Exhibit 10.3


 


LEASE AGREEMENT


 


This Lease
Agreement (the “Lease”) made and entered into as of the 17th day of October, 2011 between TST Oklahoma City,
LLC (the “Landlord”), and Mercy Rehabilitation Hospital, LLC, an Oklahoma limited liability company (the “Tenant”).


 


In consideration
of the rents, mutual covenants and agreements set forth herein, the Landlord hereby leases to Tenant, and Tenant hereby leases
from Landlord that certain real property and improvements consisting of that certain Inpatient Rehabilitation Hospital located
at 5401 West Memorial Road, Oklahoma City, Oklahoma consisting of a one (1) story, approximately 53,449 square foot building (the
“Building”) with related parking area and surrounding land, as more particularly described herein and on Exhibit
“A” to be attached hereto (the “Premises”).


 


The following,
together with the General Provisions of Lease attached hereto and incorporated herein by reference, constitute the provisions of
this Lease.


 


	(a)	Landlord’s
    Address:	 	With a copy to:
	 	TST
    Oklahoma City, LLC 	 	Wallace Jordan Ratliff & Brandt, LLC 
	 	c/o The Sanders Trust, LLC	 	800 Shades Creek Parkway, Suite 400
	 	 1000
    Urban Center Drive, Suite 675	 	Birmingham,  Alabama 35209
	 	Birmingham,
    Alabama 35242	 	Attn:  Michael J. Brandt
	 	 	 	 
	 	and:	 	 
	 	 	 	 
	 	Harrison
    Street Real Estate Capital	 	DLA Piper LLP (US)
	 	71
    South Wacker Drive, Suite 3575 203

 Chicago, Illinois	 	North LaSalle Street, Suite 1900

Chicago, Illinois 60601
	 	Attn:  Stephen     Gordon	 	Attn:  Shari Helft Lennon
	 	Michael
     Gershowitz	 	 


 


	(b)	Tenant’s
    Address:	 	With a copy to:
	 	Mercy Rehabilitation
    Hospital, LLC	 	Mercy Health f/k/a Sisters of Mercy Health
    System 
	 	c/o Centerre Healthcare Corporation	 	14528 South Outer Forty Road, Suite 100 
	 	5250 Virginia Way, Suite 240	 	Chesterfield,  Missouri  63017
	 	Brentwood, Tennessee
    37027 	 	Attn: VP Real Estate Management
	 	Attn: Darrell Simpson	 	
	 		 	
	 	and:	 	 
	 		 	
	 	Bradley Arant Boult
    Cummings, LLP	 	Mercy Health f/k/a Sisters of Mercy Health
    System 
	 	1600 Division Street, Suite 700	 	14528 South Outer Forty Road, Suite 100 
	 	Nashville,  Tennessee
    37203 	 	Chesterfield,  Missouri  63017
	 	Attn: David Rutter	 	Attn: Nancy Bukovic


  


		(c)	Lease Term: The term
                                         of this Lease (the “Term”) shall commence upon the date (the “Commencement
                                         Date”) that Landlord delivers exclusive possession of the Premises to Tenant following
                                         the “Completion Date,” as such term is defined in that certain Development
                                         Agreement between Landlord, as Owner, The Sanders Trust, as Developer, and Tenant, as
                                         Company, dated October 17, 2011 (the “Development Agreement”). The Term shall
                                         expire at midnight on the last day of the 180th full calendar month after
                                         the Commencement Date, unless renewed or extended in accordance herewith. The Commencement
                                         Date, when identified, will be confirmed by all parties by execution of Exhibit “B”
                                         attached hereto and made a part hereof. In the event Tenant fails to execute and
                                         return Exhibit “B” to Landlord within thirty (30) days of receipt from
                                         Landlord, then the date on Exhibit “B” shall be deemed accepted and
                                         confirmed by Tenant.



 






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		(d)	Option To Renew:
                                         Tenant shall have three (3) succeeding options to renew the Term, each such option, if
                                         exercised, shall extend the Term for a period of ten (10) years, as further described
                                         in Exhibit “C” attached hereto and made a part hereof.



 


		(e)	Base Rent: Base Rent
                                         during the first year of the Lease term shall determined by multiplying the actual Project
                                         Costs (as defined in Section 6(g) of the Development Agreement) by eight and one-half
                                         percent (8.5%) (hereinafter “Base Rent”). By way of illustration only, the
                                         budget for Project Costs is $19,391,187, which (if fully used) results in the initial
                                         Base Rent being $1,648,250.89 per annum, payable in monthly installments of $137,354.24.
                                         At least thirty (30) days prior to the Commencement Date, Landlord shall notify Tenant,
                                         in writing, of Landlord’s best estimate of the actual Project Costs and the Base Rent
                                         shall be initially calculated based on such estimate. Within forty-five (45) days after
                                         the Commencement Date, Landlord shall furnish Tenant with a final, written statement
                                         of Project Costs and the Base Rent shall be recalculated based thereon; provided Tenant
                                         shall have the right to dispute any Project Costs in accordance with the Development
                                         Agreement and the Base Rent shall be recalculated again once such dispute is resolved
                                         pursuant thereto. Within fifteen (15) business days after any recalculation of Project
                                         Costs, Landlord or Tenant, as applicable, shall make any payments necessary to cause
                                         Tenant to have paid the correct Base Rent with respect to prior periods, but not more.
                                         As soon as Project Costs are finally known, Landlord and Tenant shall execute a written
                                         certificate setting forth the exact Base Rent for the first (1st)
                                         year of the Lease term. Notwithstanding anything to the contrary, for purposes
                                         of calculating the Base Rent, in no event will the actual Project Costs exceed the Maximum
                                         Project Costs (as defined in the Development Agreement).



 


Base Rent shall be increased
annually by two and one half percent (2.5%) each year, such increases to be effective on the first day of the month following the
anniversary of the Commencement Date (unless the Commencement Date is on the first day of a month, in which case Base Rent will
be increased annually on the anniversary of the Commencement Date) throughout the term and any renewal or extension terms of the
Lease. Base Rent shall be due and paid in equal monthly installments payable in advance on or before the 1st day of each calendar
month throughout the Lease term.


 


		(f)	Operating Expenses: This is an absolute net lease, meaning
that, except as otherwise expressly provided in this Lease or the Development Agreement, it is the intention of Landlord and Tenant
that all property taxes, insurance expenses, operating costs, utility expenses, and maintenance, repairs or replacement expenses
of every kind and nature relating to the Premises which arise or become due and are allocable to periods during the Term of this
Lease shall be paid by Tenant. Unless otherwise expressly provided herein or in the Development Agreement, Tenant expressly acknowledges
and agrees that Landlord is not obligated to perform any services of any nature with respect to the Premises. In the event Tenant
fails to pay any amount that it expressly owes to a third party under this Lease and Tenant does not cure such failure within
ten (10) days after Tenant’s receipt of written notice from Landlord, then Landlord may pay such amount and Tenant shall promptly
reimburse Landlord therefor, which reimbursement shall herein be referred to as Additional Rent; provided, however, (i) if Tenant
notifies Landlord, in writing, that Tenant is disputing the amount within such ten (10) day period and Tenant’s failure to pay
such amount does not create a material risk of loss or damage to the Premises, then Landlord shall not pay such amount unless
it gives rise to a lien on the Premises that Tenant fails to release in accordance with Section 12 below, and (ii) if Tenant’s
failure to pay the amount creates a material risk of loss or damage to the Premises, then Landlord may immediately pay such amount,
without giving notice to Tenant. As between Tenant and Landlord, Tenant shall be responsible for the solicitation of, contracting
and the payment for all services provided to Tenant at the Premises during the Term.



 


		(g)	Security Deposit: N/A.



 


		(h)	Guaranty: The obligations of Tenant under the Lease shall
be guaranteed on a pro rata basis by both Mercy Health System of Oklahoma and Centerre Healthcare Corporation pursuant to Guaranty
Agreements in form as set forth in Exhibit “D” attached hereto and made a part hereof.



 


		(i)	Purchase
                                         Option: As further described in Exhibit “E” attached hereto.



 


		(j)	Right
                                         of First Offer/Right of First Refusal: In the event Landlord receives a bona fide offer
                                         to sell the Property, Tenant shall have a Right of First Refusal with respect to such
                                         offer as further defined in Exhibit “E” attached hereto.



 






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		(k)	Leasing Brokerage: N/A, as further provided in section
39 herein.



 


		(l)	Permitted Use of Premises: Any or all of the following
purposes and uses incidental thereto (collectively, the “Permitted Uses”): (i) the operation of a rehabilitation hospital
(as further defined in Section 6 below), the provision of medical services and activities related thereto, including, without limitation,
(A) diagnostic and treatment services, tests and procedures by physicians and other health care professionals, (B) medical imaging,
including, without limitation, the operation of CT scanners, MRIs, X-Rays and other imaging equipment, (C) the operation of a
medical clinic, (D) laboratory, (E) the provision of occupational therapy, physical therapy, speech therapy, respiratory therapy
and wellness services, (F) food service, (G) retail sales, including, without limitation, the sale of durable medical products
and other health care related products, (H) pharmacy; and (ii) general office uses.



 


		(m)	Tenant Work Allowance: Intentionally Deleted.



 


		(o)	Except as otherwise set forth herein or in the Development
Agreement, Tenant accepts the Premises “as is, where is” and Landlord shall have no responsibility whatsoever to make
any improvements, alterations, or additions to the Premises.



 


		(p)	Normal Business Hours: Intentionally Deleted



 


[SIGNATURES ON NEXT PAGE]


 




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The parties hereto further agree to be bound by the
terms and provisions of the General Provisions of Lease for the Premises, together with all Exhibits and Amendments, a copy of
which is attached hereto and made a part hereof.


 


For purposes hereof, an electronic
e-mail or a facsimile copy of this Lease Agreement, including the signature pages thereto, shall be deemed a valid and enforceable
original.


 


	TENANT	 	 	LANDLORD:	 	 
	 	 	 	 	 	 
	Mercy Rehabilitation  Hospital, LLC	 	TST Oklahoma City, LLC	 
	 	 	 	 	 	 
	By:	/s/ Thomas K. Chadwick	 	By:	/s/ Rance M.Sanders	 
	Title:	Authorized Representative	 	Title:	Authorized Representative	 
	 	 	 	 	 	 
	WITNESS:	 	 	WITNESS:	[illegible]	 
	WITNESS:	 	 	WITNESS:	[illegible]	 


 







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GENERAL PROVISIONS OF LEASE


 


AT


 


BETWEEN TST OKLAHOMA CITY, LLC, LANDLORD


 


AND


 


MERCY REHABILITATION HOSPITAL, LLC, TENANT


 


RECEIPT


 


THE UNDERSIGNED
HEREBY ACKNOWLEDGES THE RECEIPT, PRIOR TO EXECUTION OF THE LEASE, OF THESE GENERAL PROVISIONS OF LEASE, CONTAINING PAGES 6
THROUGH 20, TOGETHER WITH ATTACHED EXHIBITS, ALL OF WHICH ARE A PART OF THE UNDERSIGNED’S LEASE OF THAT CERTAIN PREMISES.


 


THE UNDERSIGNED FURTHER ACKNOWLEDGES
THAT HE/SHE/IT IS FAMILIAR WITH THE TERMS OF THESE GENERAL PROVISIONS OF LEASE AND AGREES TO BE BOUND BY AND TO BE BOUND BY AND
TO COMPLY WITH THEM.


 


	Mercy Rehabilitation Hospital, LLC	 
	 	 
	BY:	/s/ Thomas
    K. Chadwick	 
	 	 	 
	PRINT NAME:	Thomas K. Chadwick	 
	 	 	 
	ITS:	Authorized Representative	 
	 	 	 
	DATE:	October 17, 2011	 
	 	 	 
	TST Oklahoma City, LLC	 
	 	 	 
	BY:	 	 
	 	 	 
	PRINT NAME:	 	 
	 	 	 
	ITS:	 	 
	 	 	 
	DATE:	October 17, 2011 	 


 








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GENERAL PROVISIONS OF LEASE


 


AT


 


BETWEEN TST OKLAHOMA CITY,
LLC, LANDLORD


 


AND


 


MERCY REHABILITATION HOSPITAL,
LLC, TENANT


 


RECEIPT


 


THE
UNDERSIGNED HEREBY ACKNOWLEDGES THE RECEIPT, PRIOR TO EXECUTION OF THE LEASE, OF THESE GENERAL PROVISIONS OF LEASE,
CONTAINING PAGES ___ THROUGH ___, TOGETHER WITH ATTACHED EXHIBITS, ALL OF WHICH ARE A PART OF THE UNDERSIGNED’S LEASE OF THAT
CERTAIN PREMISES.


 


THE UNDERSIGNED
FURTHER ACKNOWLEDGES THAT HE/SHE/IT IS FAMILIAR WITH THE TERMS OF THESE GENERAL PROVISIONS OF LEASE AND AGREES TO BE BOUND BY AND
TO COMPLY WITH THEM.


 


	Mercy Rehabilitation Hospital, LLC	 
	 	 
	BY:		 
	 	 	 
	PRINT NAME:	 
	 	 	 
	ITS:		 
	 	 	 
	DATE:	October 17, 2011	 
	 	 	 
	TST Oklahoma City, LLC	 
	 	 	 
	BY:	/s/ Rance M. Sanders	 
	 	 	 
	PRINT NAME:	Rance M. Sanders  	 
	 	 	 
	ITS:	Authorized Representative	 
	 	 	 
	DATE:	October 17, 2011	 


 




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	TABLE OF CONTENTS	 
	 SECTION	 	 
	1.	BASE RENT	5
	2.	ADDITIONAL RENT	5
	3.	RENT PAYMENT	6
	4.	PAYMENT FOR OTHER SERVICES	6
	5.	SECURITY DEPOSIT	6
	6.	TENANT’S OCCUPANCY AND USE	6
	7.	LANDLORD’S RIGHT OF ACCESS	7
	8.	QUIET POSSESSION	7
	9.	SERVICES AND UTILITIES	7
	10.	REPAIRS AND MAINTENANCE	7
	11.	TENANT’S ALTERATIONS, FIXTURES AND PERSONAL PROPERTY	8
	12.	TENANT FINISH	8
	13.	LIENS BY TENANT	9
	14.	SUBLETTING AND ASSIGNING	9
	15.	FIRE AND CASUALTY	9
	16.	WAIVER OF SUBROGATION	10
	17.	DEFAULT BY TENANT	10
	18.	DEFAULT BY LANDLORD	11
	19.	INDEMNITY OF LANDLORD-INSURANCE	11
	20.	ATTORNEY’S FEES	12
	21.	TRANSFER OF ASSIGNMENT BY LANDLORD	12
	22.	ESTOPPEL CERTIFICATE	12
	23.	CONDEMNATION	12
	24.	TAXES ON TENANT’S PROPERTY	12
	25.	SIGNS	12
	26.	RULES AND REGULATIONS	12
	27.	FINANCIALSTATEMENTS	13
	28.	HOLDING OVER 	13
	29.	NON-WAIVER	13
	30.	SUBORDINATION AND ATTORNMENT	13
	31.	SUCCESSORS AND ASSIGNS	14
	32.	INTEREST ON TENANT’S OBLIGATION	14
	33.	TIME	14
	34.	APPLICABLE LAW 	14
	35.	SEVERABILITY	14
	36.	EXAMINATION OF LEASE	14
	37.	AUTHORITY OF TENANT	14
	38.	COMMENCEMENT DATE AND PREPARATION OF PREMISES
	14
	39.	BROKERS	15
	40.	NOTICES	15
	41.	RADON GAS	15
	42.	ENTIRE AGREEMENT  	15
	43.	WAIVER OF TRIAL BY  JURY	15


 


EXHIBITS:


 


EXHIBIT “A” – LEASED PREMISES


EXHIBIT “B” – COMMENCEMENT DATE
OF THE TERM


EXHIBIT “C” – OPTION TO RENEW


EXHIBIT “D” – LEASE GUARANTIES


EXHIBIT “E” – PURCHASE OPTION,
RIGHT OF FIRST REFUSAL, RIGHT OF FIRST OFFER


EXHIBIT “F” – OPERATING COST
EXCLUSIONS


EXHIBIT “G” – LEASEHOLD MORTGAGES


EXHIBIT
“H” – PROHIBITED TRANSFEREES


 




    	 	7	 



     


    

 


SEC.
1.  BASE RENT: The amount of Base Rent shall
be as provided above in paragraph (e) on page 2 of this Lease. The term “Rent” as used herein shall Tenant shall, at Tenant'srefer to Base
Rent and Additional Rent. Anything herein to the contrary notwithstanding, in no event will the Base Rent provided for in this
Lease ever be reduced except in accordance with the express provisions of this Lease.


 


SEC.
2. ADDITIONAL RENT: Landlord shall have no responsibility whatsoever to pay any expenses whatsoever related to the
operation of the Premises during the Term, except to the extent expressly provided herein or in the Development Agreement,
and all charges, costs and expenses for which Tenant is responsible under any provision of this Lease, including those
expenses identified in paragraph A. below, shall constitute and hereinafter be referred to as “Additional Rent”.
In the event Landlord incurs or assumes any expense related to the Premises, then Tenant shall reimburse Landlord, as
Additional Rent, for 100% of the expense, within thirty (30) days of the date of Landlord’s invoice; provided Landlord
shall not incur any such costs without Tenant’s written approval or in accordance with the express provisions of this
Lease.


 


A.       Operating
Expenses: It is the intention of all parties that Tenant shall
be responsible for all costs and expenses, maintenance, repair, replacement and operation of the entire Premises, (which includes
all corridors, restrooms, lobbies and any other accessible areas in the Premises, all landscaped areas, all parking areas and all
other exterior areas) during the term of this Lease, except as otherwise expressly provided herein. Tenant shall contract for and
pay directly to each vendor or supplier all Operating Expenses (as hereinafter defined).


 


As used herein,
“Operating Expenses” shall mean, subject to the other terms hereof and the Development Agreement, all costs and expenses
paid or incurred in connection with the operation and maintenance of the Premises incurred by Tenant or levied by any governmental
authority against Premises that are allocable to periods during the Term, including, as example, but not be limited to the following:


 


		(i)	all real estate taxes and all special assessments; all sales taxes on payments of Rent, costs and
expenses of contesting the validity or amount of real estate taxes; insurance deductibles and premiums; all maintenance charges
including but not limited to water, sewer, electrical and other utility charges; service and other charges incurred in the operation
and maintenance and replacement of the heating, ventilation and air conditioning system(s), and electrical, generator, and all
related life safety systems; cleaning and other janitorial services; cleaning, repair, maintenance and replacement of all doors
and windows; cleaning, repair and replacement of all exterior walls and finishes; elevators and all elevator permits, fees, inspections,
service and part replacement; all plumbing related expenses; all tools and supplies; repair costs; cost to repair and replacement
of floor covering, wall covering; and other improvement finishes; landscape maintenance costs; security services; license, post-occupancy
permit and inspection fees; trash removal; snow removal; garage or parking lot maintenance and replacement; and roof repair, maintenance
and replacement.



 


		(ii)	Unless approved by Landlord in writing, Tenant must contract
only with contractors that (i) have a current business license in good standing in all applicable jurisdictions and are registered
with the Secretary of State of Oklahoma and are authorized to conduct business at the Premises, and (ii) provide Certificates
of Insurance (defined below) naming Landlord and Landlord’s agent as Additional Insured.






 


		(iii)	At the Request of Landlord, Tenant shall provide to Landlord copies of all contracts for services
related to the operation, maintenance and repair of the Premises (as opposed to Tenant’s business), invoices for Operating Expenses,
and certificates of insurance.



 


Federal and
State taxes imposed upon or measured by the gross receipts or income of Landlord shall not be considered a part of
Operating Expenses, unless a future change in the method of taxation causes any franchise, gross receipts, income, profit or
other tax to be levied against Landlord in substitution in whole or in part for or in lieu of any tax included as an
Operating Expense hereunder. In such event, any such franchise, gross receipts, income, profit or other tax shall (with
appropriate adjustments where necessary) be deemed to be Operating Expenses for the purposes hereof. In no event shall
Operating Expenses include any of the costs described on Exhibit “F.”


 




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B.   Tenant
Payment of Additional Rent: Tenant shall pay for all Additional Rent directly to the provider or providers of every service
on or before the date due, and, upon request by Landlord, shall provide copies of receipts or other evidence of payment. In the
event Tenant fails to make such payments(s) when due and does not cure such failure within the periods provided in Section 16 below,
then Landlord may, but shall not be obligated to, make such payments and the same shall be due from Tenant to Landlord as Additional
Rent upon written notice from Landlord. Further, Landlord shall not be in default hereunder or be liable for any damages, directly
or indirectly, resulting from, nor shall the Rent herein be abated, due to the installation, use or interruption of use of any
equipment in connection with utilities or any other service provided to the Premises, unless caused by Landlord’s negligent acts
or willful misconduct or breach of the Development Agreement.


 


 C. Revisions of Estimated Additional Rent: Intentionally Deleted




 


 D. Annual Adjustment to Additional Rent: Intentionally Deleted.




 


SEC. 3.
RENT PAYMENT: The Base Rent, Additional Rent, and all other sums required to be paid by Tenant hereunder, are sometimes collectively
referred to as, and shall constitute, “Rent.”


 


Rent is due on or
before the first day of each month throughout the Lease term. Rent shall be paid by Tenant when due, without prior demand therefore
and without deduction or set off unless otherwise specifically provided herein, at such place as Landlord may designated from
time to time. Tenant’s timely payment of monthly Rent due is stipulated herein and Landlord shall have no obligation or
requirement to provide Tenant further or additional notice of monthly Rent due. In the event that Landlord should notify Tenant
of monthly Rent due, such notice shall be considered a “courtesy” notice of Landlord and shall in no way alter the
provisions of Tenant’s obligation to make automatic and recurring monthly Rent payments on or before the 1st
day of each month as provided herein.


 


In the event
any installment of Base Rent, Additional Rent or other amount due from Tenant to Landlord under this Lease shall not be paid within
five (5) days after it is due, a late charge of One Hundred dollars ($100.00) per day may be charged by Landlord, as Additional
Rent, for the purpose of defraying Landlord’s administrative expenses incident to the handling of such overdue payments, and Tenant
agrees to pay such Rent to Landlord upon demand.


 


SEC. 4.
PAYMENT FOR OTHER SERVICES: Tenant agrees to pay to Landlord as Rent all charges for any services, goods, or materials furnished
by Landlord at Tenant’s request immediately upon receipt of Landlord’s written request for payment.


 


SEC. 5. SECURITY DEPOSIT: Not applicable.


 


SEC. 6. TENANT’S OCCUPANCY AND USE:


 


A.        The
Leased Premises shall be used and occupied by Tenant solely for the Permitted Uses. Tenant will not use, occupy or permit the
use or occupancy of the Premises for any purpose which is, directly or indirectly, forbidden by applicable law, ordinance or
governmental or municipal regulation or order, held to be immoral to the then standards of the United States Supreme Court;
or permit the maintenance of any public or private nuisance.


 


B.         Tenant
shall not cause, and Tenant shall not permit its employees, agents, contractors or invitees to cause, the release or
disposal of any hazardous substances, wastes or materials, or any medical, special or infectious wastes, on or about the
Premises, except to the extent such release or disposal is in compliance with all applicable laws, rules, ordinances and
regulations regarding the same. Hazardous substances, wastes or materials shall include those which are defined in the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 41 USC Section 9601 et seq; the
Resource Conservation and Recovery Act as amended, 41 USC Section 6901 et seq; the Toxic Substances Control Act, as amended,
15 USC Section 2601 et seq; and medical, special or infectious wastes shall include those which are defined pursuant to the
medical waste regulations which have been promulgated by the state in which the premises are located, and as further set
forth in any state or local laws and ordinances, and their corresponding regulations. Tenant shall comply with all rules and
policies set by all federal, state and local laws and regulations and ordinances which govern the use, storage, handling and
disposal of hazardous substances, wastes or materials and medical, special or infectious wastes (collectively,
“Hazardous Waste”). In the event of any release of such Hazardous Waste by Tenant on the Premises in violation of
applicable laws, (i) Tenant shall monitor, clean-up and
remediate such Hazardous Waste to the extent required by applicable governmental authorities in accordance with applicable
laws, and (ii) Tenant shall indemnify, defend and hold Landlord harmless from and against any third party claims and
associated liability arising out of or connected with Tenant’s failure to comply with the terms of Section 6, which terms
shall survive the expiration or earlier termination of this Lease. Nothing herein shall be deemed to make Tenant liable or
responsible for any condition existing as of the Commencement Date or caused by Landlord or any of its agents, employees,
contractors or representatives.


 




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C.         Subject
to the other terms hereof, Landlord may, at its option, terminate this Lease and recapture the Premises, by giving written
notice to Tenant, if no business operations are conducted in the Premises for a Qualifying Period and Tenant does not agree
to resume using the Premises for the Permitted Uses within thirty (30) days after its receipt of such notice. For purposes
hereof, the term “Qualifying Period” means any period of three (3) consecutive months or more, excluding: (i) any
period when no business operations are being conducted in the Premises due to damage caused by fire or other casualty or the
repair of such damage, (ii) any period when no business operations are being conducted in the Premises due to alterations,
additions or improvements to the Premises or changes to the business operations being conducted therein; or (iii) any period
when no business operations are being conducted in the Premises due to an Event of Force Majeure (as defined in Section 6.D.).
Notwithstanding anything to the contrary, Tenant’s discontinuance of its business operations in the Premises shall not
constitute a default hereunder.


 


D.         For
purposes hereof, Event of Force Majeure” means any strike, lockout, labor dispute, embargo, flood, earthquake, storm, lightning,
fire, casualty, epidemic, act of God, war, national emergency, civil disturbance or disobedience, riot, sabotage, terrorism, taking
by condemnation, restraint by court order or other occurrence beyond the reasonable control of Tenant. The period Tenant has to
perform any obligation under this Lease shall be extended by the amount of time that performance of the obligation is prevented
by an Event of Force Majeure; provided the provisions of this section shall not operate to extend the period Tenant has to pay
any Rent.


 


SEC.
7. LANDLORD’S RIGHT OF ACCESS: Landlord or its authorized agents shall at any and all reasonable times have the right to enter
the Premises at all reasonable hours to inspect the same, or to perform any obligation of Landlord hereunder, or to show the Premises
to prospective purchasers, lenders or tenants, all without being deemed guilty of an eviction of Tenant and without abatement of
Rent; provided the business of Tenant shall be interfered with as little as is reasonably practicable. Tenant hereby waives any
claim for damages for any injury or inconveniences to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment
of the Premises, and any other loss occasioned thereby resulting from Landlord’s exercise of its rights hereunder, except to the
extent caused by the negligent acts, willful misconduct or breach of this Lease by Landlord or any of its agents, employees, contractors
or representatives. For each of the aforesaid purposes, Landlord shall at all times have and retain a key with which to unlock
all of the doors in, upon and about the Premises, excluding Tenant’s vaults and safes. Landlord shall have the right to use any
and all means which Landlord may deem proper to open any door(s) in an emergency without liability therefor. In exercising its
rights hereunder, Landlord shall comply with all applicable laws (including, without limitation, the Health Insurance Portability
and Accountability Act of 1996, as amended, and all related regulations), and any standard or requirements of The Joint Commission
or similar body with oversight over Tenant’s operations in the Premises, and Landlord shall not enter any patient rooms or treatment
areas without Tenant’s approval. Tenant shall have the right to accompany Landlord and its agents, employees, contractors, lenders,
prospective purchasers, lenders and tenants whenever they enter the Premises, and Landlord shall coordinate with Tenant prior to
exercising its rights hereunder.


 


SEC.
8. QUIET POSSESSION: Upon Tenant’s paying the Rent reserved hereunder and observing and performing all of the covenants, conditions
and provisions on Tenant’s part to be observed and performed hereunder, Tenant shall have the quiet possession of the Premises
for the entire Term hereof, subject to all of the provisions of this Lease.


 


SEC. 9. SERVICES
AND UTILITIES: Tenant shall in all respects be responsible for all services and utilities installed or caused to be installed
in the Premises and the proper operation of same. Landlord shall not be liable in damages or otherwise for failure, stoppage or
interruption of any such service, nor shall the same be construed as an eviction of Tenant, work an abatement of rent, or relieve
Tenant from the operation of any covenant or agreement, except nothing herein shall be deemed to limit Landlord’s obligations
and liabilities under the Development Agreement (including, without limitation, its obligation to correct defects) or as a result
of any negligent acts, willful misconduct or breach of this Lease by Landlord or any of its agents, employees, contractors or
representatives.


 




    	 	10	 



     


    




 


SEC.
10. REPAIRS AND MAINTENANCE: Tenant, at its sole cost and expense, will keep the Premises including all
improvements located thereon, in a reasonably good and clean condition and state of repair, ordinary wear and tear and
casualty or condemnation loss excepted, and Tenant will promptly, at its sole cost and expense, make all necessary or
appropriate repairs, replacements and renewals required to keep the Premises in such condition, whether interior or exterior,
ordinary or extraordinary, foreseen or unforeseen; provided nothing herein shall be deemed to require Tenant to perform any
obligations that are Landlord’s or Developer’s responsibility under this Lease or the Development Agreement
(including, without limitation, the correction of defects that are Landlord’s or Developer’s responsibility under
the Development Agreement). Without limiting the generality of the foregoing, Tenant acknowledges that Tenant’s
obligations under this paragraph include the maintenance, repair and replacement of structural elements of the Building
(including, without limitation, the roof and exterior of the Building), plumbing, electrical components, doors, windows, HVAC
and other building mechanical systems, landscaping, driveways and parking areas and such additional maintenance as may
be necessary because of damages by persons other than Tenant, its agents, employees, invitees or visitors. All repairs,
replacements and renewals made by Tenant shall be at least substantially equal in quality and construction standards to the
original condition of the Premises. Tenant further covenants and agrees that Tenant will not commit or suffer to be committed
any waste of the Premises. At the expiration of the Lease term, Tenant will remove all of its equipment, trade fixtures,
furniture and personal property placed by it in the Premises, immediately repair any material damage caused by the removal
thereof, and will surrender the Leased Premises in as good order as the same as on the Commencement Date, reasonable wear and
tear and casualty or condemnation loss excepted, provided that, Tenant will not remove any property from the Premises, the
cost of which was otherwise paid for by Landlord. Landlord shall not be required to make any improvements or repairs of any
kind or character in the Premises during the term of this Lease, except (i) Landlord shall pay the cost of any repairs,
maintenance or replacements required due to damage to the Premises caused by Landlord or any of its agents, employees,
contractors and representatives, and (ii) improvements and repairs that are Landlord’s or Developer’s express
responsibility under this Lease and the Development Agreement (including, but not limited to, its obligation to correct
defects).


 


With respect
to those repairs, replacements or renewals reasonably made by Tenant in accordance with this Section 10 during the last two (2)
years of the Term and classified as capital expenditures, in accordance with generally accepted accounting principles in the United
States, generally applied to the ownership and management of medical office building properties (each a “Capital Item”),
if this Lease expires or terminates (for any reason other than a default by Tenant) prior to the agreed-upon expected useful life
of any Capital Item, then Landlord shall reimburse Tenant for a percentage of the approved cost expended by Tenant for such Capital
Item, such percentage being equal to the percentage of the agreed-upon expected useful life that extends beyond the termination/expiration
date of this Lease, measured from the date of Tenant’s full completion of and payment for the Capital Item. Landlord shall pay
any such reimbursement to Tenant within thirty (30) days after the expiration/termination of this Lease and payment by Tenant of
all Rent due, and Landlord’s receipt from Tenant of a request for payment that details each applicable Capital Item, as well as
the approved cost and then-remaining portion of the agreed expected useful life of each such Capital Item. Prior to incurring the
cost of any Capital Item during the last two (2) years of the Term, Tenant shall give written notice to Landlord of such Capital
Item (a “Capital Item Notice”). If Landlord reasonably believes that any such Capital Item is not necessary, Landlord
shall have a period often (10) days after its receipt of the Capital Item Notice for such Capital Items to notify Tenant, in writing,
that Landlord objects to such Capital Item; provided if Landlord fails to give Tenant written notice of its objection to any Capital
Item within such ten (10) day period, then Landlord shall be deemed to have approved the same. If Landlord timely objects to any
Capital Item that Tenant desires to undertake during the last two (2) years of the Term, (i) Tenant shall retain a qualified engineer
or consultant, who is reasonably acceptable to Landlord, to determine whether such Capital Item is reasonably necessary or advisable,
and (ii) such engineer’s or consultant’s determination shall be final and binding on Landlord and Tenant. If Landlord objects to
a Capital Item and such engineer or consultant determines the same is reasonably necessary or desirable, then Landlord shall pay
the fees charged by such engineer or consultant. Otherwise, Tenant shall be responsible for paying the fees of any engineer or
consultant retained to review the need for any Capital Item pursuant hereto.


 


On or before
the Commencement Date, Landlord shall deliver to Tenant clean, readable copies of all guarantees and warranties issued in connection
with the development of the Premises and all manufacturer’s, contractor’s,
subcontractor’s and supplier’s instructions, maintenance manuals, replacements lists, detailed drawings and any technical requirements
necessary to operate and maintain the Premises.


 




    	 	11	 



     


    

 


SEC. 11.   TENANT’S
ALTERATIONS, FIXTURES AND PERSONAL PROPERTY:   Tenant covenants and agrees that it will make no structural
change, interior alterations or additions without Landlord’s written consent in advance, and without first furnishing the
Landlord fifteen (15) days advance notice outlining in detail the proposed changes or alterations; provided that Landlord’s
consent shall not be required (but notice outlining in detail the proposed changes or alterations shall be required) for interior,
non-structural alterations which cost less than the Threshold Amount during any calendar year. The “Threshold Amount”
shall initially be $150,000 and shall be increased by three percent (3%) on each anniversary of the Commencement Date. For those
changes or alterations which cost in excess of the Threshold Amount and require the consent of Landlord, Landlord shall not unreasonably
withhold its consent and Landlord shall be deemed to have approved such matters as presented by Tenant unless Landlord provides
Tenant with written objections within thirty (30) days of its receipt of such notice.


 


Any such
changes, interior alterations or additions (including but not limited to wall-to-wall carpeting, paneling and other wall coverings)
approved in writing by Landlord shall be surrendered to Landlord upon termination or expiration of this Lease, Tenant hereby waiving
all rights to any payment or compensation therefore, except for Capital Items for which it is entitled to compensation under the
terms of Section 10. All costs and expenses of any approved changes, interior alterations or additions shall be borne solely by
Tenant. Any contractor or person making such improvements for Tenant must first be approved in writing by Landlord, which approval
shall not be unreasonably withheld; provided such approval shall be deemed to have been given unless Landlord notifies Tenant,
in writing, of its objections to such contractor or person within ten (10) days after Tenant submits a written summary of such
contractor’s or person’s qualifications.


 


Tenant
may remove its trade fixtures, office supplies, movable office furniture or equipment and other personal property not attached
to the Premises provided: (a) such removal is made prior to the termination of this Lease; (b) Tenant is not in material default
of any obligation or covenant under this Lease at the time of such removal; and (c) Tenant promptly repairs all material damage
caused by such removal.


 


SEC.
12. LIENS BY TENANT: Tenant shall keep the Premises free from any liens arising out of any work performed, materials furnished,
or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (10) days following written notice to
Tenant of the imposition of any such lien, cause the same to be released of record by payment or posting of a proper bond, Landlord
shall have, in addition to all other remedies provided herein and by law, the right but not the obligation, to cause the same to
be released by such means as it shall deem proper, including payment of or defense against the claim giving rise to such lien.
All sums paid by Landlord and all expenses incurred by it in connection therewith shall create automatically an obligation of Tenant
to pay, on demand, an equivalent amount together with interest at a rate of twelve percent (12%) per annum as Rent. No work which
Landlord permits Tenant to perform in the Premises shall be deemed to be for the immediate use and benefit of Landlord so that
no mechanics or other lien shall be allowed against the estate of Landlord by reason of its consent to such work.


 


SEC.
13. SUBLETTING AND ASSIGNING:  Except as otherwise expressly provided herein, Tenant shall not assign this Lease, or allow
it to be assigned, in whole or in part, by operation of law or otherwise, or sublet the Premises, or any part thereof, without
the prior written consent of Landlord, which consent shall not be unreasonably withheld, qualified or delayed. Tenant may assign
this Lease to Mercy Health System of Oklahoma, an Oklahoma not-for-profit corporation (“Mercy”), Centerre Healthcare
Corporation (“Centerre”) or any of their respective affiliates, without such prior written consent. In addition: (i)
Tenant may sublet any portion of the Premises, without obtaining Landlord’s consent, so long as Tenant continues to occupy and
utilize at least a majority of the space in the Premises for the Permitted Uses and the Subtenant is using its subleased space
for the Permitted Uses or activities in support of Tenant’s operations therein; and (ii) Tenant shall have the right to assign
this Lease or sublet the Premises for the Permitted Uses, without obtaining Landlord’s consent, to (A) any parent company, subsidiary
or affiliate of Tenant, (B) any corporation or other entity in conjunction with a consolidation, reorganization or merger involving
Tenant or Tenant’s parent company; (C) any corporation or other entity purchasing all or substantially all of the assets of any
parent company of Tenant; or (D) any joint venture or other entity in which Tenant or any parent company, subsidiary or affiliate
of Tenant holds at least fifty percent (50%) of the voting rights. Upon request, Tenant shall furnish Landlord with a written list
of any subleases related to the Premises then in effect, together with a written copy of such subleases.


 




    	 	12	 



     


    

 


Except as
expressly provided in this Section 13, no assignment of this Lease or sublease shall ever result in the release of Tenant
from its obligations and liabilities under this Lease or the release of any guarantor of Tenant’s obligations under
this Lease (a “Guarantor’’) from its obligations and liabilities under its guaranty thereof (a
“Guaranty”), unless Landlord and the holder of any Mortgage consent to such release, in writing; provided, to the
extent any assignee expressly assumes Tenant’s obligations and liabilities under this Lease, Landlord agrees not to
unreasonably withhold, qualify or delay such consent. Notwithstanding the foregoing, if a Guarantor or its affiliate (a
“Selling Guarantor”) sells its ownership interest in the Tenant to another Guarantor or its affiliate (a
“Buying Guarantor”) at any time after the third year of the Term, then the Selling Guarantor shall be
automatically released from its obligations and liabilities under its Guaranty if, at the time of the sale or anytime
thereafter: (i) the Buying Guarantor agrees to increase its maximum liability under its Guaranty to cover one hundred percent
(100%) of Tenant’s liabilities hereunder; (ii) the Buying Guarantor has a Debt to EBITDA ratio of not more than 3.5:1;
and (iii) either (A) the Buying Guarantor has a net worth that equals or exceeds One Hundred Twenty Five Million and No/100
Dollars ($125,000,000.00), or (B) the Buying Guarantor has a net worth that equals or exceeds the net worth of the Selling
Guarantor, and Tenant has a EBITDAR to Rent & Debt
Service ratio of at least 2:1. As used
herein, (i) the term ‘Debt’ shall mean the then funded long-term debt of the Buying Guarantor under GAAP,
including the short-term portions thereof, (ii) EBITDA and EBITDAR of the Buying Guarantor shall be determined in accordance
with GAAP for any Test Period; (iii) the term “Rent & Debt Service” means the annual Base Rent due under this
Lease during the Test Period, plus the sum of principal and interest payments due from Tenant on any loans funded to Tenant
during such Test Period; and (iv) the term “Test Period” means with respect to any date, the four (4) full
calendar quarters immediately preceding the calendar quarter in which such date occurs. In the event that Landlord’s
lender shall require a new appraisal of the Premises in connection with the release of any Guarantor, Tenant shall pay the
reasonable cost of such appraisal. Landlord shall not be required to collect any rents or other payments from any party on
behalf of Tenant’s, and Landlord’s acceptance of rents from any other party on behalf of Tenant’s account
shall not be construed to constitute a novation or a release of Tenant or any Guarantor from its obligations under this Lease
or any guaranty, as applicable.


 


A transfer of
a majority of the stock and control of Tenant if Tenant is a corporation shall be deemed an assignment for purposes of this
Section 13; provided, this Section 13 shall not apply to or be deemed to limit or prohibit: (i) transfers of the stock or
other ownership interests of Tenant among existing stockholders, owners, or any of their respective affiliates, immediate
family members, or a trust or entity created for the benefit of their immediate family members; (ii) transfers of outstanding
voting stock or ownership interests of Tenant that are traded on a recognized national securities exchange for so long as
such stock or ownership interests continue to be so traded; or (iii) any transfer of the stock or other ownership interests
of any owner of Tenant (including, but not limited to, any stockholder, member, partner or limited partner). For purposes
hereof, the term “control” means majority ownership or the possession of the power to direct the day-to-day
management and policies of an entity.


 


Notwithstanding
anything to the contrary contained herein, Tenant shall have the right, power and authority to place a mortgage, deed of trust
or similar lien (a “Leasehold Mortgage”) on Tenant’s interest in and under this Lease and the leasehold estate
created hereby (collectively, the “Leasehold Estate”), without obtaining Landlord’s consent; provided any such
Leasehold Mortgage shall (i) encumber only Tenant’s Leasehold Estate and not Landlord’s interest in the Premises or
this Lease, and (ii) only be granted to a Qualified Financial Institution. For purposes hereof, a “Qualified Financial Institution”
shall mean any person or entity customarily engaged in the business of providing real estate financing, including but not limited
to any commercial bank, insurance company, pension fund, equity fund, trust, savings bank, investment bank, a company in the business
of “securitizing” loans or a so-called conduit lender. Tenant shall also have the right, power and authority to grant
a security interest in Tenant’s Personal Property (as defined in Section 18.B.) and Landlord shall not have any lien thereon.
In the event Tenant enters into any Leasehold Mortgage, the provisions of Exhibit “G” shall apply.


 


SEC. 14. FIRE
AND CASUALTY: Tenant shall, at Tenant’s expense, and at all times maintain casualty insurance on all the Premises and appurtenant
structures in accordance with the provisions of Section 18 hereof. Unless this Lease is terminated pursuant to this Section 14,
if the Premises are partially or totally destroyed by fire or other casualty, then (i) Tenant shall repair and restore the Premises
as soon as it is reasonably practicable, to substantially the same condition in which the Premises were before such damage and
(ii) in no event shall there be any abatement of Rent, except the Rent shall abate in proportion to the area of the Premises that
is not reasonably usable as a result of such fire or other casualty to the extent the same was caused by the negligent acts, willful
misconduct or breach of this Lease by Landlord or any of its agents, employees, contractor or representatives.


 




    	 	13	 



     


    

 


If (i) the Premises
are damaged by fire or other casualty at any time after the fifteenth (15th) anniversary of the Commencement Date and
(ii) it will take more than two hundred seventy (270) days to repair such damage, as determined by Tenant’s architect, or
cost more forty percent (40%) of the replacement cost of the Building to repair such damage, then Tenant may terminate this Lease
by giving written notice to Landlord within sixty (60) days after the occurrence of such damage. Except as otherwise expressly
provided herein, Tenant shall not have the right to terminate this Lease as a result of damage to the Premises caused by fire
or other casualty. If the Premises are damaged by a fire or other casualty and this Lease is terminated as a result thereof, then
Tenant shall pay Landlord an amount equal to the insurance proceeds received by Tenant pursuant to its property insurance on account
of such damage (or that would have been received had Tenant obtained property insurance coverage on terms and in the amounts required
by this Lease), less the unamortized cost of any changes, alterations or additions paid for by Tenant (calculated by amortizing
the cost of the same over their useful life in accordance with Tenant’s standard accounting procedures). Tenant shall be
entitled to receive and retain all property insurance proceeds paid on account of loss or damage to Tenant’s equipment,
fixtures, trade fixtures, furnishings and other personal property caused by any such fire or other casualty and all business interruption
insurance proceeds paid on account of any such fire or other casualty.


 


SEC. 15. WAIVER
OF SUBROGATION: Landlord and Tenant hereby waive any rights each may have against the other, on account of any loss or damage
occasioned to Landlord or Tenant, as the case may be, to the Premises or its contents arising from any risk covered by valid and
enforceable fire and extended coverage insurance, to the extent of such coverage. Landlord and Tenant each agree to cause an endorsement
to be furnished to their respective insurance policies recognizing this waiver of subrogation.


 


SEC. 16.
DEFAULT BY TENANT:


 


		A.	The occurrence of any of the following shall constitute
a material default and breach of this Lease by Tenant (an “Event of Default”):



 


		(i)	Any failure by Tenant to pay any Rent within five (5) days
after the same is due, unless such failure is cured by Tenant within five (5) days after Tenant receives written notice of the
same from Landlord in accordance with the notice provisions of this Lease; provided, however, if Tenant fails to pay any Rent
within five (5) days after the same is due twice in any calendar year, then an Event of Default shall be deemed to have occurred
upon Tenant’s failure to pay any subsequent installment of Rent during such calendar year within five (5) days after the same
is due hereunder (without the necessity of Landlord giving Tenant notice of such failure and an opportunity to cure the same);



 


		(ii)	Any failure by Tenant to observe and perform any other provision of this Lease to be observed
                                                                                or performed by Tenant, where such failure continues for thirty (30) days after written notice to Tenant; provided if such
                                                                                failure cannot reasonably be cured within thirty (30) days and Tenant shall have commenced to cure said failure within said
                                                                                thirty (30) days and continues diligently to pursue the curing of the same, then Tenant shall not be in default hereunder. In
                                                                                the event Tenant fails to perform any obligations under this Lease and such failure results in an Event of Default, then
                                                                                Landlord may, but shall not be obligated to, perform such obligations and the reasonable cost thereof shall be deemed
                                                                                Additional Rent under Section 2 hereof.








 


		(iii)	Tenant admits in writing that it cannot meet its obligations as they become due; or is declared
insolvent according to any law; or assignment of all or substantially all of Tenant’s property is made for the benefit of creditors;
or a receiver or trustee is appointed for Tenant or its property; or the interest of Tenant under this Lease is levied on under
execution or other legal process; or any petition is filed by or against Tenant to declare Tenant bankrupt (provided that no such
levy, execution, legal process or petition filed against Tenant shall constitute a breach of this Lease if Tenant shall vigorously
contest the same by appropriate proceedings and shall cause the same to be dismissed, removed or vacated within thirty (30) days
from the date of its filing).



 




    	 	14	 



     


    

 


 


		B.	In
the event of, but only in the event of, an Event of Default by Tenant, Landlord, at its option, may have one or more of
the following remedies in addition to all other legal rights and remedies:



 


		(i)	Landlord may terminate this Lease and without further notice repossess the Premises by picking
or changing locks to the Premises or otherwise, in which case Landlord shall be entitled to recover as damages a sum of money equal
to the total of (1) the cost of recovering the Premises, (2) the unpaid Rent earned at the time of termination, plus interest thereon,
(3) the balance of the Rent for the remainder of the term less the fair rental value of the Premises, discounted to the present
at the prime rate as then published by the Wall Street Journal, (4) reasonable costs of reletting and repairing the Premises, and
(5) any other sum of money and actual damages owed by Tenant to Landlord hereunder;



 


		(ii)	Landlord may immediately terminate Tenant’s right of possession of the Premises, but not terminate
the Lease, in which case Landlord may without notice or demand enter upon the Premises or any part thereof and take absolute possession
of the same, pick or change the locks, and, at Landlord’s sole option may relet the Premises or any part thereof for such terms
and such rents as Landlord may reasonably elect. In the event Landlord shall elect to so relet, then rent received by Landlord
from such reletting shall be applied first, to the payment of any indebtedness other than Rent due hereunder from Tenant to Landlord,
second, to the payment of any reasonable cost of such reletting, including, without limitation, refurbishing costs and leasing
commissions, and third, to the payment of Rent due and unpaid hereunder, and Tenant shall satisfy and pay any deficiency upon demand
therefore from time to time. Any entry into and possession of the Premises by Landlord shall be without liability or responsibility
to Tenant and shall not be in lieu of or in substitution for any other legal rights of Landlord hereunder. Tenant further agrees
that Landlord may file suit to recover any sums due under the terms of this Lease and that no recovery of any portion due Landlord
hereunder shall be any defense to any subsequent action brought for any amount not therefore reduced to judgment in favor of Landlord.
Reletting of the Premises shall not be construed as an election on the part of Landlord to terminate this Lease and, notwithstanding
any such reletting without termination, Landlord may at any time thereafter elect to terminate this Lease for default.



 


In no event
shall Tenant by liable to Landlord for any consequential, punitive or exemplary damages as a result of its default under or
breach of this Lease, except nothing herein shall be deemed to limit Tenant’s liability for consequential damages to
the extent expressly provided in Section 28 below. Landlord agrees to use reasonable efforts to mitigate the damages arising
from any default or breach of this Lease by Tenant. In repossessing or retaking possession of the Premises pursuant to this
section, Landlord shall coordinate with Tenant and provide Tenant with a reasonable opportunity to care for and transport its
patients from the Premises.


 


SEC. 17. DEFAULT
BY LANDLORD: Except as otherwise provided in this Lease, Landlord shall be in default under this Lease if Landlord fails to
perform any of its obligations hereunder and said failure continues for a period of thirty (30) days after written notice thereof
from Tenant to Landlord (unless such failure cannot reasonably be cured within thirty (30) days and Landlord shall have commenced
to cure said failure within said thirty (30) days and continues diligently to pursue the curing of the same). If Landlord shall
be in default under this Lease and, as a consequence of such default, Tenant shall recover a money judgment against Landlord,
such judgment shall be satisfied only out of the right, title and interest of Landlord in the Premises as the same may then be
encumbered and Landlord shall not be liable for any deficiency. In no event shall Tenant have the right to levy execution against
any property of Landlord other than its interest in the Premises.


 


SEC. 18. INDEMNITY
OF LANDLORD-INSURANCE:


 


A.        Except
for the negligent acts, willful misconduct or breach of this Lease or the Development Agreement by Landlord or any of its
agents, employees, contractors or representatives that is not waived in writing by Tenant, Tenant covenants that Landlord
shall not be liable for any damage or liability of any kind or for any injury to or death of persons or damage to property of
Tenant or any other person, including consequential loss or damage, from any cause whatsoever by reason of the use,
occupancy, or enjoyment of the Premises by Tenant or any person therein or holding under Tenant. Tenant hereby agrees, as
part of the material consideration for this Lease, to indemnity and save Landlord harmless from all third party claims and
associated actions, demands, costs, expenses and liabilities whatsoever (including reasonable attorneys’ fees, on account of
any such real or claimed damage or liability, and for all liens) arising from personal injury or property damage occurring
in, or at any portion of Premises or arising out of Tenant’s use, occupancy or enjoyment of any portion of the Premises, or
any repairs or alterations which Tenant may make upon the Premises. Landlord agrees, as part of the material consideration
for this Lease, to indemnify and save Tenant harmless from all third party claims and associated actions, lawsuits, demands,
costs, expenses and liabilities whatsoever (including reasonable attorneys’ fees, on account of any such real or claimed
damage or liability, and for all liens) arising from any negligent acts, breach of contract, or willful misconduct of
Landlord related to the ownership of the Premises.


 



    	 	15	 



     


    

 





B.        Tenant
shall, at Tenant’s expense maintain property insurance on the Premises (including, without limitation, all appurtenant structures,
if applicable) in the amount of  100% of the replacement costs of the Premises (including, without limitation, all buildings, structures,
fixtures and improvements forming a part thereof), written on an “all risk” basis (the “Premises Property Insurance”).
In addition, Tenant shall, at Tenant’s expense, obtain and keep in force at all times during the term of the Lease, a policy or
policies of property insurance covering loss or damage to any and all of the personal property, trade fixtures, furnishings, and
Tenant’s business contents (collectively, “Tenant’s Personal Property”) at the Premises in the amount equal to their
actual cash value, which shall cover risk of loss or damage normally covered in an “all risk” policy as such term is
used in the insurance industry. The proceeds of the Premises Property Insurance shall be used for repair or replacement of the
Premises and shall be payable solely to Landlord or any mortgagee or beneficiary under a deed of trust holding a lien encumbering
the Premises to be held and applied to the costs of restoring the Premises and made available to Tenant as it incurs such costs,
and Tenant shall have no interest therein, except for its interest in insurance proceeds payable for the destruction of Tenant’s
Personal Property and any changes, alterations or additions paid for by Tenant. Tenant shall be responsible for the amount of all
deductibles. Additionally, Tenant shall maintain coverages as follows:


 


		(i)	Liability Coverage. Tenant
                                         shall, at Tenant’s expense maintain a policy of commercial general liability insurance
                                         insuring Tenant, and as additional insureds, Landlord and Landlord’s lender, against
                                         liability arising out of the ownership, use, occupancy, or maintenance of the Premises
                                         or from any other cause covered by a commercial general liability insurance policy applicable
                                         to Tenant’s operations at the Premises, known or unknown.In case of personal
                                         injury to or death of any person, $3,000,000 for each occurrence and, in case of property
                                         damage, not less than $1,000,000 for any one occurrence. The amount of such insurance
                                         shall be subject to periodic increase, upon request by Landlord, based upon inflation,
                                         increased liability awards, recommendation of professional insurance advisors, and other
                                         relevant factors, as determined by Tenant in its reasonable judgment.



 


		(ii)	Workers Compensation. Throughout
                                         the performance of any work, alterations or improvements that Tenant shall perform or
                                         cause to be performed in the Premises, Tenant, at its expense, shall carry, or cause
                                         to be carried, worker’s compensation insurance in statutory limits.



 


		(iii)	Business Loss. Throughout
                                         the term of the Lease, Tenant shall insure against business loss insurance, in such amounts
                                         as Tenant determines, in good faith, to be appropriate with respect to its business operations
                                         at the Premises, which is in an amount that is sufficient to cover the Rent due under
                                         this Lease for a period of at least twelve (12) months and has a commercially reasonable
                                         deductible.



 


Tenant shall
furnish Landlord policies or certificates evidencing such coverage and naming Landlord and Landlord’s lender as
Additional Insured, and if available on commercially reasonable terms, such certificates shall state that such insurance
coverage may not be changed or canceled without at least thirty (30) days prior written notice to Landlord and Tenant. In the
event Tenant shall fail to procure such insurance immediately following written notice from Landlord, then Landlord may at
its option procure the same for the account of Tenant and the cost thereof shall be paid to Landlord as Additional Rent upon
receipt by Tenant of bills therefore.


 




    	 	16	 



     


    

 


Tenant
shall not permit anything to be done which shall invalidate the insurance policies required under the Lease. Limits of insurance
shall not limit Tenant’s liability nor relieve Tenant of any obligation hereunder.


 


SEC. 19. LANDLORD
DEFAULT. If (i) Landlord defaults under or breaches this Lease or Landlord or Developer fails to remedy any defect, deficiency
or violation of applicable law related to the Premises to the extent it is required to do so under the Development Agreement (a
“Construction Defect”) and (ii) Landlord does not cure such default or breach or Construction Defect (or cause the same
to be cured) within thirty (30) days after Tenant gives written notice to Landlord thereof, in writing, then the same shall constitute
a “Landlord Default” and Tenant shall have the right (but not the obligation) to attempt to cure such Landlord Default;
provided if any such default or breach or Construction Defect cannot reasonably be cured within thirty (30) days and Landlord
commences to cure the same within the thirty (30) days after receiving written notice from Tenant, then no Landlord Default shall
be deemed to have occurred so long as Landlord diligently and continuously cures such default or breach or Construction Defect.
Notwithstanding the foregoing, in cases of emergency or where Landlord’s failure to perform its obligations under this Lease or
where any Construction Defect threatens to result in damage to any portion of the Premises or Tenant’s property therein or threatens
to cause a material interference with Tenant’s business operations in the Premises, then Tenant shall have the right (but not
the obligation) to perform such obligations or cure such Construction Defect, without the necessity of giving Landlord or Developer
advance notice or affording either of them an opportunity to cure the same. In the event Tenant endeavors to cure any default
or breach by Landlord or any Construction Defect pursuant to this section, Landlord shall reimburse Tenant for the reasonable
costs Tenant incurs in connection therewith. Landlord shall pay any amounts that it owes Tenant under this Section 19 within thirty
(30) days after Tenant’s written demand for the same; provided if Landlord fails to pay any amounts that Landlord owes Tenant
under this section within such thirty (30) day period, then Tenant may deduct the same from the next installments of Base Rent
due under this Lease so long as the total amount of such deductions in any calendar year does not exceed fifteen percent (15%)
of the Base Rent payable during such calendar year. Tenant shall also have all other remedies available at law or in equity on
account of any Landlord Default, including, without limitation, the right to terminate this Lease.


 


SEC. 20. ATTORNEY’S
FEES: In the event of any legal action or proceeding brought by either party against the other arising out of this Lease,
the prevailing party shall be entitled to recover reasonable attorney’s fees and costs incurred in such action and such amount
shall be included in any judgment rendered in such proceeding.


 


SEC. 21.
TRANSFER OR ASSIGNMENT BY LANDLORD: Following the Commencement Date, Landlord shall have the right to assign or transfer,
in whole or in part, every feature of its right and obligations hereunder and the Property, provided it complies with the
terms of Exhibit “H.” Such assignments or transfers may be made to a corporation, trust, trust company,
individual or group of individuals and whosoever made shall be in all things respected and recognized by Tenant. In the event
of a sale or conveyance by Landlord of the Property, the same shall operate to release Landlord from any and all liability
under this Lease arising after the date of such sale; provided the assignee assumes, in writing, the obligations and
liabilities of Landlord under this Lease for the benefit of Tenant. Tenant’s right to quiet possession of the Premises
shall not be disturbed so long as Tenant shall pay the Rent and observe and perform all of the provisions of this Lease to be
observed and performed by Tenant, unless this Lease is terminated pursuant to specific provisions contained herein. If any
security deposit has been made by Tenant, Landlord may transfer such security deposit to the Purchaser, and thereupon
Landlord shall be discharged from any further liability in reference thereto. Landlord shall not assign this Lease or
transfer the Premises prior to the Completion Date. Landlord shall not assign this Lease or sell the Premises to any
“Prohibited Transferee” as defined Exhibit “H” or otherwise violate the terms of said
exhibit.


 


SEC. 22. ESTOPPEL
CERTIFICATE: Within fifteen (15) days after its receipt of a written request from the other party, Landlord or Tenant, as
applicable, shall execute and deliver to the other party or its designee a written statement certifying to the extent true and
ascertainable (i) that this Lease is unmodified and in full force and effect (or if there have been modifications, that this Lease
as modified is in full force and effect and identifying the modifications), (ii) the date upon which Tenant began paying the Base
Rent and the dates to which the Base Rent and other charges have been paid, (iii) that, to its actual knowledge, neither Landlord
nor Tenant is in default hereunder and no circumstance exists which with the giving of notice, the passage of time, or both, would
constitute such a default (or, if either party is in default or a circumstance exists which with the giving notice, the passage
of time, or both, would constitute such a default, then the nature of such default or circumstance shall be set forth in detail),
(iv) that there are no actions, whether voluntary or otherwise, pending against it under the bankruptcy laws of the United States
or any state thereof, (v) that, to its actual knowledge, it has no defenses or claims against the other party related to this
Lease or the Premises (or setting forth any such defenses or claims), and (v) any other reasonable information required therein
with respect to the Lease or the Premises to the extent of its actual knowledge thereof.


 






    	 	17	 



     


    

 


SEC.
23. CONDEMNATION: In the event any portion of the Premises necessary for the continued use of the Premises for the Permitted
Uses shall be taken or condemned in whole or in part for public purposes, or sold to a condemning authority to prevent taking,
then the term of this Lease shall, at the option of the Tenant, forthwith cease and terminate. Landlord shall receive the entire
award for the Premises payable on account of any such taking, Tenant hereby expressly assigning to Landlord any and all right,
title and interest of Tenant now or hereafter arising in and to any such award, except Tenant shall have the right to recover
from such authority, but not from Landlord, only such compensation as may be awarded for changes, alterations and additions paid
for by Tenant, Tenant’s relocation expenses and damages to Tenant’s business. If this Lease is not terminated following any such
taking a taking of any portion of the Premises by condemnation, Landlord shall diligently restore the same as close as possible
to the condition and functionality prior to such taking and Landlord shall be entitled to use all condemnation awards paid on
account of such taking to pay the cost of the restoration work, with any remaining award being divided between Landlord and Tenant
based on their respective interests in the Premises; provided in no event shall Landlord be required to spend more than the amount
of such condemnation awards to restore the Premises.


 


SEC.
24. TAXES ON TENANT’S PROPERTY: Tenant shall be liable for and shall pay, prior to their becoming delinquent, any and all
taxes and assessments levied against any personal property or trade or other fixtures placed by Tenant in or about the Premises,
including any additional real estate taxes or assessments which may be levied against the Property by reason of Tenant’s fixtures
and/or furnishings in the Premises.


 


SEC.
25. SIGNS: Tenant shall have the right to install signage on the exterior and within the Premises that Tenant deems necessary
for the conduct of its business without Landlord’s approval, provided such signage complies with all applicable governmental
laws, rules, regulations and ordinances. Tenant shall not install exterior decorations upon the Premises or in the windows of
Premises without the Landlord’s prior written approval which shall not be unreasonably withheld, conditioned or delayed.
Landlord shall have the right to place on the Premises a “for sale” sign during the final year of any initial or renewal
term of this Lease, provided Tenant has not exercised a renewal option in accordance with Exhibit “C” hereto,
in a location that does not unreasonably interfere with the conduct of Tenant’s business.


 


SEC.
26. RULES AND REGULATIONS: Tenant hereby covenants and agrees that it, its agents, employees, servants, contractors,
subtenants and licensees shall abide by the rules, regulations and maintenance obligations set forth in Section 6. and
Section 10. above and such additional rules and regulations hereafter adopted and amendments and modifications of any of the
foregoing as Landlord may, from time to time, adopt for the safety, care and cleanliness of the Premises, for the
preservation of good order thereon; provided, that such rules and regulations shall not restrict Tenant’s Permitted Use
of the Premises or materially increase its obligations or liabilities or materially decrease its rights hereunder and Tenant
shall have the right to reasonably approve the Rules and Regulations. Landlord shall have the right at all times to change
any of the rules and regulations or to amend them in any manner deemed reasonable by the Landlord; provided, that such
changes or amendments shall not restrict Tenant’s Permitted Use of the Premises or materially increase its obligations
or liabilities or materially decrease its rights hereunder and Tenant shall have the right to reasonably approve the Rules
and Regulations. All changes and amendments will be sent by Landlord to Tenant in writing and shall be thereafter observed by
Tenant.


 


SEC.
27. FINANCIAL STATEMENTS: Tenant shall, and shall cause each Guarantor to, within 120 days following the applicable end of
Tenant’s and each Guarantor’s fiscal year, deliver an internally prepared balance sheet for the Guarantor as of the end of such
year, and an internally prepared income statement of the Guarantor for such year and within 180 days following the applicable
end of Tenant’s and each Guarantor’s fiscal year, deliver copies of tax returns and such other financial information as Landlord
reasonably shall request.


 


SEC.
28. HOLDING OVER: In the event Tenant, or any party claiming under Tenant, retains possession of the Premises after the expiration
or earlier termination of this Lease, such possession shall be an unlawful detainer, and no tenancy or interest shall result from
such possession; such parties shall be subject to immediate eviction and removal, and Landlord, in addition to all other remedies
available to it hereunder, shall have the right to receive as liquidated damages for all the time Tenant shall so retain possession
of the Premises or any part thereof, an amount equal to twice the Base Rent specified in the Lease, as applied to such period
together with all other payments required hereunder as Additional Rent, provided that Tenant shall nonetheless be a tenant at
sufferance.


 




    	 	18	 



     


    

 


Tenant
shall also pay any and all actual damages sustained by Landlord as a result of such hold-over. In addition, Tenant shall
indemnify, defend and hold harmless Landlord from and against all claims, lawsuits, liabilities, losses, damages, costs and
expenses (including, without limitation, reasonable attorneys fees, court costs and litigation expenses) arising from delays
by Landlord in delivering possession of the Premises to any person or entity that are caused by Tenant’s failure to
timely surrender possession of the Premises to Landlord at the expiration or termination of this Lease; provided Landlord
shall provide Tenant with reasonable details regarding the plans for the Premises following the expiration or termination of
this Lease (including, without limitation, information regarding the schedule for any improvements to the Premises and the
requirements for delivery of any space in the Premises to any person or entity), from time to time, within five (5) days
after Tenant’s request for the same. Tenant will vacate the Premises and deliver same to Landlord immediately upon
Tenant’s receipt of notice to do so from Landlord. The Rent during such hold-over period shall be payable to Landlord
on demand. No holding over by Tenant, whether with or without consent of Landlord, shall operate to extend this
Lease.


 


SEC.
29. NON-WAIVER: No waiver by Landlord of any provision of this Lease or any breach by Tenant hereunder shall be deemed to
be a waiver of any other provision hereof, or of any subsequent breach by Tenant of the same or any other provision.
Landlord’s consent to or approval of any act by Tenant requiring Landlord’s consent or approval shall not be
deemed to render unnecessary the obtaining of Landlord’s consent to or approval of any subsequent act of Tenant. No act
or thing done by Landlord or Landlord’s agents during the term of this Lease shall be deemed an acceptance of a
surrender of the Premises, unless done in writing signed by Landlord. The delivery of the keys to any employee or agent of
Landlord shall not operate as a termination of the Lease or a surrender of the Premises. The acceptance of any Rent by
Landlord following a breach of this Lease by Tenant shall not constitute a waiver by Landlord of such breach or any other
breach unless such waiver is expressly stated in writing signed by Landlord.


 


SEC.
30. SUBORDINATION AND ATTORNMENT:


 


A.       This
Lease shall be subject to and subordinate to any and all mortgages or deeds of trust, regardless of whether such lease, mortgages
or deeds of trust now exist or may hereafter be created with regard to all or any part of the Premises and to any and all advance
to be made thereunder, and to the interest thereon, and all modifications, consolidations, renewals, replacements, and extensions
thereof (collectively, a “Mortgage”); provided, as a condition precedent to the subordination of this Lease to any Mortgage,
the holder of such Mortgage must enter into a subordination, non-disturbance and attorment agreement (an “SNDA”), in
form and substance reasonably acceptable to Tenant, pursuant to which it agrees (i) not to disturb Tenant’s leasehold interest
and rights under this Lease or Tenant’s possession of the Premises, provided the foregoing shall not limit the remedies available
hereunder as a result of any Event of Default, (ii) to recognize Tenant’s rights under this Lease, (iii) to be bound by this Lease
and perform the Landlord’s obligations hereunder in the event it acquires title to the Premises by foreclosure or other means,
and (iv) the subordination of this Lease to its Mortgage shall not increase Tenant’s obligations or liabilities under this Lease
or decrease Tenant’s rights under this Lease. Tenant also agrees that any mortgagee may elect to have this Lease prior to the
lien of its Mortgage, and in the event of such election and upon notification by such mortgagee to Tenant to that effect, this
Lease shall be deemed prior to the lien of its mortgage, whether this Lease is dated prior to or subsequent to the date of said
Mortgage. In the event there is any Mortgage entered into or recorded prior to the execution of this Lease and the recording of
this Lease or a memorandum hereof, then Landlord must cause the holder of such Mortgage to execute and deliver an SNDA, in form
and substance reasonably acceptable to Tenant, simultaneously with the execution of this Lease.


 


B.       In
the event of the sale or assignment of Landlord’s interest in the Premises (except in a sale - leaseback financing transaction),
Tenant shall attorn to and recognize such purchaser or assignee or mortgagee as Landlord under this Lease.


 


C.       In
the event of any proceedings brought for the foreclosure of any Mortgage covering the Property, or in the event of the exercise
of a power of sale pursuant thereto and upon the written request of a purchaser at such foreclosure proceedings, Tenant shall,
at the request of such purchaser, attorn to and recognize such purchaser as Landlord under this Lease.


 




    	 	19	 



     


    

 


SEC.
31. SUCCESSORS AND ASSIGNS: Except as otherwise provided in this Lease, all of the covenants, conditions and provisions of
this Lease shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted
assigns.


 


SEC.
32. INTEREST ON TENANT’S OBLIGATION: Any Rent, or other amount due from Tenant to Landlord which is not paid when due shall
bear interest at the lesser of twelve percent (12%) per annum or the highest rate allowed by law from the date such payment is
due until paid, but the payment of such interest shall not excuse or cure the default.


 


SEC.
33. TIME: Time is of the essence with respect to all obligations of Tenant and Landlord hereunder.


 


SEC.
34. APPLICABLE LAW: This Lease shall be governed by and construed pursuant to the laws of the State of Oklahoma. The
parties acknowledge that personal jurisdiction upon proper service will be valid in the State of Oklahoma, and that venue of all
actions arising out of or related to this Agreement shall be proper only in the county where the Site is located, and shall be
brought in the appropriate state court for such venue.


 


SEC.
35. SEVERABILITY: If any provision of this Lease or the application thereof to any person or circumstances shall be
invalid or unenforceable to any extent, the remainder of this Lease and the application of such provisions to other persons
or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.


 


SEC.
36. EXAMINATION OF LEASE: Submission of this instrument for examination or signature by Tenant does not constitute a reservation
of or option for lease, and it is not effective as a lease or otherwise until proper execution by and delivery to both Landlord
and Tenant.


 


SEC.
37. AUTHORITY OF TENANT: Tenant hereby covenants and warrants that Tenant has and is qualified to do business in the state
in which the Premises are located, that the Tenant has full right and authority to enter into this Lease, and that each person
signing on behalf of the Tenant is authorized to do so. Upon request the signatories hereto will furnish satisfactory evidence
of their authority to execute this Lease on behalf of Tenant.


 


SEC.
38. COMMENCEMENT DATE AND PREPARATION OF PREMISES:


 





A.       The term of
this Lease is as set forth in this Lease, commencing on the date defined in (c) on page 1 above.




 








B.       When
the Commencement Date of this Lease has been determined, as provided under (a) above, Tenant shall execute, acknowledge and deliver
to Landlord the written statement attached hereto as Exhibit “B” specifying the commencement date of the
term.


 


C.       Landlord
shall notify Tenant at least thirty (30) days prior to its estimated date of substantial completion and Tenant shall during
such thirty (30) day period have the right to access the Premises to install fixtures and equipment provided that Tenant does
not thereby unreasonably interfere with the completion of construction or occasion any labor dispute as a result of such
installations and provided further that Tenant does hereby agree to assume all risk of loss or damage to such machinery,
equipment, fixtures and other personal property. Tenant shall adopt a schedule in conformance with the schedule of Landlord
and conduct its work in such a manner as to maintain harmonious labor relations so as not to interfere unreasonably with or
delay the work of Landlord.


 


SEC.
39. BROKERS: Neither party has had any contact or dealings regarding the Premises, or any communication in connection
with the subject matter of these Lease transactions, through any licensed real estate broker or other person who will claim a
right to a commission or finder’s fee as a procuring cause of the transaction. Each party agrees to indemnify defend
and hold harmless the other party from all claims and costs incurred as a result of anyone claiming by or through such party
any fee, commission or compensation on account of this Lease. Tenant warrants that it has had no dealings with any Broker in
connection with the negotiation of this Lease, and that it knows of no real estate broker or agent who might be entitled to a
commission in connection with this Lease. Tenant agrees to indemnify and hold harmless Landlord from and against any
liability from all other claims for commission arising from the negotiation of this Lease.


 




    	 	20	 



     


    

 


SEC.
40. NOTICES: All notices which Landlord or Tenant may be required, or may desire, to serve on the other shall be in writing
and may be served, (i) by hand delivery, (ii) by depositing the same with the U.S. Postal Service, by registered or certified
mail, return receipt requested, postage prepaid, or (iii) by nationally recognized overnight delivery service. Any such notices
shall be sent to the addresses of Landlord and Tenant specified on page 1 of this Lease. Any requirement of notice or service
set forth herein shall be deemed satisfied after (i) three (3) business days after deposit with the Postal Service, and (ii) on
the date of delivery if delivered by hand or by nationally recognized overnight delivery service. The addresses stated above shall
be effective for all notices to the respective parties until written notice of a change of address is given pursuant to the provisions
hereof.


 


SEC.
41. RADON GAS: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities,
may present health risks to persons who are exposed to it over time. Levels of radon gas that exceed federal and state guidelines
have been found in buildings. Additional information regarding radon and radon testing may be obtained from your county public
health unit.


 


SEC.
42. ENTIRE AGREEMENT: This Lease contains all of the agreements of the parties hereto with respect to any matter covered or
mentioned in this Lease, and no prior agreement, understanding or representation pertaining to any such matter shall be effective
for any purpose. No provision of this Lease may be amended or added to except by an agreement in writing signed by the parties
hereto or their respective successors in interest.


 


SEC.
43. WAIVER OF TRIAL BY JURY: LANDLORD AND TENANT HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY
HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS LEASE
OR THE OBLIGATIONS EVIDENCED HEREBY, OR ANY OTHER DOCUMENT OR INSTRUMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH,
OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS
A MATERIAL INDUCEMENT TO EACH OF LANDLORD AND TENANT IN ENTERING INTO THIS LEASE.


 


SEC.
44. QUIET ENJOYMENT; NONDISTURBANCE. Subject to the remedies available to Landlord under this Lease on account of any Event
of Default, Landlord and anyone claiming by, through or under Landlord shall not interfere with the peaceful and quiet occupation
and enjoyment of the Leased Premises by Tenant, which occupation and enjoyment shall be without hindrance or ejectment by Landlord
or anyone claiming by, through or under Landlord.


 


SEC.
45. TERMINATION OF DEVELOPMENT AGREEMENT: In the event the Development Agreement is terminated pursuant to Section 3 or Section
6 thereof, this Lease shall automatically terminate and neither Landlord nor Tenant shall have any further obligations or liabilities
hereunder.


 




    	 	21	 



     


    

 


EXHIBIT
“A”


LEASED
PREMISES


 


Tract
1:


 


A
TRACT OF LAND BEING PART OF THE SOUTH HALF (S/2) OF THE SOUTHEAST QUARTER (SE/4) OF THE SOUTHWEST QUARTER (SW/4) OF SECTION 10,
TOWNSHIP THIRTEEN (13) NORTH, RANGE FOUR (4) WEST OF THE INDIAN MERIDIAN, OKLAHOMA CITY, OKLAHOMA COUNTY, OKLAHOMA, MORE PARTICULARLY
DESCRIBED AS FOLLOWS:


 


COMMENCING
AT A FOUND CUT X IN THE PAVEMENT BEING THE SOUTHWEST CORNER OF SAID SECTION TEN (10); THENCE NORTH 00°16’02” WEST ALONG
THE WEST LINE OF SAID SECTION TEN (10) A DISTANCE OF 771.00 FEET; THENCE NORTH 89°39’11” EAST A DISTANCE OF 1422.90 FEET
TO THE TRUE POINT OF BEGINNING; THENCE N 89°39’11” EAST A DISTANCE OF 854.04 FEET; THENCE SOUTH 12°23’21” WEST
A DISTANCE OF 137.34 FEET; THENCE SOUTH 30°28’14” WEST A DISTANCE OF 165.43 FEET TO A POINT ON THE NORTH RIGHT OF WAY
OF THE JOHN KILPATRICK TURNPIKE; THENCE ON A CURVE TO THE LEFT IN A SOUTHWESTERLY DIRECTION ALONG THE NORTH RIGHT OF WAY OF THE
JOHN KILPATRICK TURNPIKE AN ARC LENGTH OF 98.27 FEET, HAVING A RADIUS OF 21,810.92 FEET AND A CHORD BEARING OF SOUTH 89°25’25”
WEST AND A CHORD LENGTH OF 98.27 FEET; THENCE SOUTH 77°41’28” WEST ALONG THE NORTH RIGHT OF WAY OF THE JOHN KILPATRICK
TURNPIKE A DISTANCE OF 255.80 FEET; THENCE ON A CURVE TO THE LEFT IN A SOUTHWESTERLY DIRECTION ALONG THE NORTH RIGHT OF WAY OF
THE JOHN KILPATRICK TURNPIKE AN ARC LENGTH OF 392.71 FEET, HAVING A RADIUS OF 21,760.92 FEET AND A CHORD BEARING OF SOUTH 88°07’00”
WEST AND A CHORD LENGTH OF 392.70 FEET; THENCE NORTH 00°00’00” EAST A DISTANCE OF 339.98 FEET, TO THE TRUE POINT OF BEGINNING,
CONTAINING 5.81 ACRES MORE OR LESS. SAID LEGAL WAS WRITTEN BY J. STEVEN FOX ON SEPTEMBER 27, 2011 USING OKLAHOMA STATE PLANE NORTH
AS A BASIS OF BEARING.


 


Tract
2:


 


The
nonexclusive easements, if any, appurtenant to Tract 1 that are created by or pursuant to that certain Declaration of Covenants,
Conditions and Restrictions for Gaillardia Commercial Development dated effective as of October 15, 2004 and recorded October
15, 2004 at Book 9496, Page 126, in the records of the County Clerk of Oklahoma County, Oklahoma.


 


Tract
3:


 


The
nonexclusive easements appurtenant to Tract 1 that are created by or pursuant to that certain Reciprocal Easement Agreement by
and between MacArthur Memorial, LLC, an Oklahoma limited liability company, and Oliver Real Estate Holdings, LLC, an Oklahoma
limited liability company, dated November 14, 2006 and recorded December 4, 2006 at Book 10321, Page 1212, in the records of the
County Clerk of Oklahoma County, Oklahoma.


 


Tract
4:


 


The
nonexclusive easements appurtenant to Tract 1 that are created by or pursuant to that certain Declaration of Reciprocal Easement
Declaration by MacArthur Memorial, LLC, an Oklahoma limited liability company, dated May 12, 2010, recorded May 14, 2010 at Book
11366, Page 286, in the records of the County Clerk of Oklahoma County, Oklahoma, and re-recorded May 21, 2010 at Book 11370,
Page 1239, in the records of the County Clerk of Oklahoma County, Oklahoma.


 




    	 		 



     


    

 


EXHIBIT
“B”


 


CONFIRMATION
OF COMMENCEMENT DATE


 


October
17, 2011


 





 



 





 






 


 






 





 



 





		Re:	Lease
                                         Agreement (the “Lease”), dated October 17, 2011, between TST Oklahoma City,
                                         LLC (the “Landlord”), and Mercy Rehabilitation Hospital, LLC, an Oklahoma limited
                                         liability company (the “Tenant”). Capitalized terms used herein but not defined
                                         shall be given the meanings assigned to them in the Lease.



 


Ladies
and Gentlemen:


 


Landlord
and Tenant agree as follows:


 


1.       Condition
of Premises. Tenant has accepted possession of the Premises pursuant to the Lease; provided nothing herein shall be deemed
to limit Tenant’s rights or remedies under the Lease or the Development Agreement (the “Development Agreement”)
between Landlord and Tenant, dated October 17, 2011, as a result of any defects or deficiencies therein. To Tenant’s actual
knowledge, without additional investigation or inquiry, any improvements required by the terms of the Lease and the Development
Agreement to be made by Landlord have been completed, except for the punchlist and other items described on Exhibit A hereto
(the “Punchlist Items”).


 


2.       Commencement
Date. The Commencement Date of the Lease is                  ,
20          .


 


3.       Expiration
Date. The Term is scheduled to expire on the last day of the 180th full calendar month of the Term, which date
is                    ,         .


 


4.        Initial
Base Rent.The annual amount of initial Base Rent is $                 ,
payable monthly in the amount of $____________            .


 


6.       Contact
Person. Tenant’s contact person in the Premises is:


 





	 	 	 
	 	 	 
	 	 	 
	 	Attention:	 	 
	 	Telephone:	 	 
	 	Telecopy:	 	 







 


7.       Ratification.
Tenant and Landlord hereby ratify and confirm its obligations under the Lease. Except as otherwise expressly set forth
on Exhibit B, Tenant represents and warrants to Landlord that, to its actual knowledge without additional investigation
or inquiry, (a) it has no defenses to its obligations under the Lease, (b) the Lease is and remains in good standing and in full
force and effect, and (c) Tenant has no claims, counterclaims, set-offs or defenses against Landlord arising out of the Lease
or in any way relating thereto or arising out of any other transaction between Landlord and Tenant.


 


8.       Binding
Effect; Governing Law. Except as modified hereby, the Lease shall remain in full effect and this letter shall be binding
upon Landlord and Tenant and their respective successors and assigns. If any inconsistency exists or arises between the terms
of this letter and the terms of the Lease, the terms of this letter shall prevail. This letter shall be governed by the laws of
the state in which the Premises are located.


 


Please
indicate your agreement to the above matters by signing this letter in the space indicated below and returning an executed original
to us.


 






    	 		 



     


    

 








	 	Sincerely,
	 	 
	 	TST
    Oklahoma City, LLC,
	 	a Delaware
    limited liability company
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title: 	 
	 	 	 
	 	WITNESS: 	 
	 	Print
    Name:	  


 


	Agreed
    and accepted:	 
	 	 	 
	Mercy
    Rehabilitation Hospital, LLC,

an Oklahoma limited liability company	 
	 	 
	By:	 	 
	Name	 	 
	Title:	 	 
	 	 	 
	WITNESS:  	 	 
	Print
    Name:	 	 



 



    	 		 



     


    

 


EXHIBIT
“C”


 


OPTION
TO RENEW


 


Provided
that there is not a then continuing Event of Default under the Lease, Tenant shall have three (3) consecutive options (each a
“Renewal Option”) to extend the term of the Lease for ten (10) years each (each a “Renewal Period”); provided
however, that all of the terms and provisions under the Lease shall remain in full force and effect and provided that the Base
Rent under the Lease shall continue to increase by 2.5% per annum over the previous year throughout each Renewal Period, as provided
in paragraph (e) of the Lease (see page 2). In order to exercise the Renewal Option, Tenant shall deliver written notice to Landlord
of the exercise of such Renewal Option in accordance with the provisions hereof, not less than one hundred eighty (I80) days prior
to the date that the Lease term or any applicable Renewal Period would otherwise expire, with failure to deliver such notice rendering
all unexercised Renewal Options null and void.


 




    	 		 



     


    

 


EXHIBIT
“D”


 


GUARANTY
OF LEASE


(CENTERRE HEALTHCARE)


 


THIS
GUARANTY OF THIS LEASE (the “Guaranty”) is given by CENTERRE HEALTHCARE CORPORATION (the “Guarantor”).
This Guaranty is given to guarantee the financial commitments and obligations of Mercy Rehabilitation Hospital, LLC, an Oklahoma
limited liability company (the “Tenant”), related to certain premises leased to Tenant by TST Oklahoma City, LLC (“Landlord”)
pursuant to the Lease Agreement (the “Lease”) to which this instrument is attached.


 


The
Guarantor, in consideration of the renting of the premises described in the Lease by Tenant, does hereby covenant with Landlord
that if a default shall at any time be made by Tenant in payment of rent, operating expenses or performance of any other covenants
contained in the Lease that are to be performed by Tenant (“Tenant Obligations”), that is not remedied within any applicable
notice and cure period set forth therein (a “Tenant Default”), then Guarantor shall, upon written demand by Landlord,
its successors or assigns, within ten (10) business days, either, at Guarantor’s option: (i) perform Tenant Obligations to extent
required to remedy such Tenant Default; or (ii) be liable for fifty and one-half percent (50.5%) of the liabilities that Tenant
has to Landlord under the Lease as a result of such Tenant Default, provided, however, that if the Lease is terminated, or Landlord
retakes possession of the premises demised under the Lease, due to any Tenant Default, then the maximum liability of the Guarantor
hereunder shall be limited to fifty and one-half percent (50.5%) of any unpaid amounts that Tenant owes Landlord under Section
16.B.(i) of the Lease, as applicable.


 


Landlord
shall have the right to proceed against Guarantor under this Guaranty immediately upon the occurrence of Tenant Default, without
first pursuing any remedies Landlord may have against Tenant or any other guarantor of Tenant Obligations and without first obtaining
a judgment against Tenant or any other guarantor of Tenant Obligations. Should Landlord desire to proceed against Guarantor, Tenant
and/or any other guarantor of Tenant Obligations under the Lease in any action related to a Tenant Default, Guarantor may be joined
in such action and recovery may be had against Guarantor in such action to the full extent of Guarantor’s liability hereunder.


 


This
Guaranty shall not be affected or diminished by any assignment of the Lease or any waiver by Landlord of any provisions of
this Lease. In addition, this Guaranty shall not be affected or diminished by any amendment or modification of the Lease
entered into while Tenant is owned by Guarantor and Mercy Health System of Oklahoma, an Oklahoma not-for-profit corporation
(“Mercy”). If there is an amendment or modification of the Lease that (i) is entered into while Tenant is not
owned by Guarantor and Mercy, and (ii) increases the liabilities or obligations of Tenant under the Lease, then Guarantor
shall not be responsible for any such increased liabilities or obligations; provided, this Guaranty shall not be affected or
diminished by any amendments or modifications to the Lease that decrease Tenant’s liabilities or obligations, any
waivers or forbearance by Landlord of Tenant’s obligations under the Lease, or any extensions of time by Landlord for
the performance of Tenant’s obligations under the Lease.


 


Notwithstanding
anything to the contrary contained herein, if Guarantor or its affiliate sells its ownership interest in the Tenant to Mercy or
its affiliate at any time after the third year of the Term, then Guarantor shall be automatically released from its obligations
and liabilities under this Guaranty if, at the time of the sale or anytime thereafter: (i) Mercy agrees to increase its maximum
liability under Mercy’s guaranty of the Lease to cover one hundred percent (100%) of Tenant’s liabilities thereunder; (ii) Mercy
has a Debt to EBITDA ratio of not more than 3.5:1; and (iii) either (A) Mercy has a net worth that equals or exceeds One Hundred
Twenty Five Million and No/100 Dollars ($125,000,000.00), or (B) Mercy has a net worth that equals or exceeds the net worth of
Guarantor, and Tenant has a EBITDAR to Rent & Debt Service ratio of at least 2:1. As used herein, the terms “Debt,”
“EBITDA,” “EBITDAR” and “Rent & Debt Service” shall have the meanings set forth in Section 13
of the Lease. In the event that Landlord’s lender shall require a new appraisal of the Premises in connection with the release
of Guarantor, Guarantor or Tenant shall pay the reasonable cost of such appraisal.


 


The
Guarantor shall provide to Landlord annually, within 90 days following the end of the Guarantor’s fiscal year, with an internally
prepared balance sheet for the Guarantor as of the end of such year and an internally prepared income statement of the Guarantor
for such year. Within 120 days following the applicable end of Guarantor’s fiscal year, Guarantor shall deliver copies of federal
tax return for such fiscal year to Landlord.


 




    	 		 



     


    

 


This
Guaranty shall be a continuing guarantee and the liability hereunder shall in no way be affected or diminished by reason
of any extension of time that may be granted to Tenant by Landlord. In the event that the Guarantor shall or otherwise no
longer be associated with or affiliated with Tenant, such event shall not affect the validity or enforceability of this
Guaranty, except as expressly set forth herein. The Guarantor hereby:


 


(a)       Waives
all defenses based upon suretyship or impairment of collateral, and consents that Landlord may, without in any way affecting the
obligation of the Guarantor under this Guaranty:


 


(i)       Waive
or delay the exercise of any of its rights or remedies against Tenant or any other person or entity, including, without limitation,
any other guarantor;


 


(ii)       Renew
or extend the period for performance of any of the Tenant Obligations; and


 


(iii)     Apply
payments by the Tenant, the Guarantor, or any other person or entity, to any of the Tenant Obligations at Landlord’s discretion.


 


(b)       Waives
all notices whatsoever with respect to this guaranty or with respect to the Tenant Obligations, including, but without limitation
notice of:


 


(i)       Landlord’s
acceptance hereof or its intention to act, or its action, in reliance hereon;


 


(ii)      The
present existence or future incurring of any of the Tenant Obligations or any terms or amounts thereof or any change
therein;


 


(iii)
    Any default by Tenant or any surety, pledgor, grantor of security, or guarantor; and


 


(iv)     The
obtaining or release of any guaranty or surety agreement (in addition to this Guaranty), pledge, assignment, or other security
for any of the Tenant Obligations.


 


(c)       Agrees
that, if at any time all or any part of any payment by Tenant previously applied by Landlord to any of the Tenant
Obligations must be returned by Landlord for any reason, whether upon claim of preference, fraudulent transfer or otherwise,
and whether by court order, administrative order, or settlement, the Guarantor remains liable to the extent provided under
this Guaranty for the amount returned as if such amount had never been received by Landlord, notwithstanding any termination
of this guaranty or the cancellation of any note or other instrument or agreement evidencing the Tenant Obligations after
such payment by Tenant; and


 


(d)       Waives
notice of presentment, demand, protest and notice of nonpayment in relation to any instrument evidencing any of the Tenant Obligations,
and any other demands and notices required by law, except as such waiver may be expressly prohibited by law.


 


In
witness whereof, the Guarantor has executed this Guaranty as of the date of the Lease.


 


	 	Centerre
    Healthcare Corporation
	 	 
	 	By:	/s/ Patrick A. Foster
	 	Name:	 Patrick A. Foster
	 	Title:	 President
    and CEO


 




    	 		 



     


    

 


EXHIBIT
“D” CONTINUED


 


GUARANTY
OF LEASE

(MERCY HEALTH)


 


THIS
GUARANTY OF THIS LEASE (the “Guaranty”) is given by Mercy Health System of Oklahoma, an Oklahoma not-for-profit corporation
(the “Guarantor”). This Guaranty is given to guarantee the financial commitments and obligations of Mercy Rehabilitation
Hospital, LLC, an Oklahoma limited liability company (the “Tenant”), related to certain premises leased to Tenant by
TST Oklahoma City, LLC (“Landlord”) pursuant to the Lease Agreement (the “Lease”) to which this instrument
is attached.


 


The
Guarantor, in consideration of the renting of the premises described in the Lease by Tenant, does hereby covenant with Landlord
that if a default shall at any time be made by Tenant in payment of rent, operating expenses or performance of any other covenants
contained in the Lease that are to be performed by Tenant (“Tenant Obligations”) that is not remedied within any applicable
notice and cure period set forth therein (a “Tenant Default”), then Guarantor shall, upon written demand by Landlord,
its successors or assigns, within ten (10) business days, either, at Guarantor’s option: (i) perform Tenant Obligations to extent
required to remedy such Tenant Default; or (ii) be liable for forty-nine and one-half percent (49.5%) of the liabilities that
Tenant has to Landlord under the Lease as a result of such Tenant Default, provided, however, that if the Lease is terminated,
or Landlord retakes possession of the premises demised under the Lease, due to any Tenant Default, then the maximum liability
of the Guarantor hereunder shall be limited to forty-nine and one-half percent (49.5%) of any unpaid amounts that Tenant owes
Landlord under Section 16.B.(i) of the Lease.


 


Landlord
shall have the right to proceed against Guarantor under this Guaranty immediately upon the occurrence of Tenant Default, without
first pursuing any remedies Landlord may have against Tenant or any other guarantor of Tenant Obligations and without first obtaining
a judgment against Tenant or any other guarantor of Tenant Obligations. Should Landlord desire to proceed against Guarantor, Tenant
and/or any other guarantor of Tenant Obligations under the Lease in any action related to a Tenant Default, Guarantor may be joined
in such action and recovery may be had against Guarantor in such action to the full extent of Guarantor’s liability hereunder.


 


This
Guaranty shall not be affected or diminished by any assignment of the Lease or any waiver by Landlord of any provisions of the
Lease. In addition, this Guaranty shall not be affected or diminished by any amendment or modification of the Lease entered into
while Tenant is owned by Guarantor and Centerre Healthcare Corporation (“Centerre”). If there is an amendment or modification
of the Lease that (i) is entered into while Tenant is not owned by Guarantor and Centerre, and (ii) increases the liabilities
or obligations of Tenant under the Lease, then Guarantor shall not be responsible for any such increased liabilities or obligations;
provided, this Guaranty shall not be affected or diminished by any amendments or modifications to the Lease that decrease Tenant’s
liabilities or obligations, any waivers or forbearance by Landlord of Tenant’s obligations under the Lease, or any extensions
or time by Landlord for the performance of Tenant’s obligations under the Lease.


 


Notwithstanding
anything to the contrary contained herein, if Guarantor or its affiliate sells its ownership interest in the Tenant to Centerre
or its affiliate at any time after the third year of the Term, then Guarantor shall be automatically released from its obligations
and liabilities under this Guaranty if, at the time of the sale or anytime thereafter: (i) Centerre agrees to increase its maximum
liability under Centerre’s guaranty of the Lease to cover one hundred percent (100%) of Tenant’s liabilities thereunder; (ii)
Centerre has a Debt to EBITDA ratio of not more than 3.5:1; and (iii) either (A) Centerre has a net worth that equals or exceeds
One Hundred Twenty-Five Million and No/100 Dollars ($125,000,000.00), or (B) Centerre has a net worth that equals or exceeds the
net worth of Guarantor, and Tenant has a EBITDAR to Rent & Debt Service ratio of at least 2:1. As used herein, the terms
“Debt,” “EBITDA,” “EBITDAR” and “Rent & Debt Service” shall have the meanings set
forth in Section 13 of the Lease. In the event that Landlord’s lender shall require a new appraisal of the Premises in connection
with the release of Guarantor, Guarantor or Tenant shall pay the reasonable cost of such appraisal.


 


The
Guarantor shall provide to Landlord annually, within 90 days following the end of the Guarantor’s fiscal year, with an internally
prepared balance sheet for the Guarantor as of the end of such year and an internally prepared income statement of the Guarantor
for such year. Within 120 days following the applicable end of Guarantor’s fiscal year, Guarantor shall deliver copies of federal
tax return for such fiscal year to Landlord.


 







    	 		 



     


    

 


This
Guaranty shall be a continuing guarantee and the liability hereunder shall in no way be affected or diminished by reason of
any extension of time that may be granted to Tenant by Landlord. In the event that the Guarantor shall or otherwise no longer
be associated with or affiliated with Tenant, such event shall not affect the validity or enforceability of this Guaranty,
except as expressly set forth herein. The Guarantor hereby:


 


(a)   
Waives all defenses based upon suretyship or impairment of collateral, and consents that Landlord may, without in any way affecting
the obligation of the Guarantor under this Guaranty:


 


(i)
      Waive or delay the exercise of any of its rights or remedies against Tenant or any other
person or entity, including, without limitation, any other guarantor;


 


(ii)     
Renew or extend the period for performance of any of the Tenant Obligations; and


 


(iii)
    Apply payments by the Tenant, the Guarantor, or any other person or entity, to any of the Tenant Obligations at Landlord’s discretion.


 


(b)    Waives
all notices whatsoever with respect to this Guaranty or with respect to the Tenant Obligations, including, but without
limitation, notice of;


 


(i)       
Landlord’s acceptance hereof or its intention to act, or its action, in reliance hereon;


 


(ii)
     The present existence or future incurring of any of the Tenant Obligations or any terms or
amounts thereof or any change therein;


 


(iii)
     Any default by Tenant or any surety, pledgor, grantor of security, or guarantor, and


 


(iv)
     The obtaining or release of any guaranty or surety agreement (in addition to this Guaranty), pledge,
assignment, or other security for any of the Tenant Obligations.


 


(c)
    Agrees that, if at any time all or any part of any payment by Tenant previously applied by Landlord to
any of the Tenant Obligations must be returned by Landlord for any reason, whether upon claim of preference, fraudulent transfer
or otherwise,·and whether by court order, administrative order, or settlement, the Guarantor remains liable to the extent
provided under this Guaranty for the amount returned as if such amount had never been received by Landlord, notwithstanding any
termination of this guaranty or the cancellation of any note or other instrument or agreement evidencing the Tenant Obligations
after such payment by Tenant; and


 


(d)
   Waives notice of presentment, demand, protest and notice of nonpayment in relation to any instrument
evidencing any of the Tenant Obligations, and any other demands and notices required by law, except as such waiver may be
expressly prohibited by law.


 


In witness whereof, the
Guarantor has executed this Guaranty as of the date of the Lease.


 


	 	Mercy Health System of
    Oklahoma
	 	 
	 	By:	/s/
    Jon Vitiello 
	 	Name:	Jon Vitiello 
	 	Title:	 CFO


 







    	 		 



     


    

 


EXHIBIT
“E”


 


PURCHASE
OPTION


 


Tenant
shall have the option to purchase the Premises (the “Purchase Option”) at the end of the 5th year of the Lease term
and at the end of the Term, as extended; provided that: (i) Tenant shall deliver written notice to Landlord of Tenant’s
intent to exercise the Purchase Option; and (ii) the purchase price shall be one hundred percent (100%) of the greater of(a) Fair
Market Value (defined below) of the Premises; and (b) the value derived by applying a 7.75% capitalization rate of the Base Rent
that would be payable by Tenant during the 6th year of the term of the Lease. For purposes hereof the term “Fair
Market Value” shall be determined by an appraisal of the Premises performed by an appraiser selected by Tenant from a list
of five (5) experienced appraisers provided by Landlord who are reasonably acceptable to Tenant, using as comparable properties
single tenant inpatient rehabilitation hospitals of similar age, size, quality of construction and finishes as the Premises and
located in major metropolitan markets in the mid-western United States. Such appraisal shall be performed at the expense of Tenant.
If Tenant funds any alteration or expansion of the Premises, the value of such alteration or expansion will not be considered
when determining Fair Market Value. Tenant shall have the right to obtain the appraisal determining the Fair Market Value before
exercising the Purchase Option so that Tenant knows the purchase price for the Premises. If Tenant exercises the Purchase Option,
Landlord shall convey good and marketable fee simple title to the Premises to Tenant, free and clear of all liens, encumbrances
and other title exceptions, except for the matters described on Exhibit E-1 and matters directly arising from Tenant’s
acts (the “Permitted Exceptions”). The closing (the “Closing”) of any sale of the Premises pursuant to
this provision shall occur on a business day that is within thirty (30) days of the last day of the 5th year of the
Lease term. At the Closing, Landlord shall execute and deliver all documents, instruments, certificates, resolutions and affidavits
that are necessary from Landlord to consummate the sale of the Premises as contemplated by this provision, including, without
limitation, a special warranty deeds, a settlement sheet, and an IRS §1445 certificate, all in form and substance reasonably
acceptable to Tenant. Tenant shall specify a location for Closing in the Oklahoma City, Oklahoma at the time it exercises the
Purchase Option. At Closing, (i) Landlord shall furnish Tenant with, at Tenant’s cost, an ALTA Owner’s Extended Coverage
Title Insurance Policy, in the amount of the purchase price for the Premises, insuring that Tenant is the owner of fee simple
absolute title to the Premises, subject only to the Permitted Exceptions, and (ii) Tenant shall pay any transfer taxes and recording
fees due in connection with the delivery and recording of the deed conveying the Premises to Tenant. Property taxes and assessments
will not be prorated at Closing since Tenant is responsible for paying the same under this Lease.


 


RIGHT
OF FIRST OFFER


 


In
the event Landlord shall decide to sell, transfer or convey the Premises, then Landlord shall first inform Tenant of Landlord’s
intent and Tenant shall have a period of thirty (30) calendar days to negotiate a purchase price and an agreement satisfactory
to Landlord and Tenant providing for the purchase and sale of the Premises. In connection therewith, Landlord shall provide Tenant
with a written summary of the terms and conditions upon which Landlord desires to sell the Property (“Landlord’s Offer”),
and Tenant shall have a right of first offer (the “Right of First Offer”) to purchase the Premises in accordance with
Landlord’s Offer or on such other terms as may be negotiated by Landlord and Tenant during the aforementioned thirty (30) day
period. In the event Landlord does not agree to sell the Premises to Tenant at the end of such thirty (30) day period, then, for
a period of two hundred seventy (270) days thereafter, Landlord shall be free to sell the Premises to a third party for any amount
in excess of ninety-seven percent (97%) of the price set forth in Landlord’s Offer and upon the other terms of Landlord’s Offer,
subject to the Purchase Option, the Right of First Refusal, and the Right of First Offer; provided if Landlord desires to sell
the Premises on different terms during such two hundred seventy (270) day period, Landlord must comply with the Right of First
Refusal” paragraph below. If Landlord does not sell the Premises in accordance with the preceding sentence within the aforementioned
two hundred seventy (270) days period, then Landlord must comply with the terms of this paragraph in connection with any other
sale, transfer or conveyance of the Premises.


 


RIGHT
OF FIRST REFUSAL


 


If
there is a bona fide offer (the “Offer”) pursuant to which any person or entity would purchase the Premises from Landlord
and Landlord is willing to accept such Offer, Landlord shall first offer to sell the Premises to Tenant at the price and upon
the terms and conditions hereinafter set forth (the “Right of First Refusal”).


 




    	 		 



     


    

 


		a)	Landlord
                                         shall furnish such Offer to Tenant, together with written notice of Landlord’s intention
                                         to sell the Premises (the “Transfer Notice”). Such Transfer Notice shall contain
                                         the name and address of the party to whom the Premises is to be transferred (the “Transferee”)
                                         and the purchase price, the terms of payment, the date on which the sale of the Premises
                                         is to be closed and all other terms and conditions of upon which Landlord will transfer
                                         the Premises to such Transferee.



 


		b)	For
                                         a period of thirty (30) days following the date such Transfer Notice is deemed to have
                                         been given to Tenant (the “ROFR Period”), Tenant shall have the right, option
                                         and privilege (but not the duty) to purchase the Premises at the price and upon the terms
                                         and conditions stated in the Transfer Notice, such option to be exercised by written
                                         notice of acceptance to Landlord during the ROFR Period. Delivery of such notice by Tenant
                                         shall create an agreement between Landlord and Tenant pursuant to which the Landlord
                                         shall sell to Tenant, and Tenant shall purchase from Landlord, the Premises at the price
                                         and upon the terms and conditions stated in the Transfer Notice.



 


		c)	Failure
                                         of Tenant to timely deliver written acceptance to Landlord exercising the Right of First
                                         Refusal in connection with any Offer, as provided herein, shall deem a waiver of the
                                         Right of First Refusal in connection with such Offer and Landlord may sell the Premises
                                         in accordance with the terms of such Offer; provided any changes to such Offer shall
                                         result in a new Offer and Tenant may exercise the Right of First Refusal in connection
                                         with any such new Offer.



 


		d)	No
                                         Offer shall (i) provide for any non-cash consideration to be received by Landlord as
                                         part of the purchase price for the Premises, (ii) include any property that is not a
                                         part of the Premises (e.g. a bulk sale), (iii) contain any provisions that are intended
                                         to frustrate or defeat the Right of First Refusal or that only the proposed Transferee
                                         is reasonably capable of satisfying; (iv) restrict the use of or otherwise encumber the
                                         Premises (or any portion thereof); or (v) require any alterations, additions, changes
                                         or improvements.



 


		e)	If
                                         Landlord is an entity (such as, by way of example and not limitation, a corporation,
                                         general partnership, limited partnership or limited liability company), then: (i) a transfer
                                         of more than forty-nine (49%) percent of the ownership interests (e.g. stock, partnership
                                         interests or membership interest), financial rights or governance rights in Landlord,
                                         directly or indirectly, whether in one or in a series of transactions, shall be deemed
                                         to constitute a transfer of the Premises; (ii) Landlord shall must first offer to sell
                                         the Premises to Tenant pursuant to the Right of First Offer provision above; and (iii)
                                         in the event Tenant does not purchase the Premises pursuant to the Right of First Offer,
                                         the ownership interests in Landlord may be sold thereafter on economic terms that value
                                         the same at an amount that equals or exceeds the value of the Premises set forth in the
                                         Landlord’s Offer.



 


In
the event Tenant fails to exercise the Right of First Offer or the Right of First Refusal on any occasion, the same shall remain
in force and effect and shall continue to apply.


 


Notwithstanding
anything to the contrary contained herein, the Right of First Refusal shall not apply to: (i) any transfer of the ownership interests,
financial rights, or governance rights in Landlord between The Sanders Trust, LLC (“TST”) and the Harrison Street Real
Estate Capital (“Harrison Street”); or (ii) any transfer of the Premises to TST, Harrison Street, or any entity that
is wholly owned, directly or indirectly, by TST or Harrison Street.


 




    	 		 



     


    

 


EXHIBIT
“F”


 


OPERATING
COST EXCLUSIONS


 


For
purposes hereof, Operating Expenses shall not include: (i) costs of correcting any defects in Premises or non-compliance
with applicable laws that Landlord or Developer are responsible for under the Development Agreement and costs covered by any
warranties set forth in the Development Agreement; (ii) costs that constitute Project Costs under the Development Agreement
or are otherwise expressly payable by Landlord or Developer thereunder; (iii) depreciation and similar “non-cash”
costs; (iv) fines, penalties, default interest and late charges arising or resulting from the acts or omissions of Landlord
or Developer; (v) costs associated with the assessment, monitoring, cleaning-up, removal, abatement or remediation of
Hazardous Substances on, under or about the Premises that were released by Landlord, Developer or any of their respective
affiliates, agents, employees or contractors; (vi) costs arising as a result of Landlord’s, Developer’s or any of
their respective affiliates breach of an agreement, negligence, misconduct, or violation of applicable laws, including, but
not limited to, damage awards, attorneys’ fees, and litigation expenses; (vii) overhead costs pertaining to Landlord or
any of their affiliates (including, without limitation, salaries, equipment, supplies, accounting and legal fees, rent and
other occupancy costs) and any other costs associated with the operation and internal organization and function of Landlord
as a business entity; (viii) costs pertaining to the off-site operations of Landlord, Developer and any of their affiliates;
(ix) costs related to any loan to or other indebtedness of Landlord or any capital provided or contributed to Landlord,
including, without limitation, interest, principal, commitment fees, closing costs and other financing charges; (x) costs
associated with any sale, transfer or conveyance of the Premises or any ownership interest in Landlord; (xi) accounting fees,
attorneys’ fees, or any other professional fees incurred by Landlord, Developer or any of their affiliates; (xii)
costs related to any fire, casualty or condemnation, all of which are governed by other express provisions of this
Lease.


 




    	 		 



     


    

 


EXHIBIT
“G”


 


LEASEHOLD
MORTGAGE


 


		a)	Upon
                                         Landlord’s receipt of a written notice (a “Leasehold Mortgage Notice”) containing
                                         the name and address of any lender to whom Tenant has granted a Leasehold Mortgage, such
                                         lender shall be deemed a “Leasehold Mortgage Lender” for purposes hereof until
                                         such time as the lender releases its lien on the Leasehold Estate. Within ten (10) business
                                         days after Tenant’s written request, Landlord will acknowledge, in writing, the receipt
                                         of any Leasehold Mortgage Notice delivered to Landlord.



 


		b)	Whenever
                                         Landlord shall send Tenant any written notice of any default by Tenant under this Lease,
                                         Landlord shall also send a duplicate copy of such notice to each Leasehold Mortgage Lender.
                                         In addition, Landlord agrees to execute any documents reasonably requested by any Leasehold
                                         Mortgage Lender in connection with such Leasehold Mortgage to confirm its rights hereunder,
                                         so long as such documents do not increase Landlord’s obligations or liabilities under
                                         this Lease, decrease Landlord’s rights under this Lease or decrease Tenant’s obligation
                                         or liabilities under this Lease.



 


		c)	Upon
                                         a Leasehold Mortgage Lender’s receipt of written notice of an Event of Default (a “Default
                                         Notice”), the Leasehold Mortgage Lender shall have the right, but not the obligation,
                                         to cure such Event of Default on behalf of Tenant, and Landlord shall not have the right
                                         to terminate this Lease in the event that the Leasehold Mortgage Lender completes the
                                         cure of such Event of Default with thirty (30) days after its receipt of the Default
                                         Notice; provided if such default does not arise from a failure to pay any Base Rent or
                                         Additional Rent owed to Landlord under this Lease and cannot reasonably be cured within
                                         such thirty (30) day period, then the Leasehold Mortgage Lender shall have such additional
                                         time to cure the same as is reasonably necessary under the circumstances so long as Leasehold
                                         Mortgage Lender prosecutes such cure continuously and with diligent efforts. Landlord
                                         agrees to accept any Leasehold Mortgage Lender’s cure of an Event of Default. In the
                                         event a Leasehold Mortgage Lender cannot cure any non-monetary default without obtaining
                                         possession of the Premises, Landlord agrees that the period of time that the Leasehold
                                         Mortgage Lender has to cure such default shall be extended by the period of time reasonably
                                         necessary for it to foreclose its Leasehold Mortgage so long as the Leasehold Mortgage
                                         Lender completes such foreclosure with reasonable diligence and pays, within ten (10)
                                         days after Landlord’s written demand, all unpaid Rent then due Landlord under this Lease.
                                         No Leasehold Mortgage Lender shall have any liability for damages as a result of any
                                         default by Tenant under this Lease occurring prior to the date it acquires title to the
                                         Leasehold Estate.



 


		d)	If
                                         this Lease is terminated for any reason, then, upon the Leasehold Mortgage Lender’s request
                                         made within thirty (30) days after the Leasehold Mortgage Lender’s receipt of written
                                         notice from Landlord of such termination, Landlord shall enter into a new lease with
                                         the Leasehold Mortgage Lender upon terms and conditions identical to those of this Lease
                                         for what would have been the full remaining term of this Lease had the same not been
                                         so terminated, with all remaining extension or renewal rights, so long as the Leasehold
                                         Mortgage Lender cures any outstanding defaults of Tenant and pays all of all unpaid Rent
                                         then due Landlord under this Lease. Any such new lease shall have the same priority as
                                         this Lease; provided Landlord shall not be responsible for ensuring the priority of this
                                         Lease to the extent the same is outside Landlord’s control.



 


		e)	A
                                         Leasehold Mortgage Lender may, at any time permitted under its agreements with Tenant,
                                         foreclose or otherwise realize upon its lien on the Leasehold Estate, and so long as
                                         the Leasehold Mortgage Lender cures any outstanding defaults of Tenant and pays all unpaid
                                         Rent to Landlord, Landlord shall recognize the person or entity acquiring the Leasehold
                                         Estate as the lessee hereunder with all of the rights and estate of Tenant, provided
                                         such person or entity shall be subject to all of the terms and conditions set forth in
                                         this Lease. Any sale of the Leasehold Estate in any foreclosure proceedings instituted
                                         by a Leasehold Mortgage Lender (or the assignment or transfer of this Lease and the Leasehold
                                         Estate by Tenant in lieu of any such foreclosure) shall be deemed to be a permitted assignment
                                         of the Leasehold Estate.



 




    	 		 



     


    

 


		f)	If
                                         any agreement between a Leasehold Mortgage Lender and Tenant shall so require and Landlord
                                         has been provided written notice of such provision, no voluntary amendment or modification
                                         of this Lease shall be effective as to such Leasehold Mortgage Lender unless it has consented
                                         thereto, in writing.



 


		g)	The
                                         making of a leasehold mortgage, deed of trust or other security interest affecting the
                                         Leasehold Estate or the assignment or pledge of this Lease as security shall not be deemed
                                         to constitute an assignment or transfer of the Leasehold Estate. No Leasehold Mortgage
                                         Lender, simply by virtue of its lien on the Leasehold Estate, shall be deemed to have
                                         assumed any of the obligations or liabilities of Tenant hereunder. A Leasehold Mortgage
                                         Lender (or its assignee or affiliate) who takes title to the Leasehold Estate shall be
                                         responsible for the performance of the tenant’s obligations under this Lease to the extent
                                         the same first arise after it acquires title to the Leasehold Estate; provided however,
                                         if the such party does not cure outstanding defaults of Tenant and make all payments
                                         of unpaid Rent to Landlord, Landlord may terminate the Lease. If the Leasehold Mortgage
                                         Lender conveys the Leasehold Estate, such Leasehold Mortgage Lender shall be released
                                         from the obligations and liabilities under this Lease first arising from and after the
                                         date of such conveyance. Except as expressly provided above, the purchaser at any foreclosure
                                         sale of the Leasehold Estate shall be deemed to have agreed to perform all of Tenant’s
                                         obligations under this Lease. Nothing in this exhibit shall be deemed to release Tenant
                                         from its obligations and liabilities under this Lease or limit Landlord’s remedies against
                                         Tenant as a result of any Event of Default that is not cured within the periods provided
                                         herein.



 


		h)	Any
                                         Leasehold Mortgage shall be subject to this Lease, and to the extent of any conflict
                                         in the obligations of tenant under this Lease and under the Leasehold Mortgage, the terms
                                         of this Lease shall govern between Landlord and Tenant.



 




    	 		 



     


    

 


EXHIBIT
“H”


 


PROHIBITED
TRANSFEREES


 


Notwithstanding
anything to the contrary contained herein, in no event shall: (i) Landlord’s interest in the Premises or this Lease be owned by
any Prohibited Transferee, directly or indirectly; or (ii) any of the ownership interests (such as, without limitation, stock,
membership interests, partnership interests or limited partnership interests), financial rights or voting rights in Landlord be
held by any Prohibited Transferee, directly or indirectly. For purposes hereof, a person or entity shall be considered a “Prohibited
Transferee” if such person or entity or any of its affiliates:


 


		(i)	(A)
                                         operates or manages, any hospital or hospital unit excluded from reimbursement under
                                         the prospective payment systems specified in 42 C.F.R. §  412.1(a)(1) pursuant
                                         to 42 C.F.R. § 412.23(b) pertaining to rehabilitation hospitals or§
                                         412.29 pertaining to rehabilitation units (B) holds more than a fifteen percent (15%)
                                         ownership interest in, or controls (directly or indirectly) any corporation or other
                                         entity that operates or manages such a hospital or hospital unit, or C) provides material
                                         management consulting services to such a hospital or hospital unit; or






 


		(ii)	(A)
                                         operates or manages any hospital, acute care facility or long-term acute care hospital,
                                         outpatient clinic or ambulatory center (“Competing Facilities”), (B) holds
                                         more than a fifteen percent (15%) ownership interest in, or controls (directly or indirectly)
                                         any corporation or other entity that operates or manages such Competing Facilities (a
                                         “Competing Facility Operator”), or (C)
provides material management consulting services to such Competing Facilities.



 


For
purposes hereof, the term “controls” means the possession of the power to direct the day-to-day management and
policies of the entity in question. Notwithstanding the foregoing, a Prohibited Transferee shall not be deemed to
include


 


(a)       a
person or entity that owns a building containing a Competing Facility and leases such building to an unaffiliated third
party who independently operates the same, so long as the rent paid for such building is not percentage rent or based on a share
of the revenue or profits from the operation of such Competing Facility,


 


(b)       a
person or entity that holds more than a fifteen percent (15%) ownership interest in a Competing Facility Operator, so long
as such transferee does not operate Competing Facilities as its primary business and either (1) does not control such
Competing Facility Operator or (2) did not initially control such Competing Facility Operator, and only controls such
Competing Facility Operator by virtue of exercising rights or remedies against the party(ies) that, but for such exercise of
rights or remedies, had previously controlled such Competing Facility Operator; and


 


(c)
     a publicly traded real estate investment trust.