Exhibit 10.16


 


ease

agreement between




 




UPPER

CHESAPEAKE FLEX ONE, LLC AND Clene Nanomedicine, Inc.









 








	 	Page
	Article

    1.   TERM:	1
	Article

    2A.   CONSTRUCTION AND IMPROVEMENTS:	1
	Article

    2B.   LETTER OF CREDIT:	2
	Article

    3.   COMMENCEMENT DATE:	2
	Article

    4A.   RENT:	2
	ARTICLE

    4B.   LATE PAYMENT CHARGES:	3
	article

    4C.   OPERATING EXPENSES:	3
	Article

    5.   OPTION TO RENEW:	5
	Article

    6.   USE OF PREMISES:	6
	Article

    7.   COMMON AREAS AND FACILITIES:	8
	Article

    8.   PAYMENT OF UTILITY CHARGES AND SERVICES:	8
	Article

    9.   REAL ESTATE TAXES:	8
	Article

    10.   PROPERTY INSURANCE:	9
	Article

    11.   LIABILITY INSURANCE:	9
	Article

    12.   WAIVER OF SUBROGATION CLAUSE:	9
	Article

    13.   INDEMNIFICATION:	9
	Article

    14.   MAINTENANCE AND REPAIRS:	11
	Article

    15.   ALTERATIONS AND ADDITIONS:	12
	Article

    16.   DAMAGE OR DESTRUCTION OF IMPROVEMENTS:	12
	Article

    17.   LANDLORD’S RIGHT TO ACCESS:	13
	Article

    18.   SURRENDER OF PREMISES:	13
	Article

    19.   SIGN:	14
	Article

    20.   ASSIGNMENT AND SUBLETTING:	14





 











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	Article

    21.   EMINENT DOMAIN:	14
	Article

    22.   SECURITY DEPOSIT:	15
	Article

    23.   financial statement:	16
	Article

    24.   DEFAULT:	16
	Article

    25.   SERVICE OF NOTICE:	18
	Article

    26.   QUIET ENJOYMENT:	19
	Article

    27.   SUBORDINATION AND NON-DISTURBANCE AND ESTOPPEL CERTIFICATE:	19
	Article

    28.   JURISDICTION FOR DISPUTES:	20
	Article

    29.   HOLD-OVER:	20
	Article

    30.   LANDLORD’S CONSENT:	20
	Article

    31.   GOVERNING LAW:	20
	Article

    32.   PARTIAL INVALIDITY:	21
	Article

    33.   INTERPRETATION:	21
	Article

    34.   ENTIRE AGREEMENT:	21
	Article

    35.   PARTIES:	21
	Article

    36.   BROKER:	21









 











    ii



     



    



 




LEASE

AGREEMENT




 




This

Lease, dated this ____ day of ___________________ 2016 by and between UPPER CHESAPEAKE FLEX ONE, LLC hereinafter referred

to as “Landlord” and CLENE NANOMEDICINE, INC., hereinafter referred

to as “Tenant”.




 




W

I T N E S S E T H:




 




The

Landlord, for and in consideration of the payment of rent and the performance of the covenants and agreements entered into herein

between the Landlord and the Tenant, does hereby lease to the Tenant, and the Tenant does hereby lease from the Landlord, the

following described premises:




 




Approximately

14,716square feet of space (the “Premises”) in an approximate 45,000 SF building constructed on the premises and property

known as Principio Flex A, Cecil Technology Campus, Principio Business Park, located at 500 Principio Parkway West, North East,

Maryland (the “Property”).




 




The

boundaries and location of the improvements and the land comprising the Premises are shown on the plans attached hereto and made

a part hereof and marked as Exhibit D -Site Plan, Exhibit E -Floor Plan and Exhibit G -Scope of Work




 




Article

1.TERM:




 




The

initial base term of this Lease shall begin on the Commencement Date and shall end one hundred twenty (120) months after the end

of the first complete calendar month containing the Commencement Date (the “Term”). By way of example, if the Commencement

Date isNovember 1, 2016, the initial base term will endOctober 31, 2026, subject to Tenant’s option to renew as described

in Article 5A of this Lease.




 




Landlord

shall not have the right to relocate Tenant during the term of the lease or any renewal periods. Landlord agrees that should Tenant

desire to expand or move within the existing building, or relocate to another building within the Park, and mutually satisfactory

leasing conditions have been negotiated for such expansion or relocation space, such conditions to include appropriate recapture

by the Landlord of unamortized leasehold improvement costs, Tenant shall be released from the terms of this lease.




 




Article

2A.CONSTRUCTION AND IMPROVEMENTS:




 




Landlord

shall be responsible for all costs associated with the Tenant Improvements listed on Exhibit E, including but not limited

to architectural fees, engineering fees, construction management, and building permits, not to exceed Seven Hundred Thousand and

00/100 ($700,000.00) Dollars.Tenant shall have the right, at its sole cost and expense and in conformity with applicable laws

and ordinances, to install a required modular clean room and associated fixtures, which are identified on Exhibit I, in

the interior of the Leased Premises. Tenant shall be responsible for all costs associated with its modular clean room, and shall

retain ownership of the same. Tenant may recover its modular clean room at any time during the Term of this Lease or any extension

thereof, and upon expiration of this Lease, Tenant has thirty (30) days to recover its modular clean room; provided, that Tenant

shall repair any damage caused to the Premises by such removal; all roof top units and mechanical fit-ins shall remain the property

of Landlord, except for the HVAC units and mechanical fit-ins specifically related to the clean room.




 











    1



     



    



 




Landlord

and Tenant shall mutually agree on all finishes for the Premises, the construction scope and schedule, which shall be incorporated

into a plan (“Scope of Work”), which shall be attached hereto and made a part hereof marked Exhibit G. Landlord

and Tenant shall mutually agree upon a construction schedule, which shall be attached hereto and made a part hereof marked Exhibit

H.




 




Article

2B.LETTER OF CREDIT:




 




Upon

the execution of this Lease, Tenant shall deliver to Landlord a letter of credit (“LOC”) in the amount of Seven Hundred

Thousand and 00/100($700,000.00) Dollarsin order to guaranty the Landlord’s costs associated with the Tenant Improvements

listed on Exhibit E. The full amount of the LOC shall be during year 1 of the Lease Term. Landlord shall reduce Tenant’s

LOC to Five Hundred Thousand and 00/100 ($500,000.00)Dollars at the end of year1 of the Lease Term so long as Tenant is current

on Base Rent and common area expenses. Landlord shall reduce Tenant’s LOC to Two Hundred Fifty Thousand and 00/100 ($250,000.00)

Dollarsat the end of year 2 of the Lease Term so long as Tenant is current on rent and common area expenses owed. At the end of

year 3 of the Lease Term, the Landlord will fully release the LOC, less any rent and common area expenses owed to Landlord.




 




Article

3.COMMENCEMENT DATE:




 




The

Commencement Date of this Lease Agreement shall be five (5) business days after Landlord obtains a Certificate of Occupancy for

the Premises. Landlord shall send Tenant a commencement letter in substantially the same form as shown on Exhibit “A”

attached. Tenant shall sign such commencement letter and return it to Landlord indicating its agreement with the terms of

such commencement letter. Notwithstanding the above, if there are any discrepancies between such commencement letter and this

Lease, this Lease shall govern, except the Commencement Date shall be as set forth in such commencement letter.




 




Article

4A.RENT:




 




The

Tenant, in consideration of the Lease, covenants and agrees to pay to the Landlord the annual rent for the Premises as set forth

below (hereinafter referred to as the “Base Rent”) payable on the first day of each and every calendar month during

the Term, in advance, in monthly installments, except that the payment that is due and owing for the second full month’s

rent shall be paid upon execution of this Lease Agreement.




 











    2



     



    



 




The

Base Rent for the entire Term shall be payable as follows:




 




	Period	 	Annual Base Rent	 	Monthly Base Rent
	Year 1	 	$220,740.00	 	$18,395.00
	Year 2	 	$226,184.92	 	$18,848.74
	Year 3	 	$231,924.16	 	$19,327.01
	Year 4	 	$237,663.40	 	$19,805.28
	Year 5	 	$243,696.96	 	$20,308.08
	Year 6	 	$249,730.52	 	$20,810.88
	Year 7	 	$255,911.24	 	$21,325.94
	Year 8	 	$262,386.28	 	$21,865.52
	Year 9	 	$269,008.48	 	$22,417.37
	Year 10	 	$275,630.68	 	$22,969.22







  




The

annual rent is payable in advance, in the equal monthly installment specified above on the first day of each and every calendar

month during the Term hereof, except that the rental payment for any fractional calendar month at the commencement of the Lease

Term shall be pro-rated based on the actual number of calendar days in the month in which the Commencement Date occurs. Any pro-rated

rent for such fractional month shall be reflected in the first full calendar month of the Lease Term.




 




ARTICLE

4B.LATE PAYMENT CHARGES:




 




In

the event payment for any charges due under the terms of this Lease is not received within thirty (30) calendar days of the due

date for such charges, a service charge of ten percent (10%) of the amount due shall be charged to and paid by Tenant to Landlord.




 




article

4C.OPERATING EXPENSES:




 




Tenant

shall pay to Landlord during the Term hereof, in addition to the Base Rent, Tenant’s share, as hereinafter described, of

all Operating Expenses, as hereinafter defined, during each calendar year of the Term of this Lease, in accordance with the following

provision:




 




“Operating

Expenses” are defined for purposes of this Lease, as all costs incurred by Landlord, if any, for:




 




1.       The

operation, repair and maintenance, in neat, clean, good, safe order and condition of the following:




 




A.       The

common areas, including parking areas, loading and unloading areas, trash areas, roadways, sidewalks, driveways, landscaped areas,

lawn areas, striping, bumpers, common area light facilities and common signs.




 











    3



     



    



 




B.       Any

other service to be provided by Landlord that is elsewhere in this Lease stated to be an “Operating Expense”;




 




2.       The

cost of the premiums for the insurance policy to be maintained by Landlord under Article 10 hereof and Article 11

hereof.




 




3.       The

amount of the real estate tax to be paid by Landlord under Article 9 hereof.




 




4.       The

cost of water, gas and electricity to service the common areas.




 




5.       The

cost of all maintenance programs to service the Premises.




 




6.       The

cost of water and sewer service to the Property based on the pro-rata square footage of Premises to the total occupied square

footage of the Property.




 




The

inclusion of the improvements, facilities and services set forth by the definition of Operating Expenses shall not be deemed to

impose an obligation upon Landlord to either have said improvements or facilities or to provide those services unless the building

already has the same, Landlord already provides the services or Landlord has agreed elsewhere in this Lease to provide the same

or some of them.




 




Nothing

in this Lease shall be construed to impose any obligation on Tenant to bear the cost of any capital improvements to the property

whatsoever. No capital expenditures made by Landlord, whether made to improve the land, building or improvements, shall be allocated

to Tenant in any way.




 




The

responsibility of Tenant and Landlord with respect to Operating Expenses and structural repair items are further described in

Exhibit “B” Operating Expense Responsibility attached hereto and made a part hereof.




 




During

the Term of this Lease the Tenant will pay Landlord, as additional rent, it’s pro rata share of Landlord’s Operating

Expenses. The Tenant’s pro-rata share shall be the percentage of the Tenant’s total square footage divided by the

total square footage of the entire building. Landlord shall estimate for each calendar year the monthly additional rent to be

paid by the Tenant. If within 30 calendar days of receipt of Landlord’s statement, Tenant contests any increase in Operating

Expenses, Tenant shall have the right to inspect Landlord’s records relating to Operating Expenses and, if Landlord and

Tenant are still unable to agree on the increase in Operating Expenses for the current lease year, the matter shall be referred

to an independent certified public accountant who will calculate the increase to Tenant’s share of Operating Expenses. The

cost of such independent certified public accountant shall be shared equally by Landlord and Tenant. For the initial 12 months,

the Tenant’s estimated pro rata share of Landlord’s Operating Expenses shall not to exceed $3.13 per sq. ft. Each

installment of Tenant’s share of Operating Expenses shall be payable by Tenant on the first day of each month during the

Term with the Base Rent referred to in Article 4A. The total amount to be remitted by Tenant to Landlord during the initial

lease year shall be as follows:




 




	 	 	Monthly	 	 	Total Annual	 
	Base Rent	 	$	18,395.00	 	 	$	220,740.00	 
	Estimated Operating Expenses	 	$	3,838.42	 	 	$	46,061.04	 
	TOTAL	 	$	22,233.42	 	 	$	266,801.04	 





  











    4



     



    



 




Landlord

shall deliver to Tenant as soon as possible after the expiration of each calendar year a reasonably detailed statement showing

Tenant’s share of the actual Operating Expenses incurred during the preceding year. If Tenant’s payments under this

Article during said preceding year were less than Tenant’s share as indicated on said statement, Tenant shall pay to Landlord

the amount of the deficiency within thirty (30) calendar days after delivery by Landlord to Tenant of said Statement. If Tenant’s

payments under this Article during said preceding year were more than Tenant’s share as indicated on said statement, Tenant

shall receive a credit from Landlord equal to the amount of such overage. Such credit shall be applied against the charges due

from Tenant in the month following said statement. If such statement is delivered to Tenant during the last month of the Term

of this Lease or after the expiration of the Term of this Lease, Landlord shall reimburse Tenant in cash for any overpayment and

such responsibility shall survive the Term of this Lease.




 




Tenant’s

share of all of the Operating Expenses shall be determined by totaling all of those costs and multiplying it by a fraction, the

numerator of which shall be the number of square feet in the Premises and the denominator shall be the total number of gross leasable

square feet in the building of which the Premises is a part. If the floor area of the Premises or the building of which the leased

Premises are a part is changed during the original Term or any renewal Term of this Lease, Tenant’s pro rata share shall

be determined as provided above.




 




If

Tenant commences occupying the Premises other than on January 1 of any year, or vacates the Premises prior to December 31 of any

year, the charges for reimbursement of Landlord’s charges for Operating Expenses shall be pro-rated, based upon the actual

time Tenant was in possession of the Premises at the beginning of the Lease and also at the end of the Lease.




 




Article

5.OPTION TO RENEW:




 




Provided

Tenant is not in default of the terms, conditions, or covenants contained in this Lease, beyond any grace or cure period established

herein, Tenant shall have the right, and option to extend or renew this Lease for two (2) periods of five (5) years, commencing

immediately after the end of Lease term. The option to renew is only exercisable if Tenant is not in default of the Lease or in

the performance of any of its terms and conditions at the end of the Lease term or at the time of exercise of any of its options.

If any option to renew is exercised, all the terms and conditions of the Lease shall remain except that the rent shall be adjusted

as follows to the following:




 











    5



     



    



 




The

annual rent for the renewal periods shall be equal to the following:




 




	Period 1	 	Annual Base Rent	 	Monthly Base Rent
	Year 1	 	$282,547.20	 	$23,545.60
	Year 2	 	$289,610.88	 	$24,134.24
	Year 3	 	$296,821.72	 	$24,735.14
	Year 4	 	$304,326.88	 	$25,360.67
	Year 5	 	$311,832.04	 	$25,986.00





 




	Period 2	 	Annual Base Rent	 	Monthly Base Rent
	Year 1	 	$319,631.52	 	$26,635.96
	Year 2	 	$327,725.32	 	$27,310.44
	Year 3	 	$335,819.12	 	$27,984.93
	Year 4	 	$344,207.24	 	$28,683.94
	Year 5	 	$352,889.68	 	$29,407.47





 




Tenant

must give written notice to the Landlord one hundred eighty (180) calendar days prior to expiration of lease to exercise this

option.




 




Article

6.USE OF PREMISES:




 




Tenant

is hereby given the privilege and right to use the Premises for manufacturing of medical grade pharmaceutical products and general

office spay and any use related to the operation of said business. The Property is zoned Industrial, and Landlord represents that,

to the best of Landlord’s knowledge, use of the Premises for such business is permitted under currently applicable zoning

requirements, and there are no legislative, regulatory, or judicial proceedings underway that would render such use impermissible.

Tenant may utilize and use the Premises for any other lawful office or lawful commercial or industrial use only upon the prior

written consent of the Landlord.




 











    6



     



    



 




Tenant

shall at its own cost and expense, promptly observe and comply with all laws, ordinances, requirements, orders, directives, rules

and regulations of the federal, state, county, municipal or town governments and of all governmental authorities or agencies affecting

the Premises whether same are in force on the Commencement Date of this Lease or are passed, enacted or directed in the future

(collectively, “Legal Requirements”).




 




However,

the Tenant shall not be required to make any structural repairs or changes in the improvements, or any non-structural repairs

made necessary by defects in the construction or changes to the Property that may be required by any governmental agency or authority,

unless the required changes to the structure are the results of any changes or defects caused or initiated by the Tenant.




 




Tenant

shall not use or permit the Premises to be used for any purpose other than as specified herein and shall not use or permit the

Premises to be used for any unlawful, immoral, hazardous, or disreputable purpose. Furthermore, the use of the Premises shall

not be in violation of any laws, ordinances, regulations, or other applicable governmental regulations or any use which would

jeopardize or invalidate any of the insurance coverage on the Premises that are held by the Landlord.




 




Tenant

covenants and warrants that Tenant, Tenant’s work and Tenant’s use of Premises will at all time comply to all laws,

statutes, ordinances, rules and regulations of any governmental, quasi-governmental or regulatory authorities (“Laws”)

which relate to the transportation, storage, placement, handling, treatment, discharge, generation, production or disposal (collectively

“Treatment”) of any waste, petroleum product, waste products, radioactive waste, poly-chlorinated biphenyl’s,

asbestos, hazardous materials of any kind, any substance which is regulated by any law, statute ordinance, rule or regulation

(collectively “Waste”). Tenant further covenants and warrants that it will not engage in or permit any person or entity

to engage in any Treatment of any Waste on or which affects the Premises.




 




Immediately

upon receipt of any Notice (as hereinafter defined) from any person or entity, Tenant shall deliver to Landlord a true, correct

and complete copy of any written Notice. “Notice” shall mean any note, notice or report of any suit, proceeding, investigation,

order, consent order injunction, writ, award or action related to or affecting or indicating the Treatment of any Waste in or

affecting the Premises.




 




Tenant

hereby agrees to indemnify, defend, save and hold harmless Landlord and Landlord’s officers, directors, owners, employees,

agents and their respective heirs, successors and assigns (collectively “Indemnified Parties”) against and from, and

to reimburse the Indemnified Parties with respect to, any and all damages, claims, liabilities, loss, costs and expense (including,

without limitation, all attorneys’ fees and expenses, court costs, administrative costs and costs of appeals), incurred

by or asserted against the Indemnified Parties by reason of or arising out of: (a) the breach of any representation or undertaking

of Tenant under this Article 6 or (b) arising out of the Treatment of any Waste by Tenant or any licensee, concessionaire,

manager or other party occupying or using the Premises, in or affecting the Premises.




 











    7



     



    



 




Tenant

agrees to deliver upon request from Landlord estoppel certificates to Landlord expressly stipulating whether Tenant is engaged

in or has engaged in the Treatment of any Waste in or affecting the Premises, and whether Tenant has caused any spill, contamination,

discharge, leakage, release or escape of any Waste in or affecting the Premises, whether sudden, gradual, accidental or anticipated,

or any other nature at or affecting the Premises and whether, to the best of Tenant’s knowledge, such an occurrence has

otherwise occurred at or affecting the Premises.




 




Article

7.COMMON AREAS AND FACILITIES:




 




The

common areas and facilities which are provided by the Landlord in or near the Property for the general common use of the tenant,

their officers, agents, employees and customers shall include but not be limited to all parking areas, access road, loading docks,

sidewalks, landscape and planting areas, lighting facilities and other area of improvement. The common areas and facilities shall

at all times be under the exclusive control and management of the Landlord. Landlord shall have the right to establish, modify

and enforce reasonable rules and regulations with respects to the common areas and facilities.




 




Article

8.PAYMENT OF UTILITY CHARGES AND SERVICES:




 




Tenant

shall be solely responsible for the payment of its own gas, telephone, metered electricity, refuse disposal, and any other utility

services or charges that are used or wasted by said Tenant on the Premises. Gas and electricity shall be separately metered for

the Premises apart from other adjacent rental spaces that are owned, rented or reserved by the Landlord. Tenant shall be responsible

for contacting all of the applicable utility providers to ensure that the utilities described above are billed to Tenant beginning

on the Commencement Date. In addition, Tenant shall be responsible for contacting such utility providers upon the termination

of this Lease to cause such utilities to no longer be charged to Tenant.




 




Landlord

shall under no circumstances be liable to Tenant in damages or otherwise, for any interruption in the service of water, electricity,

gas, heating, air conditioning or other utilities or services caused by any unavoidable delay, by the making of any necessary

repairs or improvements, or by any cause beyond Landlord’s reasonable control.




 




Tenant

shall be responsible for and bear the cost of removal of all waste and refuse generated in his course of business.




 




Article

9.REAL ESTATE TAXES:




 




Landlord

shall pay all real estate taxes levied by a governmental entity against the Premises on or prior to the date same are due. All

real estate taxes shall be included in Operating Expenses as described in Article 4C hereof.




 











    8



     



    



 




Article

10.PROPERTY INSURANCE:




 




During

the Term of this Lease or any extensions or renewals thereof, Landlord covenants that it will insure the improvements now standing

upon the Premises, against loss or damage by fire and other perils covered under a special cause of loss form or on an all-risk

basis with a responsible insurance company or companies and will maintain such insurance at all times during the Term of this

Lease or any extensions or renewals hereof in an amount equal to not less than the full insurable value of said improvements on

a replacement cost basis. The policy or policies thereof shall be taken out by Landlord and the premiums for such policy or policies

shall be included in Operating Expenses as described in Article 4C hereof. Tenant shall be solely responsible for any premiums

or any increase in Landlord’s premium on account of changes of the premises caused by Tenant or hazardous activities of

Tenant, and shall be solely responsible for obtaining any fire or extended coverage insurance of its personal property, and materials

stored in or about the Premises. In addition, Landlord shall have the option of procuring rental loss insurance with respect to

the Premises.




 




Article

11.LIABILITY INSURANCE:




 




At

all times during the Term hereof or any extension thereof, Landlord shall maintain and keep in force, for the benefit of the Landlord

general public liability insurance against claims for personal injury, death, or property damage occurring in or about the Premises

or sidewalks or areas adjacent to the Premises to afford protection to the limit of not less than One Million Dollars ($1,000,000.00)

in respect to bodily injury or property damage and to the aggregate limit of not less than Three Million Dollars ($3,000,000.00)

in respect to bodily injury or property damage. The premiums for such insurance shall be included in Operating Expenses as described

in Article 4C hereof. During the entire Term of this Lease, the Tenant shall maintain in force general liability insurance

naming the Landlord as additional insured in respect to the Premises with a minimum limit as described in this Article 11.




 




The

Tenant must furnish the Landlord a certificate of insurance for the above coverage which contains a clause requiring a minimum

of thirty (30) calendar days’ notice of non-renewal or cancellation to the Landlord.




 




Article

12.WAIVER OF SUBROGATION CLAUSE:




 




Landlord

and Tenant each hereby waive any and all rights of recovery, by subrogation or otherwise, against each other and the officers,

employees, agents and representatives of such other party for loss of or damage to such waiving party or its property or the property

of others under its control, arising from any cause insured against by any insurance policy in force (whether or not described

herein) carried by such waiving party in lieu thereof, and each party shall cause each insurance policy obtained by it to provide

that the insurance company waives all right of recovery by way of subrogation against either party in connection with any damage

covered by any policy; provided, however, that in the event a loss or a damage incurred by the Landlord due to Tenant’s

negligence, this waiver shall not be applicable to the Landlord and the indemnification covenants of Section 13 hereof shall control.




 




Article

13.INDEMNIFICATION:




 




Tenant

shall defend, indemnify and save Landlord harmless from and against any and all liability, claims, damages, penalties, or judgments

arising from or in any way connected with injury to person or property sustained in and about the Premises in the custody and

control of Tenant. If Landlord shall, without fault on its part, be made a part of any litigation commenced by or against Tenant,

Tenant shall defend, indemnify and hold Landlord harmless, and Tenant shall pay all reasonable expenses, attorney fees, and costs

that may be incurred by Landlord, and Tenant will be kept informed of all such costs incurred by Landlord on a regular basis.




 











    9



     



    



 




Except

for the negligence of Landlord or the negligence of Landlord’s officers, agents, servants, employees, or contractors, Landlord

shall not be responsible or liable for any damage or injury to any property, fixtures, buildings, or other improvements, or to

any person or persons at any time on the Premises, including any damage or injury to Tenant or to any of Tenant’s officers,

agents, servants, employees, contractors, customers, or sublessee.




 




Landlord

shall defend, indemnify and save Tenant harmless from and against any and all liability, claims, damages, penalties, or judgments

arising from or in any way connected with injury to person or property sustained in and about the Premises in the custody and

control of Landlord. If Tenant shall, without fault on its part, be made a part of any litigation commenced by or against Landlord,

Landlord shall defend, indemnify and hold Tenant harmless, and Landlord shall pay all reasonable expenses, attorney fees, and

costs that may be incurred by Tenant, and Landlord will be kept informed of all such costs incurred by Tenant on a regular basis.




 




Except

for the negligence of Tenant or the negligence of Tenant’s officers, agents, servants, employees, or contractors, Tenant

shall not be responsible or liable for any damage or injury to any property, fixtures, buildings, or other improvements, or to

any person or persons at any time on the Premises, including any damage or injury to Landlord or to any of Landlord’s officers,

agents, servants, employees, contractors, customers, or sublessor.




 






    10



     



    



 









Article

14.MAINTENANCE AND REPAIRS:




 




Landlord

represents and warrants at the Commencement Date and for the duration of the lease Term that the Premises will be in good working

order and repair and maintain all equipment in good operating condition. Tenant accepts the property as of the Commencement Date

in an “AS IS” condition upon assuming possession of the Premises. Landlord will correct all construction defects,

whether structural or not, discovered within one year of the Commencement Date, or such longer period as may be specified in an

applicable contractor’s, subcontractor’s, or materialmen’s warranty. In addition, Landlord will make all necessary

structural repairs to the Premises throughout the Term of this Lease. The structural items for which Landlord shall be responsible

are the roof, exterior walls, the bearing walls (if such walls have not been changed by Tenant), the support beams, the columns,

the concrete floor slabs, the plumbing system below the floor level of the facility (obstruction caused by Tenant shall be Tenant’s

responsibility to correct), except those damages that are caused by the Tenant’s negligence. Tenant agrees to give prompt

notice to Landlord of any defects or other hazardous conditions required to be repaired or remedied by Landlord. If the repairs

required to be made by Landlord or Tenant are not completed within a reasonable time after request for such repair by the other

party, Landlord or Tenant, as the case may be, shall have the option to make such repairs after first giving the other party fifteen

(15) calendar days’ notice of its intention to do so, and any amounts expended by virtue thereof shall be added to or subtracted

from the next month’s rent in the full amount of the expenditures.




 




Landlord,

during the Term of this Lease, shall maintain and repair when needed all of the mechanical equipment (“HVAC system”),

including but not limited to heating and air conditioning units, plumbing, and electrical units, in a good condition and good

state of repair. Further, Landlord shall maintain a service contract on the HVAC system with a reputable heating and air conditioning

contractor, providing for regular routine maintenance, changing of filters and lubricating the HVAC system. Such maintenance and

repair and service contract shall be included in Operating Expenses as described in Article 4C hereof.




 




Tenant

shall keep the Premises free and clear of rodents, bugs and vermin, and Tenant shall use, at its cost and at such intervals as

Landlord shall reasonably require, a reputable pest extermination contractor to provide extermination services in the Premises.

Notwithstanding the above, if Landlord reasonably determines that an extermination service needs to be provided to the entire

Building in order to eliminate pests from the entire Building, Landlord shall contract for such extermination services and include

the cost of such services in Operating Expenses. Landlord shall provide Tenant with advance notice of any such extermination services

to be made to the Premises by Landlord within a reasonable period of time.




 




Tenant

shall keep the Premises clean and orderly and shall not cause the common areas to become disorderly, cluttered, dirty or

trashed at any times and shall not cause refuse to accumulate around any portion of the Property. Trash shall be stored in a

sanitary and inoffensive manner inside the Premises or in screened areas approved by Landlord, and Tenant shall cause

the same to be removed at reasonable intervals.




 











    11



     



    



 




Landlord

shall provide Tenant with five suite keys at no cost to Tenant. All keys are on “Do Not Duplicate” blanks, and

numbered for Tenant’s security. These keys cannot be reproduced unless they are done by Landlord’s locksmith. If

additional keys are required by Tenant, Tenant shall contact Landlord in order that Landlord may authorize the issuance of

such keys. The cost of any such additional keys shall be the responsibility of Tenant to pay.




 




Article

15.ALTERATIONS AND ADDITIONS:




 




Prior

to Tenant’s occupancy of the Premises, Landlord shall complete those improvements as shown and described on the attached

Exhibit “E”-Floor Plan and Exhibit “G”-Scope of Work.




 




After

Tenant occupies the Premises, Tenant, at its expense, shall have the right to make changes in the interior of the Premises, other

than major structural changes, as it shall deem necessary or advisable in adapting the Premises for its use. No structural changes

shall be made without the prior written consent of Landlord. Tenant shall be responsible for any and all costs associated with

said improvements made after Tenant occupies the Premises and shall be responsible to obtain any and all necessary building permits,

use and occupancy permits, etc. from any and all governmental agencies or authorities as may be applicable.




 




All

fixtures shall become a part of the Premises and the property of the Landlord at the termination of the Lease, except that trade

fixtures installed by Tenant shall be considered as its own, and Tenant may recover the same at any time during the Term of this

Lease or any extension thereof, provided that Tenant shall repair any damage caused to the Premises by such removal.




 




Article

16.DAMAGE OR DESTRUCTION OF IMPROVEMENTS:




 




In

the event the Premises shall be rendered untenable by fire or other casualty, Landlord will, within sixty (60) calendar days from

the date of said damage or destruction, repair or replace the Premises to substantially the same condition as prior to the damage

or destruction. If Landlord fails to commence repair of the damage or destruction within thirty (30) calendar days from the date

of such damage or destruction, or if the Premises have not been replaced or repaired to such condition within sixty (60) calendar

days, Tenant may, at its option, upon written notice to the Landlord, terminate this Lease. The rent herein required to be paid

shall abate during the period of such untenantability.




 




If

the Premises shall be damaged in part by fire or other casualty but still remains tenantable, Landlord shall repair the Premises

to substantially the same condition as prior to the damage. Landlord shall commence repair of the damage or destruction within

thirty (30) calendar days from the date of occurrence. During the period of such repairs and restoration, the Lease shall continue

in full force and effect; provided, however, that Tenant shall be required to pay the rent, herein reserved, abated by the percentage

of area destroyed as compared to the total area herein demised. Said percentage shall be established within ten (10) calendar

days following the damage.




 




Any

dispute which arises under this Article regarding the usability of the Premises and reasonable rent shall be settled by arbitration

pursuant to the provisions of Article 28.




 











    12



     



    



 




Article

17.LANDLORD’S RIGHT TO ACCESS:




 




Tenant

shall permit Landlord and its agents to enter upon the Premises at all reasonable times during business hours to examine the condition

of the same and that said inspection does not interfere adversely with the conduct of the Tenant’s daily business, except

in case of emergency, and shall permit Landlord to make such repairs as may be required.




 




Tenant

shall permit Landlord and its agents to enter upon the Tenant’s Premises at all reasonable times to make repairs or construct

improvements to the Building or the Premises for the benefit of Tenant or other occupants of the Building or Property provided

such repairs or additional improvements do not substantially impair or diminish the Tenant’s use of the Premises. Landlord

shall use its best efforts to minimize any disruption of the Tenant’s operations as a result of such entry into the Premises.




 




Tenant

shall permit Landlord, for a period of sixty (60) calendar days prior to the expiration of the Term of this Lease, to place upon

the Premises the usual “For Rent” or “For Sale” signs, and shall permit Landlord and its agents, at reasonable

times, to show the Premises to prospective tenants or purchasers.




 




Article

18.SURRENDER OF PREMISES:




 




Tenant

shall surrender and deliver up the Premises and appurtenances at the end of the Term broom clean and in as good condition and

order as they were on the Commencement Date of the Term hereof, reasonable use and ordinary wear and tear thereof and leasehold

improvements made with Landlord’s consent excepted. Tenant may remove all trade fixtures, signs, equipment, stock and trade,

and other items of a similar nature used in connection with its business, including such as may have been temporarily attached

to the realty, provided all rents stipulated to be paid hereunder have been paid and all damage to the Premises is properly repaired.

If said removal results in injury to or defacement of the Premises, Tenant shall immediately repair the Premises at its expense.




 






    13



     



    



 









Article

19.SIGN:




 




The

Tenant, at Tenant’s expense, shall have the privilege and right of placing one (1) sign on the Premises as it deems necessary

and proper in the conduct of its business subject to Landlord’s prior written approval, which approval may not be unreasonably

withheld. All signs will conform to the size, location, and quality as determined by the Landlord and as specified on Exhibit

“F”. Tenant shall comply with all laws, ordinances, plat and deed restrictions, and lawful municipal regulations

applicable to the erection, maintenance, and removal of such signs. Tenant shall be responsible for the removal of such signs

upon surrender of the Premises. Any damage to any improvements caused by such removal shall be repaired by Tenant within ten calendar

days’ written notice from Landlord at Tenant’s expense.




 




If

such damage has not been restored by Tenant within such ten (10) day notice period, Landlord may cause such damage to be repaired

and charge Tenant for the cost of such repairs.




 




Article

20.ASSIGNMENT AND SUBLETTING:




 




Tenant

shall have the unconditional right at any time during the Initial Lease Term and any Renewals thereof to sublet, assign or transfer

all or any portion of the Premises with Landlord’s prior consent, which consent shall not be unreasonably withheld, conditioned

or delayed. However, Tenant will not require Landlord’s consent to sublease or assign all or any portion of the Premises

to: a) any entity resulting from a merger or consolidation with Tenant, b) any entity succeeding to the business and assets of

Tenant, c) any affiliates of Tenant, or d) Desk Sharers (as that term will be defined in the Lease) in up to 15% of the Premises.

Landlord shall not have any rights to recapture any space sublet or assigned by Tenant; however, any net profits received from

subletting shall be split on a 50/50 basis between Landlord and Tenant.




 




Article

21.EMINENT DOMAIN:




 




If

the entire Premises, or such part thereof, as, in the Landlord’s judgment, renders the remainder unsuitable for Tenant’s

continued use, shall be taken in appropriate proceedings or by any rights of eminent domain, then this Lease shall terminate and

be utterly void from the time when possession thereof is required for public use, and such taking shall not operate as or be deemed

an eviction of Tenant or a breach of Landlord’s covenant for quiet enjoyment; but Tenant shall pay all rent due, and perform

and observe all other covenants hereof, up to the time when possession is required for public use. However, if only a part of

said Premises shall be so taken and in the parties’ mutual judgment the Premises remain suitable for Tenant’s continued

use, and if two (2) years or more of the Term hereof then remains unexpired, and if the remaining Premises can be substantially

restored within sixty (60) calendar days, then this Lease shall not be terminated. Landlord will, at its expense, restore the

Premises. The rent payable by the Tenant during the period of restoration shall be reduced by the apportioned amount. After such

restoration, the rent herein reserved shall be paid by Tenant as herein provided during the remainder of the Term hereof abated

by the percentage that the fair market value of the Premises, attributable solely to the land and improvements, has been reduced

because of such taking. Said market value immediately before and after such taking shall be determined by agreement of the parties

or, failing agreement of the parties, within thirty (30) calendar days of the effective date of such taking, by a local independent

fee appraiser selected by mutual agreement of Landlord and Tenant, which appraiser’s decision will be final and binding

on the parties. The cost of such appraiser shall be borne equally by Landlord and Tenant.




 











    14



     



    



 




Tenant

shall have the right at its sole cost and expense to assert a separate claim or join in Landlord’s claim in any condemnation

proceeding for its personal property, its improvements, loss of value in its leasehold estate, moving expenses, or any other claims

it may have.




 




Any

dispute which arises under this Article regarding the usability of the Premises after a taking and reasonable rent shall be settled

by arbitration pursuant and to the provisions of Article 28.




 




Article

22.SECURITY DEPOSIT:




 




Tenant

has deposited with Landlord a Security Deposit equal to one (1) month’s rent for the full and faithful performance of each

and every item, provision, covenant and condition of this Lease. In the event Tenant defaults in respect of any of the terms,

provisions, covenants or conditions of this Lease, including, but not limited to, the payment of rent or any other sum due from

Tenant, Landlord may use, apply or retain the whole or any part of such security for the payment of any rent or other sum in default

or for any other sum which Landlord may spend or be required to spend by reason of Tenant’s default. In the event Landlord

applies any part of the Security Deposit, Tenant shall, within five (5) days of Landlord’s demand, deposit with Landlord

the amount so applied so that Landlord shall have the full deposit on hand at all time during the Term. Should Tenant faithfully

and fully comply with all of the terms, provisions, covenants and conditions of this Lease, the Security Deposit or any balance

thereof shall be returned to Tenant or, at the option of Landlord, to the last assignee of Tenant’s interest in this Lease

at the expiration of the Term. Tenant shall not be entitled to any interest on the Security Deposit (notwithstanding that interest

may accrue on the account into which Landlord deposits the Security Deposit). In the event of a sale of the Building, Landlord

shall have the right to transfer the Security Deposit to the purchaser of the Building or to Tenant, and Landlord shall thereupon

be released by Tenant from all liability for the return of the Security Deposit; and Tenant agrees to look solely to the new owner

of the Building for the return of the Security Deposit; and it is agreed that the provisions hereof shall apply to every transfer

or assignment made of the Security Deposit to a new owner of the Building. Tenant further covenants that it will not assign or

encumber or attempt to assign or encumber the monies deposited herein as security and that neither Landlord nor its successors

or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance.




 

















    15



     



    



 




Article 23.financial statement:




 




Tenant shall supply Landlord updated annual

financial statements of Tenant as reasonably requested by Landlord.




 




Article 24.DEFAULT:




 




The following events shall be deemed to be

events of default by Tenant under this Lease:




 




a)       Tenant

shall fail to pay any installment of the rent or other charges hereby reserved and such failure shall continue for a period of

ten (10) calendar days after due written notice to Tenant. Notwithstanding the above, if Tenant shall fail to pay any installment

of rent or other charges by the dates set forth in this Lease more than twice in any calendar year, an event of default shall be

deemed to have occurred without written notice from Landlord.




 




b)       Tenant

shall fail to comply with any term, provision, or covenant of this Lease, other than the payment of rent, and shall not cure such

failure within thirty (30) calendar days after due written notice thereof to Tenant, or, if such failure shall be of such a nature

that the same cannot be completely cured within the said thirty (30) calendar days, if Tenant shall not have commenced to cure

such failure within such thirty (30) day period and shall not thereafter with reasonable diligence and good faith proceed to cure

such failure.




 




c)       Tenant

shall file a petition under any section or chapter of the National Bankruptcy Act, as amended, or under any similar law or statute

of the United States or any state thereof, or an involuntary petition in bankruptcy shall be filed against Tenant thereunder.




 




d)       A

receiver or trustee shall be appointed for all or substantially all of the assets of Tenant.




 




e)       Tenant

shall abandon or vacate the Premises during the Term of this Lease.




 




f)       Tenant

shall fail to occupy the leased Premises for fifteen (15) consecutive business days without prior written notice to Landlord of

such vacancy.




 




Upon the occurrence of any of such events

of default, Landlord shall have the right, at Landlord's election, to pursue, in addition to and cumulative of any other rights

Landlord may have at law or in equity, any one or more of the following remedies without any notice or demand whatsoever:




 




a)       Terminate

this Lease, in which event Tenant shall immediately surrender the Premises to Landlord, and if Tenant fails so to do, Landlord

may, without prejudice to any other remedy which it may have for possession or arrearage in rent, enter upon and take possession

of the Premises and expel or remove Tenant and any other person who may be occupying said Premises or any part thereof, without

being liable for prosecution or any claim of damages therefor; and Tenant agrees to pay to Landlord on demand the amount of all

loss and damage which Landlord may suffer by reason of such termination.




 











    16



     



    



 




b)       Enter

upon and take possession of the Premises and expel or remove Tenant and any other person who may be occupying the Premises or any

part thereof without being liable for prosecution or any claim for damages therefor, and relet the Premises and receive the rent

thereof; crediting Tenant therefor; and Tenant agrees to pay to Landlord on demand any deficiency that may arise by reason of such

reletting.




 




c)       Enter

upon the Premises without being liable for prosecution of any claim for damages therefor, and to do whatever Tenant is obligated

to do under the Terms of this Lease, and Tenant agrees to reimburse Landlord on demand for any expense which Landlord may incur

in thus effecting compliance with Tenant's obligations under the Lease, and Tenant further agrees that Landlord shall not be liable

for any damages resulting to Tenant from such action, whether caused by the negligence of Landlord or otherwise.




 




d)       Require

all rental payments by "subtenants", including within that term the third parties occupying various portions of the Premises

under the terms of Lease agreements with Tenant, as primary lessor or as sublessor, which would otherwise be paid to Tenant to

be paid directly to Landlord and apply such rentals so paid to or collected by Landlord against any rents or other charges due

to Landlord by Tenant hereunder. No direct collection by Landlord from such "subtenants" shall release Tenant from the

further performance of Tenant's obligations hereunder.




 




e)       Declare

all unpaid rental payments for the Term or renewal term of this Lease to be due and payable immediately and proceed to collect

the same.




 




f)       If

Tenant shall default in the payment of the rent herein reserved or in the payment of any other sums due hereunder by Tenant, Tenant

hereby authorizes and empowers any Prothonotary or attorney of any court of record to appear for Tenant in any and all actions

which may be brought for said rent and/or said other sums and/or to sign for Tenant an agreement for entering in any competent

court an amicable action or actions for the recovery of said rental and/or other sums; and, in said suits or in said amicable action

or actions, to confess judgment against Tenant for all or any part of said rental and/or said rental and/or said other sums, and

for interest and costs, together with any attorney’s commission for collection of ten percent (10%). Such authority shall

not be exhausted by one exercise thereof, but judgment may be confessed as aforesaid from time to time as often as any of said

rental and/or other sums shall fall due or be in arrears, and such powers may be exercised as well after the expiration of the

initial term of this Lease and/or during any extended or renewal term of this Lease and/or after the expiration of any extended

or renewal term of this Lease.




 




g)       When

this Lease and the term or any extension or renewal thereof shall have been terminated on account of any default by Tenant

hereunder, and also when the term hereby created or any extension or renewal thereof shall have expired, it shall be lawful

for any attorney of any court of record to appear as attorney for Tenant, as well as for all persons claiming by, through or

under Tenant, and to sign an agreement for entering in any competent court an amicable action in ejectment against Tenant and

all persons claiming by, through or under Tenant and therein confess judgment for recovery by Landlord of possession of the

Premises, for which this Lease shall be its sufficient warrant; thereupon, if Landlord so desires, an appropriate writ of

possession may issue forthwith without any prior writ or proceeding whatsoever, and provided that, if for any reason after

such action shall have been commenced, it shall be determined that possession of the Premises remain in or be restored to

Tenant, Landlord shall have the right for the same default and upon any subsequent default or defaults, or upon the

termination of this Lease or Tenant’s right of possession as herein before set forth, to bring one or more further

amicable action or actions as herein before set forth to recover possession of the Premises as herein before provided.




 











    17



     



    



 




h)       In

any amicable action of ejectment and/or for rent and/or other sums brought hereon, Landlord shall first cause to be filed in such

action an affidavit made by Landlord or someone acting for Landlord, setting forth the facts necessary to authorize the entry of

judgment, of which facts such affidavit shall be prima facie evidence, and, if a true copy of this Lease (and of the truth of the

copy such affidavit shall be sufficient evidence) shall be filed in such suit, action or actions, it shall not be necessary to

file the original as a warrant of attorney, any rule of court, custom or practice to the contrary notwithstanding.




 




Pursuit of any of the foregoing remedies

shall not preclude pursuit of any of the other remedies herein provided or any other remedies provided by law or equity, nor shall

pursuit of any remedy herein provided constitute a forfeiture or waiver of any rent due to Landlord hereunder or of any damages

accruing to Landlord by reason of the violation of any of the terms, provisions and covenants herein contained. Failure by Landlord

to enforce one or more of the remedies herein provided upon an event of default shall not be deemed or construed to constitute

a waiver of such default or of any other violation or breach of any of the terms, provisions and covenants herein contained.No

right or remedy herein conferred upon or reserved to Landlord is intended to be exclusive of any other right or remedy herein or

by law provided, but each shall be cumulative and in addition to every other right or remedy given herein or now or hereafter existing

at law or in equity or by statute.




 




Article 25.SERVICE OF NOTICE:




 




Every notice, approval, consent or other

communication authorized or required by this Lease shall be in writing and sent by certified or registered mail to the other party

at the following address or at such other address as may be designated by notice in writing given from time to time and shall be

deemed given as of the date of mailing.




 

















    18



     



    








 




If notice is to be given to Landlord, it

shall be given at the following address:




 




UPPER CHESAPEAKE

FLEX ONE, LLC 




Attn: Gary A.

Stewart, Jr. 




950 Smile Way 




York, PA 17404




 




If notice is to be given to Tenant, it shall

be given at the following address:




 




CLENE

NANOMEDICINE, INC. 




3165 East Millrock Drive,

Suite 325




Salt lake City, UT 84121




 




Article 26.QUIET ENJOYMENT:




 




Landlord hereby covenants and agrees that

Tenant shall have the peaceable possession and enjoyment of the Premises throughout the Term of this Lease Agreement without any

hindrance, disturbance, or ejectment by Landlord, its successors and assigns, except as otherwise provided in this Lease Agreement

or as a result of a breach of said Lease. Landlord represents and warrants that it has full right and authority to enter into and

perform its obligation as Landlord under this Lease for the full Term hereof.




 




Article 27.SUBORDINATION

AND NON-DISTURBANCE AND ESTOPPEL CERTIFICATE:




 




This Lease and all of the rights of Tenant

hereunder, except Tenant's property or trade fixtures, shall be subject and subordinate to the lien of any mortgage or mortgages

now or hereinafter placed on the Premises or any part thereof, and any and all renewals, modifications, replacements, extensions,

or substitutions of any such mortgage or mortgages, all of which are hereinafter termed the "Mortgage" or "Mortgages".

Tenant agrees to attorn to any receiver appointed for the Property in connection with any Mortgage, to the holder of any Mortgage

(a “Mortgagee”) who acquires possession of the Property, and to any Mortgagee or other person who succeeds to the interest

of Landlord under this Lease or otherwise acquires title to the Property by foreclosure of a Mortgage or otherwise. Landlord represents,

warrants, and covenants that, so long as Tenant is not in default under this Lease Agreement, or any renewal thereof, no foreclosure

of the lien of said mortgage or any other proceeding with respect thereof shall divest, impair, modify, abrogate or otherwise adversely

affect any interest or rights whatsoever of Tenant under this Lease Agreement. Tenant, if requested by Landlord, shall execute

any instruments in recordable form as may be reasonably required by Landlord in order to confirm or effect the subordination or

priority of this Lease, as the case may be, and the attornment of Tenant to future landlords in accordance with the terms of this

Article.




 




From time to time upon the reasonable request

of Landlord, upon ten (10) business days notice, Tenant shall execute and deliver to Landlord a statement provided by Landlord

to Tenant indicating the commencement date of the Lease, the termination date of the Lease, Landlord’s compliance with the

terms of the Lease and such other items regarding the terms of the Lease that may be reasonably requested by Landlord.




 











    19



     



    



 




Article 28.JURISDICTION

FOR DISPUTES:




 




Any disputes arising out of or related to

this Agreement shall be brought before the appropriate state courts of Harford County, Maryland, and all parties hereto submit

to the jurisdiction of that Court for such purpose. Should any party hereto be required to take legal action to enforce its rights

hereunder and prevail in that legal action, then that party shall be entitled to the recovery of all costs incurred, including,

but not limited to, filing fees and reasonable attorney’s fees. ALL PARTIES HERETO WAIVE THE RIGHT TO TRIAL BY JURY.




 




Notwithstanding the above, in the event of

a dispute between the parties (excluding a dispute requiring an injunction or another action in equity), the parties hereto agree

to submit to non-binding mediation in Aberdeen, Maryland with an independent mediator, said mediation to be held within sixty (60)

days of one party delivering written notice of a dispute to all other concerned parties, and the parties agree to make a good faith

effort to resolve the dispute based on the recommendation(s) of the mediator. The parties hereby agree to agree on an acceptable

independent mediator within thirty (30) days of receiving notice of a dispute, and in the event that they cannot agree on an acceptable

independent mediator within thirty (30) days of receiving notice of a dispute, parties shall each select a person independent from

each of the respective organizations, and those two selected independent persons shall select the independent mediator.




 




Article 29.HOLD-OVER:




 




The initial three (3) months holdover following

the expiration of the lease term will be at 125% of the last month’s rental obligation, any additional holdover will be at

150% of the last month’s rental obligation. During the initial three (3) months of holdover, Tenant shall not be liable for

any damages either direct of consequential related to holdover.




 




Article 30.LANDLORD'S CONSENT:




 




Wherever and whenever the consent or approval

of Landlord is required hereunder, such consent or approval shall not be unreasonably withheld.




 




Article 31.GOVERNING LAW:




 




This Lease and the performance thereof shall

be governed, interpreted, construed, and regulated by the laws of the State of Maryland.




 











    20



     



    



 




Article 32.PARTIAL INVALIDITY:




 




If any term, covenant, condition, or provisions

of this Lease, or the application thereof, to any person or circumstances, shall at any time or to any extent be invalid or unenforceable,

the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which

it is held invalid or unenforceable, shall not be affected thereby, and each term, covenant, condition, or provisions of this Lease

shall be valid and be enforced to the fullest extent permitted by law.




 




Article 33.INTERPRETATION:




 




Wherever in this Lease the singular number

is used, the same shall include the plural, and the masculine gender shall include the feminine and neuter genders, and vice versa,

as context shall require. The section headings used herein are for reference and convenience only and shall not alter the interpretation

thereof. This Lease may be executed in several counterparts, each of which shall be an original, but all of which shall constitute

one and the same instrument.




 




Article 34.ENTIRE AGREEMENT:




 




No oral statement or prior written agreement

relating to this matter shall have any force or effect. Tenant and Landlord agree that neither is relying on any representations

or agreements of the other except for those contained in this Lease. This Lease shall not be modified or canceled except by writing

subscribed by all parties.




 




Article 35.PARTIES:




 




Except as otherwise expressly provided herein,

the covenants, conditions, and agreements contained in this Lease shall bind and inure to the benefit of Landlord and Tenant and

their respective successors and assigns.




 




Article 36.BROKER:




 




Both parties represent

and warrant that neither of them has dealt with a broker or agent in connection with this Lease, except for Colliers International

(“Colliers”) and G&E Real Estate, Inc. d/b/a Newmark Grubb Knight Frank (“NGKF”). The commission due

Colliers and NGKF shall be paid pursuant to a separate agreement. Both parties covenant and agree to save the other harmless from

any claim to a fee or commission by any brokers or agents, due or alleged to be due by reason of acts of either party.




 











    21



     



    



 










IN WITNESS WHEREOF, the parties hereto

have hereunder set their hands and seals the day and year first above written.




 









	 	 	LANDLORD:
	 	 	UPPER CHESAPEAKE FLEX ONE, LLC
	 	 	By:  Sunrise Holdings, Inc.,general partner
	 	 	of Sunrise Holdings L.P., the
	 	 	sole member
	 	 	 	 
	/s/ Mark Harrold	 	By:	/s/ Gary A. Stewart, Jr.
	Witness Signature	 	 	Title: Vice President
	 	 	 	 
	Mark Harrold	 	 	 
	Print Name	 	 	 
	 	 	 	 
	 	 	TENANT:
	 	 	 	 
	 	 	CLENE NANOMEDICINE, INC.
	 	 	 	 
	/s/ Matthew Gardner	 	By:	/s/ Rob Etherington
	Witness Signature	 	 	Title: CEO and President
	 	 	 	 
	Matthew Gardner	 	 	 
	Print Name	 	 	 
















 











    22



     



    



 




LIST OF EXHIBITS




 




Exhibit A - Commencement Letter




 




Exhibit B - Operating Expense Responsibility Table




 




Exhibit C - Emergency List




 




Exhibit D - Site Plan




 




Exhibit E - Floor Plan




 




Exhibit F - Sign Requirements




 




Exhibit G - Scope of Work




 




Exhibit H – Construction Schedule




 




Exhibit I – Clean Room




 

















    23



     



    



 




EXHIBIT “A”




 




Date:




 




		RE:	Commencement of Lease Dated ________________________between UPPER CHESAPEAKE FLEX I, LLC and Clene

                                                                 Nanomedicine, Inc.





 




Dear Tenant:




 




We are writing to welcome you to your

new 14,716 sq. ft. space at Principio Flex Center, Cecil Technology Campus, Principio Business Park, North East,

Maryland. This letter will serve to establish the exact commencement and expiration dates of your Lease.




 




SECTION I. TERM:




 




Lease

Commencement Date:November 1, 2016




 




Lease Expiration

Date:October 31, 2026




 




Rent Commencement

Date:November 1, 2016




 




CAM Commencement

Date:November 1, 2016




 




You have the Following Lease

Renewal Options:




 




Two (2) five

(5) year renewals




 




SECTION

2.RENT:




 




The Base Rent for the term of this Lease

shall be payable as follows:




 




	Period	 	Annual Base Rent	 	Monthly Base Rent
	Year 1	 	$220,740.00	 	$18,395.00
	Year 2	 	$226,184.92	 	$18,848.74
	Year 3	 	$231,924.16	 	$19,327.01
	Year 4	 	$237,663.40	 	$19,805.28
	Year 5	 	$243,696.96	 	$20,308.08
	Year 6	 	$249,730.52	 	$20,810.88
	Year 7	 	$255,911.24	 	$21,325.94
	Year 8	 	$262,386.28	 	21,865.52
	Year 9	 	$269,008.48	 	$22,417.37
	Year 10	 	$275,630.68	 	$22,969.22
















 











    24



     



    



 




Commencement Letter 




Dated ___________ 




Page -2-




  




For the first month’s rent, please

remit immediately the following based on a pro rata calculation of a 30-day month:




 




	Rent	 	$	18,395.00	 







 




	CAM	 	$	3,838.42	 







 




	TOTAL	 	$	22,233.42	 







 




Therefore, your rent and CAM payments are due the first of each

month and are as stated in the Lease. No invoices will be sent to you. Please make checks payable to:




 




PRINCIPIO FLEX

BUILDING A 




950 SMILE WAY 




YORK, PA 17404




 




SECTION 3. TENANT INFORMATION:




 




In order to facilitate a smooth transition

into the Premises, the following items must also be addressed:




 




		1.	Responsibility for trash disposal is addressed in the Exhibit “B” outline of financial responsibility.





 




		2.	Exhibit “B” indicates the division of responsibility for the cost of various operating costs with respect to the

property you are leasing from us. This Exhibit “B” is based on the terms of the Lease and will be used as a guideline

for determining whether the costs incurred are your responsibility as Tenant or our responsibility as Landlord. Where applicable,

we have indicated if the cost if paid for by Landlord is to be included in Common Area Maintenance or operating costs that are

billed to you as Tenant. If you are not in agreement with Exhibit “B”, please contact me immediately.





 




		3.	In accordance with the terms specified in the Lease agreement, please send a certificate of insurance to my attention at our

offices as soon as possible.





 




We have summarized some of the key terms

of the Lease in this letter in order to provide you with a quick reference. If there is a discrepancy between this letter and the

Lease Agreement, the Lease Agreement shall govern.




 




Again, we would like to welcome you to

your new suite. If you have any questions, please feel free to give me a call at717-771-3576.




 




Sincerely yours,




  




Ryan Woerner




 




Enclosure 




*********************************************************************




 




My signature indicates that I have read

and agree with the above commencement information.




 




 




 




Signature          Date




 

















    25



     



    



 




EXHIBIT “B”




 




The following table delineates the financial responsibility

between Landlord and Tenant for the maintenance, repairs and alterations of all grounds and buildings of the Premises1




 




	 	Landlord	Tenant
	Maintenance Items:	 	 
	  Roof and roof membrane	X	 
	  Exterior walls	X	 
	  Interior weight bearing walls	X	 
	  Structural floor system	X	 
	  Foundations	X	 
	  Paved parking areas	X	 
	  Heating, ventilation and air conditioning	X	CAM
	  Electrical system	X	CAM
	  Plumbing	X	CAM
	  Windows	X	CAM
	  Curbs and bumpers	X	CAM
	Snow and ice removal  - parking lots	X	CAM
	Snow and ice removal - sidewalks	X	CAM
	Mowing	X	CAM
	Parking lot sweeping	X	CAM
	Parking lot striping	X	CAM
	Exterior landscaping	X	CAM
	Real estate taxes	X	CAM
	Preventive Maintenance Contracts on HVAC 	X	CAM
	Resurfacing and sealing parking lots	X	 
	Property Management	X	CAM
	Obtaining property and fire insurance on Property and general liability insurance for Landlord relating to Property	X	CAM
	Exterior doors	X	CAM
	Interior doors	 	X
	Exterior lighting	X	CAM
	Cleaning of interior and exterior windows	 	X
	Replacement of light bulbs, tubes, ballasts and starters	 	X
	Pest control-common areas	X	CAM
	Maintenance of fire extinguishers	 	X
	Tenant's trash removal (from outside dumpsters)	 	X
	Janitorial service within Tenant’s space	 	X
	Clogged toilets and other plumbing fixtures within Tenant's space	 	X
	Sign maintenance—Tenant’s space	 	X
	Telephone and communication systems	 	X
	Obtaining insurance on contents of Premises	 	X



 




1 If repairs and maintenance performed by Landlord

at Landlord's expense are found to have been necessary due to the negligence of Tenant, its employees, agents or customers, Tenant

shall reimburse Landlord for the cost of such repairs or maintenance.




 




CAM indicates that tenant will be billed for it’s pro

rata share of the cost of this Operating Expense item under the terms specified in the Lease.




 

















    26



     



    



 




EXHIBIT “C”




 




 




 




OWNER:UPPER CHESAPEAKE FLEX 




 




OWNERS ADDRESS:        950

Smile Way 




York, PA 17404




 




OWNERS PHONE #:









 










 




TENANT:




 




TENANT ADDRESS:___________________________________________________




  




TENANT PHONE #:                               TENANT

FAX #:                                




 




TENANT EMAIL ADDRESS:                                




 









 





 




HOURS OF OPERATION:




 




SUN______________ WED____________SAT

____________ 




 




MON_____________ THR____________




 




TUE______________ FRI ____________




  




SECURITY PROVIDER:TELEPHONE #________________________




 




SECURITY CODE # ___________________




 









 





 




EMERGENCY RESPONDER




 




PHONE NUMBERS




 









	CONTACT PERSONS	 	 	BUSINESS	 	 	 	HOME	 	 	 	MOBILE	 	 	 	PAGE	 
	1.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 










 









 





 




PLEASE INDICATE

THE NAME AND ADDRESS THAT YOU NEED NOTICES OR ANY OTHER COMMUNICATION SENT TO (IF OTHER THAN YOUR SUITE ADDRESS AS LISTED ABOVE):




 




NAME: ___________________




 




ADDRESS: ___________________




  




PLEASE RETURN THIS FORM TO:            Ryan

Woernerat the owners address above. 




 






    27



     



    








 




EXHIBIT “D”




 




SITE PLAN




 






















    28



     



    



 




EXHIBIT “E”




 




FLOOR PLAN




 




 




 











    29



     



    











 




EXHIBIT “F”




 




SIGN REQUIREMENTS




  




		1.	Size and type of sign shall be in conformance with Principio Business P Park’s Covenants and Restrictions, as well as

any and all governmental laws and regulations.





 




		2.	Tenant shall be responsible for securing the permits necessary for sign installation.





 




		3.	Tenant shall submit drawings and sign specifications to Landlord for Landlord’s approval prior to the installation of

any signs on the exterior of the building or property. Tenant’s sign installer must obtain approval from Landlord for method

of attaching sign to the building.





 











    30



     



    



 










EXHIBIT “G”




 




SCOPE OF WORK 




 

















    31



     



    








 




EXHIBIT “H”




 




CONSTRUCTION SCHEDULE




 

















    32



     



    








 




EXHIBIT “I”




 




CLEAN ROOM




 










    33


     


    



 




FIRST AMENDMENT OF LEASE AGREEMENT




 




THIS FIRST AMENDMENT

OF LEASE AGREEMENT (“Amendment”) dated this 6th day of January, 2017, is made and entered into by and between

UPPER CHESAPEAKE FLEX ONE, LLC (hereinafter referred to as “Landlord”) and CLENE NANOMEDICINE, INC.,

hereinafter referred to as “Tenant”, upon the following terms and conditions:




 




WITNESSETH:




 




WHEREAS, Landlord

and Tenant executed and delivered a Lease Agreement dated May 9,2016 for 14,716 square feet of commercial space located at Principio

Flex Center, 500 Principio Parkway, Cecil Technology Campus, Perryville MD (hereinafter referred to as the “Lease Agreement”);

and




 




WHEREAS, Landlord

and Tenant desire to amend the Lease Agreement as set forth herein.




 




NOW, THEREFORE,

in consideration of the mutual covenants contained herein, as well as for other good and valuable consideration, the receipt and

adequacy of which is hereby acknowledged, and intending to belegally bound hereby, Landlord and Tenant hereby agree as follows:




 




1.       Article

3 “Commencement Date” shall be amended in its entirety as follows:




 




“ARTICLE 3. COMMENCEMENT

DATE:




 




The Commencement

Date of this Lease Agreement shall be January 1, 2017. Landlord shall send Tenant a commencement letter in substantially the same

form as shown on Exhibit “A” attached. Tenant shall sign such commencement letter and return it to Landlord

indicating its agreement with the terms of such commencement letter. Notwithstanding the above, if there are any discrepancies

between such commencement letter and this Lease, this Lease shall govern, except the Commencement Date shall be as set forth in

such commencement letter.”




 










    34


     


    



 




2.        Article

4A “Rent” shall be amended in its entirety as follows:















 




“ARTICLE 4A. RENT:




 




The Tenant,

in consideration of the Lease, covenants and agrees to pay to the Landlord the annual rent for the Premises as set forth

below (hereinafter referred to as the "Base Rent") payable on the first day of each and every calendar month during

the Term, in advance, in monthly installments, except that on Wednesday, December 28,2016, Tenant shall pay to Landlord the

lump sum of Four Hundred Forty-Six Thousand Nine Hundred Thirty-Four and 92/100 ($446,934.92) Dollars, which represents Year

1 and Year 2 of the Base Rent. The Tenant shall pay to Landlord on January 31,2019, the lump sum of Two Hundred Thirty-One

Thousand Nine Hundred Twenty-Four and 16/100 ($231,924.16) Dollars, which represents Year 3 of the Base Rent. Thereafter, the

Base Rent for the remainder of the Term shall be payableas follows:




 




	Period	 	Annual Base Rent	 	Monthly Base Rent
	Year 4	 	$237,663.40	 	$19,805.28
	Year 5	 	$243,696.96	 	$20,308.08
	Year 6	 	$249,730.52	 	$20,810.88
	Year 7	 	$255,911.24	 	$21,325.94
	Year 8	 	$262,386.28	 	$21,865.52
	Year 9	 	$269,008.48	 	$22,417.37
	Year 10	 	$275,630.68	 	$22,969.22





 




The annual rent is payable in advance, in the equal

monthly installments on the first day of each and every calendar month during the Term hereof, except that the rental payment for

any fractional calendar month at the commencement of the Lease Term shall be pro-rated based on the actual number of calendar days

in the month in which the Commencement Date occurs. Any pro-rated rent for such fractional month shall be reflected in the first

full calendar month of the Lease Term."




 




3.       During

Years 1,2 and 3 of the Lease Agreement, Landlord shall invoice Tenant monthly and Tenant shall pay monthly, the Estimated Operating

Expenses.




 




4.       Any

terms that are capitalized herein that are not defined herein shall have the same meaning as those defined terms in the Lease Agreement.










 










    35


     


    








 




5.       The

balance of the terms of the Lease Agreement that are not amended by this Amendment shall remain valid and bind and in full

force and effect. In the event of a conflict between the Lease Agreement and this Amendment, this Amendment shall

control.




 




IN WITNESS WHEREOF, the parties hereto have

executed this Amendment on the day and year first above written.




 



















 













 


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