Landlord shall contribute up to a maximum amount of $4,682,880 (the “TI Allowance”), towards the Tenant-Made Alterations
to the Premises which can be capitalized by Landlord (as opposed to repairs and maintenance to the Premises), which payment shall be
made by Landlord to Tenant within 30 days following (i) completion of the Tenant-Made Alterations, (ii) Landlord’s receipt
of Tenant’s invoice substantiating the costs along with copies of vendor invoices summarizing work done, (iii) Landlord’s
receipt of final lien waivers from all contractors and subcontractors who worked on the Tenant-Made Alterations, and (iv) Landlord’s
receipt of a copy of the final construction permit approved by the applicable governing authority to the extent required for such Tenant-Made
Alterations. Landlord shall be under no obligation to pay for any Tenant-Made Alterations to the Premises in excess of the TI Allowance.
Further, such TI Allowance shall only be available for Tenant’s use through Month 24 of the Lease, and Tenant hereby waives any
and all rights to any unused portion of the TI Allowance remaining thereafter.


 


Tenant
acknowledges this Lease is for new-build construction. Without any Landlord representation, warranty, or liability with respect to the
contents thereof, and without granting or implying any Tenant right to request modifications or to approve the contents thereof, Landlord
shall provide Tenant with a copy (in electronic format or other format readily available to Landlord) of the base building specifications
for the Building.


 


13.  Signs.
Tenant must obtain Landlord’s written consent for any exterior signage. Upon the Lease termination, Tenant, at its expense, shall
remove all such signage and repair, paint, and/or replace any damaged building facia surfaces. Tenant, at its expense, shall comply with
all Legal Requirements pertaining to such items.


 


14.  Parking.
Tenant may park operable vehicles in areas of the Project designated for non-reserved parking and may park operable vehicles and trailers
overnight at the docks and designated truck and trailer parking areas for the Premises. Tenant shall not park vehicles or trailers in
a manner that causes interference with the access to the parking lots and truck courts at the Project. Landlord may allocate parking
spaces among Tenant and other tenants if Landlord reasonably determines such allocation is beneficial to the Project. Landlord shall
not be responsible for enforcing Tenant's parking rights against any third parties.


 


15.  Restoration.
If at any time during the Lease Term the Premises is damaged by fire or other casualty event (the “Casualty Damage”),
within 60 days after such event, Landlord shall notify Tenant of its reasonable estimate for restoration time (the "Restoration
Notice"). If the restoration time is estimated to exceed 6 months, either Landlord or Tenant may elect to terminate this Lease
upon delivery of written notice to the other party no later than 30 days after delivery of the Restoration Notice. If neither party elects
to terminate this Lease, or if Landlord estimates that restoration will take less than 6 months, then Landlord shall, subject to receipt
of insurance proceeds, restore the Premises, excluding any Tenant-Made Alterations and Trade Fixtures. Notwithstanding the foregoing,
either party may terminate this Lease if the Casualty Damage occurred during the last year of the Lease Term and Landlord reasonably
estimates that it will take more than one month to repair such damage. Commencing on the date of the Casualty Damage, Monthly Base Rent,
Monthly Taxes, and the Monthly FOE shall be abated from the date of Casualty Damage through the period of repair and restoration in the
proportion of the Premises, if any, which is not usable by Tenant. Such abatement shall be the sole remedy of Tenant, and Tenant waives
any right to terminate this Lease by reason of damage or casualty loss except as provided above.


 


16.  Condemnation.
If the entire Premises is permanently taken by right of eminent domain, or by a purchase in lieu thereof (each a "Taking"
or "Taken"), then upon written notice by Landlord this Lease shall terminate and Monthly Base Rent, Monthly FOE, and
Monthly Taxes shall be apportioned as of the date of the Taking. If part of the Premises is Taken, then this Lease shall be terminated
with respect to the portion so Taken and Monthly Base Rent and Monthly FOE shall be proportionately reduced to the extent fair and reasonable
under the circumstances. In the event of a Taking, Landlord shall be entitled to receive the entire purchase price or award from a Taking,
and Tenant shall assign to Landlord Tenant's interest, if any, in such purchase price or award. Without diminishing Landlord's purchase
price or award, Tenant shall have the right to make a separate claim against the Taking authority (but not Landlord) for such compensation
as may be separately awarded or recoverable by Tenant.


 






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17.  Assignment and
Subletting. Tenant shall not assign this Lease, sublease the Premises, or mortgage or pledge its leasehold interest in this Lease
without Landlord’s prior written consent, except as provided below, and any attempt to do so shall be an immediate Event of Default.
In determining whether to grant, delay or condition its consent, Landlord may consider whether the intended use would adversely impact
the value of the Building, the use or operations of other tenants at the Project, or impair Landlord’s ability to lease other space
in the Project. Tenant shall provide Landlord the proposed assignee or sublessee’s name, a description of its business, its financial
information, and such other information as Landlord may reasonably request. Any approved assignment or sublease shall be expressly subject
to: (a) the terms and conditions of this Lease, and (b) revocable if there is an uncured Event of Default, either at the time
of notice or as of the effective date of the assignment or sublease. In an Event of Default, Landlord may collect rent from any occupant
of the Premises apply the amount collected to the next due installment of rent under this Lease. For purposes of this Section, a transfer
of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless the interests are publicly traded. Notwithstanding
the above, without Landlord’s consent, but with prior written notice to Landlord, Tenant may assign this Lease, or sublet the Premises
to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"). This
Lease shall be binding upon Tenant’s successors and assigns. Upon Landlord's receipt of Tenant's written notice of a desire to
assign this Lease, or sublet the Premises (other than to a Tenant Affiliate), Landlord may terminate this Lease with respect to the area
of the Premises described in Tenant's notice by giving written notice to Tenant within 30 days of Landlord’s receipt of such request.


 


Notwithstanding
any assignment or subletting (or any Landlord consent thereto), Tenant and any guarantor of Tenant's obligations shall remain liable
for all of Tenant’s obligations under this Lease. In the event that the Base Rent due by a sublessee exceeds the Monthly Base Rent
payable under this Lease, then Tenant shall pay to Landlord 50% of such excess within 30 days following receipt.


 


18.  Indemnification.
Tenant agrees to indemnify, defend, and hold harmless, Landlord Parties from and against all losses, liabilities, damages, costs and
expenses (including reasonable attorneys' fees) resulting from third party claims for personal injuries, or damage, theft, or loss of
property occurring at the Project which arises from: (a) the use and occupancy of the Premises by Tenant Parties, or (b) any
other act or omission of Tenant Parties, except for the negligence or willful misconduct of Landlord Parties. The furnishing of insurance
required hereunder shall not be deemed to limit Tenant's obligations under this Section.


 


19.  Inspection,
Data, and Access. Landlord and its agents, representatives, lenders, investors, prospective buyers, consultants, and contractors
may enter the Premises at reasonable times to inspect the Premises for any reasonable business purpose, and during the last year of the
Lease Term, to show the Premises to prospective tenants. Landlord may grant easements, make public dedications, designate or modify common
areas, and create restrictions affecting the Project (collectively, “Encumbrances”), provided that Encumbrances do
not materially interfere with Tenant's authorized use or occupancy of the Premises. Tenant agrees to execute any reasonable instruments
as may be necessary for Encumbrances. Upon reasonable prior notice to Tenant, Landlord may install and maintain sensors and meters (collectively
 “Devices”) in the Premises for the purpose of collecting raw Building data regarding the operational efficiency of
the HVAC, roof, foundation and exterior walls, temperature, utility, and lighting usage (the “Data”). The Devices
shall not: (a) materially interfere with Tenant's use or occupancy of the Premises, (b) include cameras, video, or voice recording
devices, or (c) collect personal or employee data, or otherwise track or identify people, equipment, or inventory. Landlord shall
own all rights, title and interest in all the Data collected from Devices. Upon request to Landlord, Tenant shall have the right to access
and use the Data for its internal business purposes during the Lease Term.


 


20.  Quiet
Enjoyment. Absent any uncured Event of Default, Tenant shall have peaceful and quiet enjoyment of the Premises against any person
claiming by, through or under Landlord.


 


21. Surrender.
Upon the Lease termination, or the termination of Tenant's possession of the Premises, Tenant shall surrender the Premises to Landlord
in the same condition as received, , ordinary wear and tear, casualty loss and condemnation excepted, and remove all Trade Fixtures,
Tenant-Made Alterations and property. Tenant shall remove, or cut below the slab surface, all racking bolts, and repair cracks, spalling,
and racking bolt damage with mm-80 (or equivalent) epoxy or polymer to match concrete color and finished smooth with slab surface. All
floor striping (including paint or tape) shall be removed with no residual staining or other indication that such striping or taping
existed. Any such items not removed shall be deemed abandoned. In the event Tenant fails to comply with either (a) or (b) above,
Landlord may complete such work, and Tenant shall reimburse Landlord for the costs thereof no later than thirty (30) days following receipt
of demand. Any outstanding Tenant obligations under this Lease shall survive the termination of the Lease Term.


 






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22.  Holding
Over. Possession of the Premises by Tenant after the termination of this Lease, shall be subject to immediate termination by
Landlord, and all terms of this Lease shall be applicable during such holdover period except (a) any expansion, renewal, or similar
option shall be null and void, and (b) Monthly Base Rent for the holdover period shall be 150% of the Monthly Base Rent in effect
immediately prior to the holdover period. In addition, Tenant shall be liable for all damages incurred by Landlord as a result of the
holdover. Holdover shall not extend the Lease Term, and this Section shall not be construed as consent for Tenant to retain possession
of the Premises. For purposes of this Section, “possession of the Premises” shall continue until Landlord has legal control
over the Premises, all keys have been delivered, and Tenant has surrendered the Premises in the condition and repair as required in this
Lease.


 


23.   Events of Default. Each of the following shall be an event of default ("Event of Default") by Tenant:




 


		a)	Failure
                                            by Tenant to pay any installment of Monthly Base Rent, Monthly Taxes, the Monthly FOE, or
                                            any other payment required within 5 days after the due date.



 


		b)	Tenant
                                            or any guarantor: (i) makes an assignment for the benefit of creditors; (ii) commences
                                            any action to have an order for relief entered on its behalf as a debtor, or to adjudicate
                                            it as bankrupt, or insolvent, or seek reorganization, liquidation, or dissolution of it,
                                            or its debts, or seek an appointment of a receiver, trustee, custodian or similar official
                                            for it, or its property (collectively a "Proceeding for Relief"); (iii) becomes
                                            subject to an involuntary Proceeding for Relief which is not dismissed within 60 days of
                                            filing; or (iv) is dissolved or otherwise fails to maintain its legal existence.



 


		c)	Failure
                                            to maintain any insurance required by this Lease, or to timely deliver any certificate of
                                            insurance.



 


		d)	Failure
                                            to comply with any other provision of this Lease for more than 30 days after Landlord has
                                            given Tenant written notice, except as otherwise provided in this Lease (said notice being
                                            in lieu of, and not in addition to, any notice required as a prerequisite to a forcible entry,
                                            detainer or similar action for possession of the Premises).



 


		e)	The
                                            occurrence of any Event of Default otherwise specifically set forth in this Lease.



 


24.  Landlord's
Remedies. For so long as any Event of Default continues, Landlord may at any time elect to: (a) terminate this Lease, (b) terminate
Tenant's right of possession of the Premises (but Tenant shall remain liable as hereinafter provided), and/or (c) pursue any other
remedies at law or in equity. Upon the termination of this Lease, or termination of Tenant's right of possession, Landlord may, without
formal demand or notice except as required by Legal Requirements, re-enter the Premises by any action or proceeding authorized by law,
and remove Tenant, and all persons and property therefrom. If Landlord re-enters the Premises, Landlord shall have the right to keep
in place, or remove and store, all property at the Premises at Tenant’s expense. In the event Landlord delivers three notices of
an Event of Default under this Lease in any twelve-month period, any subsequent failure to comply with this Lease shall be deemed an
Immediate Event of Default. The term “Immediate Event of Default” shall mean Tenant has no cure period, and Landlord may
immediately pursue all of its remedies.


 


If
Landlord terminates this Lease, Landlord may recover from Tenant the sum of: (a) all Monthly Base Rent, Monthly Taxes, Monthly FOE,
and all other amounts payable by Tenant which have accrued as of the date of termination; (b) the value of the Monthly Base Rent
for any periods of abated Monthly Base Rent; (c) the cost of reletting the Premises, including the unamortized brokerage fees and/or
leasing commissions incurred by Landlord, costs of removing and storing property, repairing or altering the Premises to the condition
required by Tenant under this Lease; (d) all reasonable expenses incurred by Landlord in pursuing its remedies, including reasonable
attorneys' fees and court costs; and (v) the excess of the then present value of the Monthly Base Rent, Monthly Taxes, Monthly FOE,
and other amounts payable by Tenant under this Lease applicable to the period following the termination of this Lease through the Expiration
Date, over the present value of any amounts which Tenant establishes Landlord can reasonably expect to recover by reletting the Premises
during such period, taking into consideration the availability of acceptable tenants consistent with Landlord’s leasing criteria
and other market conditions. Such present values shall be calculated at a discount rate equal to the 90-day U.S. Treasury bill rate at
the date of the termination.


 


If
Landlord terminates Tenant's right of possession (but not this Lease), Landlord shall use commercially reasonable efforts to relet
the Premises without releasing Tenant from any liability hereunder and without notice to Tenant; provided, however,
(a) Landlord shall not be obligated to accept a Tenant-proposed tenant, and (b) Landlord shall have the right to lease any
other space controlled by Landlord or Landlord’s affiliate first. Any reletting of the Premises shall be on terms and
conditions acceptable to Landlord in its sole discretion. Landlord shall not be liable, nor shall Tenant's obligations be reduced as
a result of Landlord not reletting the Premises. Landlord shall have the right to make repairs, changes, alterations, or additions
to the Premises as Landlord deems necessary in order to relet the Premises. If the Premises is not relet, then Tenant shall pay to
Landlord, as damages, a sum equal to: (1) the Monthly Base Rent, Monthly FOE, and Monthly Taxes payable by Tenant for such
period that the Premises has not been relet, plus the cost of recovering possession of the Premises (including reasonable attorneys'
fees and court costs); (2) any Monthly Base Rent, Monthly Taxes, Monthly FOE, and other amounts accrued and unpaid at the time
of repossession; and (3) the costs incurred by Landlord’s efforts to relet the Premises. If the Premises is relet, and
the total rent and expenses payable by such replacement tenant (after first deducting any unpaid amounts payable by Tenant which
accrued under this Lease, the cost of recovering possession of the Premises,
the costs of repairs and alterations to the Premises completed by Landlord on Tenant’s behalf, and leasing commissions) is not
sufficient to satisfy the total rent and expenses payable by Tenant under this Lease, then Tenant shall immediately pay any such deficiency
to Landlord upon demand. Notwithstanding any reletting without termination, Landlord may elect to terminate this Lease for a previous
Event of Default at any time upon written notice.


 






    	 	- 7 -	 



     


    

  


Landlord’s
exercise of any remedies shall not be deemed an acceptance of surrender of the Premises and/or a termination of this Lease. Landlord’s
failure to enforce its rights under this Lease strictly in accordance the terms hereof shall not modify this Lease or create a custom
contrary to the specific provisions of this Lease. Tenant and Landlord further agree that forbearance or waiver by Landlord to enforce
its rights pursuant to this Lease, or at law or in equity, shall not waive its rights or remedies in connection with any subsequent Event
of Default. No waiver by Landlord of any Lease provision shall be effective unless in writing and signed by Landlord, even if Landlord
accepts Tenant’s payments with knowledge of Tenant’s breach of the Lease. Tenant waives all right of redemption following
termination of the Lease or Tenant’s right of possession by a judgment or warrant of any court. In the event Landlord exercises
self-help, or lock-out, remedies as provided by law Tenant waives all claims against Landlord for business loss, business interruption,
or any other damages resulting from Landlord's self-help or lock-out. The terms "enter," "re-enter," "entry"
or "re-entry," as used in this Lease, are not restricted to their technical legal meanings.


 


25.  Tenant's
Remedies/Limitation of Liability. Landlord shall be in default of this Lease if Landlord fails to perform any of its obligations
under this Lease within 30 days after written notice from Tenant specifying such failure (unless performance will, due to the nature
of the obligation, require more than 30 days, then after a period of time reasonably necessary to cure such default). All obligations
of Landlord shall be construed as covenants, not conditions; and, except as otherwise provided in this Lease, Tenant may not terminate
this Lease for Landlord's breach of its obligations. The term "Landlord" shall mean only the then-current owner of the Premises,
and in the event of an assignment of the Lease, the assignor shall be released and discharged from all obligations of Landlord under
this Lease, and such obligations shall be binding during the Lease Term upon each new assignee for the duration of such owner's ownership.
Any liability of Landlord shall be limited solely to its interest in the Building, and in no event shall any personal liability or recourse
to any other property or assets of Landlord be asserted against Landlord.


 


26.  Subordination.
Tenant's interest and rights under this Lease shall automatically be subject and subordinate to any lien of an existing or future mortgage
or any ground lease to which the Premises is subject, and all amendments, modifications, assignments and extensions thereof. Tenant agrees,
at the election and after notice of the holder of any mortgage, or lessor under any ground lease, to execute, acknowledge and deliver
such instruments to confirm such subordination and attornment. Any such holder may at any time subordinate its mortgage to this Lease,
without Tenant's consent, by notice in writing to Tenant. The term "mortgage" whenever used in this Lease shall be deemed to
include deeds of trust, security assignments and any other encumbrances. Any reference to the "holder" of a mortgage shall
be deemed to include the beneficiary under a deed of trust.


 


27.  
Mechanic's Liens.. Tenant shall not allow any lien or encumbrance of any kind to be placed upon the Building as a result
of services or materials provided to the Building at any Tenant Parties’ request. Tenant shall save and hold Landlord harmless
from all loss, cost or expense based on or arising out of claims or liens asserted against the Building. Tenant shall give Landlord immediate
written notice of any lien or encumbrance placed against the Building and cause the lien or encumbrance to be discharged, or bonded over,
in a manner satisfactory to Landlord, within 20 days of the filing or recording thereof or such failure shall be deemed an immediate
Event of Default.


 


28.  
Estoppel Certificates. Tenant agrees to execute and deliver to Landlord, or Landlord’s designee, within 10 days
after Landlord’s request an estoppel certificate containing customary provisions. Tenant's failure to timely deliver an estoppel
certificate shall constitute an immediate Event of Default.


 






    	 	- 8 -	 



     


    

 


29.  Environmental
Requirements. Except for Permitted Hazardous Materials pursuant to Exhibit F, Tenant shall not allow any party to introduce,
transport, store, use, generate, manufacture, or dispose of any Hazardous Material at the Project without Landlord's prior written consent
except for Hazardous Materials contained in: (a) products used by Tenant in de minimis quantities for ordinary cleaning and office
purposes; (b) forklift propane tanks, and (c) products stored by Tenant in their original, sealed, and unopened containers,
Tenant shall not allow any party to introduce, transport, store, use, generate, manufacture, or dispose of any Hazardous Material at
the Project without Landlord's prior written consent. Tenant, at its sole cost and expense, shall: (v) cause its operations at the
Project to comply strictly with all Environmental Requirements, including all reporting obligations imposed by applicable Environmental
Requirements in the capacity as “operator” of Tenant’s “facility” and the “owner” (as such
terms are used in applicable Environmental Requirements) of all Hazardous Materials brought onto the Project by Tenant Parties, and the
wastes, by-products, or residues generated, resulting, or produced therefrom, or extracted from the Project; (w) promptly inform
and provide copies of any documentation relating in any way to Hazardous Materials at the Project which Tenant receives or sends; (x) promptly
and diligently remediate in a manner satisfactory to Landlord’s reasonable requirements, any Hazardous Materials released on, or
from, the Project by Tenant Parties; (y) promptly notify Landlord in writing of any spill, release, discharge, or disposal of any
Hazardous Material in, on, or under the Project; and (z) promptly complete and deliver any disclosure or certification requested
by Landlord concerning Tenant Parties’ transportation, storage, use, generation, manufacture or release of Hazardous Materials
in, on, or about the Project. Tenant shall be strictly liable to Landlord for Tenant Parties’ transportation, storage, use, generation,
manufacturing, disposal, or release of Hazardous Materials at the Project without regard to the fault or negligence of any other party.
Notwithstanding any notice and cure periods provided herein, Tenant shall promptly commence and diligently pursue its remediation obligations
in accordance with this Section. The term "Environmental Requirements" means all applicable present and future statutes,
regulations, ordinances, rules, codes, judgments, orders, or other similar enactments of any governmental authority or agency regulating
or relating to health, safety, or environmental conditions, including the following: the Comprehensive Environmental Response, Compensation
and Liability Act; the Resource Conservation and Recovery Act; and all state and local counterparts thereto, and any regulations or policies
promulgated or issued thereunder. The term "Hazardous Materials" means any substance, material, waste, pollutant, or
contaminant regulated by any Environmental Requirements, asbestos, radioactive materials, and petroleum (including crude oil or any fraction
thereof, natural gas liquids, liquefied natural gas, or synthetic gas usable for fuel or mixtures of natural gas and such synthetic gas).


 


Tenant
shall have no liability to Landlord as to Hazardous Materials on the Project which arose prior to Tenant’s initial possession of
the Premises, or during the Lease Term which were caused or permitted by any party other than Tenant, or Tenant Parties, or for Tenant’s
disturbance of known existing Hazardous Materials.


 


Tenant
shall indemnify, defend, and hold Landlord Parties harmless from and against any and all losses, claims, demands, actions, suits, damages,
costs and expenses (including reasonable attorney, fees, punitive damages, and any reduction in the value of the Project) which are brought
or recoverable against, or suffered or incurred by Landlord as a result of: (a) any release of Hazardous Materials on, or from,
the Project by Tenant Parties, or (b) Tenant Parties’, breach of, or noncompliance with, this Section, regardless of whether
Tenant had knowledge of such noncompliance. Tenant’s obligations under this Section shall survive the Expiration Date or earlier
termination of this Lease.


 


If
Landlord’s inspection pursuant to Section  19 reveals noncompliance by Tenant, Tenant shall promptly reimburse Landlord for
the reasonable cost of such inspection and testing. Landlord's receipt of a ‘clean’ environmental assessment shall in no
way release Tenant from its obligations under this Section or constitute a waiver by Landlord of its rights and remedies herein.


 


30.  Rules and
Regulations. Tenant shall comply with all rules and regulations reasonably established by Landlord covering use of the Project.
The current rules and regulations are attached hereto as Exhibit B, which may be supplemented from time to time. Landlord shall
not have any liability or obligation for the breach of any rules or regulations by other tenants in the Project.


 


31.  Force
Majeure. Neither Landlord nor Tenant shall be responsible for delays in the performance of its obligations hereunder caused by
labor disputes, acts of God, inability to obtain labor or materials, governmental restrictions or regulations or delay in issuance of
permits, enemy or hostile governmental action, civil commotion, casualty, and other causes beyond the reasonable control of Landlord
or Tenant, as the case may be (collectively, "Force Majeure"); provided Force Majeure shall not apply to monetary obligations.


 


32.  Entire
Agreement. This Lease constitutes the entire agreement of Landlord and Tenant with respect to the subject matter hereof. Any
prior agreements, promises, negotiations, or representations are superseded by this Lease. This Lease may only be amended in writing
signed by both parties.


 






    	 	- 9 -	 



     


    

 


33.  Severability.
If any clause of this Lease is deemed to be illegal, invalid or unenforceable under present or future laws, then it is the intention
of the parties that such clause be replaced with a valid clause of similar meaning and that the remainder of this Lease shall not be
affected.


 


34.  Brokers.
Each party represents and warrants to the other that it has not dealt with any broker or agent in connection with this transaction, other
than Landlord Broker and Tenant Broker, if any, set forth in Section 1 of this Lease. Each party agrees to defend, indemnify and
hold the other harmless from and against any claims by any other broker or agent claiming a commission or other form of compensation
by virtue of having dealt with the indemnifying party with regard to this Lease.


 


 35.   Miscellaneous.




 


		a)	TIME
                                            IS OF THE ESSENCE AS TO THE PERFORMANCE OF TENANT'S AND LANDLORD’S OBLIGATIONS UNDER
                                            THIS LEASE.



 


		b)	Any
                                            payments  or charges due from Tenant to Landlord aside from monthly Base Rent shall be considered
                                            additional rent for all purposes of this Lease. Together with Base Rent, additional rent
                                            may also be referenced as “rent.”



 


		c)	All
                                            Lease notices shall be in writing and sent to the applicable party as set forth in Section 
                                            1 by registered or certified mail, return receipt requested, or by a reputable national overnight
                                            courier service, postage prepaid, or hand delivery. Either party may, upon written notice,
                                            change its notice address(es). Notice shall be deemed given upon delivery or refusal of delivery
                                            except where otherwise provided herein.



 


		d)	Where
                                            approval or consent is required of either Landlord or Tenant, such approval or consent shall
                                            not be unreasonably withheld, conditioned or delayed except as otherwise provided herein,
                                            or as otherwise required by law.



 


		e)	At
                                            Landlord's request, Tenant shall furnish Landlord with true and complete copies of its most
                                            recent financial statements.



 


		f)	Neither
                                            this Lease, nor a memorandum of lease, shall be recorded by Tenant.



 


		g)	The
                                            laws of the state of Nevada shall govern the construction and interpretation of this Lease,
                                            without regards to any principles of conflicts of laws. The rule of construction that
                                            any ambiguities are to be resolved against the drafting party shall not be employed in the
                                            interpretation of this Lease or any exhibits or amendments to this Lease.



 


		h)	Landlord’s
                                            submission of this Lease shall not constitute an option to lease the Premises, nor be binding
                                            or confer any right or impose any obligations upon either party until execution and delivery
                                            of this Lease by both parties.



 


		i)	The
                                            captions inserted in this Lease are for convenience only and in no way define, limit or otherwise
                                            describe the scope, intent, or any provision of this Lease, or in any way affect the interpretation
                                            of this Lease.



 


		j)	All
                                            exhibits and addenda attached hereto are incorporated into, and made a part of, this Lease.
                                            In the event of any conflict between such exhibits or addenda and the terms of this Lease,
                                            such exhibits or addenda shall control.



 


		k)	Any
                                            amount not paid by Tenant when due shall bear interest from such due date until paid in full
                                            at the highest rate permitted by applicable law, not to exceed 15 percent per year.



 


		l)	In
                                            the event either party initiates litigation to enforce the terms and provisions of this Lease,
                                            the non-prevailing party shall reimburse the prevailing party for its reasonable attorney's
                                            fees, filing fees, and court costs. The phrase “prevailing party” includes a
                                            party who substantially receives the relief desired whether by dismissal, summary judgment,
                                            or otherwise



 


		m)	Landlord
                                            shall have the right, without Tenant’s consent, to place an energy technology installation,
                                            such as a solar system, on the roof of the Building, or otherwise at the Project, or to enter
                                            into a lease allowing a third party the right to do so; provided the energy technology system
                                            does not adversely impact Tenant’s use and occupancy of the Premises, or subject Tenant
                                            to any additional costs. Tenant waives all rights to any environmental attributes or incentives
                                            resulting from an energy technology installation. Tenant hereby waives all rights to, and
                                            agrees and acknowledges that Landlord shall retain the exclusive right to the use of the
                                            exterior of the Building and Project for any signage purposes, virtual or otherwise except
                                            as provided otherwise in this Lease. Landlord may request, and Tenant shall deliver to Landlord,
                                            data regarding Tenant’s utility usage at the Premises as required by law or to provide,
                                            maintain, improve, and keep in good working order the Project. Tenant can satisfy this requirement
                                            by either: (a) providing written consent for Landlord to obtain the information directly
                                            from the utility company, or (b) providing the data to Landlord in an electronic format
                                            reasonably acceptable to Landlord.



 






    	 	- 10 -	 



     


    

 


		n)	This
                                            Lease may be executed in multiple counterparts, each of which shall be considered an original,
                                            but all of which shall constitute one and the same agreement. The signature of a party transmitted
                                            electronically (e.g., e-signature) or by facsimile, PDF and/or other electronic image file
                                            format shall constitute and have the same force and effect as the original signature of the
                                            party. Following execution, a PDF (or similar image file format) of this entire agreement
                                            (whether signed electronically or in ink) shall be considered to be the original agreement
                                            for all purposes.



 


		o)	The
                                            term “days” shall mean calendar days unless otherwise specified, and the
                                            term “including” shall mean ‘including, but not limited to’.



 


		p)	Landlord
                                            and Tenant each represents to the other that:



 


(i)            neither
it, nor any person or entity that directly owns a 10% or greater equity interest in it nor any of its officers, directors or managing
members is a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of the Office of
Foreign Asset Control (“OFAC”) of the Department of the Treasury, including those parties names on the OFAC’s
Specially Designated and Blocked Persons List and those covered pursuant to Executive Order 13224 signed on September 24, 2001,
entitled “Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or
other governmental action; and 


 


(ii)           its
activities do not violate the International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001 or USA Patriot Act, or
the regulations or orders promulgated thereunder (as amended from time to time).


 


36.  WAIVER
OF JURY TRIAL. TENANT AND LANDLORD WAIVE ANY RIGHT TO TRIAL BY JURY OR TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (IN CONTRACT,
TORT, OR OTHERWISE), BETWEEN LANDLORD AND TENANT ARISING OUT OF THIS LEASE OR ANY OTHER INSTRUMENT, DOCUMENT, OR AGREEMENT EXECUTED OR
DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED HERETO.


 


[REMAINDER
OF PAGE INTENTIONALLY BLANK; SIGNATURE PAGE FOLLOWS]


 






    - 11 -


     


    




 


IN WITNESS
WHEREOF, Landlord and Tenant have executed this Lease as of the Effective Date.





 


	TENANT:	 	LANDLORD:
	 	 	 	 
	Dragonfly Energy Corporation,
a Nevada corporation	 	Prologis, L.P., a Delaware
limited partnership
	 	 	 	 	 
	 	 	 	By:	Prologis, Inc.,
	 	 	 	 	a Maryland
corporation,

 its general partner
	 	 	 	 	 
	By:	/s/ Denis Phares	 	 	 
	 	 	 	 	 
	Name:	Denis Phares	 	By:	Authorized Person
	 	 	 	 	 
	Title:	CEO	 	 	/s/ Megan
Creecy-Herman
			 	 	Megan
Creecy-Herman, Vice President of ProLogis Logistics Services Incorporated, a Delaware corporation



 



    	 	- 12 -	 



     


    

 


Exhibit A :
SITE PLAN


 





 


*in
for permit/design subject to review by AHJ


 






    	 	- 13 -	 



     


    

 


Exhibit B:
PROJECT RULES AND REGULATIONS


 


	1.	The
                                            sidewalk, entries, and driveways of the Project shall not be obstructed by Tenant, or its
                                            agents, or used by them for any purpose other than ingress and egress to and from the Premises.



 


	2.	Tenant
                                            shall not place any property in the parking areas, landscaped areas, or other areas outside
                                            of its Premises, or on the roof of the Building.



 


	3.	No
                                            animals shall be allowed in the Building except for service dogs.



 


	4.	Tenant
                                            shall not install or operate any steam or gas boiler. The use of oil, gasoline or flammable
                                            liquids for heating, lighting is expressly prohibited. Explosives or other articles deemed
                                            extra hazardous shall not be brought into the Project.



 


	5.	Parking
                                            any type of recreational vehicles or boats is specifically prohibited at the Project. Parking
                                            any cars or trucks inside of the Building is specifically prohibited. In no event shall any
                                            inoperable vehicles be parked at the Project nor shall any "For Sale" sign be displayed
                                            for any vehicle. No repair, maintenance or washing of vehicles shall take place on the Project.
                                            All vehicles shall be parked in designated parking areas in conformity with all signs and
                                            other markings. In the event of a failure to comply with any of the parking requirements
                                            in this Lease (a “Parking Default”) which continues for more than 3 days
                                            from Landlord’s demand to cease such Parking Default, Landlord may, in addition to
                                            any other rights, cause the non-compliant vehicles to be towed at Tenant’s cost without
                                            liability to Landlord,
and Landlord may hire a parking management company to enforce these parking terms, and Tenant shall reimburse Landlord for all costs
incurred with respect to such Parking Default no later than thirty (30) days from receipt of an invoice for such amount.



 


	6.	Tenant
                                            shall maintain the Premises free from rodents, insects and other pests.



 


	7.	Landlord
                                            reserves the right (but not the obligation) to exclude or expel from the Project any person
                                            who is intoxicated or under the influence of liquor or drugs, or should harass or threaten,
                                            verbally or physically Landlord’s employees, contractors, other occupants, or who otherwise
                                            violate the Rules and Regulations. 



 


	8.	All
                                            moveable trash receptacles provided by the trash disposal firm for the Premises must be kept
                                            closed at all times and in the designated trash enclosure areas.



 


	9.	The
                                            Premises shall not be used for lodging, sleeping or cooking (other than kitchenette or break
                                            room use) or for any immoral or illegal purposes. No gaming devices shall be operated in
                                            the Premises.



 


	10.	Tenant
                                            shall not permit recreational or medical marijuana to be grown, sold, dispensed, or consumed
                                            on the Premises or Project.



 


	11.	Tenant
                                            shall not permit smoking in any interior area of the Premises.



 


	12.	Prior
                                            to accessing the roof of the Building, Tenant shall provide notice to Landlord of the date
                                            of such requested access. When accessing the roof of the Building, Tenant shall follow all
                                            Legal Requirements, including OSHA requirements, and use all reasonable and appropriate precautions
                                            to ensure safety of such Tenant Parties.



 


Tenant
shall not use any part of the Premises to store or in any other way handle firearms, firearms accessories or ammunition.


 






    	 	- 14 -	 



     


    

 


Exhibit C:
NEVADA NOTICE OF NON-RESPONSIBILITY


 


Section 
12, captioned "TENANT-MADE ALTERATIONS AND TRADE FIXTURES," is revised to include the following:


 


In
accordance with Nevada Revised Statutes 108.234(2), Tenant agrees that Landlord’s interest in the Premises and the Building shall
not be subject to, and shall be immune from, the attachment of any lien arising as a result of the Tenant-Made Alterations, including
any improvement, construction, alteration or repair in the Premises by Tenant, if Landlord, within three (3) days after obtaining
knowledge of the construction, alteration or repair, or the intended construction, alteration or repair, gives notice that Landlord will
not be responsible for the improvement by recording a notice in writing to that effect with the Official Records of Washoe County, Nevada
(“Notice of Non-responsibility”) in the form of Schedule 1 attached hereto. The Notice of Non-responsibility shall be deemed
timely recorded within three (3) days immediately following the effective date of the Lease or by the date of the execution of this
Lease by all parties, whichever occurs first. Each Notice of Non-responsibility recorded pursuant to Nevada Revised Statutes 108.234
shall set forth the information required in Nevada Revised Statutes 108.234(3) and shall be served by personal delivery or by certified
mail, return receipt requested (1) upon Tenant within ten (10) days after the date on which the Notice of Non-responsibility
is recorded and (2) upon the prime contractor within ten (10) days after the date on which Tenant contracts with the prime
contractor for the construction, alteration or repair of the work of improvement.


 






    	 	- 15 -	 



     


    

 


SCHEDULE
1 TO Exhibit C


 


NOTICE OF
NON-RESPONSIBILITY


 


	Recording Requested
By 

and When Recorded Mail To:	 	 
	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 
	Attn:	 	 	 	 
	 	 	 
	Assessor Parcel
Number:	 	 
	 	 	 
	         	     	 	 	 
	 	 	 	 	 
	 	 	 



 


To whom it may concern:


 


		1.	Notice is given
that ____________, a ____________ (“Landlord”), whose address is ____________________, is the owner of real property
in _________, ________ County, Nevada, more particularly described on Exhibit  1to this Notice (the “Property”).



 


		2.	Other
                                            persons having an interest in the Property, and the interest of such persons in the Property,
are as follows: ____________, a ____________ (“Tenant”), whose address is ____________________, under that certain
Lease dated as of ____________, 20__ by and between Landlord and Tenant (the “Lease”). Pursuant to the terms of the
Lease, Tenant is authorized to and will cause a work of improvement to be constructed, altered or repaired on the Property.



 


		3.	The
                                            location of the improvement is ________________ and the legal description of the property
                                            on which the improvement is or will be constructed, altered or repaired is the Property.



 


		4.	Landlord
                                            knew of the intended improvements on the Property by Tenant (the “Project”)
                                            at the execution of the Lease.



 


		5.	Three
                                            days have not elapsed since execution of the Lease by all parties.



 


		6.	Landlord
                                            will not be responsible for the Project or for any labor or materials that have been, are
                                            being, or may in the future be, furnished or supplied to the Property with respect to the
                                            Project.



 


		7.	Landlord
                                            has notified Tenant in writing that Tenant must comply with the requirements of Nevada Revised
                                            Statutes 108.2403.



 


This Notice
is given pursuant to Nevada Revised Statutes 108.234(2) and (3).


 


Dated: _________,
20____.


 


 


	LANDLORD:	 	 
	 	 	 
	 	     	,			 
	 	 	 
	a	          	 	 	 
	 	 	 	 






	By:	     	 	 
	 	 	 



 






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	STATE OF	 	 	)	 
	 	)	ss.






	COUNTY OF	 	 	)	 



 


This instrument
was acknowledged before me on ________, 20____, by __________, as ____________ of ______________, a __________________.


 


		 	 
	 	 	(Signature of
Notarial officer)
	 	 	 
	 	 	(My
commission expires______)



 






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Exhibit D:
ONE RENEWAL OPTION AT MARKET (CLEAR LEASE)


 


(a)            Provided
that as of the time of the giving of the First Extension Notice and the Commencement Date of the First Extension Term (as such terms
are defined below), (x) Tenant is the Tenant originally named herein, (y) Tenant actually occupies all of the Premises initially
demised under this Lease and any space added to the Premises, and (z) no Event of Default exists, or would exist but for the passage
of time or the giving of notice, or both; then Tenant shall have the right to extend the Lease Term for an additional term of 60 months
(such additional term is hereinafter called the "First Extension Term") commencing on the day following the expiration
of the Lease Term (hereinafter referred to as the "Commencement Date of the First Extension Term"). Tenant must give
Landlord notice (hereinafter called the "First Extension Notice") of its election to extend the term of the Lease Term
at least 9 months, but not more than 12 months, prior to the Expiration Date.


 


(b)            The
Base Rent payable by Tenant to Landlord during the First Extension Term shall be the greater of:


 


(i)             the
Base Rent in effect on the Expiration Date (if the Base Rent is stated as an annual or other periodic rate, adjusted for the length of
the Lease Term), and


 


(ii)            the
Fair Market Rent, as defined and determined pursuant to Sections (c) and (d) below.


 


(c)           The
term "Fair Market Rent" shall mean the Base Rent, expressed as an annual rent per square foot of floor area, which Landlord
would have received from leasing the Premises for the First Extension Term to an unaffiliated person which is not then a tenant in the
Project, assuming that such space were to be delivered in "as-is" condition, and taking into account the rental which such
other tenant would most likely have paid for such premises, including market escalations, provided that Fair Market Rent shall not in
any event be less than the Base Rent for the Premises as of the expiration of the Lease Term. Fair Market Rent shall not be reduced by
reason of any costs or expenses saved by Landlord by reason of Landlord's not having to find a new tenant for the Premises (including
without limitation brokerage commissions, cost of improvements necessary to prepare the space for such tenant's occupancy, rent concession,
or lost rental income during any vacancy period). Fair Market Rent means only the rent component defined as Base Rent in the Lease and
does not include reimbursements and payments by Tenant to Landlord with respect to Monthly FOE, Taxes, or other items payable or reimbursable
by Tenant under the Lease. In addition to its obligation to pay Base Rent (as determined herein), Tenant shall continue to pay and reimburse
Landlord as set forth in the Lease with respect to such Monthly FOE (subject to be increased by Landlord), Taxes, and other items with
respect to the Premises during the First Extension Term.


 


(d)           Landlord
shall notify Tenant of its determination of the Fair Market Rent for the First Extension Term, along with the Monthly FOE and the
Annual FOE Increase, as determined in Landlord’s sole but reasonable determination, applicable to the First Extension Term
(the “Fair Market Rent Notice”), and Tenant shall deliver written notice to Landlord within 10 days of receipt of the
Fair Market Rent Notice of any objection to the Fair Market Rent Notice. Failure to respond within the 10-day period shall
constitute Tenant's acceptance of such Fair Market Rent, Monthly FOE, and the Annual FOE Increase. If Tenant objects to the Fair
Market Rent as provided in the Fair Market Rent Notice as provided above, Landlord and Tenant shall commence negotiations to attempt
to agree upon the Fair Market Rent within 30 days of Landlord's receipt of Tenant's notice. In the event Landlord and Tenant fail to
reach an agreement on such Fair Market Rental Rent, and execute the Amendment (defined below) which provides for the Fair Market
Rent, as well as the Monthly FOE, and Annual FOE Increase as provided by Landlord at least 6 months prior to the expiration of the
Lease, then Tenant's exercise of the renewal option shall be deemed withdrawn and the Lease shall terminate on the Expiration Date.
The negotiation of the Fair Market Rent as provided above shall be limited to the determination of the Base Rent and shall not
affect or otherwise reduce or modify the Tenant's obligation to pay or reimburse Landlord for the Monthly FOE, Taxes, or any other
reimbursable items.


 


(e)            Except
for the Base Rent, Monthly FOE, and Annual FOE Increase, Tenant's occupancy of the Premises during the First Extension Term shall be
on the same terms and conditions as are in effect immediately prior to the expiration of the initial Lease Term; provided, however, Tenant
shall have no further right to extend the Lease Term pursuant to this exhibit or to any allowances, credits or abatements or options
to expand, contract, renew or extend the Lease.


 






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(f)            If
Tenant does not send the First Extension Notice within the period set forth in Section (a), Tenant's right to extend the Lease Term
shall automatically terminate. Time is of the essence as to the giving of the First Extension Notice and the notice of Tenant's objection
under Section (d).


 


(g)           Landlord
shall have no obligation to refurbish or otherwise improve the Premises for the First Extension Term. The Premises shall be tendered
on the Commencement Date of the First Extension Term in "as-is" condition.


 


(h)           If
the Lease is extended for the First Extension Term, then Landlord shall prepare and Tenant shall execute an amendment to the Lease confirming
the extension of the Lease Term, the Base Rent, the Monthly FOE, and the Annual FOE Increase applicable to the First Extension Term,
and the other provisions applicable thereto (the "Amendment").


 


(i)            If
Tenant exercises its right to extend the term of the Lease for the First Extension Term pursuant to this Exhibit, the term "Lease
Term" as used in the Lease, shall be construed to include, when practicable, the First Extension Term except as provided in (e) above.


 






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EXHIBIT E:
STORAGE AND USE OF PERMITTED HAZARDOUS MATERIALS


 


1.             Permitted Hazardous Materials and Use. Tenant has requested Landlord's consent to Use (hereinafter defined) the Hazardous Materials
listed below in its business at the Project (the "Permitted Hazardous Materials"). Subject to the conditions set forth on Schedule
1 to Exhibit E, Landlord hereby consents to the Use of the Permitted Hazardous Materials subject to the terms of this Exhibit. Any
Use of the Permitted Hazardous Materials in, on, or about the Project shall be done in a manner consistent with good engineering practice
and in compliance with all Environmental Requirements.


 


Permitted
Hazardous Materials (including maximum quantities):


 


30 containers
holding 6 million cells (which is 600 pallets worth).


 


Use.
The generation, receipt, maintenance, treatment, manufacturing, storage, use, process, transportation, or disposal (the "Use")
involving the Permitted Hazardous Materials are further described below [If limited to receiving and storage, so specify]:


 


Storage
and assembly of the Permitted Hazardous Materials.


 


2.             No
Current Investigation. Tenant represents and warrants that it is not currently subject to an inquiry, regulatory investigation, enforcement
order, or any other proceeding regarding the generation, use, treatment, storage, or disposal of a Hazardous Material.


 


3.            
Indemnification. Tenant's indemnity obligation under the Lease with respect to Hazardous Materials shall include indemnification
for Tenant, or any Tenant Parties’, Use of Hazardous Materials, or Tenant’s breach of obligations or representations set
forth herein. Tenant shall be strictly liable to Landlord as a result of Tenant or any Tenant Parties’ Use of Hazardous Materials
without regard to the fault or negligence of any other party.


 


4.             Disposal
Upon Lease Termination. At the expiration or earlier termination of the Lease Term, Tenant, at its sole cost and expense, shall,
in strict compliance with all applicable Environmental Requirements: (i) remove and dispose of any drums, containers, receptacles,
structures, or tanks storing or containing (or which have stored or contained) Hazardous Materials and the contents thereof; (ii) remove,
empty, and purge all underground and above ground storage tank systems, including connected piping, of all vapors, liquids, sludges,
and residues; (iii) close out any permits, registrations, business plans, etc. with the relevant authorities; and (iv) complete
the decontamination of any ventilation systems, structural elements, flooring, and other elements of the Project affected by such Use
of Hazardous Materials. Tenant’s obligations under this Paragraph shall survive any expiration or termination of this Lease.


 






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SCHEDULE
1 TO EXHIBIT E: CONDITIONS FOR LANDLORD’S CONSENT TO USE OF PERMITTED


HAZARDOUS
MATERIALS


 


At Tenant’s
sole cost and expense, and as material pre-conditions to Landlord’s consent to Tenant’s Use of Permitted Hazardous Materials,
Tenant shall comply with the following requirements:


 


	A.	Storage
                                            requirements:



 


		1.	Racks
                                            cannot be greater than 20 ft deep (no limit on length;



 


		2.	Transverse
                                            and longitudinal flues need to be provided every 5 feet;



 


		3.	No
                                            solid shelves;



 


		4.	No
                                            open top containers; and



 


		5.	No
                                            Expanded Exposed Plastics (as such term is generally understood in the industry).



 


	B.	Any
                                            cell manufacturing dry manufacturing and storage areas shall have the following additional
                                            specifications:



 


		1.	Ceiling
                                            sprinkler protection needs to be extended into any and all rooms containing Permitted Hazardous
                                            Materials; and



 


		2.	If,
                                            in Tenant’s sole determination, water damage is a concern then Tenant shall use one
                                            of the following options:



 


		a.	Tenant
                                            shall install a double interlock pre-action sprinkler system; or



 


		b.	A
                                            Novec fire suppression system with a connected reserve.



 


	C.	All
                                            areas of the Building in excess of 30 vertical feet shall utilize K22 or K25 ESFR sprinklers
                                            in compliance with NFPA 13 (2022 Edition).



 






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