Exhibit 10.12

	
	
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PROLOGIS CLEAR LEASE
Simplify your lease. Simplify your business.
PLD Property ID: [ren00891]
[NV]
THIS LEASE is made between Landlord and Tenant as of the Effective Date below.

1. General Defined Terms.

a) Effective Date: /D1/____________________________ /D1/, 20___
b) Landlord: Prologis, L.P., a Delaware limited partnership
c) Landlord Notice Address: Prologis
5520 Kietzke Ln., Suite 230
Reno, Nevada
 89511
 Attn: Market Officer


With copy to: Prologis
1800 Wazee Street
Suite 500
Denver, Colorado 80202
Attn: General Counsel
d) Tenant: Dragonfly Energy Corporation, a Nevada corporation
e) Tenant Notice Address: 1190 Trademark Drive
#108
Reno, Nevada 89521
Attn: General Counsel

With copy to:



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
(“Monthly FOE”):
Operating Expenses: USD$21,892.46

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
 





	
	
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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.

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 





	
	
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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.

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 





	
	
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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 





	
	
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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.

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.

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; 





	
	
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(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.
 





	
	
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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. 





	
	
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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]



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

             LANDLORD:

TENANT:
Dragonfly  Energy Corporation,  a  Nevada
corporation



By: /OPPS1/_________________________________

Name: /OPPN1/Denis Phares

Title: /OPPPresident  &  CEOT1Chief
Executive Officer
Prologis, L.P., a Delaware limited partnership

By:  Prologis, Inc.,
       a Maryland corporation,
       its general partner


By: Authorized Person

______________________________
Megan  Creecy-Herman,  Vice  President  of
ProLogis  Logistics  Services  Incorporated,  a
Delaware corporation 





	
	
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Exhibit A :  SITE PLAN


*in for permit/design subject to review by AHJ









         





	
	
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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.
  





	
	
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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.
  





	
	
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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).