Exhibit
10.17 


 





 



 


LEASE
AGREEMENT


 


by
and between


 


OK
BILTONG FACILITY, LLC

as Landlord


 


and


 


STRYVE
FOODS, LLC

as Tenant


 


Made
as of June 4, 2021


 




    	 



    	 



    

 


TABLE
OF CONTENTS





 


	 	Page
	ARTICLE
    I DEFINED TERMS	1
	 	 
	ARTICLE
    II BASIC LEASE TERMS	8
	Section
    2.01 Property	8
	Section
    2.02 Initial Term Expiration Date	8
	Section
    2.03 Extension Options	8
	Section
    2.04 Term Expiration Date (if fully extended)	8
	Section
    2.05 Initial Base Annual Rental	8
	Section
    2.06 Rental Adjustment	8
	Section
    2.07 Adjustment Date	8
	Section
    2.08 Intentionally Deleted. 	 8
	Section
    2.09 Guarantors.	8
	Section
    2.10 Tenant Tax Identification No.	8
	Section
    2.11 Landlord Tax Identification No.	8
	 	 
	ARTICLE
    HI LEASE OF PROPERTY	9
	Section
    3.01 Lease. 	9
	Section
    3.02 Quiet Enjoyment	9
	 	 
	ARTICLE
    IV LEASE TERM; EXTENSION	9
	Section
    4.01 Initial Term.	9
	Section
    4.02 Extensions	9
	Section
    4.03 Notice of Exercise. 	10
	Section
    4.04 Removal of Personalty. 	10
	Section
    4.05 Existing Personalty	10
	Section
    4.06 No Termination	10
	 	 
	ARTICLE
    V RENTAL AND OTHER MONETARY OBLIGATIONS	10
	Section
    5.01 Base Monthly Rental.	10
	Section
    5.02 Adjustments.	10
	Section
    5.03 Monetary Obligations. 	10
	Section
    5.04 Rentals To Be Net to Landlord	11
	Section
    5.05 ACH Authorization. 	11
	Section
    5.06 Late Charges; Default Interest	11
	Section
    5.07 Holdover.	11
	Section
    5.08 Guaranty. 	11
	 	 
	ARTICLE
    VI REPRESENTATIONS AND WARRANTIES OF TENANT	12
	Section
    6.01 Organization, Authority and Status of Tenant	12


 




    	 



    	 



    

 


	Section
    6.02 Enforceability	12
	Section
    6.03 Property Condition	12
	Section
    6.04 Litigation.	12
	Section
    6.05 Absence of Breaches or Defaults	12
	Section
    6.06 Licenses and Permits.	12
	Section
    6.07 Financial Condition; Information Provided to Landlord	12
	Section
    6.08 Compliance With OFAC Laws	13
	Section
    6.09 Solvency.	13
	Section
    6.10 Ownership.	13
	Section
    6.11 [Intentionally Omitted] 	13
	Section
    6.12 Disclaimer of Warranties	13
	 	 
	ARTICLE
    VII TAXES AND ASSESSMENTS; UTILITIES; INSURANCE	14
	Section
    7.01 Taxes.	14
	Section
    7.02 Utilities	16
	Section
    7.03 Insurance.	16
	Section
    7.04 Insurance Impound.	20
	 	 
	ARTICLE
    VIII MAINTENANCE; ALTERATIONS	20
	Section
    8.01 Condition of Property; Maintenance	20
	Section
    8.02 Alterations and Improvements	21
	Section
    8.03 Encumbrances	21
	 	 
	ARTICLE
    IX USE OF THE PROPERTY; COMPLIANCE	21
	Section
    9.01 Use	21
	Section
    9.02 Alternative Use	22
	Section
    9.03 Compliance	22
	Section
    9.04 Environmental. 	23
	 	 
	ARTICLE
    X ADDITIONAL COVENANTS	27
	Section
    10.01 Performance at Tenant’s Expense.	27
	Section
    10.02 Inspection.	27
	Section
    10.03 Financial Information.	28
	Section
    10.04 OFAC Laws	28
	Section
    10.05 Estoppel Certificate.	28
	 	 
	ARTICLE
    XI RELEASE AND INDEMNIFICATION	29
	Section
    11.01 Release and Indemnification. 	29
	Section
    11.02 Non-Recourse to Landlord.	30
	 	 
	ARTICLE
    XII CONDEMNATION AND CASUALTY	30
	Section
    12.01 Notification	30
	Section
    12.02 Partial Condemnation or Casualty.	31


 




    	ii



    	 



    

 


	Section
    12.03 Total Condemnation	32
	Section
    12.04 Temporary Taking.	32
	Section
    12.05 Adjustment of Losses. 	32
	Section
    12.06 Tenant Obligation in Event of Casualty	33
	Section
    12.07 Tenant Awards and Payments.	33
	 	 
	ARTICLE
    XIII DEFAULT, CONDITIONAL LIMITATIONS, REMEDIES AND MEASURE	 
	OF
    DAMAGES	33
	Section
    13.01 Event of Default.	33
	Section
    13.02 Remedies	34
	Section
    13.03 Cumulative Remedies	36
	Section
    13.04 Tenant Waiver.	36
	 	 
	ARTICLE
    XIV MORTGAGE, SUBORDINATION AND ATTORNMENT	37
	Section
    14.01 No Liens	37
	Section
    14.02 Subordination. 	37
	Section
    14.03 Election To Declare Lease Superior. 	38
	Section
    14.04 Attornment	38
	Section
    14.05 Execution of Additional Documents.	38
	Section
    14.06 Notice to Lender. 	38
	 	 
	ARTICLE
    XV ASSIGNMENT	38
	Section
    15.01 Assignment by Landlord	38
	Section
    15.02 No Assignment by Tenant	39
	Section
    15.03 No Sale of Assets.	40
	Section
    15.04 No Subletting	40
	 	 
	ARTICLE
    XVI NOTICES	40
	Section
    16.01 Notices	40
	 	 
	ARTICLE
    XVII LANDLORD’S LIEN / SECURITY INTEREST	42
	Section
    17.01 Landlord’s Lien and Security Interest.	42
	 	 
	ARTICLE
    XVIII MISCELLANEOUS	42
	Section
    18.01 Force Majeure	42
	Section
    18.02 No Merger.	42
	Section
    18.03 Interpretation	43
	Section
    18.04 Characterization.	43
	Section
    18.05 Disclosure.	44
	Section
    18.06 Bankruptcy	44
	Section
    18.07 Attorneys’ Fees.	45
	Section
    18.08 Memorandum of Lease.	45
	Section
    18.09 No Brokerage.	45



 



    	iii



    	 



    


 


	Section
    18.10 Waiver of Jury Trial and Certain Damages.	46
	Section
    18.11 Securitizations	46
	Section
    18.12 Tenant’s One-Time Purchase Option	47
	Section
    18.13 Time Is of the Essence.	48
	Section
    18.14 Waiver and Amendment	48
	Section
    18.15 Successors Bound	49
	Section
    18.16 Captions	49
	Section
    18.17 Other Documents	49
	Section
    18.18 Entire Agreement.	49
	Section
    18.19 Choice of Law.	49
	Section
    18.20 Counterparts.	49
	Section
    18.21 REIT Protections	49


 




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LEASE
AGREEMENT


 


THIS
LEASE AGREEMENT (this “Lease”) is made as of June 4, 2021 (the “Effective Date”), by and
between OK BILTONG FACILITY, LLC, a Texas limited liability company (“Landlord”), whose address is 1 Abbey Woods Lane,
Dallas, TX 75248 and STRYVE FOODS, LLC, a Texas limited liability company (“Tenant”), whose address is 5801 Tennyson Pkwy
Suite 275, Plano, TX 75204. Capitalized terms not defined herein shall have the meanings set forth in Article I below.


 


In
consideration of the mutual covenants and agreements herein contained, Landlord and Tenant hereby covenant and agree as follows:


 


ARTICLE
I


 


DEFINED
TERMS


 


The
following terms shall have the following meanings for all purposes of this Lease:


 


“Adjustment
Date” means that date set forth in Section 2.07.


 


“Affiliate”
means (i) any Person which directly or indirectly controls, is under common control with or is controlled by any other Person, or
(ii) any ownership (direct or indirect) by one Person of fifty percent (50%) or more of the ownership interests of another Person. For
purposes of this definition, “controls,” “under common control with,” and “controlled by” means the
possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether
through the ownership of voting securities or otherwise.


 


“Anti-Money
Laundering Laws” means all applicable laws, regulations and government guidance on the prevention and detection of money laundering,
including, without limitation, (a) 18 U.S.C. §§ 1956 and 1957; and (b) the Bank Secrecy Act, 31 U.S.C. §§ 5311, et
seq., and its implementing regulations, Title 31 Part 103 of the U.S. Code of Federal Regulations.


 


“Assumption
Agreement” has the meaning set forth in Section 15.02.


 


“Bankruptcy
Code” means the United States Bankruptcy Code, Title 11 of the United States Code, 11 U.S.C. § 101, et seq., as amended.


 


“Base
Annual Rental” means the Initial Base Annual Rental set forth in Section 2.05 as adjusted as set forth in Sections 2.06, 2.07
and 5.02.


 


“Base
Monthly Rental” means, for any month, an amount equal to one-twelfth (1/12) of the applicable Base Annual Rental for the period
in which such month falls.


 


“Business
Day” means a day which is not a Saturday, Sunday, or an official holiday observed by the Federal Reserve Bank of Dallas.


 


“Casualty”
means any loss of or damage to any property included within or related to the Property or arising from an adjoining property caused
by an Act of God, fire, flood or other catastrophe.


 


“Code”
means the Internal Revenue Code of 1986, as the same may be amended from time to time.


 




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“Condemnation”
means a Taking and/or a Requisition.


 


“Costs”
means all reasonable costs and expenses incurred by a Person, including, without limitation, reasonable attorneys’ fees and
expenses, court costs, expert witness fees, costs of tests and analyses, travel and accommodation expenses, deposition and trial transcripts,
copies and other similar costs and fees, brokerage fees, escrow fees, title insurance premiums, appraisal fees, stamp taxes, recording
fees and transfer taxes or fees, as the circumstances require.


 


“Default
Rate” means twelve percent (12%) per annum or the highest rate permitted by law, whichever is less.


 


“EBITDA”
shall mean, for any period and with respect to the entity in question (and with respect to any other entities listed on such entity’s
consolidated financial statements), an amount of money equal to the sum of (a) net income (or net loss) of such entity for the applicable
period, plus (b) the following to the extent deducted in calculating such net income (or net loss): (i) interest expense, (ii) income
tax expense, (iii) depreciation expense, (iv) amortization expense and (v) extraordinary and non-recurring losses, minus (c) the following
to the extent added in calculating such net income (or net loss): (i) any net after-tax income from the early extinguishment of indebtedness
or hedging obligations and (ii) extraordinary and nonrecurring gains. EBITDA and all accounting terms used in this definition of EBITDA
shall be calculated on the accrual basis in accordance with GAAP, consistently applied in accordance with the past practice of the entity
in question.


 


“Effective
Date” has the meaning set forth in the introductory paragraph of this Lease.


 


“Environmental
Laws” means applicable federal, state and local laws, ordinances, common law requirements and regulations and standards, rules,
policies and other governmental requirements, administrative rulings and court judgments and decrees having the effect of law in effect
now or in the future and including all amendments, that relate to Hazardous Materials, Regulated Substances, USTs, and/or the protection
of human health or the environment, or relating to liability for or Costs of Remediation or prevention of Releases. “Environmental
Laws” includes, but is not limited to, the following statutes, as amended, any successor thereto, and any regulations, rulings,
orders or decrees promulgated pursuant thereto, and any state or local statutes, ordinances, rules, regulations, orders, injunctions
and decrees of Governmental Authorities: (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C.
§9601, et seq.; (ii) the Hazardous Materials Transportation Act, 49 U.S.C. §5101, et sec .; (iii) the Resource Conservation
and Recovery Act (including, but not limited to, Subtitle I relating to USTs), 42 U.S.C. §6901, et q.; (iv) the Toxic Substances
Control Act, 15 U.S.C. § 2601, et seq.; (v) the Emergency Planning and Community Right-to-Know Act, 42 U.S.C. § 11001, et seq.;
(vi) the Clean Drinking Water Act, 33 U.S.C. § 1251 et seq.; (vii) the Clean Air Act, 42 U.S.C. § 7401, et seq.;
(viii) the Safe Drinking Water Act, 42 U.S.C. § 300f et m.; (ix) the Occupational Safety and Health Act, 29 U.S.C. § 651,
et seq.; (x) the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136, et seq.; (xi) the Endangered Species
Act, 16 U.S.C. § 1531, et seq.; and (xii) the National Environmental Policy Act, 42 U.S.C. § 4321, et seq.


 


“Environmental
Liens” has the meaning set forth in Section 9.04(a)(ii).


 


“Event
of Default” has the meaning set forth in Section 13.01.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Existing
Personalty” has the meaning set forth in Section 4.04.


 




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“Expiration
Date” means the Initial Term Expiration Date and, if the Initial Term is extended in accordance with this Lease, the last day
of any applicable Extension Term.


 


“Extension
Option” has the meaning set forth in Section 4.02.





“Extension
Term” has the meaning set forth in Section 4.02.





“Force
Majeure Event” has the meaning set forth in Section 18.01.


 


“GAAP”
means generally accepted accounting principles in the United States of America, consistently applied from period to period.


 


“Governmental
Authority” means any governmental authority, agency, department, commission, bureau, board, instrumentality, court or quasi-governmental
authority of the United States, any state or any political subdivision thereof with authority to adopt, modify, amend, interpret, give
effect to or enforce any federal, state and local laws, statutes, ordinances, rules or regulations, including common law, or to issue
court orders.


 


“Guarantor”
means the Person identified as the Guarantor in Section 2.09, who has executed and delivered to Landlord the Guaranty, and/or any
additional or replacement guarantor(s) approved by Landlord in its sole and absolute discretion.


 


“Guaranty”
means that certain Unconditional Guaranty of Payment and Performance dated as of the date hereof given by Guarantor for the benefit
of Landlord, as the same may be amended from time to time.


 


“Hazardous
Materials” includes: (a) oil, petroleum products (including any and all constituents and additives), flammable substances,
explosives, radioactive materials, hazardous wastes or substances, toxic wastes or substances or any other materials, contaminants or
pollutants which pose a hazard to the Property or to Persons on or about the Property, cause the Property to be in violation of any local,
state or federal law or regulation, (including without limitation, any Environmental Law), or are defined as or included in the definition
of “hazardous substances”, “hazardous wastes”, “hazardous materials”, “toxic substances”,
“contaminants”, “pollutants”, “regulated substances” or words of similar import under any applicable
local, state or federal law or under the regulations adopted, orders issued, or publications promulgated pursuant thereto, including,
but not limited to, any Environmental Laws; (b) asbestos in any foul]; which is or could become friable, urea formaldehyde foam insulation,
transformers or other equipment which contain dielectric fluid containing levels of polychlorinated biphenyls in excess of fifty (50)
parts per million contained in transformers or other equipment; (c) any mold, mildew, fungus or other potentially dangerous organisms;
and (d) any other chemical, material or substance, exposure to which is prohibited, limited or regulated by any Governmental Authority
or which may or could pose a hazard to the health and safety of the occupants of the Property or the owners and/or occupants of any property
adjoining the Property.


 


“Indemnified
Parties” means Landlord, and Lender, and their respective members, managers, officers, directors, shareholders, partners, employees,
agents, servants, representatives, contractors, subcontractors, affiliates, subsidiaries, participants, successors and assigns, including,
but not limited to, any successors by merger, consolidation or acquisition of all or a substantial portion of the assets and business
of Landlord or Lender, as applicable.


 


“Initial
Term” has the meaning set forth in Section 4.01.


 




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“Initial
Term Expiration Date” has the meaning set forth in Section 2.02.


 


“Insolvency
Event” means (a) a Person becoming insolvent within the meaning of the Bankruptcy Code; or not generally paying its debts as
the same become due; (b) any proceeding being instituted by or against any Person (i) seeking to adjudicate it bankrupt or insolvent;
(ii) seeking liquidation, dissolution, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it
or its debts under the Bankruptcy Code or any other law relating to bankruptcy, insolvency, or reorganization or relief of debtors; or
(iii) seeking the entry of an order for relief or the appointment of a receiver, trustee, or other similar official for it or for any
substantial part of its property, and in the case of any such proceeding instituted against any Person, either such proceeding shall
remain undismissed for a period of one hundred twenty (120) days or any of the actions sought in such proceeding shall occur; or (c)
any Person taking any corporate action to authorize any of the actions set forth above in this definition.


 


“Landlord
Entity” or “Landlord Entities” means individually or collectively, as the context may require, Landlord
and all Affiliates of Landlord.


 


“Law(s)”
means any constitution, statute, rule of law, code, ordinance, order, judgment, decree, injunction, rule, regulation, policy, requirement
or administrative or judicial determination, even if unforeseen or extraordinary, of every duly constituted Governmental Authority, court
or agency, now or hereafter enacted or in effect.


 


“Lease
Term” shall have the meaning described in Section 4.01.


 


“Legal
Requirements” means the requirements of all present and future Laws (including, without limitation, Environmental Laws and
Laws relating to accessibility to, usability by, and discrimination against, disabled individuals), all judicial and administrative interpretations
thereof, including any judicial order, consent, decree or judgment, and all easements, liens, covenants, restrictions and conditions
now or hereafter of record which may be applicable to Tenant or to the Property, or to the use, manner of use, occupancy, possession,
operation, maintenance, alteration, repair or restoration of the Property, even if compliance therewith necessitates structural changes
or improvements or results in interference with the use or enjoyment of the Property.


 


“Lender”
means any lender in connection with any loan or extension of credit, now or hereafter existing, secured by all or any part of Landlord’s
interest in the Property, and any servicer, collateral agent and/or trustee with respect to any such loan or extension of credit.


 


“Loan
Documents” means, collectively, any loan agreement executed by and between Lender and Landlord, all promissory notes, mortgages,
deeds of trust, deeds to secure debt, and all other documents, instruments and agreements executed in connection therewith or contemplated
thereby, all as amended, modified and supplemented and any and all replacements or substitutions thereof


 


“Losses”
means any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations,
debts, damages, losses, Costs, diminutions in value, fines, penalties, interest, charges, fees, judgments, awards, amounts paid in settlement
and damages of whatever kind or nature, inclusive of bodily injury and property damage to third parties (including, without limitation,
attorneys’ fees and other Costs of defense).


 


“Material
Adverse Effect” means a material adverse effect on (a) the Property, including, without limitation, the operation of the Property
as a Permitted Facility and/or the value or worth of the Property; (b) the contemplated business, condition, worth or operations of any
Tenant Entity; (c) Tenant’s ability to perform its obligations under this Lease; (d) Landlord’s interests in the Property,
this Lease or the other Transaction Documents; or (e) any Guarantor’s ability to perform its obligations under the Guaranty.


 




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“Monetary
Obligations” has the meaning set forth in Section 5.03.


 


“Mortgages”
means, collectively, the mortgages, deeds of trust or deeds to secure debt, assignments of rents and leases, security agreements
and fixture filings, now or hereafter in existence, executed by Landlord for the benefit of Lender with respect to the Property, as such
instruments may be amended, modified, restated or supplemented from time to time and any and all replacements or substitutions thereof


 


“Net
Award” means (a) the entire award payable by reason of a Condemnation whether pursuant to a judgment or by agreement or otherwise;
or (b) the entire proceeds of any insurance required under Section 7.03 payable, as the case may be, and in either case, less any Costs
incurred by Landlord in collecting such award or proceeds.


 


“OFAC
Laws” means Executive Order 13224 issued by the President of the United States, and all regulations promulgated thereunder,
including, without limitation, the Terrorism Sanctions Regulations (Title 31 Part 595 of the U.S. Code of Federal Regulations), the Terrorism
List Governments Sanctions Regulations (Title 31 Part 596 of the U.S. Code of Federal Regulations), the Foreign Terrorist Organizations
Sanctions Regulations (Title 31 Part 597 of the U.S. Code of Federal Regulations), and the Cuban Assets Control Regulations (Title 31
Part 515 of the U.S. Code of Federal Regulations), and all other present and future federal, state and local laws, ordinances, regulations,
policies, lists (including, without limitation, the Specially Designated Nationals and Blocked Persons List) and any other requirements
of any Governmental Authority (including, without limitation, the U.S. Department of the Treasury Office of Foreign Assets Control) addressing,
relating to, or attempting to eliminate, terrorist acts and acts of war, each as supplemented, amended or modified from time to time
after the Effective Date, and the present and future rules, regulations and guidance documents promulgated under any of the foregoing,
or under similar laws, ordinances, regulations, policies or requirements of other states or localities.


 


“Other
Agreements” means, collectively, all agreements and instruments now or hereafter entered into between, among or by (a) any
of the Tenant Entities; and, or for the benefit of; (b) any of the Landlord Entities, including, without limitation, leases, promissory
notes and guaranties, but excluding this Lease and all other Transaction Documents.


 


“Partial
Condemnation” means a Condemnation which is not a Total Condemnation.


 


“Permitted
Amounts” shall mean, with respect to any given level of Hazardous Materials or Regulated Substances, that level or quantity
of Hazardous Materials or Regulated Substances in any form or combination which does not constitute a violation of any Environmental
Laws and is customarily employed in, or associated with, similar businesses as the Permitted Facility located in the state where the
Property is located.


 


“Permitted
Facility” means a light manufacturing, processing plant and distribution, and all related purposes, such as ingress, egress
and parking, and uses incidental thereto.


 


“Permitted
Transferee” has the meaning set forth in Section 15.02.


 


“Person”
means any individual, partnership, corporation, limited liability company, trust, unincorporated organization, Governmental Authority
or any other form of entity.


 


“Personalty”
has the meaning set forth in Section 17.01.


 




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“Price
Index” means the Consumer Price Index which is designated for the applicable month of determination as the United States City
Average for All Urban Consumers, All Items, Not Seasonally Adjusted, with a base period equaling 100 in 19824984, as published by the
United States Department of Labor’s Bureau of Labor Statistics or any successor agency. In the event that the Price Index ceases
to be published, its successor index measuring cost of living as published by the same Governmental Authority which published the Price
Index shall be substituted and any necessary reasonable adjustments shall be made by Landlord and Tenant in order to carry out the intent
of Section 2.06. In the event there is no successor index measuring cost of living, Lessor shall reasonably select an alternative price
index measuring cost of living that will constitute a reasonable substitute for the Price Index.


 


“Property”
means that parcel of real estate legally described on Exhibit A attached hereto, all rights, privileges, and appurtenances
associated therewith, and all buildings, fixtures and other improvements now or hereafter located on such real estate (whether or not
affixed to such real estate), but shall exclude the Existing Personalty.


 


“Purchase
and Sale Agreement” means that certain Purchase and Sale Agreement dated as of May 26, 2021, between Landlord and Seller with
respect to the Property.


 


“Real
Estate Taxes” has the meaning set forth in Section 7.01(a).


 


“Regulated
Substances” means “petroleum” and “petroleum-based substances” or any similar terms described or defined
in any of the Environmental Laws and any applicable federal, state, county or local laws applicable to or regulating USTs.


 


“REIT”
means a real estate investment trust as defined under Section 856 of the Code.


 


“Release”
means any presence, release, deposit, discharge, emission, leaking, spilling, seeping, migrating, injecting, pumping, pouring, emptying,
escaping, dumping, disposing or other movement of Hazardous Materials, Regulated Substances or USTs from the Property, or on or onto
the Property (even if the source thereof is an adjoining property).


 


“Remediation”
means any response, remedial, removal, or corrective action, any activity to cleanup, detoxify, decontaminate, contain or otherwise
remediate any Hazardous Materials, Regulated Substances or USTs, any actions to prevent, cure or mitigate any Release, any action to
comply with any Environmental Laws or with any permits issued pursuant thereto or order of any Governmental Authority, any inspection,
investigation, study, monitoring, assessment, audit, sampling and testing, laboratory or other analysis, or any evaluation relating to
any Hazardous Materials, Regulated Substances or USTs.


 


“Rental”
means, as the context requires, the Base Annual Rental and/or the Base Monthly Rental. 


 


“Rental
Adjustment” has the meaning set forth in Section 2.06.


 


“Requisition”
means any temporary requisition or confiscation of the use or occupancy of the Property by any Governmental Authority, civil or military,
whether pursuant to an agreement with such Governmental Authority in settlement of or under threat of any such requisition or confiscation,
or otherwise.


 


“Securities
Act” means of the Securities Act of 1933, as amended.


 




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“Securitization”
means one or more (i) sales, dispositions, transfers or assignments by Lender or any Affiliate of Lender to a special purpose corporation,
trust or other entity identified by Lender or any Affiliate of Lender of notes evidencing obligations
to repay secured or unsecured loans owned by Lender or any Affiliate of Lender (and, to the extent applicable, the subsequent sale, transfer
or assignment of such notes to another special purpose corporation, trust or other entity identified by Lender or any Affiliate of Lender),
and the issuance of bonds, certificates, notes or other instruments evidencing interests in pools of such loans, whether in connection
with a permanent asset securitization or a sale of loans in anticipation of a permanent asset securitization, (ii) grants by Lender or
any Affiliate of Lender to a third party of a participating interest in notes evidencing obligations to repay secured or unsecured loans
owned by Lender or any Affiliate of Lender or any or all servicing rights with respect thereto, or (iii) sales, transfers or assignments
by Lender or any Affiliate of Lender to a third party of notes evidencing obligations to repay secured or unsecured loans owned by Lender
or any Affiliate of Lender or any or all servicing rights with respect thereto. Each Securitization shall be undertaken in accordance
with all requirements which may be imposed by the investors or the rating agencies involved in each such sale, disposition, transfer
or assignment or which may be imposed by applicable securities, tax or other laws or regulations.


 


“Seller”
means the seller of the Property, as identified in the Purchase and Sale Agreement.


 


“SNDA”
means subordination, nondisturbance and attornment agreement.


 


“Successor
Landlord” has the meaning set forth in Section 14.04.


 


“Taking”
means (a) any taking or damaging of all or a portion of the Property (i) in or by condemnation or other eminent domain proceedings
pursuant to any Law, general or special; (ii) by reason of any agreement with any condemnor in settlement of or under threat of any such
condemnation or other eminent domain proceeding; or (iii) by any other means; or (b) any de facto condemnation. The Taking shall be considered
to have taken place as of the later of the date actual physical possession is taken by the condemnor, or the date on which the right
to compensation and damages accrues under the law applicable to the Property.


 


“Tax
Reserve” has the meaning set forth in Section 7.01(b).





“Temporary
Taking” has the meaning set forth in Section 12.04.


 


“Tenant
Entity” or “Tenant Entities” means individually or collectively, as the context may require, Tenant and
Guarantor, and all Affiliates thereof.


 


“Threatened
Release” means a substantial likelihood of a Release which requires action to prevent or mitigate damage to the soil, surface
waters, groundwaters, land, stream sediments, surface or subsurface strata, ambient air or any other environmental medium comprising
or surrounding the Property which may result from such Release.


 


“Total
Condemnation” means a Condemnation of all or substantially all of the Property, including a Condemnation (other than for a
temporary use) of such a substantial part of the Property resulting in the portion of the Property remaining after such Condemnation
being unsuitable for use as a Permitted Facility, as determined by Tenant in the exercise of good faith business judgment.


 


“Transaction”
has the meaning set forth in Section 15.01.


 


“Transaction
Documents” means this Lease, the Purchase and Sale Agreement, any Guaranty and all documents related thereto.


 


“Transfer”
has the meaning assigned to such term in Section 15.02 of this Agreement.


 




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“U.S.
Publicly Traded Entity” means an entity whose securities are listed on a national securities exchange or quoted on an automated
quotation system in the United States or a wholly-owned subsidiary of such an entity.


 


“USTs”
means any one or combination of tanks and associated product piping systems used in connection with storage, dispensing and general
use of Regulated Substances.


 


ARTICLE
H


 


BASIC
LEASE TERMS


 


Section
2.01 Property. The street address of the Property is 1006 E Main Street, Madill, Oklahoma, 73446. See also Exhibit A attached
hereto.


 


Section
2.02 Initial Term Expiration Date. The date that is the last day of the calendar month that is one hundred forty-four (144) calendar
months after the Effective Date.


 


Section
2.03 Extension Options. Three (3) extensions of five (5) years each, as described in Section 4.02.


 


Section
2.04 Term Expiration Date (if fully extended). The date that is the last day of the calendar month that is three hundred twenty-four
(324) calendar months after the Effective Date.


 


Section
2.05 Initial Base Monthly Rental. $59,997.62, as described in Section 5.01.


 


Section
2.06 Rental Adjustment. During the Lease Term (including any Extension Term), on the first (P`) Adjustment Date the Base Annual Rental
shall increase by an amount equal to 2.0%, and on each Adjustment Date thereafter (including during each Extension Term, but subject
to the terms of Section 2.07), the Base Annual Rental shall increase by an amount equal to the Rental Adjustment; provided, however,
that in no event shall Base Annual Rental be reduced as a result of the application of the Rental Adjustment.


 


Section
2.07 Adjustment Date. The first anniversary of the Effective Date, and every anniversary thereafter during the Lease Term (including
any Extension Term), provided, however, notwithstanding the Rental Adjustment described in Section 2.06, at the commencement date of
each Extension Term, the Base Annual Rental shall increase by 2.5% over the previous year’s Base Annual Rent, and, thereafter,
the Base Annual Rate will increase on each anniversary of the Effective Date pursuant to the Rental Adjustment described in Section 2.06.


 


Section
2.08 Intentionally Deleted.


 


Section
2.09 Guarantors. Ted Casey, Joe Oblas and Gabe Carimi, jointly and severally.


 


Section
2.10 Tenant Tax Identification No. 81-5470323


 


Section
2.11 Landlord Tax Identification No. 86-3983080.


 




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ARTICLE
DI


 


LEASE
OF PROPERTY


 


Section
3.01 Lease. In consideration of Tenant’s payment of the Rental and other Monetary Obligations and Tenant’s performance
of all other obligations hereunder, Landlord hereby leases to Tenant, and Tenant hereby takes and hires, the Property, together with
the non-exclusive right to all of Landlord’s rights, privileges, easements, rights-of-way and appurtenances in, over and upon the
adjoining and adjacent public and private land, highways, roads and streets reasonably required for ingress to and egress from the Property,
“AS IS” and “WHERE IS” without representation or warranty by Landlord, and subject to the existing state of title,
the parties in possession, any statement of facts which an accurate survey or physical inspection of the Property might reveal, and all
Legal Requirements now or hereafter in effect. Landlord represents and warrants that it is the fee simple owner of the Property. TENANT
ACKNOWLEDGES THAT (1) IT ACCEPTS THE PROPERTY IN AN “AS IS, WHERE IS” CONDITION, (2) THE BUILDINGS AND IMPROVEMENTS COMPRISING
THE SAME ARE SUITABLE FOR THE PURPOSE FOR WHICH THE PROPERTY IS LEASED AND LANDLORD HAS NOT MADE AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES,
REPRESENTATIONS, COVENANTS, AND AGREEMENTS WITH RESPECT TO THE MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE PROPERTY,
(3) THE PROPERTY IS IN GOOD AND SATISFACTORY CONDITION, (4) NO REPRESENTATIONS AS TO THE REPAIR OF THE PROPERTY, NOR PROMISES TO ALTER,
REMODEL OR IMPROVE THE PROPERTY HAVE BEEN MADE BY LANDLORD, AND (5) THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESSED, IMPLIED OR
STATUTORY, THAT EXTEND BEYOND THE DESCRIPTION OF THE PROPERTY.


 


Section
3.02 Quiet Enjoyment. So long as Tenant shall pay the Rental and other Monetary Obligations provided in this Lease, and shall keep
and perform all of the terms, covenants and conditions on its part contained herein, Tenant shall have, subject to the terms and conditions
set forth herein, the right to peacefully and quietly have, hold and occupy the Property free of any interference from Landlord or anyone
claiming by, through or under Landlord; provided, however, in no event shall Tenant be entitled to bring any action against Landlord
to enforce its rights hereunder if an Event of Default, or any event or circumstance which, with the giving of notice or the passage
of time, or both, would constitute an Event of Default, shall have occurred and be continuing.


 


ARTICLE
IV


 


LEASE
TERM; EXTENSION


 


Section
4.01 Initial Term. The initial term of this Lease (“Initial Term”) shall commence as of the Effective Date and
shall expire at midnight on the Initial Term Expiration Date, unless terminated sooner as provided in this Lease and as may be extended
as provided herein. The time period during which this Lease shall actually be in effect, including any Extension Term, is referred to
as the “Lease Term.”


 


Section
4.02 Extensions. Unless this Lease has expired or has been sooner terminated, or an Event of Default has occurred and is continuing
at the time any extension option is exercised or at the commencement of any Extension Term, and provided that all other agreements necessary
to the continued operation of Tenant’s business at the Property are extended for a period of not less than the applicable extension
periods, Tenant shall have the right and option (each, an “Extension Option”) to extend the Initial Term for the Property
for three (3) additional successive periods of five (5) years each (each, an “Extension Term”), pursuant to the terms
and conditions of this Lease then in effect.


 




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Section
4.03 Notice of Exercise. Tenant may only exercise the Extension Options by giving written notice thereof to Landlord of its election
to do so (a) no later than two hundred seventy (270) days prior to the Expiration Date (or two hundred seventy (270) days prior to the
last day of an Extension Term, if the Initial Term has previously been extended in accordance with Section 4.02), and (b) no earlier
than three hundred seventy (370) days prior to the Expiration Date (or three hundred seventy (370) days prior to the last day of an Extension
Term, if the Initial Term has previously been extended in accordance with Section 4.02). If written notice of the exercise of any Extension
Option is not received by Landlord by the applicable dates described above, then this Lease shall terminate on the last day of the Initial
Term or, if applicable, the last day of the Extension Term then in effect. Upon the request of Landlord or Tenant, the parties hereto
will, at the expense of Tenant, execute and exchange an instrument in recordable form setting forth the extension of the Lease Term in
accordance with this Section 4.03


 


Section
4.04 Removal of Personalty. Upon the expiration of the Lease Term, and if Tenant is not then in breach hereof, Tenant may remove
from the Property all personal property belonging to Tenant. Tenant shall repair any damage caused by such removal and shall leave the
Property clean and in good and working condition and repair inside and out, subject to normal wear and tear. Any property of Tenant left
on the Property on the tenth day following the expiration of the Lease Toon shall, at Landlord’s option, automatically and immediately
become the property of Landlord.


 


Section
4.05 Existing Personalty. To the extent that there is any furniture, trade fixtures, equipment or other personal property located
upon the Property as of the Effective Date (collectively, the “Existing Personalty”), such Existing Personalty is
the property of Tenant; Tenant shall maintain insurance on the Existing Personalty pursuant to and in accordance with the provisions
of Section 7.03 below.


 


Section
4.06 No Termination. Notwithstanding any present or future law to the contrary, this Lease shall not be terminated by Tenant for
any failure of Landlord to perform pursuant to the terms and conditions of this Lease or otherwise for any reason. Tenant hereby waives
the benefit of any laws granting it the right to perform Landlord’s obligations or the right to terminate this Lease or withhold
rent on account of any Landlord default.


 


ARTICLE
V


 


RENTAL
AND OTHER MONETARY OBLIGATIONS


 


Section
5.01 Base Monthly Rental. During the Lease Term, on or before the first (1”) day of each calendar month, Tenant shall pay in
advance the Base Monthly Rental then in effect for each such month. If the Effective Date is a date other than the first (1s) day of
the month, Tenant shall pay to Landlord on the Effective Date, the Base Monthly Rental prorated by multiplying the Base Monthly Rental
by a fraction, the numerator of which is the number of days remaining in the month (including the Effective Date) for which Rental is
being paid, and the denominator of which is the total number of days in such month.


 


Section
5.02 Adjustments. During the Lease Term (including any Extension Term), on the first (1’) Adjustment Date and on each Adjustment
Date thereafter, the Base Annual Rental then in effect shall increase by an amount equal to the Rental Adjustment, except as set forth
in Section 2.07 above with respect to the first (Pt) year of each Extension Tem.”.


 


Section
5.03 Monetary Obligations. In addition to Base Annual Rental and Base Monthly Rental, Tenant shall pay and discharge, all sums of
money required to be paid or reimbursed by Tenant under this Lease to Landlord, to any party on behalf of Landlord, to any third party
or to any Indemnified Party (collectively, the “Monetary Obligations”). Tenant shall pay and discharge any Monetary
Obligations when the same shall become due, provided that amounts which are billed to Landlord or any third party, but not to Tenant,
shall be paid within twenty (20) days after Landlord’s demand for payment thereof or, if later, when the same are due. In no event
shall Tenant be required to pay to Landlord any Monetary Obligation that Tenant is obligated to pay and has paid to any third party pursuant
to any provision of this Lease.


 




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Section
5.04 Rentals To Be Net to Landlord. The Base Annual Rental payable hereunder shall be absolutely net to Landlord, so that this Lease
shall yield to Landlord the Rentals specified during the Lease Term, and all Costs and obligations of every kind and nature whatsoever
relating to the Property (even if an obligation relating to the Property is, pursuant to Legal Requirements or pursuant to a recorded
agreement, the obligation of the fee owner of the Property) shall be performed and paid by Tenant, including without limitation, common
area maintenance charges, if any, related to the Property. Tenant shall perform all of its obligations under this Lease at its sole cost
and expense. All Rental and Monetary Obligations which Tenant is required to pay hereunder shall be the unconditional obligation of Tenant
and shall be payable in full when due and payable, without notice or demand, and without any setoff, abatement, deferment, deduction
or counterclaim whatsoever.


 


Section
5.05 ACH Authorization. Upon execution of this Lease, Tenant shall establish arrangements whereby payments of the Base Monthly Rental,
impound payments (if any), sales tax or real property tax (if any), and any other Monetary Obligations are transferred by Automated Clearing
House Debit initiated by Landlord from an account established by Tenant at a United States bank or other financial institution to such
account as Landlord may designate. Tenant shall continue to pay all Rental and other Monetary Obligations by Automated Clearing House
Debit unless otherwise directed by Landlord.


 


Section
5.06 Late Charges; Default Interest. Any delinquent payment of Base Monthly Rental shall, in addition to any other remedy of Landlord,
incur a late charge of five percent (5%) (which late charge is intended to compensate Landlord for the cost of handling and processing
such delinquent payment and should not be considered interest) if not paid within five (5) Business Days after the date due, and bear
interest at the Default Rate, such interest to be computed from and including the date such payment was due through and including the
date of the payment; provided, however, in no event shall Tenant be obligated to pay a sum of late charge and interest higher
than the maximum legal rate then in effect. Any payment of a Monetary Obligation that is not paid to Landlord by Tenant on or prior to
the date such payment is due to Landlord shall bear interest at a rate of interest per annum equal to the Default Rate until the date
paid.


 


Section
5.07 Holdover. Subject to Section 4.04, if Tenant remains in possession of the Property after the expiration of the Lease Term, Tenant,
at Landlord’s option and within Landlord’s sole discretion, may be deemed a tenant on a month-to-month basis and shall continue
to pay Rentals and Monetary Obligations in the amounts herein provided, except that the Base Monthly Rental shall be automatically increased
to one hundred fifty percent (150%) of the last Base Monthly Rental payable under this Lease, and Tenant shall comply with all the terms
of this Lease; provided that nothing herein nor the acceptance of Rental by Landlord shall be deemed a consent to such holding
over. Tenant shall defend, indemnify, protect and hold the Indemnified Parties harmless from and against any and all Losses resulting
from Tenant’s failure to surrender possession upon the expiration of the Lease Term, including, without limitation, any claims
made by any succeeding tenant.


 


Section
5.08 Guaranty. Tenant and Landlord acknowledge that Guarantor has executed and delivered to Landlord the Guaranty, which Guaranty
is in full force and effect in accordance with its terms as of the Effective Date. Tenant shall cause Guarantor to maintain the Guaranty
in full force and effect and in good standing as provided therein during the Lease Term, except to the extent Landlord expressly agrees
otherwise in writing.


 




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ARTICLE
VI


 


REPRESENTATIONS
AND WARRANTIES OF TENANT AND LANDLORD


 


The
representations and warranties of Tenant contained in this ARTICLE VI are being made to induce Landlord to enter into this Lease, and
Landlord has relied, and will continue to rely, upon such representations and warranties. Tenant represents and warrants to Landlord
as follows:


 


Section
6.01 Organization, Authority and Status of Tenant. Tenant has been duly organized or formed, is validly existing and in good standing
under the laws of its state of formation and is qualified to do business in any jurisdiction where such qualification is required. All
necessary action has been taken to authorize the execution, delivery and performance by Tenant of this Lease and of the other documents,
instruments and agreements provided for herein, including without limitation, the Transaction Documents. Tenant is not, and if Tenant
is a “disregarded entity,” the owner of such disregarded entity is not, a “nonresident alien,” “foreign
corporation,” “foreign partnership,” “foreign trust,” “foreign estate,” or any other “person”
that is not a “United States Person” as those terms are defined in the Code and the regulations promulgated thereunder. The
Person who has executed this Lease on behalf of Tenant is duly authorized to do so.


 


Section
6.02 Enforceability. This Lease constitutes the legal, valid and binding obligation of Tenant, enforceable against Tenant in accordance
with its terms.


 


Section
6.03 Property Condition. Tenant has physically inspected the Property and has examined title to the Property, and has found all of
the same satisfactory in all respects for all of Tenant’s purposes.


 


Section
6.04 Litigation. There are no suits, actions, proceedings or investigations pending, or to the best of its knowledge, threatened
against or involving any Tenant Entity or the Property before any arbitrator or Governmental Authority which might reasonably result
in any Material Adverse Effect.


 


Section
6.05 Absence of Breaches or Defaults. Tenant is not in default under any document, instrument or agreement to which Tenant is a party
or by which Tenant, the Property is subject or bound, which has had, or could reasonably be expected to result in, a Material Adverse
Effect. The authorization, execution, delivery and performance of this Lease and the documents, instruments and agreements provided for
herein will not result in any breach of or default under any document, instrument or agreement to which Tenant is a party or by which
the Property is subject or bound.


 


Section
6.06 Licenses and Permits. Tenant has obtained all required licenses and permits, both governmental and private, to use and operate
the Property as a Permitted Facility.


 


Section
6.07 Financial Condition; Information Provided to Landlord. The financial statements, all financial data and all other documents
and information heretofore delivered to Landlord by or with respect to the Tenant Entities and the Property in connection with this Lease
or relating to the Tenant Entities or the Property are true, correct and complete in all material respects; there have been no amendments
thereto since the date such items were prepared or delivered to Landlord; all financial statements provided were prepared in accordance
with GAAP, and fairly present as of the date thereof the financial condition of each individual or entity to which they pertain; and
no change has occurred to any such financial statements, financial data, documents and other information not disclosed in writing to
Landlord, which has had, or could reasonably be expected to result in, a Material Adverse Effect.


 




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Section
6.08 Compliance With OFAC Laws. None of the Tenant Entities, and no individual or entity owning directly or indirectly any interest
in any of the Tenant Entities, is an individual or entity whose property or interests are subject to being blocked under any of the OFAC
Laws or is otherwise in violation of any of the OFAC Laws; provided, however, that the representation contained in this sentence
shall not apply to any Person to the extent such Person’s interest is in or through a U.S. Publicly Traded Entity.


 


Section
6.09 Solvency. There is no contemplated, pending or threatened Insolvency Event or similar proceedings, whether voluntary or involuntary,
affecting Tenant or Guarantor.


 


Section
6.10 [Intentionally Deleted]


 





Section
6.11 [Intentionally Deleted]


 


Section
6.12 Disclaimer of Warranties. TENANT ACKNOWLEDGES THAT LANDLORD (WHETHER ACTING AS LANDLORD HEREUNDER OR IN ANY OTHER CAPACITY)
AND THE OTHER LANDLORD ENTITIES HAVE NOT MADE AND WILL NOT MAKE, NOR SHALL LANDLORD OR ANY OF THE LANDLORD ENTITIES BE DEEMED TO HAVE
MADE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING ANY WARRANTY OR REPRESENTATION AS TO
(i) ITS FITNESS, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE, (ii) THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, (iii)
THE EXISTENCE OF ANY DEFECT, LATENT OR PATENT, (iv) LANDLORD’S TITLE THERETO, (v) VALUE, (vi) COMPLIANCE WITH SPECIFICATIONS, (vii)
LOCATION, (viii) USE, (ix) CONDITION, (x) MERCHANTABILITY, (xi) QUALITY, (xii) DESCRIPTION, (xiii) DURABILITY, (xiv) OPERATION, INCOME,
EXPENSES, ENTITLEMENTS OR ZONING, (xv) THE EXISTENCE OF ANY HAZARDOUS MATERIALS, RELEASE OR VIOLATION OF HAZARDOUS MATERIALS LAWS, OR
(xvi) COMPLIANCE OF THE PROPERTY WITH ANY LAW OR LEGAL REQUIREMENT; AND ALL RISKS INCIDENT THERETO ARE ASSUMED BY AND TO BE BORNE BY
TENANT. TENANT ACKNOWLEDGES THAT THE PROPERTY IS OF ITS SOLE SELECTION AND TO ITS SOLE SPECIFICATIONS AND THAT THE PROPERTY HAS BEEN
INSPECTED BY TENANT AND IS SATISFACTORY TO IT IN ALL RESPECTS. IN THE EVENT OF ANY DEFECT OR DEFICIENCY IN THE PROPERTY OF ANY NATURE,
WHETHER LATENT OR PATENT, LANDLORD AND ALL OTHER LANDLORD ENTITIES SHALL NOT HAVE ANY RESPONSIBILITY OR LIABILITY WITH RESPECT THERETO
OR FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING STRICT LIABILITY IN TORT). THE PROVISIONS OF THIS SECTION 6.12 HAVE BEEN NEGOTIATED,
AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES BY LANDLORD OR ANY LANDLORD ENTITY, EXPRESS
OR IMPLIED, WITH RESPECT TO THE PROPERTY, ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT
OR ARISING OTHERWISE.


 


The
representations and warranties of Landlord contained in this ARTICLE VI are being made to induce Tenant to enter into this Lease, and
Tenant has relied, and will continue to rely, upon such representations and warranties. Landlord represents and warrants to Tenant as
follows:


 


Section
6.13 Organization, Authority and Status of Landlord. Landlord has been duly organized or formed, is validly existing and in good
standing under the laws of its state of formation and is qualified to do business in any jurisdiction where such qualification is required.
All necessary action has been taken to authorize the execution, delivery and performance by Landlord of this Lease and of the other documents,
instruments and agreements provided for herein, including without limitation, the Transaction Documents. Landlord is not, and if Landlord
is a “disregarded entity,” the owner of such disregarded entity is not, a “nonresident alien,” “foreign
corporation,” “foreign partnership,” “foreign trust,” “foreign estate,” or any other “person”
that is not a “United States Person” as those terms are defined in the Code and the regulations
promulgated thereunder. The Person who has executed this Lease on behalf of Landlord is duly authorized to do so.


 




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Section
6.14 Enforceability. This Lease constitutes the legal, valid and binding obligation of Landlord, enforceable against Landlord in accordance
with its terms.


 


Section
6.15 Litigation. There are no suits, actions, proceedings or investigations pending, or to the best of its knowledge, threatened against
or involving any Landlord Entity or the Property before any arbitrator or Governmental Authority which might reasonably result in any
Material Adverse Effect.


 


Section
6.16 Absence of Breaches or Defaults. Landlord is not in default under any document, instrument or agreement to which Landlord is a party
or by which Landlord or the Property is subject or bound, which has had, or could reasonably be expected to result in, a Material Adverse
Effect. The authorization, execution, delivery and performance of this Lease and the documents, instruments and agreements provided for
herein will not result in any breach of or default under any document, instrument or agreement to which Landlord is a party or by which
Landlord or the Property is subject or bound.


 


ARTICLE
VII


 


TAXES
AND ASSESSMENTS; UTILITIES; INSURANCE


 


Section
7.01 Taxes.


 


(a)
Payment. Subject to the provisions of this Article VII, Tenant shall pay, prior to the earlier of delinquency or the accrual of
interest on the unpaid balance (except as otherwise set forth in this Section 7,01(a)), all taxes and assessments of every type or nature
assessed against or imposed upon the Property, Tenant or Landlord during the Lease Term related to or arising out of this Lease and the
activities of the parties hereunder, including, without limitation (collectively, the “Real Estate Taxes”):


 


(i)
all taxes, or assessments upon the Property or any part thereof and upon any personal property, trade fixtures and improvements located
on the Property, whether belonging to Landlord or Tenant, or any tax or charge levied in lieu of such taxes and assessments;


 


(ii)
all taxes, charges, license fees and or similar fees
imposed by reason of the use of the Property by Tenant; and


 


(iii)
all excise, franchise, transaction, privilege, license, sales, use and other taxes upon the Rental or Monetary Obligations hereunder
(and which are not assessed against all gross income of Landlord), the leasehold estate of either party or the activities of either party
pursuant to this Lease, which such taxes shall be paid to Landlord simultaneously with any payment to Landlord of Base Monthly Rental
or Monetary Obligations, as the case may be.


 


Notwithstanding
the foregoing, Real Estate Taxes shall not be deemed to include any estate, inheritance or general income tax, sales tax, profit tax,
transfer tax or other similar taxes,


 


Upon
receipt of any bill or invoice for Real Estate Taxes by Landlord, Landlord shall promptly deliver same to Tenant for payment. Within
thirty (30) days after each tax and assessment payment is required by this Section 7.01 to be paid, Tenant shall, upon prior written
request of Landlord, provide Landlord with evidence reasonably satisfactory to Landlord that such payment was made in a timely fashion.


 




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(b)
Reserves. Notwithstanding any provision contained in this Lease, in the event that Tenant defaults in the payment of Real Estate
Taxes described in Section 7.01(a)(i) and (ii), Landlord shall have the right, upon written notice to Tenant and without waiving any
default, require Tenant to pay to Landlord on the first (P’) day of each month after such notice (or commencing on the date specified
in the notice), the amount that Landlord reasonably estimates will be necessary in order to accumulate with Landlord sufficient funds
to pay any and all Real Estate Taxes for the Property (and not any personal property taxes for Tenant’s personalty) for the earlier
of:


 


(i)
the ensuing twelve (12) months, or


 


(ii)
at least thirty (30) days prior to the date or dates any or all of the Real Estate Taxes are due (which shall not be deemed a trust fund)
(the “Tax Reserve”).


 


Landlord
shall, upon prior written request of Tenant, provide Tenant with evidence reasonably satisfactory to Tenant that payment of the Real
Estate Taxes was made in a timely fashion. In the event that the Tax Reserve does not contain sufficient funds to timely pay any Real
Estate Taxes, upon Landlord’s written notification thereof, Tenant shall, within five (5) Business Days of such notice, provide
funds to Landlord in the amount of such deficiency. Landlord shall pay or cause to be paid directly to the applicable taxing authorities
any Real Estate Taxes then due and payable for which there are funds in the Tax Reserve; provided, however, that in no event shall
Landlord be obligated to pay any Real Estate Taxes in excess of the funds held in the Tax Reserve, and Tenant shall remain liable for
any and all Real Estate Taxes, including fines, penalties, interest or additional costs imposed by any taxing authority (unless incurred
as a result of Landlord’s failure to timely pay Real Estate Taxes for which it had funds in the Tax Reserve). Tenant shall cooperate
fully with Landlord in assuring that the Real Estate Taxes are timely paid. Landlord may deposit all Tax Reserve funds in accounts insured
by any federal or state agency and may commingle such funds with other funds and accounts of Landlord. Interest or other gains from such
funds, if any, shall be the sole property of Landlord. Upon an Event of Default, in addition to any other remedies, Landlord may apply
all Tax Reserve funds against any sums due from Tenant to Landlord after applying the Tax Reserve for payment of Real Estate Taxes. To
the extent Landlord has received any Tax Reserves, then Landlord shall pay or cause to be paid, prior to delinquency, any Real Estate
Taxes up to the amount of Tax Reserves held by Landlord pursuant to this Lease, and, provided that Landlord had in its possession such
Tax Reserves, then Tenant shall not be liable for any penalty for late payment imposed by the taxing authority unless Tenant failed to
timely remit a sufficient amount of Tax Reserves therefor. Landlord shall give to Tenant an annual accounting showing all credits and
debits to and from such Tax Reserve funds received from Tenant. If total Tax Reserve payments of Tenant are more than actual Real Estate
Taxes on the Property, Landlord shall refund Tenant any excess within thirty (30) days after payment or Landlord may retain such Tax
Reserves and apply them to future Real Estate Tax obligations.


 


(c)
Right to Contest. Tenant may, at its own expense, contest or cause to be contested (in the case of any item involving more than
$10,000, after prior written notice to Landlord), by appropriate legal proceedings conducted in good faith and with due diligence, any
above described item or lien with respect thereto (which shall exclude the right to contest Real Estate Taxes described in Section 7.01(a)(iii)),
including, without limitation, the amount or validity or application, in whole or in part, of any such item, provided that


 


CO
neither the Property nor any interest therein would be in any danger of being sold, forfeited or lost by reason of such proceedings;


 




    	19



    	 



    

 


(ii)
no Event of Default has occurred and is then continuing;


 


(iii)
Tenant posts a bond or takes other steps reasonably
acceptable to Landlord that remove such lien or stay enforcement thereof;


 


(iv)
Tenant shall promptly provide Landlord with copies of all notices received or delivered by Tenant and filings made by Tenant in connection
with such proceeding; and


 


(v)
upon termination of such proceedings,
it shall be the obligation of Tenant to pay the amount of any such tax and assessment or part thereof as finally determined in such proceedings,
the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees (including attorneys’
fees and disbursements), interest, penalties or other liabilities in connection therewith.


 


Section
7.02 Utilities. Tenant shall contract, in its own name, for and pay when due all charges for the connection and use of water, gas, electricity,
telephone, garbage collection, sewer use and other utility services supplied to the Property during the Lease Term. Under no circumstances
shall Landlord be responsible for any interruption of any utility service.


 


Section
7.03 Insurance.


 


(a)
Coverage. Throughout the Lease Term, Tenant shall maintain, with respect to the Property, at Tenant’s sole expense, the
following types and amounts of insurance, in addition to such other insurance as Landlord may reasonably require from time to time:


 


(i)
Insurance against loss or damage to real property and personal property, including without limitation, the Existing Personalty, under
a special cause of loss insurance policy, which shall include coverage against all risks of direct physical loss, including but not limited
to loss by fire, lightning, wind, terrorism, and other risks normally included in the standard ISO special form (and shall also include
National Flood and Excess Flood insurance if the Property is located within a 100-year floodplain (FEMA Zones A and V) and earthquake
insurance if the Property is located within a moderate to high earthquake hazard zone as determined by an approved insurance company
set forth in Section 7.03(b)(x) below). Such policy shall also include coverage for ordinance or law covering the loss of value of the
undamaged portion of the Property, costs to demolish and the increased costs of construction if any of the improvements located on, or
the use of, the Property shall at any time constitute legal non-conforming structures or uses. Ordinance or law limits shall be in an
amount equal to the full replacement cost for the loss of value of the undamaged portion of the Property and no less than twenty-five
percent (25%) of the replacement cost for costs to demolish and the increased cost of construction, or in an amount otherwise specified
by Landlord. Such insurance shall be in amounts sufficient to prevent Landlord from becoming a co-insurer under the applicable policies,
and in any event, after application of deductible, in amounts not less than one hundred percent (100%) of the full insurable replacement
cost values and sublimits satisfactory to Landlord, as determined from time to time at Landlord’s request but not more frequently
than once in any twelve (12)-month period.


 




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(ii)
Commercial general liability insurance, including products and completed operation liability, covering Landlord and Tenant against bodily
injury liability, property damage liability and personal and advertising injury, including without limitation any liability arising out
of the ownership, maintenance, repair, condition or operation of the Property or adjoining ways, streets, parking lots or sidewalks.
If the use and occupancy of the Property will include any activity or matter which is or may be excluded from coverage under a commercial
general liability policy (e.g., the sale, service or consumption of alcoholic beverages), Tenant shall obtain such endorsements to the
commercial general liability policy or otherwise obtain insurance to insure all liability arising from such activity or matter, in such
amounts as Landlord may reasonably require. The commercial general liability policy shall contain a broad form contractual liability
endorsement under which the insurer agrees to insure Tenant’s obligations under ARTICLE XI hereof to the extent insurable, and
a “severability of interest” clause or endorsement which precludes the insurer from denying the claim of Tenant or Landlord
because of the negligence or other acts of the other, shall be in amounts of not less than Two Million Dollars ($2,000,000.00) per occurrence
for bodily injury and property damage, and Four Million Dollars ($4,000,000.00) general aggregate per location, or such higher limits
as Landlord may reasonably require from time to time, and shall be of form and substance satisfactory to Landlord. These limits may be
satisfied through commercial general liability and umbrella liability policies.


 


(iii)
Statutory workers’ compensation insurance and
Employers Liability insurance in the amount of One Million Dollars ($1,000,000) covering all persons employed by Tenant on the Property
in connection with any work done on or about the Property for which claims for death or bodily injury could be asserted against Landlord,
Tenant or the Property.


 


(iv)
Rental value insurance, equal to one hundred percent (100%) of the Base Annual Rental then in effect for a period of not less than twelve
(12) months basic period plus a six (6) month extended period of indemnity, which insurance shall be carved out of Tenant’s business
interruption coverage for a separate rental value insurance payable to Landlord, or if rental value insurance is included in Tenant’s
business interruption coverage, the insurer shall provide priority payment to any rent obligations, and such obligations shall be paid
directly to Landlord. Such insurance is to follow form of the special cause of loss coverage and is not to contain a co-insurance clause.


 


(v)
Equipment Breakdown insurance
against loss or damage from explosion of any steam or pressure boilers or similar apparatus, if any, located in or about the Property
and in an amount equal to the lesser of twenty five percent (25%) of the one hundred percent (100%) replacement cost of the Property
or Five Million Dollars ($5,000,000.00).


 


(vi)
Automobile Liability Insurance not less than One Million
Dollars ($1,000,000.00) per occurrence covering all owned and non-owned vehicles.


 


(vii)
Builder’s Risk Insurance, but only prior to the
commencement of and during the construction of any permitted rehabilitation, replacement, reconstruction, restoration, renovation or
alteration of the Property, and only to the extent that such coverage is not being maintained by Tenant’s contractor(s) pursuant
to a policy or policies reasonably acceptable to Landlord.


 




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(viii)
Professional liability insurance, and such additional and/or other insurance, and in such amounts as at the time is customarily carried
by prudent owners or tenants with respect to operations, improvements and personal property similar in character, location and use and
occupancy to the Property.


 


(b)
Insurance Provisions. All insurance policies shall:


 


(i)
provide


 


(A)
for a waiver of subrogation by the insurer as to claims against Landlord, its employees and agents;


 


(B)
that the insurer shall not deny a claim and that such insurance cannot be unreasonably cancelled, invalidated or suspended on account
of the conduct of Tenant, its officers, directors, employees or agents, or anyone acting for Tenant or any subtenant or other occupant
of the Property; and


 


(C)
that any losses otherwise payable thereunder shall be payable notwithstanding any act or omission of Landlord or Tenant which might,
absent such provision, result in a forfeiture of all or a part of such insurance payment;


 


(ii)
be primary and provide that any “other insurance” clause in the insurance policy shall exclude any policies of insurance
maintained by Landlord and the insurance policy shall not be brought into contribution with insurance maintained by Landlord;


 


(iii)
contain deductibles not to exceed Twenty Thousand Dollars ($20,000.00);


 


(iv)
contain a standard non-contributory mortgagee clause or endorsement in favor of any Lender designated by Landlord;


 


(v)
provide that the policy of insurance shall not be terminated, cancelled or amended without at least thirty (30) days’ prior written
notice to Landlord and to any Lender covered by any standard mortgagee clause or endorsement;


 


(vi)
provide that the insurer shall not have the option to restore the Property if Landlord elects to terminate this Lease in accordance with
the terms hereof;


 


(vii)
be in amounts sufficient at all times to satisfy any coinsurance requirements thereof;


 


(viii)
except for workers’ compensation insurance referred to in Section 7.03(a)(iii) above and professional liability insurance referred
to in Section 7.03(a)(viii) above, name Landlord and any Landlord Affiliate or Lender requested by Landlord, as an “additional
insured” with respect to general liability insurance, as a “named insured” with respect to real property and the Existing
Personalty, if applicable, and as a “loss payee” with respect to all real property, Existing Personalty and rental value
insurance, as appropriate and as their interests may appear;


 


(ix)
be evidenced by delivery to Landlord and any Lender designated by Landlord of an Acord Form 28 for property, rental value and boiler
& machinery coverage (or any other form requested by Landlord) and an Acord Form 25 for commercial general liability, workers’
compensation and umbrella coverage (or any other form requested by Landlord); provided that in the event that either such form is no
longer available, such evidence of insurance shall be in a form reasonably satisfactory to Landlord and any Lender designated by Landlord;
and


 




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(x)
be issued by insurance companies licensed to do business in the state where the Property is located and which are rated A:VIII or better
by Best’s Insurance Guide or are otherwise approved by Landlord.


 


(c)
Additional Obligations. It is expressly understood and agreed that


 


if
any insurance required hereunder, or any part thereof, shall expire, be withdrawn, become void by breach of any condition thereof by
Tenant, or become void or in jeopardy by reason of the failure or impairment of the capital of any insurer, Tenant shall immediately
obtain new or additional insurance reasonably satisfactory to Landlord and any Lender designated by Landlord;


 


(ii)
the minimum limits of insurance coverage set forth in this Section 7.03 shall not limit the liability of Tenant for its acts or omissions
as provided in this Lease;


 


(iii)
Tenant shall procure policies for all insurance for periods of not less than one year and shall provide to Landlord and any servicer
or Lender of Landlord certificates of insurance or, upon Landlord’s request, duplicate originals of insurance policies evidencing
that insurance satisfying the requirements of this Lease is in effect at all times;


 


(iv)
Tenant shall pay as they become due all premiums for the insurance required by this Section 7.03;


 


(v)
in the event any insurance policy required to be maintained by Tenant hereunder contains any breach of warranty provisions, Tenant shall
not cause any violations of the policy warranties, declarations or conditions in such policy; and


 


(vi)
in the event that Tenant fails to comply with any of the requirements set forth in this Section 7.03,
within ten (10) days of the giving of written notice by Landlord to Tenant,


 


(A)
Landlord shall be entitled to procure such insurance; and


 


(B)
any sums expended by Landlord in procuring such insurance
shall be a Monetary Obligation (and not Rental) and shall be repaid by Tenant, together with interest thereon at the Default Rate, from
the time of payment by Landlord until fully paid by Tenant immediately upon written demand therefor by Landlord.


 


(d)
Blanket Policies. Notwithstanding anything to the contrary in this Section 7.03, any insurance which Tenant is required to obtain
pursuant to this Section 7.03 may be carried under a “blanket” policy or policies covering other properties or liabilities
of Tenant provided that such “blanket” policy or policies otherwise comply with the provisions of this Section 7.03


 


(e)
Change in Operation. Landlord reserves the right to require additional and/or other insurance only if Tenant has a change in operation
or use of the Property.


 




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Section
7.04 Insurance Impound. Upon the occurrence of an Event of Default, and with respect to each Event of Default, in addition to any
other remedies, Landlord may require Tenant to pay to Landlord sums which will provide an impound account (which shall not be deemed
a trust fund) for paying up to the next one year of insurance premiums. Upon such requirement, Landlord will estimate and notify Tenant
of the amounts needed for such purposes, and Tenant shall pay the same to Landlord within ten (10) days of Landlord’s notice thereof.
Should additional funds be required at any time, Tenant shall pay the same to Landlord within ten (10) days after demand. Tenant shall
advise Landlord of all insurance bills which are due and shall cooperate fully with Landlord in assuring that the same are paid. Landlord
may deposit all impounded funds in accounts insured by any federal or state agency and may commingle such funds with other funds and
accounts of Landlord. Interest or other gains from such funds, if any, shall be the sole property of Landlord. Upon an Event of Default,
in addition to any other remedies, Landlord may apply all impounded funds against any sums due from Tenant to Landlord after application
of impound account funds to the insurance premiums for the next year. Landlord shall give to Tenant an annual accounting showing all
credits and debits to and from such impounded funds received from Tenant. If total impound payments of Tenant are more than actual insurance
premiums paid by Landlord for the next year on the Property, Landlord shall refund Tenant any excess within thirty (30) days after payment,
or Landlord may retain such insurance impounds to apply towards future insurance premiums.


 


ARTICLE
VIII


 


MAINTENANCE;
ALTERATIONS


 


Section
8.01 Condition of Property; Maintenance. Tenant hereby accepts the Property “AS IS” and “WHERE IS” with no
representation or warranty of Landlord as to the condition thereof. Tenant shall, at its sole cost and expense, be responsible for


 


(a)
keeping all of the building, structures and improvements erected on the Property in good order and repair, free from actual or constructive
waste, including without limitation, the roof and the HVAC and other electrical and mechanical systems, and all parking areas, driveways,
sidewalks and landscaping;


 


(b)
the repair or reconstruction of any building, structures or improvements erected on the Property damaged or destroyed by a Casualty;


 


(c)
subject to Section 8.02, making all necessary structural, non-structural, exterior and interior repairs and replacements to any building,
structures or improvements erected on the Property; and


 


(d)
paying all operating costs of the Property in the ordinary course of business. Tenant waives any right to require Landlord to maintain,
repair or rebuild all or any part of the Property or make repairs at the expense of Landlord pursuant to any Legal Requirements at any
time in effect.


 




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Section
8.02 Alterations and Improvements. During the Lease Term, Tenant shall not alter the exterior, structural, plumbing or electrical
elements of the Property in any manner without the consent of Landlord, which consent shall not be unreasonably withheld or conditioned;
provided, however, Tenant may undertake nonstructural alterations to the Property costing less than $75,000 in the aggregate per
year without Landlord’s prior written consent. If Landlord’s consent is required hereunder and Landlord consents to the making
of any such alterations, the same shall be made by Tenant at Tenant’s sole expense by a licensed contractor and according to plans
and specifications approved by Landlord and subject to such other conditions as Landlord shall reasonably require. Any work at any time
commenced by Tenant on the Property shall be prosecuted
diligently to completion, shall be of good workmanship and materials and shall comply fully with all the teens of this Lease and all
Legal Requirements. Upon completion of any alterations costing $75,000 or more, Tenant shall promptly provide Landlord with evidence
of full payment to all laborers and materialmen contributing to the alterations. Additionally, upon completion of any alterations, Tenant
shall promptly provide Landlord with


 


(a)
an architect’s certificate certifying the alterations have been completed in conformity with the plans and specifications (if the
alterations are of such a nature as would require the issuance of such a certificate from the architect);


 


(b)
a certificate of occupancy (if the alterations are of such a nature as would require the issuance of a certificate of occupancy); and


 


(c)
any other documents or information reasonably requested by Landlord. Tenant shall keep the Property free from any liens arising out of
any work performed on, or materials furnished to, the Property. Tenant shall execute and file or record, as appropriate, a “Notice
of Non-Responsibility,” or any equivalent notice permitted under applicable law in the state where the Property is located which
provides that Landlord is not responsible for the payment of any costs or expenses relating to the additions or alterations. Any addition
to or alteration of the Property shall be deemed a part of the Property and belong to Landlord, and Tenant shall execute and deliver
to Landlord such instruments as Landlord may require to evidence the ownership by Landlord of such addition or alteration.


 


Section
8.03 Encumbrances. During the Lease Tell 1, Landlord shall have the right to grant easements on, over, under and above the Property
to public utility companies without the prior consent of Tenant, provided that such easements will not materially interfere with
Tenant’s use of the Property, access, or parking rights described herein or increase any obligations or costs applicable to Tenant
by more than $12,000 annually. Landlord shall have the right to grant easements on, over, under and above the Property for other purposes
with the prior consent of Tenant, not to be unreasonably withheld, conditioned or delayed. Landlord shall, at Tenant’s sole cost
and expense, promptly and diligently take all actions necessary to enforce all rights and remedies available with regard to all easements,
covenants, conditions and restrictions benefiting the Property, including, if reasonably necessary, instituting and prosecuting litigation
to enforce such provisions. Without Landlord’s prior written consent, Tenant shall not grant any easements on, over, under or above
the Property.


 


ARTICLE
IX


 


USE
OF THE PROPERTY; COMPLIANCE


 


Section
9.01 Use. During the Lease Term, the Property shall be used solely for the operation of a Permitted Facility. Except during periods
when the Property is untenantable due to Casualty or Condemnation (provided that Tenant continues to strictly comply with the other terms
and conditions of this Lease) and except during reasonable periods for repairing, cleaning or renovation, Tenant shall at all times during
the Lease Term occupy the Property and shall diligently operate (as presently conducted) its business on the Property. Tenant shall not
take any action that (1) materially increases, or is reasonably likely to materially increase, Tenant’s violation of any Environmental
Laws, (2) poses, or is reasonably likely to pose, an unreasonable risk of harm to any Person (whether on or off the Property), (3) has,
or is reasonably likely to have, a Material Adverse Effect, (4) is contrary to any material requirement set forth in the insurance policies
maintained by Tenant, (5) reasonably constitutes a public or private nuisance or constitutes waste, or (6) violates any covenant, condition,
agreement or easement applicable to the Property.


 




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Section
9.02 Alternative Use. Tenant shall not, by itself or through any assignment, sublease or other type of transfer, convert the Property
to an alternative use during the Lease Term without Landlord’s prior written consent, which consent shall not be unreasonably withheld;
provided, however, that Landlord’s consent shall not be deemed unreasonably withheld if Landlord’s decision is based
on any or all of the following:


 


(a)
whether the rental paid to Landlord would be equal to or greater than the anticipated rental assuming continued existing use;


 


(b)
whether the proposed rental to be paid to Landlord is reasonable considering the converted use
of the Property and the customary rental prevailing in the community for such use;


 


(c)
whether the converted use will be consistent with the highest and best use of the Property;


 


(d)
whether the converted use will increase Landlord’s risks or decrease the value of the Property;


 


(e)
whether Landlord is able to obtain approval of its Lender to any such change in use.


 


Section
9.03 Compliance. Tenant’s use and occupation of the Property, and the condition thereof, shall, at Tenant’s sole cost
and expense, comply fully with all Legal Requirements and all easements, restrictions, covenants, conditions and encumbrances of record,
(even if an obligation relating to the Property is, pursuant to Legal Requirements or pursuant to a recorded agreement, the obligation
of the fee owner of the Property), and any owner obligations under such Legal Requirements, or easements, restrictions, covenants, conditions
and encumbrances of record, with respect to the Property. Without in any way limiting the foregoing provisions, Tenant shall comply with
all Legal Requirements relating to anti-terrorism, trade embargos, economic sanctions, Anti-Money Laundering Laws, and the Americans
with Disabilities Act of 1990, as such act may be amended from time to time, and all regulations promulgated thereunder, as it affects
the Property now or hereafter in effect. Upon Landlord’s written request from time to time during the Lease Term, Tenant shall
certify in writing to Landlord that Tenant’s representations, warranties and obligations under Section 6.08 and this Section 9.03
remain true and correct and have not been breached. Tenant shall immediately notify Landlord in writing if any of such representations,
warranties or covenants are no longer true or have been breached or if Tenant has a reasonable basis to believe that they may no longer
be true or may have been breached. In connection with such an event, Tenant shall comply with all Legal Requirements and directives of
Governmental Authorities and, at Landlord’s request, provide to Landlord copies of all notices, reports and other communications
exchanged with, or received from, Governmental Authorities relating to such an event. Tenant shall also reimburse Landlord for all Costs
incurred by Landlord in evaluating the effect of such an event on the Property and this Lease, in obtaining any necessary license from
Governmental Authorities as may be necessary for Landlord to enforce its rights under the Transaction Documents, and in complying with
all Legal Requirements applicable to Landlord as the result of the existence of such an event and for any penalties or fines imposed
upon Landlord as a result thereof. Tenant will use its best efforts to prevent any act or condition to exist on or about the Property
which will materially increase any insurance rate thereon, except when such acts are required in the normal course of its business and
Tenant shall pay for such increase. Tenant agrees that it will defend, indemnify and hold harmless the Indemnified Parties from and against
any and all Losses caused by, incurred or resulting from Tenant’s failure to comply with its obligations under this Section.


 




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Section
9.04 Environmental.


 


(a)
Representations and Warranties. Tenant represents and warrants to Landlord, as of the execution and delivery of this Lease, as
follows:


 


The
Property and Tenant are not in violation of or subject to, any pending or, to Tenant’s actual knowledge, threatened investigation
or inquiry by any Governmental Authority or to any remedial obligations under any Environmental Laws that could have a Material Adverse
Effect, nor has Tenant received any written or oral notice or other communication from any Person (including but not limited to a Governmental
Authority) with respect to the Property relating to


 


(A)
Hazardous Materials, Regulated Substances or USTs, or Remediation thereof;


 


(B)
possible liability of any Person pursuant to any Environmental


 


Law;


 


(C)
other environmental conditions; or


 


(D)
any actual or potential administrative or judicial proceedings in connection with any of the foregoing that could have a Material Adverse
Effect. The foregoing representations and warranties would continue to be true and correct following disclosure to the applicable Governmental
Authorities of all relevant facts, conditions and circumstances, if any, pertaining to the Property.


 


(ii)
All uses and operations on or of the Property, whether by Tenant or, to Tenant’s knowledge, any other Person, have been in compliance
with all Environmental Laws and environmental permits issued pursuant thereto;


 


(A)
there have been no Releases in, on, under or from the Property, or, to Tenant’s knowledge, from other property migrating toward
the Property, except in Permitted Amounts;


 


(B)
there are no Hazardous Materials, Regulated Substances or USTs in, on, or under the Property, except in Permitted Amounts;


 


(C)
the Property has been kept free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law (the “Environmental
Liens”); and


 


(D)
Tenant has not allowed any other tenant or other user of the Property to do any act that materially increased the dangers to human health
or the environment, posed an unreasonable risk of harm to any Person (whether on or off the Property), impaired the value of the Property
in any material respect, is contrary to any requirement set forth in the insurance policies maintained by Landlord or Tenant, constituted
a public or private nuisance, constituted waste, or violated any covenant, condition, agreement or easement applicable to the Property.


 




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(b)
Covenants.


 


(i)
Tenant covenants to Landlord during the Lease Term, subject to the limitations of subsection (ii) below, as follows:


 


(A)
Neither the Property nor Tenant shall be in violation of any investigation or inquiry by any Governmental Authority in connection with
the enforcement of any Environmental Laws.


 


(B)
All uses and operations on or of the Property, whether by Tenant or any other Person, shall be in compliance with all Environmental Laws
and permits issued pursuant thereto.


 


(C)
There shall be no Releases in, on, under or from the Property, except in Permitted Amounts.


 


(D)
There shall be no Hazardous Materials Regulated Substances or USTs in, on or under the Property,
except in Permitted Amounts or as otherwise permitted.


 


(E)
Tenant shall keep the Property or cause the Property to be kept free and clear of all Environmental Liens, whether due to any act or
omission of Tenant or any other Person.


 


(F)
Tenant shall not do or allow any other tenant or other user of the Property to do any act that creates the threat of a Release.


 


(G)
Tenant shall, at its sole cost and expense, perform any environmental site assessment or other investigation
of environmental conditions in connection with the Property as may be reasonably requested by Landlord (including but not limited to
sampling, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas),
and share with Landlord the reports and other results thereof, and Landlord and the other Indemnified Parties shall be entitled to rely
on such reports and other results thereof


 


(H)
Tenant shall, at its sole cost and expense, fully and expeditiously cooperate in all activities pursuant to this Section 9.04, including,
but not limited to, providing all relevant information and making knowledgeable persons available for interviews.


 


(ii)
Notwithstanding any provision of this Lease to the contrary, an Event of Default shall not be deemed to have occurred as a result of
the failure of Tenant to satisfy any one or more of the covenants set forth in subsections (A) through (F) above provided that Tenant
shall be in compliance with the requirements of any Governmental Authority with respect to the discovery or Remediation of any Release
at the Property.


 


(c)
Notification Requirements. Tenant shall immediately notify Landlord in writing upon Tenant obtaining actual knowledge of


 


(i)
any Releases or Threatened Releases in, on, under or from the Property other than in Permitted Amounts, or migrating towards the Property;


 




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(ii)
any non-compliance with any Environmental Laws related in any way to the Property;


 


(iii)
any actual or potential Environmental Lien;


 


(iv)
any required or proposed Remediation of environmental conditions relating to the Property required by applicable Governmental Authorities;
and


 


(v)
any written or oral notice or other communication, including, but not limited to, notices of violation (“NOV”) issued by
a Governmental Authority of which Tenant becomes aware from any source whatsoever (including but not limited to a Governmental Authority)
relating in any way to Hazardous Materials, Regulated Substances or USTs, a Release or Remediation thereof at or on the Property, other
than in Permitted Amounts, possible liability of any Person relating to the Property pursuant to any Environmental Law, other environmental
conditions in connection with the Property, or any actual or potential administrative or judicial proceedings in connection with anything
referred to in this Section. Tenant shall, upon Landlord’s written request, deliver to Landlord a certificate stating that Tenant
is and has been in full compliance with all of the environmental representations, warranties and covenants in this Lease.


 


(d)
Remediation. Tenant shall, at its sole cost and expense, and without limiting any other provision of this Lease, effectuate any Remediation
required by any Governmental Authority of any condition (including, but not limited to, a Release, a Threatened Release or a suspected
Release) in, on, under or from the Property and take any other reasonable action deemed necessary by any Governmental Authority for protection
of human health or the environment. Should Tenant fail to undertake such Remediation in accordance with the preceding sentence, Landlord,
after written notice to Tenant and Tenant’s failure to immediately undertake such Remediation, shall be permitted to complete such
Remediation, and all Costs incurred in connection therewith shall be paid by Tenant. Any Cost so paid by Landlord, together with interest
at the Default Rate until paid, shall be deemed to be a Monetary Obligation hereunder (and not Rental) and shall be immediately due from
Tenant to Landlord.


 


(e)
Indemnification. Tenant
shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless each of the Indemnified Parties from and against
any and all Losses, including, but not limited to, all fines, penalties, claims or expenses incurred as a result of Tenant’s operation
of the Property, including, but not limited to, Costs of Remediation (whether or not performed voluntarily), arising out of or in any
way relating to any Environmental Laws, Hazardous Materials, Regulated Substances, USTs, or other environmental matters concerning the
Property to the extent caused by Tenant, any assignees claiming by, through, or under Tenant, any subtenants claiming by, through, or
under Tenant, and any of their respective agents, contractors, employees, and invitees (other than Landlord or Landlord’s agents,
contractors, employees or invitees), or anyone claiming by, through or under them (other than Landlord or Landlord’s agents, contractors,
employees or invitees). It is expressly understood and agreed that Tenant’s obligations under this Section shall survive the expiration
or earlier termination of this Lease for any reason.


 


(f)
Right of Entry. Landlord
and any other Person designated by Landlord, including but not limited to any receiver, any representative of a Governmental Authority,
and any environmental consultant, shall have the right, but not the obligation, to enter upon the Property at all reasonable times (including,
without limitation, in connection with the exercise of any remedies set forth in this Lease) to assess any and all aspects of the environmental
condition of the Property and its use, including but not limited to conducting any environmental assessment or audit (the scope of which
shall be determined in Landlord’s sole and absolute discretion) and taking samples of soil, groundwater or other water, air, or
building materials, and conducting other invasive testing. Tenant shall cooperate with and provide access to Landlord and any other Person
designated by Landlord. Any such assessment or investigation shall be at Tenant’s sole cost and expense.


 




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(g)
Inspections. At its sole cost and expense, Tenant shall have the Property inspected as may be required by any Environmental Law or
Governmental Authority for Releases, Threatened Releases, suspected Releases and other environmental concerns. Tenant shall maintain
and monitor USTs in accordance with all Environmental Laws. Tenant shall provide Landlord with written certified results of all inspections
performed on the Property. All costs and expenses associated with the inspection, preparation and certification of results, as well as
those associated with any corrective action, shall be paid by Tenant. All inspections and tests performed on the Property shall be in
compliance with all Environmental Laws.


 


(h)
UST Compliance. Tenant shall comply or cause the compliance with all applicable federal, state and local regulations and requirements
regarding USTs, including, without limitation, any of such regulations or requirements which impose


 


technical
standards, including, without limitation, performance, leak prevention, leak detection, notification reporting and record keeping (it
being understood that Tenant, and not Landlord, shall be required to register any UST pursuant to applicable Law);


 


i)
corrective action with respect to confirmed and suspected Releases; and


 


(iii)
financial responsibility for the payment of costs of corrective action and compensation to third parties for injury and damage resulting
from Releases. Tenant shall immediately notify Landlord, in writing, of


 


(A)
the presence in, on or under the Property, or the Release from any USTs on, above or under the Property, of any Hazardous Materials or
Regulated Substances, apparent or real; and


 


(B)
any and all enforcement, clean-up, remedial, removal or other governmental or regulatory actions threatened, instituted or completed
pursuant to any of the Environmental Laws affecting the Property or any order of Governmental Authority. Upon any such Release, from
any USTs on, above or under the Property of any Hazardous Materials or Regulated Substances, Tenant shall immediately remedy such situation
in accordance with all Environmental Laws, orders of all Governmental Authorities, and any request of Landlord. Should Tenant fail to
remedy or cause the remedy of such situation in accordance with all Environmental Laws or orders or Governmental Authorities, Landlord
shall be permitted to take such actions in its sole discretion to remedy such situation and all Costs incurred in connection therewith,
together with interest at the Default Rate until paid, will be paid by Tenant.


 


(i)
Survival. The obligations of Tenant and the rights and remedies of Landlord under this Section 9.04 shall survive the termination,
expiration and/or release of this Lease.


 


(j)
Intentionally Deleted.


 




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(k)
No Landlord Ownership or Operation. Notwithstanding anything to the contrary in this Lease, Landlord is not the owner or operator
of any USTs previously or currently located on the Property or which may be installed on the Property in the future. Any such USTs are
and shall remain the property of Tenant or third parties with whom Tenant contracts.


 


(I)
Conveyance. Upon expiration or termination of this Lease, and upon (and to the extent set forth in) a written request of Landlord,
Tenant shall convey any UST to Landlord, free and clear of all liens and security interests.


 


ARTICLE
X


 


ADDITIONAL
COVENANTS


 


Section
10.01 Performance at Tenant’s Expense. Tenant acknowledges and confirms that Landlord may impose reasonable administrative, processing
or servicing fees, and collect reasonable attorneys’ fees, costs and expenses incurred by Landlord or its servicer or management
company, in connection with


 


(a)
any extension, renewal, modification, amendment and termination of this Lease;


 


(b)
Intentionally Deleted;


 


(c)
the procurement of consents, waivers and approvals with
respect to the Property or any matter related to this Lease;


 


(d)
the review of any assignment or sublease or proposed
assignment or sublease or the preparation or review of any subordination or non-disturbance agreement;


 


(e)
the collection, maintenance and/or disbursement of reserves
created under this Lease or the other Transaction Documents; and


 


(f)
inspections required to make certain detail examinations
under his Lease or the other Transaction Documents.


 


Section
10.02 Inspection. Landlord and its authorized representatives shall have the right, at all reasonable times and upon giving reasonable
prior written notice (except in the event of an emergency, in which case no prior notice shall be required), to enter the Property or
any part thereof and inspect the same and without unreasonably interfering with Tenant’s activities on the Property. Tenant hereby
waives any claim for damages for any injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or
quiet enjoyment of the Property and any other loss occasioned by such entry, but, subject to Section 11.01, excluding damages arising
as a result of the gross negligence or intentional misconduct of Landlord.


 




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Section
10.03 Financial Information,


 


(a)
Financial Statements. Within forty-five (45) days after the end of each fiscal quarter and within one hundred twenty (120) days
after the end of each fiscal year of Tenant, Tenant shall deliver to Landlord


 


(1)
complete financial statements of the Tenant Entities including a balance sheet, profit and loss statement, statement of cash flows, statement
of changes in financial condition and all other related schedules for the fiscal period then ended; and


 


(ii)
All such financial statements shall be prepared in accordance with GAAP, and shall be certified to be accurate and complete by an officer
or director of each Tenant Entity. Tenant understands that Landlord will rely upon such financial statements and Tenant represents that
such reliance is reasonable. If Tenant is a publicly traded company, Tenant may comply with the financial statement reporting requirements
in paragraph (a) above by submitting a copy of its quarterly or annual report (as the case may be) by the applicable public reporting
deadline. The financial statements delivered to Landlord need not be audited, but Tenant shall deliver to Landlord copies of any audited
financial statements of the Tenant Entities which may be prepared, as soon as they are available. Upon prior written request by Landlord,
Tenant shall deliver with its annual financial statements such compliance certificate to Landlord as Landlord may reasonably require
in order to establish that Tenant is in compliance with all of its obligations, duties and covenants under this Lease.


 


(b)
Gross Sales. Notwithstanding the foregoing, Tenant shall deliver to Landlord: (i) within thirty (30) days of the end of each of Tenant’s
fiscal years during the Lease Term, a written statement of total annual gross sales from the business located on the Property for the
last fiscal year of Tenant ending on the last day of such fiscal year; and (ii) within thirty (30) days of the end of Tenant’s
second (2”d) fiscal quarter each fiscal year, a written statement of total gross sales from the business located on
the Property for the trailing twelve (12) month period ending on the last day of Tenant’s second (2nd) fiscal quarter.


 


(c)
Other Information. Notwithstanding any provision contained herein, upon request at any time, Tenant will provide to Landlord any
and all financial information and/or financial statements (and in the form or forms):


 


(i)
requested by Landlord in connection with Landlord’s required filings with or disclosures to any Governmental Authority, including,
without limitation, the financial statements required in connection with Securities and Exchange Commission filings by Landlord or its
Affiliates; and


 


(ii)
as reasonably requested by Landlord.


 


Section
10.04 OFAC Laws. Upon receipt of notice or upon actual knowledge thereof, Tenant shall immediately notify Landlord in writing if any
Person owning (directly or indirectly) any interest in any of the Tenant Entities, or any director, officer, shareholder, member, manager
or partner of any of such holders is a Person whose property or interests are subject to being blocked under any of the OFAC Laws, or
is otherwise in violation of any of the OFAC Laws, or is under investigation by any Governmental Authority for, or has been charged with,
or convicted of, drug trafficking, terrorist-related activities or any violation of the Anti-Money Laundering Laws, has been assessed
civil penalties under these or related laws, or has had funds seized or forfeited in an action under these or related laws; provided,
however, that the covenant in this Section 10.04 shall not apply to any Person to the extent such Person’s interest is in or
through a U.S. Publicly Traded Entity.


 


Section
10.05 Estoppel Certificate. At any time, and from time to time, but not more than two (2) times per year (excluding Lender’s initial
lender), Tenant shall, promptly and in no event later than fifteen (15) days after a request from Landlord or any Lender or mortgagee
of Landlord, execute, acknowledge and deliver to Landlord or such Lender or mortgagee, as the case may be, a certificate in the form
supplied by Landlord, certifying:


 


(a)
that Tenant has accepted the Property;


 




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(b)
that this Lease is in full force and effect and has
not been modified (or if modified, setting forth all modifications), or, if this Lease is not in full force and effect, the certificate
shall so specify the reasons therefor;


 


(c)
the commencement and expiration
dates of the Lease Term;


 


(d)
the date to which the Rentals have been paid under this
Lease and the amount thereof then payable;


 


(e)
whether there are then any existing defaults by Landlord in the performance of its obligations under this Lease, and, if there are any
such defaults, specifying the nature and extent thereof


 


(1)
that no notice has been received by Tenant of any default under this Lease which has not been cured, except as to defaults specified
in the certificate;


 


(g)
that Tenant has no option to purchase, right of first refusal or similar rights, except as specifically set forth herein;


 


(h)
the capacity of the Person executing such certificate, and that such Person is duly authorized to execute the same on behalf of Tenant;


 


(i)
that neither Landlord nor any Lender or mortgagee has actual involvement in the management or control of decision making related to the
operational aspects or the day to day operation of the Property, including any handling or disposal of Hazardous Materials or Regulated
Substances; and


 


any
other information reasonably requested by Landlord or any Lender or mortgagee, as the case may be. If Tenant shall fail or refuse to
sign a certificate in accordance with the provisions of this Section within fifteen (15) days following a request by Landlord, Tenant
irrevocably constitutes and appoints Landlord as its attorney-in-fact to execute and deliver the certificate to any such third party,
it being stipulated that such power of attorney is coupled with an interest and is irrevocable and binding.


 


ARTICLE
XI


 


RELEASE
AND INDEMNIFICATION


 


Section
11.01 Release and Indemnification. Tenant agrees to use and occupy the Property at its own risk and hereby releases Landlord and
Landlord’s agents and employees from any and all claims for any Loss, damage or injury to the full extent permitted by law. Tenant
agrees that Landlord shall not be responsible or liable to Tenant or Tenant’s employees, agents, customers, licensees or invitees
for bodily injury, personal injury or property damage occasioned by the acts or omissions of any other lessee or any other Person. Tenant
agrees that any employee or agent to whom the Property or any part thereof shall be entrusted by or on behalf of Tenant shall be acting
as Tenant’s agent with respect to the Property or any part thereof, and neither Landlord nor Landlord’s agents, employees
or contractors shall be liable for any loss of or damage
to the Property or any part thereof. Tenant shall indemnify, protect, defend and hold harmless each of the Indemnified Parties from and
against any and all Losses (excluding Losses suffered by an Indemnified Party arising out of the gross negligence or willful misconduct
of such Indemnified Party; provided, however, that the term “gross negligence” shall not include gross negligence
imputed as a matter of law to any of the Indemnified Parties solely by reason of Landlord’s interest in the Property or Landlord’s
failure to act in respect of matters which are or were the obligation of Tenant under this Lease) caused by, incurred or resulting from
Tenant’s operations or by Tenant’s use and occupancy of the Property, whether relating to its original design or construction,
latent defects, alteration, maintenance, use by Tenant or any Person thereon, supervision or otherwise, or from any breach of, default
under, or failure to perform, any term or provision of this Lease by Tenant, its officers, employees, agents or other Persons. It is
expressly understood and agreed that Tenant’s obligations under this Section shall survive the expiration or earlier termination
of this Lease for any reason whatsoever.


 




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Landlord
agrees to indemnify, defend and hold harmless the Tenant Entities from and against any and all Losses resulting from claims by third
parties occasioned by injuries to any person or damage to property occurring on or about the Property to the extent caused by Landlord’s
gross negligence or willful misconduct. In case any action or proceeding is brought against any Tenant Entity and such claim is a claim
from which Landlord is obligated to indemnify Tenant Entities pursuant to this Section, Landlord, upon written notice from Tenant, shall
resist and defend such action or proceeding at Landlord’s expense. It is expressly understood and agreed that Landlord’s
obligations under this Section shall survive the expiration or earlier termination of this Lease for any reason whatsoever.


 


Section
11.02 Non-Recourse to Landlord. Anything contained herein to the contrary notwithstanding, any claim based on or in respect of any
liability of Landlord under this Lease shall be enforced only against the Landlord’s interest in the Property and not against any
other assets, properties or funds of (i) Landlord, (ii) Landlord’s members, and any entity controlling, controlled by, or under
common control with Landlord or Landlord’s members, any director, officer, general partner, shareholder, limited partner, beneficiary,
employee, attorney, consultant, contractor or agent of Landlord or any general partner of Landlord or any of its general partners (or
any legal representative, heir, estate, successor or assign of any thereof), (iii) any predecessor or successor limited liability company,
partnership or corporation (or other entity) of Landlord or any of its members, managers, general partners, shareholders, officers, directors,
employees or agents, either directly or through Landlord or its general partners, shareholders, officers, directors, employees or agents
or any predecessor or successor partnership or corporation (or other entity), (iv) any Lender, and any lender to a Person holding an
interest in Landlord, (v) any Person affiliated with any of the foregoing, or any director, officer, employee or agent of any thereof-,
or (vi) the heirs, successors, personal representatives and assigns of any of the foregoing.


 


ARTICLE
XII


 


CONDEMNATION
AND CASUALTY


 


Section
12.01 Notification. Tenant shall promptly give Landlord written notice of:


 


(a)
any Condemnation of the Property,


 


(b)
the commencement of any proceedings or negotiations which might result in a Condemnation of the Property, and


 


(c)
any Casualty to the Property or any part thereof. Such notice shall provide a general description of the nature and extent of such Condemnation,
proceedings, negotiations or Casualty, and shall include copies of any documents or notices received in connection therewith.


 




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Thereafter,
Tenant shall promptly send Landlord copies of all notices, correspondence and pleadings relating to any such Condemnation, proceedings,
negotiations or Casualty.


 


Section
12.02 Partial Condemnation or Casualty. Except as otherwise provided in Section 12.03, in the event of a Partial Condemnation or a Casualty:


 


(a)
Net Awards. All Net Awards shall be paid to Landlord.


 


(b)
Landlord Election To Continue or Terminate Lease. Landlord shall have the option,


 


(i)
subject to the right of Tenant to elect otherwise as set forth in subsection (d) below, to terminate this Lease by notifying Tenant in
writing within thirty (30) days after Tenant gives Landlord notice


 


(A)
of such Partial Condemnation or Casualty; or


 


(B)
that title has vested in the condemning authority; or


 


(ii)
to continue this Lease in effect, which election shall be evidenced by either a notice from Landlord to Tenant, or Landlord’s failure
to notify Tenant in writing that Landlord has elected to terminate this Lease within such thirty (30) day period. Tenant shall have a
period of sixty (60) days after receipt of Landlord’s notice to terminate referenced above during which to elect, despite such
Landlord notice of termination, to continue this Lease on the terms herein provided.


 


(c)
No Continuance of Lease. If Tenant does not elect to continue this Lease or shall fail during such sixty (60) day period to notify
Landlord of Tenant’s intent to continue this Lease, then this Lease shall terminate as of the last day of the month during which
such sixty (60) day period expired. Tenant shall vacate and surrender the Property by such termination date, in accordance with the provisions
of this Lease, and all obligations of either party hereunder with respect to the Property shall cease as of the date of termination;
provided, however, Tenant’s obligations to the Indemnified Parties under any indemnification provisions of this Lease and
Tenant’s obligations to pay Rental and all other Monetary Obligations (whether payable to Landlord or a third party) accruing under
this Lease prior to the date of termination shall survive such termination. In such event, Landlord may retain all Net Awards related
to the Partial Condemnation or Casualty, and Tenant shall immediately pay Landlord an amount equal to the insurance deductible applicable
to any Casualty.


 


(d)
Continuance of Lease. If Landlord elects not to terminate this Lease, or if Landlord elects to terminate this Lease but Tenant
elects to continue this Lease, then this Lease shall continue in full force and effect upon the following terms:


 


All
Rental and other Monetary Obligations due under this Lease shall continue unabated.


 


(ii)
Tenant shall promptly commence and diligently prosecute restoration of the Property to the same condition, as nearly as practicable,
as prior to such Partial Condemnation or Casualty as approved by Landlord. Subject to the terms and provisions of the Mortgages and upon
the written request of Tenant (accompanied by evidence reasonably satisfactory to Landlord that such amount has been paid or is due and
payable and is properly part of such costs, and that Tenant has complied with the terms of Section
8.02 in connection with the restoration), Landlord shall promptly make available in installments, subject to reasonable conditions for
disbursement imposed by Landlord, an amount up to but not exceeding the amount of any Net Award received by Landlord with respect to
such Partial Condemnation or Casualty. Prior to the disbursement of any portion of the Net Award with respect to a Casualty, Tenant shall
provide evidence reasonably satisfactory to Landlord of funds available to Tenant to pay restoration expenses (a) up to the amount of
the insurance deductible applicable to such Casualty, and (b) which are in excess of the amount of the Net Award. Landlord shall be entitled
to keep any portion of the Net Award which may be in excess of the cost of restoration, and Tenant shall bear all additional Costs of
such restoration in excess of the Net Award.


 




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Section
12.03 Total Condemnation. In the event of a Total Condemnation of the Property, other than a Temporary Taking, then, in such event:


 


(a)
Termination of Lease. All obligations of either party hereunder shall cease as of the date of the Total Condemnation; provided,
however, that Tenant’s obligations to the Indemnified Parties under any indemnification provisions of this Lease and Tenant’s
obligation to pay Rental and all other Monetary Obligations (whether payable to Landlord or a third party) accruing under this Lease
prior to the date of termination shall survive such termination. If the date of such Total Condemnation is other than the first (Pt)
day of a month, the Base Annual Rental for the month in which such Total Condemnation occurs shall be apportioned based on the date of
the Total Condemnation.


 


(b)
Net Award. Landlord shall be entitled to receive the entire Net Award in connection with a Total Condemnation without deduction for
any estate vested in Tenant by this Lease, and Tenant hereby expressly assigns to Landlord all of its right, title and interest in and
to every such Net Award and agrees that Tenant shall not be entitled to any Net Award or other payment for the value of Tenant’s
leasehold interest in this Lease.


 


Section
12.04 Temporary Taking. In the event of a Condemnation of all or any part of the Property for a temporary use (a “Temporary
Taking”), this Lease shall remain in full force and effect without any reduction of Base Annual Rental or any other Monetary
Obligation payable hereunder. Except as provided below and subject to the terms and provisions of any Mortgage, Tenant shall be entitled
to the entire Net Award for a Temporary Taking, unless the period of occupation and use by the condemning authorities shall extend beyond
the date of expiration of this Lease, in which event the Net Award made for such Temporary Taking shall be apportioned between Landlord
and Tenant as of the date of such expiration. At the termination of any such Temporary Taking, Tenant will, at its own cost and expense
and pursuant to the provisions of Section 8.02, promptly commence and complete restoration of the Property.


 


Section
12.05 Adjustment of Losses. Any loss under any property damage insurance required to be maintained by Tenant shall be adjusted by Landlord
and Tenant. Subject to the terms and provisions of the Mortgages, any Net Award relating to a Total Condemnation or a Partial Condemnation
shall be adjusted by Landlord or, at Landlord’s election, Tenant. Notwithstanding the foregoing or any other provisions of this
Section 12.05 to the contrary, but subject to the terms and provisions of the Mortgages, if at the time of any Condemnation or any Casualty
or at any time thereafter an Event of Default shall have occurred and be continuing, Landlord is hereby authorized and empowered but
shall not be obligated, in the name and on behalf of Tenant and otherwise, to file and prosecute Tenant’s claim, if any, for a
Net Award on account of such Condemnation or such Casualty and to collect such Net Award and apply the same to the curing of such Event
of Default and any other then existing Event of Default under this Lease and/or
to the payment of any amounts owed by Tenant to Landlord under this Lease, in such order, priority and proportions as Landlord in its
discretion shall deem proper.


 




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Section
12.06 Tenant Obligation in Event of Casualty. During all periods of time following a Casualty, Tenant shall take reasonable steps
to ensure that the Property is secure and does not pose any risk of harm to any adjoining property and Persons (including owners or occupants
of such adjoining property).


 


Section
12.07 Tenant Awards and Payments. Notwithstanding any provision contained in this ARTICLE XII, Tenant shall be entitled to claim
and receive any award or payment from the condemning authority expressly granted for the taking of any Personalty owned by Tenant, any
insurance proceeds with respect to any Personalty owned by Tenant, the interruption of its business and moving expenses (subject, however,
to the provisions of Section 7.03(a)(iv) above), but only if such claim or award does not adversely affect or interfere with the prosecution
of Landlord’s claim for the Condemnation or Casualty, or otherwise reduce the amount recoverable by Landlord for the Condemnation
or Casualty, including payments or proceeds related to any Existing Personalty then owned by Landlord.


 


ARTICLE
XIII


 


DEFAULT,
CONDITIONAL LIMITATIONS, REMEDIES AND MEASURE OF DAMAGES


 


Section
13.01 Event of Default. Each of the following shall be an event of default by Tenant under this Lease (each, an “Event of
Default”):


 


(a)
if any representation or warranty of Tenant set forth in this Lease is false in any material respect when made, and if such representation
or warranty is capable of cure, it is not cured within fifteen (15) business days after Tenant’s receipt of written notice from
Landlord;


 


(b)
if any Rental or other Monetary Obligation due under this Lease is not paid when due, and such
failure shall continue for a period of three (3) business days after written notice from Landlord, provided, however, that Landlord shall
not be obligated to provide Tenant with more than two (2) written notices per each consecutive 12 month period during the Lease Tenn
(and if Landlord is not obligated to provide any such written notice, then an Event of Default shall occur automatically if Tenant fails
to pay any installment of Rental or other Monetary Obligation required herein when due within five (5) days from the due date);


 


(c)
if Tenant fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the
imposition of a lien against the Property;


 


(d)
if there is an Insolvency Event affecting Tenant;


 


(e)
if Tenant abandons the Property (hereinafter, a “Tenant Abandonment”), whether
or not Tenant is in monetary or other default under this Lease. Notwithstanding the foregoing, so long as no other Event of Default hereunder
has occurred, a Tenant Abandonment shall not be an Event of Default provided that Tenant: 1) delivers written notice to Landlord of such
Tenant Abandonment within ten (10) days following same, and 2) continues to comply with all other terms, conditions and obligations of
this Lease, including, but not limited to, the obligation to pay all installments of Rental Base and perform all other Monetary Obligations
required herein; maintain, repair and replace the Property as set forth herein; and continue to maintain insurance as required herein;


 




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(f)
if Tenant fails to observe or perform any of the other covenants, conditions or obligations of Tenant in this Lease; provided, however,
if any such failure does not involve the payment of any Rental or other Monetary Obligation, does not place the Property or any rights
or property of Landlord in immediate jeopardy of material harm, and is within the reasonable power of Tenant to cure, all as determined
by Landlord in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless and until Landlord
shall have given Tenant notice thereof and a period of thirty (30) days shall have elapsed, during which period Tenant may correct or
cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand
of any kind being required. If such failure cannot reasonably be cured within such thirty (30) day period, and Tenant is diligently pursuing
a cure of such failure, then Tenant shall have a reasonable period to cure such failure beyond such thirty (30) day period, which shall
in no event exceed ninety (90) days after receiving notice of such failure from Landlord. If Tenant shall fail to correct or cure such
failure within such ninety (90) day period, an Event of Default shall be deemed to have occurred hereunder without further notice or
demand of any kind being required;


 


(g)
if a final, non-appealable judgment is rendered by a
court against Tenant which is reasonably likely to have a Material Adverse Effect and is not discharged or provision made for such discharge
within ninety (90) days from the date of entry thereof;


 


(h)
if Tenant shall be liquidated or dissolved or shall
begin proceedings towards its liquidation or dissolution;


 


(i)
if the estate or interest of Tenant in the Property
shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall
not be vacated or discharged within ninety (90) days after it is made;


 


if
there is an “Event of Default” or other breach or default by Tenant or Guarantor under any of the other Transaction Documents,
after the passage of all applicable notice and cure or grace periods; or


 


(k)
A Transfer occurs without the written consent of Landlord (except to the extent that such consent is not required, and Tenant otherwise
complies with the provisions of Article 15 of this Lease).


 


Section
13.02 Remedies. Upon the occurrence of an Event of Default, with or without notice or demand, except as otherwise expressly provided
herein or such other notice as may be required by statute and cannot be waived by Tenant, Landlord shall be entitled to exercise, at
its option, concurrently, successively, or in any combination, all remedies available at law or in equity, including, without limitation,
any one or more of the following:


 


(a)
to terminate this Lease, whereupon Tenant’s right to possession of the Property shall cease and this Lease, except as to Tenant’s
liability, shall be terminated;


 


(b)
to the extent not prohibited by applicable law, to re-enter and take possession of the Property
(or any part thereof), any or all personal property or fixtures of Tenant upon the Property and all permits and other rights or privileges
of Tenant pertaining to the use and operation of the Property, and in connection therewith, Tenant hereby agrees and covenants that,
upon the request of Landlord, Tenant shall execute and deliver such documents and take all actions as are necessary to permit Landlord
or its designee to continue the operation of Property, including without limitation, the transfer of all right, title and interest in
and to Tenant’s name, trade name or trademark, or any proprietary rights thereto, to Landlord or its designee, and if Tenant
shall fail or refuse to effect such transfer in accordance with the provisions of this Section 13.02(b) within ten (10) days following
a request by Landlord, Tenant irrevocably constitutes and appoints Landlord as its attorney-in-fact to execute and deliver all necessary
documents to any third party to effect the same, it being stipulated that such power of attorney is coupled with an interest and is irrevocable
and binding;


 




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(c)
to expel Tenant and those claiming under or through Tenant, without being deemed guilty in any manner of trespass or becoming liable
for any loss or damage resulting therefrom, without resort to legal or judicial process, procedure or action. No notice from Landlord
hereunder or under a forcible entry and detainer statute or similar law shall constitute an election by Landlord to terminate this Lease
unless such notice specifically so states, If Tenant shall, after default, voluntarily give up possession of the Property to Landlord,
deliver to Landlord or its agents the keys to the Property, or both, such actions shall be deemed to be in compliance with Landlord’s
rights and the acceptance thereof by Landlord or its agents shall not be deemed to constitute a termination of the Lease. Landlord reserves
the right following any re-entry and/or re-letting to exercise its right to terminate this Lease by giving Tenant written notice thereof,
in which event this Lease will terminate;


 


(d)
to bring an action against Tenant for any damages sustained
by Landlord or any equitable relief available to Landlord and to the extent not prohibited by applicable law, to seize all personal property
or fixtures upon the Property which Tenant owns or in which it has an interest, in which Landlord shall have a landlord’s lien
and/or security interest, and to dispose thereof in accordance with the laws prevailing at the time and place of such seizure or to remove
all or any portion of the property and cause the same to be stored in a public warehouse or elsewhere at Tenant’s sole expense,
without becoming liable for any loss or damage resulting therefrom and without resorting to legal or judicial process, procedure or action;


 


(e)
to re-let the Property or any
part thereof for such term or terms (including a term which extends beyond the original Lease Term), at such rentals and upon such other
terms as Landlord, in its sole discretion, may determine, with all proceeds received from such re-letting being applied to the Rental
and other Monetary Obligations due from Tenant in such order as Landlord may, in its sole discretion, determine, which other Monetary
Obligations include, without limitation, all repossession costs, brokerage commissions, attorneys’ fees and expenses, alteration,
reasonable remodeling and repair costs and expenses of preparing for such re-letting. Except to the extent required by applicable Law,
Landlord shall have no obligation to re-let the Property or any part thereof and shall in no event be liable for refusal or failure to
re-let the Property or any part thereof, or, in the event of any such re-letting, for refitsal or failure to collect any rent due upon
such re-letting, and no such refusal or failure shall operate to relieve Tenant of any liability under this Lease or otherwise to affect
any such liability. Landlord reserves the right following any reentry and/or re-letting to exercise its right to terminate this Lease
by giving Tenant written notice thereof, in which event this Lease will terminate as specified in said notice;


 


(1)
to accelerate and recover from Tenant the excess of the then-present value of the Rental and all other Monetary Obligations Tenant would
have been required to pay during the period following the termination of the Lease measured from the date of such termination to the
originally scheduled Expiration Date of the Lease Term (excluding any Extension Terms regarding which Tenant has not yet delivered a
notice exercising the applicable Extension Option prior to the Event of Default), over the present value of any net amounts that Landlord
can reasonably expect to recover by reletting the Property for such period, taking into consideration the availability of acceptable
tenants and other market conditions affecting leasing. Such present values will be calculated
at a discount rate of the lesser of (i) a rate equal to the U.S. Prime Rate as published in the Wall Street Journal’s Money
Rates page, plus 1.75%, or (ii) five percent (5%) per annum;


 




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(g)
to recover from Tenant all Costs paid or incurred by Landlord as a result of such breach, regardless of whether or not legal proceedings
are actually commenced;


 


(h)
to immediately or at any time thereafter, and with or without notice, at Landlord’s sole option
but without any obligation to do so, correct such breach or default and charge Tenant all Costs incurred by Landlord therein. Any sum
or sums so paid by Landlord, together with interest at the Default Rate, shall be deemed to be a Monetary Obligation hereunder (and not
Rental) and shall be immediately due from Tenant to Landlord. Any such acts by Landlord in correcting Tenant’s breaches or defaults
hereunder shall not be deemed to cure said breaches or defaults or constitute any waiver of Landlord’s right to exercise any or
all remedies set forth herein;


 


(i)
to immediately or at any time thereafter, and with or without notice, except as required herein, set off any money of Tenant held by
Landlord under this Lease or any other Transaction Document or any Other Agreement against any sum owing by Tenant hereunder;


 


(j)
intentionally deleted;


 


(k)
without limiting the generality of the foregoing or limiting in any way the rights of Landlord under this Lease or otherwise under applicable
Laws, at any time after the occurrence, and during the continuance, of an Event of Default, Landlord shall be entitled to apply for and
have a receiver appointed under applicable Law by a court of competent jurisdiction in any action taken by Landlord to enforce its rights
and remedies hereunder in order to protect and preserve Landlord’s interest under this Lease or in the Property, any Existing Personalty
and the Personalty, and in connection therewith, TENANT HEREBY IRREVOCABLY CONSENTS TO AND WAIVES ANY RIGHT TO OBJECT TO OR OTHERWISE
CONTEST THE APPOINTMENT OF A RECEIVER AFTER THE OCCURRENCE, AND DURING THE CONTINUANCE, OF AN EVENT OF DEFAULT; and/or


 


(I)
to seek any equitable relief available to Landlord, including, without limitation, the right of specific performance.


 


Section
13.03 Cumulative Remedies. All powers and remedies given by Section 13.02 to Landlord, subject to applicable Law, shall be cumulative
and not exclusive of one another or of any other right or remedy or of any other powers and remedies available to Landlord under this
Lease, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements of Tenant contained
in this Lease, and no delay or omission of Landlord to exercise any right or power accruing upon the occurrence of any Event of Default
shall impair any other or subsequent Event of Default or impair any rights or remedies consequent thereto. Every power and remedy given
by this Section or by Law to Landlord may be exercised from time to time, and as often as may be deemed expedient, by Landlord, subject
at all times to Landlord’s right in its sole judgment to discontinue any work commenced by Landlord or change any course of action
undertaken by Landlord.


 


Section
13.04 Tenant Waiver. Tenant hereby expressly waives, for self and all Persons claiming by, through and under Tenant, including creditors
of all kinds,


 


(a)
any right and privilege which Tenant has under any present or future Legal Requirements to redeem the Property or to have a continuance
of this Lease for the Lease Term after termination of Tenant’s right of occupancy by order or judgment of any court or by any legal
process or writ, or under the terms of this Lease;


 




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(b)
the benefits of any present or future Legal Requirement that exempts property from liability for debt or for distress for rent;


 


(c)
any present or future Legal Requirement relating to notice or delay in levy of execution in case of eviction of a tenant for nonpayment
of rent; and


 


(d)
any benefits and lien rights which may arise pursuant to any present or future Legal Requirement.


 


Section
13.05 Landlord Default. In the event of any default by Landlord, Tenant’s exclusive remedy shall be an action for damages (Tenant
hereby waiving the benefit of any laws granting it a lien upon the property of Landlord and/or upon rent due Landlord), but prior to
any such action Tenant will give Landlord written notice specifying such default with particularity, and Landlord shall thereupon have
thirty (30) days (or such additional time as may be reasonably required) in which to cure any default. Tenant acknowledges and agrees
that Tenant has experience in financial and business matters that enables Tenant to analyze the merits and risks of the transactions
contemplated hereby and that Tenant is not in a disparate bargaining position with respect to Landlord. Tenant hereby knowingly, voluntarily
and intentionally waives and releases any and all rights, benefits and remedies Tenant may have against Landlord, now or at any time
hereafter, to seek or otherwise obtain any consequential, special, punitive, exemplary or other similar damages and Tenant hereby waives
any right to seek payment or reimbursement of such damages from Landlord. All obligations of Landlord hereunder will be construed as
covenants, not conditions; and all such obligations will be binding upon Landlord only during the period of its possession of the Property
and not thereafter.


 


ARTICLE
XIV


 


MORTGAGE,
SUBORDINATION AND ATTORNNIENT


 


Section
14.01 No Liens. Landlord’s interest in this Lease and/or the Property shall not be subordinate to any liens or encumbrances
placed upon the Property by or resulting from any act of Tenant, and nothing herein contained shall be construed to require such subordination
by Landlord. NOTICE IS HEREBY GIVEN THAT TENANT IS NOT AUTHORIZED TO PLACE OR ALLOW TO BE PLACED ANY LIEN, MORTGAGE, DEED OF TRUST, DEED
TO SECURE DEBT, SECURITY INTEREST OR ENCUMBRANCE OF ANY KIND UPON ALL OR ANY PART OF THE PROPERTY OR TENANT’S LEASEHOLD INTEREST
THEREIN, AND ANY SUCH PURPORTED TRANSACTION SHALL BE VOID.


 


Section
14.02 Subordination. This Lease at all times shall automatically be subordinate to the lien of any and all Mortgages now or hereafter
placed upon the Property by Landlord so long as the mortgagee agrees in an enforceable instrument (that is, an instrument that may be
enforceable by Tenant, its successors or assigns) not to interfere with or disturb Tenant’s use of or access to the Property so
long as no Event of Default shall have occurred and be continuing. Tenant covenants and agrees to execute and deliver within fifteen
(15) days following Landlord’s written demand a commercially reasonable Subordination Non-Disturbance and Attornment Agreement
subordinating this Lease to the lien of any or all present or future Mortgages as shall be desired by Landlord, upon the condition that
Tenant shall have the right to remain in possession of the Property under the terms of this Lease, notwithstanding any default in any
or all such Mortgages, or after the foreclosure of any such Mortgages, so long as no Event of Default shall have occurred and be continuing.


 




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Section
14.03 Election To Declare Lease Superior. If any mortgagee, receiver or other secured party elects to have this Lease, and the interest
of Tenant hereunder, be superior to any Mortgage and evidences such election by notice given to Tenant, then this Lease and the interest
of Tenant hereunder shall be deemed superior to any such Mortgage, whether this Lease was executed before or after such Mortgage and
in that event such mortgagee, receiver or other secured party shall have the same rights with respect to this Lease as if it had been
executed and delivered prior to the execution and delivery of such Mortgage and had been assigned to such mortgagee, receiver or other
secured party.


 


Section
14.04 Attornment. In the event any purchaser or assignee of any Lender at a foreclosure sale acquires title to the Property, or in
the event that any Lender or any purchaser or assignee otherwise succeeds to the rights of Landlord as landlord under this Lease, Tenant
shall attorn to Lender or such purchaser or assignee, as the case may be (a “Successor Landlord”), and recognize the
Successor Landlord as lessor under this Lease, and, subject to the provisions of this ARTICLE XIV, this Lease shall continue in full
force and effect as a direct lease between the Successor Landlord and Tenant, provided that the Successor Landlord shall only be liable
for any obligations of Landlord under this Lease which accrue after the date that such Successor Landlord acquires title. The foregoing
provision shall be self-operative and effective without the execution of any further instruments.


 


Section
14.05 Execution of Additional Documents. Although the provisions in this ARTICLE XIV shall be self-operative and no future instrument
of subordination shall be required, upon request by Landlord, Tenant shall execute and deliver whatever instruments may be reasonably
required for such purposes.


 


Section
14.06 Notice to Lender. Tenant shall give written notice to any Lender having a recorded lien upon the Property or any part thereof
of which Tenant has been notified of any breach or default by Landlord of any of its obligations under this Lease and give such Lender
at least sixty (60) days beyond any notice period to which Landlord might be entitled to cure such default before Tenant may exercise
any remedy with respect thereto.


 


ARTICLE
XV

ASSIGNMENT


 


Section
15.01 Assignment by Landlord. As a material inducement to Landlord’s willingness to enter into the transactions contemplated
by this Lease (the “Transaction”) and the other Transaction Documents, Tenant hereby agrees that Landlord may, from
time to time and at any time and without the consent of Tenant, engage in all or any combination of the following, or enter into agreements
in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other
Laws:


 


(a)
the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion
of the Property, this Lease or any other Transaction Document, Landlord’s right, title and interest in this Lease or any other
Transaction Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or


 


(b)
a Securitization and related transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Landlord,
in its sole discretion, may assign this Lease or any interest herein to another Person (including, without limitation, a taxable REIT
subsidiary) in order to maintain Landlord’s or any of its Affiliates’ status as a REIT. In the event of any such sale or
assignment other than a security assignment, Tenant shall attorn to such purchaser or assignee
(so long as Landlord and such purchaser or assignee notify Tenant in writing of such transfer and such purchaser or assignee expressly
assumes in writing the obligations of Landlord hereunder from and after the date of such assignment). At the request of Landlord, Tenant
will execute such documents confirming the sale, assignment or other transfer and such other agreements as Landlord may reasonably request,
provided that the same do not increase the liabilities and obligations of Tenant hereunder. Landlord shall be relieved, from and after
the date of such transfer or conveyance, of liability for the performance of any obligation of Landlord contained herein, except for
obligations or liabilities accrued prior to such assignment or sale.


 




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Section
15.02 No Assignment by Tenant. Tenant acknowledges that Landlord has relied both on the business experience and creditworthiness
of Tenant and upon the particular purposes for which Tenant intends to use the Property in entering into this Lease. Any assignment,
sublease, transfer, conveyance, pledge or mortgage (a) by Tenant, whether voluntary or involuntary, whether by operation of law (for
example, by merger) or otherwise, of any part or all of this Lease, or of any part or all of the leasehold estate created by this this
Lease, or any interest herein, or (b) of any direct or indirect ownership, voting, management or other beneficial interest in Tenant,
whether voluntary or involuntary, whether by operation of law (for example, by merger) or otherwise, is defined in this Agreement as
a “Transfer”. Except for a Transfer to a Permitted Transferee (defined below), no Transfer shall occur without the
prior written consent of Landlord, which consent will not be unreasonably withheld by Landlord with respect to an assignment (but not
a mortgage or pledge) of this Lease in its entirety by Tenant, considering such matters as the experience and financial strength of any
assignee, the assumption by any assignee of all of Tenant’s obligations hereunder by undertakings enforceable by Landlord, and
the transfer to or procurement by the proposed assignee of all necessary licenses and franchises in order to continue operating the Property
for the purposes herein provided, so long as Landlord is given at least thirty (30) days prior written notice of such assignment accompanied
by information about the proposed assignee (including financial statements of the proposed assignee and its direct and indirect equity
owners and a complete ownership chart showing the identity of the proposed assignee and each and every holder of a direct and indirect
ownership interest in such entity), and provided further that at the time of such assignment no Event of Default (assuming with the giving
of notice or the passage of time) will occur and be continuing. At the time of any assignment of this Lease which is approved in writing
by Landlord, the assignee shall assume all of the obligations of Tenant under this Lease pursuant to a written assumption agreement in
form and substance reasonably acceptable to Landlord (an “Assumption Agreement”). Such assignment of this Lease shall
not relieve Tenant of its obligations respecting this Lease unless otherwise agreed to by Landlord. Any transfer, mortgage, assignment
or pledge of this Lease by Tenant without Landlord’s required prior written consent shall be voidable at the sole option of Landlord.
Any consent to any Transfer shall not be deemed to be a consent to any subsequent Transfer.


 


Notwithstanding
anything contained in this Section 15.02 to the contrary, Tenant may, without Landlord’s consent (subject to the terms herein),
Transfer this Lease or sublet all or a part of the Property to an entity into or with which Tenant is sold, merged or consolidated or
to a person or entity to which all or substantially all of Tenant’s assets are sold or otherwise transferred, provided that such
sale, merger, consolidation, transfer or sale of assets is for a valid business purpose and not principally for the purpose of transferring
the leasehold estate created hereby and/or avoiding the requirements of this Section 15.02, and provided further, that in any
such Transfer: (i) the successor to Tenant has revenues, tangible net worth and EBITDA computed in accordance with generally accepted
accounting principles consistently applied at least or greater than the revenue, tangible net worth, and EBITDA (respectively) of Tenant,
as of the Effective Date (a “Permitted Transferee”); (ii) the use of the Property for the use permitted hereby shall remain
unchanged following any such sale, merger, consolidation or transfer of assets; and (iii) such Permitted Transferee assumes, in writing,
all of Tenant’s obligations in this Lease pursuant to an Assumption Agreement. At least ten (10) days prior to any Transfer to
a Permitted Transferee, Tenant shall provide written notice of such transaction to Landlord (which notice shall contain information sufficient
enough for Landlord to determine whether or not such Transfer satisfies the requirements of this Section 15.02), together with
a copy of the transfer document and the contact information for the Permitted Transferee. No Transfer to a Permitted Transferee shall
release Tenant from its obligations under this Lease.


 




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Section
15.03 No Sale of Assets. Except as set forth in Section 15.02, Tenant shall not, without the prior written consent of Landlord, sell
all or substantially all of Tenant’s assets. Any sale of Tenant’s assets in violation of this Section 15.03, shall be voidable
at the sole option of Landlord. Any consent to a sale of Tenant’s assets given by Landlord hereunder shall not be deemed a consent
to any subsequent sale of Tenant’s assets.


 


Section
15.05 No Subletting.


 


(a)
Tenant shall not sublet the Property without the prior written consent of Landlord, which may be withheld by Landlord in its sole discretion
and any such purported subletting shall be void, and any sublease shall be included in the definition of a “Transfer”.


 


(b)
As security for performance of its obligations under this Lease, Tenant hereby grants, conveys
and assigns to Landlord all right, title and interest of Tenant in and to all subleases (the “Subleases”) now in existence
or hereinafter entered into for the Property and any and all extensions, modifications and renewals thereof and all rents, issues and
profits therefrom. Landlord hereby grants to Tenant a license to collect and enjoy all rents and other sums of money payable under any
Sublease of the Property, provided, however, that Landlord shall have the absolute right at any time during the continuance of
an Event of Default upon notice to Tenant and any subtenants to revoke said license and to collect such rents and sums of money and to
apply the same to installments of Base Monthly Rental next due and owing. Tenant shall not accept any rents under any Sublease more than
thirty (30) days in advance of the accrual thereof nor permit anything to be done, the doing of which, nor omit or refrain from doing
anything, the omission of which, will or could be a breach of or default in the terms of any of the Subleases. This Section shall NOT
constitute any agreement by Landlord to permit Tenant to enter into Subleases without Landlord’s consent.


 


(c)
Each Sublease of the Property which is consented to by Landlord shall be subject and subordinate to the provisions of this Lease. No
assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in
full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made.
No assignment or sublease shall impose any additional obligations on Landlord under this Lease.


 


(d)
Tenant shall, within ten (10) days after the execution and delivery of any assignment or sublease consented to by Landlord, deliver a
duplicate original copy thereof to Landlord.


 


ARTICLE
XVI

NOTICES


 


Section
16.01 Notices. All notices, demands, designations, certificates, requests, offers, consents, approvals, appointments and other instruments
given pursuant to this Lease shall be in writing and given by any one of the following:


 


(a)
hand delivery;


 




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(b)
express overnight delivery service;


 


(c)
certified or registered mail, return receipt requested; or


 


(d)
facsimile or E-Mail transmission,



 


and
shall be deemed to have been delivered upon:


 


(i)
receipt, if hand delivered;


 


(ii)
the next Business Day, if delivered by a reputable express overnight delivery service;


 


(iii)
the third (3rd) Business Day following the day of deposit of such notice with the United States Postal Service, if sent by
certified or registered mail, return receipt requested; or


 


(iv)
transmission, if delivered by facsimile or E-Mail transmission.


 


Notices
shall be provided to the parties and addresses (or electronic mail addresses) specified below:


 


 


	 	if
    to Tenant: 	Stryve
    Foods, LLC
	 	 	5801
    Tennyson Parkway Suite 275
	 	 	Plano,
    Texas 75024
	 	 	Attention:
    Alex Hawkins / COO
	 	with
    a copy to: 	Stryve
    Foods, LLC
	 	 	5801
    Tennyson Parkway I Suite 275
	 	 	Plano,
    Texas 75024
	 	 	Attention:
    Austin Ke / VP of Legal Affairs
	 	if
    to Landlord: 	OK
    Biltong Facility, LLC
	 	 	1
    Abbey Woods Lane 
	 	 	Dallas,
    Texas 75248 
	 	 	Attention:
    Ted Casey 
	 	 	 
	 	with
    a copy to:	David
    Stubblefield
	 	 	709B
    West Rusk #520
	 	 	Rockwall,
    Texas 75087


 


or
to such other address or such other person as either party may from time to time hereafter specify to the other party in a notice delivered
in the manner provided above.


 




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ARTICLE
XVII


 


LANDLORD’S
LIEN / SECURITY INTEREST


 


Section
17.01 Landlord’s Lien and Security Interest. Tenant agrees that Landlord shall have a landlord’s lien, and additionally
hereby separately grants to Landlord a first and prior security interest, in, on and against all personal property, appliances, furniture
and equipment of Tenant from time to time situated on or used in connection with the Property (the “Personalty”),
which lien and security interest shall secure the payment of all Rental and other Monetary Obligations payable by Tenant to Landlord
under the terms hereof and all other obligations of Tenant to Landlord under this Lease. Tenant agrees that Landlord may file such documents
as Landlord then deems appropriate or necessary to perfect and maintain said lien and security interest, and expressly acknowledges and
agrees that, in addition to any and all other rights and remedies of Landlord whether hereunder or at law or in equity, if an Event of
Default of Tenant occurs hereunder, Landlord shall have any and all rights and remedies granted a secured party under the Uniform Commercial
Code then in effect in the state where the Property is located. Tenant covenants to promptly notify Landlord of any changes in Tenant’s
name and/or organizational structure which may necessitate the execution and filing of additional financing statements; provided,
however, the foregoing shall not be construed as Landlord’s consent to such changes.


 


Landlord
agrees to subordinate, pursuant to the Landlord’s Subordination and Consent (defined below), the foregoing lien as well as any
statutory or common law landlord’s lien of Landlord in the Personalty, if any, to any lien or security interest that Tenant’s
lender may have against or in the Personalty. Landlord agrees to execute and Tenant shall execute and cause Tenant’s lender to
execute such documents as Landlord, Tenant or Tenant’s lender may reasonably require to evidence such subordination (the “Landlord’s
Subordination and Consent”), provided that the form and substance of any such agreement is reasonably satisfactory to Landlord
and Tenant’s lender, and Tenant promptly reimburses Landlord for all reasonable out-of-pocket costs and expenses incurred by Landlord
in connection with negotiating such Landlord’s Subordination and Consent, including, without limitation, reasonable attorneys’
fees.


 


ARTICLE
XVIII

MISCELLANEOUS


 


Section
18.01 Force Majeure. Any prevention, delay or stoppage due to strikes, lockouts, acts of God, acts of war, terrorist acts, civil
commotion, fire or other casualty, emergency orders of government officials, pandemics, epidemics, or any other factor or event beyond
a party’s control (each, a “Force Majeure Event”) shall excuse the performance by such party for a period equal
to any such prevention, delay or stoppage, expressly excluding, however, the obligations imposed upon Tenant with respect to: (i) Rental
and other Monetary Obligations to be paid hereunder, (ii) Tenant’s obligation to surrender the Property upon the expiration or
earlier termination of this Lease; (iii) Tenant’s obligation to comply with applicable Laws, if the force majeure event is considered
a defense by the applicable Governmental Authority, and (iv) Tenant’s obligation to timely provide written notice of its desire
to extend the Lease Term pursuant to Section 4.02.


 


Section
18.02 No Merger. There shall be no merger of this Lease nor of the leasehold estate created by this Lease with the fee estate in
or ownership of the Property by reason of the fact that the same person, corporation, firm or other entity may acquire or hold or own,
directly or indirectly:


 


(a)
this Lease or the leasehold estate created by this Lease or any interest in this Lease or in such leasehold estate, and


 




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(b)
the fee estate or ownership of the Property or any interest in such fee estate or ownership. No such merger shall occur unless and until
all persons, corporations, firms and other entities having any interest in (i) this Lease or the leasehold estate created by this Lease;
and (ii) the fee estate in or ownership of the Property or any part thereof sought to be merged shall join in a written instrument effecting
such merger and shall duly record the same.


 


Section
18.03 Interpretation. Landlord and Tenant acknowledge and warrant to each other that each has been represented by independent counsel
and has executed this Lease after being fully advised by said counsel as to its effect and significance. This Lease shall be interpreted
and construed in a fair and impartial manner without regard to such factors as the party which prepared the instrument, the relative
bargaining powers of the parties or the domicile of any party. Whenever in this Lease any words of obligation or duty are used, such
words or expressions shall have the same force and effect as though made in the form of a covenant.


 


Section
18.04 Characterization. The following expressions of intent, representations, warranties, covenants, agreements, stipulations and
waivers are a material inducement to Landlord entering into this Lease:


 


(a)
Landlord and Tenant intend that: (i) this Lease is a “true lease,” is not a financing lease, capital lease, mortgage, equitable
mortgage, deed of trust, trust agreement, security agreement or other financing or trust arrangement, and the economic realities of this
Lease are those of a true lease; and (ii) the business relationship created by this Lease and any related documents is solely that of
a long term commercial lease between Landlord and Tenant, the Lease has been entered into by both parties in reliance upon the economic
and legal bargains contained herein, and none of the agreements contained herein is intended, nor shall the same be deemed or construed,
to create a partnership (de facto or de jttre) between Landlord and Tenant, to make them joint venturers, to make Tenant
an agent, legal representative, partner, subsidiary or employee of Landlord, nor to make Landlord in any way responsible for the debts,
obligations or losses of Tenant.


 


(b)
Landlord and Tenant covenant and agree that: (i) each will treat this Lease as an operating lease pursuant to Statement of Financial
Accounting Standards No. 13, as amended, and as a true lease for state law reporting purposes and for federal income tax purposes; (ii)
each party will not, nor will it permit any Affiliate to, at any time, take any action or fail to take any action with respect to the
preparation or filing of any statement or disclosure to Governmental Authority, including, without limitation, any income tax return
(including an amended income tax return), to the extent that such action or such failure to take action would be inconsistent with the
intention of the parties expressed in this Section 18.04; (iii) with respect to the Property, the Lease Term (including any Extension
Term) is less than eighty percent (80%) of the estimated remaining economic life of the Property; and (iv) the Base Annual Rental is
the fair market value for the use of the Property and was agreed to by Landlord and Tenant on that basis, and the execution and delivery
of, and the performance by Tenant of its obligations under, this Lease do not constitute a transfer of all or any part of the Property.


 


(c)
Tenant waives any claim or defense based upon the characterization of this Lease as anything other than a true lease of the Property.
Tenant stipulates and agrees: (i) not to challenge the validity, enforceability or characterization of the lease of the Property as a
true lease; and (ii) not to assert or take or omit to take any action inconsistent with the agreements and understandings set forth in
this Section 18.04.


 




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(d)
Tenant acknowledges that fee simple title (both legal and equitable) is in Landlord and that Tenant has only the leasehold right of possession
and use of the Property as provided herein.


 


Section
18.05 Disclosure, The parties agree that, notwithstanding any provision contained in this Lease, any party (and each employee, representative
or other agent of any party) may disclose to any and all persons, without limitation of any kind, any matter required under the Securities
Act or the Exchange Act.


 


Section
18.06 Bankruptcy. As a material inducement to Landlord executing this Lease, Tenant acknowledges and agrees that Landlord is relying
upon


 


(a)
the financial condition and specific operating experience of Tenant and Tenant’s obligation to use the Property as a Permitted
Facility;


 


(b)
Tenant’s timely performance of all of its obligations under this Lease notwithstanding
the entry of an order for relief under the Bankruptcy Code for Tenant; and


 


(c)
all defaults under this Lease being cured promptly and this Lease being assumed within sixty (60) days of any order for relief entered
under the Bankruptcy Code for Tenant, or this Lease being rejected within such sixty (60) day period and the Property surrendered to
Landlord. Accordingly, in consideration of the mutual covenants contained in this Lease and for other good and valuable consideration,
Tenant hereby agrees that:


 


all
obligations that accrue under this Lease (including the obligation to pay Rentals), from and after an Insolvency Event shall be timely
performed exactly as provided in this Lease and any failure to so perform shall be harmful and prejudicial to Landlord;


 


any
and all Rentals that accrue from and after an Insolvency Event and that are not paid as required by this Lease shall, in the amount of
such Rentals, constitute administrative expense claims allowable under the Bankruptcy Code with priority of payment at least equal to
that of any other actual and necessary expenses incurred after an Insolvency Event;


 


(iii)
any extension of the time period within which Tenant may assume or reject this Lease without an obligation to cause all obligations under
this Lease to be performed as and when required under this Lease shall be harmful and prejudicial to Landlord;


 


(iv)
any time period designated as the period within which Tenant must cure all defaults and compensate Landlord for all pecuniary losses
which extends beyond the date of assumption of this Lease shall be harmful and prejudicial to Landlord;


 


(v)
any assignment of this Lease must result in all terms and conditions of this Lease being assumed
by the assignee without alteration or amendment, and any assignment which results in an amendment or alteration of the terms and conditions
of this Lease without the express written consent of Landlord shall be harmful and prejudicial to Landlord;


 




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(vi)
any proposed assignment of this Lease shall be harmful and prejudicial to Landlord if made to an assignee:


 


(A)
that does not possess financial condition adequate to operate a Permitted Facility upon the Property or operating performance and experience
characteristics satisfactory to Landlord equal to or better than the financial condition, operating performance and experience of Tenant
as of the Effective Date; or


 


(B)
that does not provide guarantors of the lease obligations with financial condition equal to or better than the financial condition of
the Guarantor as of the Effective Date; and


 


(vii)
the rejection (or deemed rejection) of this Lease for any reason whatsoever shall constitute cause for immediate relief from the automatic
stay provisions of the Bankruptcy Code, and Tenant stipulates that such automatic stay shall be lifted immediately and possession of
the Property will be delivered to Landlord immediately without the necessity of any further action by Landlord. No provision of this
Lease shall be deemed a waiver of Landlord’s rights or remedies under the Bankruptcy Code or applicable Law to oppose any assumption
and/or assignment of this Lease, to require timely performance of Tenant’s obligations under this Lease, or to regain possession
of the Property as a result of the failure of Tenant to comply with the terms and conditions of this Lease or the Bankruptcy Code. Notwithstanding
anything in this Lease to the contrary, all amounts payable by Tenant to or on behalf of Landlord under this Lease, whether or not expressly
denominated as such, shall constitute “rent” for the purposes of the Bankruptcy Code. For purposes of this Section addressing
the rights and obligations of Landlord and Tenant upon an Insolvency Event, the term “Tenant” shall include Tenant’s
successor in bankruptcy, whether a trustee, Tenant as debtor in possession or other responsible person.


 


Section
18.07 Attorneys’ Fees. In the event of any judicial or other adversarial proceeding concerning this Lease, to the extent permitted
by Law, the prevailing party in such proceeding shall be entitled to recover all of its reasonable attorneys’ fees and other Costs
in addition to any other relief to which it may be entitled. In addition, Landlord shall, upon demand, be entitled to all attorneys’
fees and all other Costs incurred in the preparation and service of any notice or demand hereunder, whether or not a legal action is
subsequently commenced.


 


Section
18.08 Memorandum of Lease. Concurrently with the execution of this Lease, Landlord and Tenant are executing Landlord’s standard
form memorandum of lease in recordable form, indicating the names and addresses of Landlord and Tenant, a description of the Property,
the Lease Term, but omitting Rentals and such other terms of this Lease as Landlord may not desire to disclose to the public. Further,
upon Landlord’s request, Tenant agrees to execute and acknowledge a termination of lease and/or quitclaim deed in recordable form
to be held by Landlord until the expiration or sooner termination of the Lease Term; provided, however, if Tenant shall fail or
refuse to sign such a document in accordance with the provisions of this Section within ten (10) days following a request by Landlord,
Tenant irrevocably constitutes and appoints Landlord as its attorney in fact to execute and record such document, it being stipulated
that such power of attorney is coupled with an interest and is irrevocable and binding.


 


Section
18.09 No Brokerage. Landlord and Tenant represent and warrant to each other that they have had no conversation or negotiations with
any broker concerning the leasing of the Property. Each of Landlord and Tenant agrees to protect, indemnify, save and keep harmless the
other, against and from all liabilities, claims, losses, Costs, damages and expenses, including attorneys’ fees, arising out of,
resulting from or in connection with their breach of the foregoing warranty and representation.


 




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Section
18.10 Waiver of Jury Trial and Certain Damages. LANDLORD AND TENANT HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT
EITHER MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY AND ALL ISSUES PRESENTED IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT
BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER OR ITS SUCCESSORS WITH RESPECT TO ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS
LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT’S USE OR OCCUPANCY OF THE PROPERTY, AND/OR ANY CLAIM FOR INJURY OR DAMAGE,
OR ANY EMERGENCY OR STATUTORY REMEDY. THIS WAIVER BY THE PARTIES HERETO OF ANY RIGHT EITHER MAY HAVE TO A TRIAL BY JURY HAS BEEN NEGOTIATED
AND IS AN ESSENTIAL ASPECT OF THEIR BARGAIN. FURTHERMORE, LANDLORD AND TENANT HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE
RIGHT EITHER MAY HAVE TO SEEK PUNITIVE, CONSEQUENTIAL, SPECIAL AND/OR INDIRECT DAMAGES FROM THE OTHER PARTY AND ANY OF THE AFFILIATES,
OFFICERS, DIRECTORS, MEMBERS, MANAGERS OR EMPLOYEES OF SUCH OTHER PARTY OR ANY OF THEIR SUCCESSORS WITH RESPECT TO ANY AND ALL ISSUES
PRESENTED IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT WITH RESPECT TO ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS
LEASE OR ANY DOCUMENT CONTEMPLATED HEREIN OR RELATED HERETO. THE WAIVER BY TENANT OR LANDLORD OF ANY RIGHT IT MAY HAVE TO SEEK PUNITIVE,
CONSEQUENTIAL, SPECIAL AND/OR INDIRECT DAMAGES HAS BEEN NEGOTIATED BY THE PARTIES HERETO AND IS AN ESSENTIAL ASPECT OF THEIR BARGAIN.


 


Section
18.11 Securitizations. As a material inducement to Landlord’s willingness to enter into the Transactions contemplated by this
Lease and the other Transaction Documents, Tenant covenants to Landlord for so long as this Lease is in effect as follows:


 


(a)
Tenant agrees to cooperate in good faith with Landlord and Lender in connection with any Securitization of any of the Loan Documents,
or any or all servicing rights with respect thereto, including, without limitation, (X) providing such documents, financial and other
data, and other information and materials (the “Disclosures”) which would typically be required with respect to the
Tenant Entities by a purchaser, transferee, assignee, servicer, participant, investor or rating agency involved with respect to such
Securitization; provided, however, the Tenant Entities shall not be required to make Disclosures of any confidential information
or any information which has not previously been made public unless required by applicable federal or state securities laws; and (Y)
amending the terms of this Lease to the extent necessary so as to satisfy the requirements of purchasers, transferees, assignees, servicers,
participants, investors or selected rating agencies involved in any such Securitization, so long as such amendments would not have a
material adverse effect upon the Tenant Entities or the transactions contemplated by this Lease. Landlord shall be responsible for causing
Lender to prepare at Lender’s expense any documents evidencing the amendments referred to in the preceding subitem (Y); and


 


(b)
Tenant consents to Landlord and Lender providing the Disclosures, as well as any other information
which Landlord and Lender may now have or hereafter acquire with respect to the Property or the financial condition of the Tenant Entities
to each purchaser, transferee, assignee, servicer, participant, investor or rating agency involved with respect to such Securitization.
Tenant shall pay its own attorney fees and other out-of-pocket expenses incurred in connection with the performance of its obligations
under this Section 18.11.


 




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Section
18.12 Tenant’s One-Time Purchase Option.


 


(a)
During the Lease Term, Tenant shall have a one-time right and option to purchase the Property on the terms and conditions set forth in
this Section 18.12. During the Lease Term, Tenant shall have the one-time right to purchase the Property by sending written notice to
Landlord (“Purchase Notice”). If Tenant timely and properly exercises its one-time right to purchase the Property
pursuant to this Section 18.12, then on or before the first business day following the expiration of thirty (30) days after Landlord’s
receipt of the Purchase Notice (the “Closing Date”), and subject to Tenant’s compliance with the terms herein,
Landlord shall convey pursuant to a special or limited warranty deed all of its right, title and interest in and to the Property to Tenant
in exchange for Tenant paying to Landlord in cash or by wire transfer one lump-sum payment in an amount equal to $7,750,000 (the “Purchase
Price”), if Tenant exercises its right to purchase the Property on or before the first anniversary of the Effective Date. After
the first anniversary of the Effective Date, the Purchase Price Tenant will have to pay to Landlord in connection with exercising Tenant’s
one-time right and option to purchase the Property will increase by (i) $250,000 on the first anniversary of the Effective Date and (ii)
after the second anniversary of the Effective Date, $125,000 every six months thereafter; provided, however, in no event will the Purchase
Price ever exceed $9,750,000 during the Initial Term. After the Initial Term, the Purchase Price Tenant will have to pay to Landlord
in connection with exercising Tenant’s one-time right and option to purchase the Property will start at $9,750,000 on the commencement
date of the first Extension Term and increase by $125,000 every six months after the commencement date of the first Extension Term. Landlord’s
sale of the Property to Tenant shall be completely on an AS IS WHERE IS WITH ALL FAULTS basis, and except for the limited warranty on
title to be set forth in the deed, Landlord shall not make any representations or warranties in connection with the sale of the Property.
Provided, however, Landlord and Tenant shall execute and deliver such customary documents as may be required by a title company providing
Tenant with title insurance, including the execution and delivery of an affidavit regarding debts, liens, and parties in possession.
Tenant shall pay any and all costs and expenses incurred in connection with its acquisition of the Property, excluding only Landlord’s
payment (if any) to release any mortgage or deed of trust lien against the Property that was granted by Landlord to its mortgagee.


 


(b)
In addition to the option provided in Section 18.12(a), during the Lease Term, if Landlord shall receive a bona fide offer which Landlord
desires to accept, from a third party to purchase the Property, Landlord shall deliver written notice (the “Offer Notice”)
to Tenant of said bona fide offer and the offer price and terms of sale (including, without limitation, the length of any inspection
period, any restrictions or contingencies, and the proposed closing date). Tenant shall have seven (7) days (the “Acceptance Period”)
after Tenant’s receipt of the Offer Notice to notify Landlord of its election to purchase the Property on the same terms and conditions
contained in the Offer Notice (the “Acceptance Notice”). If Tenant fails to deliver the Acceptance Notice on or before 5:00
p.m. on the last day of the Acceptance Period, Tenant shall be deemed to have waived its right to purchase the Property. Upon Tenant’s
failure to timely provide the Acceptance Notice, Landlord shall have the right to sell the Property within one hundred eighty (180) days
after the expiration of the Acceptance Period. If Landlord fails to sell the Property within the one hundred eighty (180) day period
after the expiration of the Acceptance Period, Landlord shall again be obligated to comply with the terms of this Section 18.12 before
selling the Property.


 


(c)
Upon proper exercise of its right to purchase the Property pursuant to this Section 18.12 (including timely delivery of a Purchase Notice
or Acceptance Notice), Tenant shall thereupon become obligated to purchase the Property pursuant to the terms of this Section 18.12;
provided that Landlord may (but shall not be required to), request by written notice to Tenant that the parties enter into a purchase
and sale agreement memorializing the Purchase Price, the other terms specified in the Offer Notice (if applicable) and other commercially
reasonable terms as may be agreed to by the parties (“PSA”), with the form and substance of such PSA shall be substantially
similar to the Purchase And Sale Agreement. If the parties
have not entered into such PSA within fifteen (15) days after Landlord’s written notice requiring same, then Tenant shall be deemed
to have waived its right to purchase the Property in connection with such Offer Notice. The right granted to Tenant hereunder shall be
personal to the original Tenant, may not be assigned or transferred without Landlord’s prior written consent and shall be rendered
null and void upon any assignment or sublease of any part of Tenant’s interest in the Property and/or this Lease (other than to
an Affiliate of Tenant).


 




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(d)
In the event Tenant delivers the Acceptance Notice to Landlord and the parties do not enter into a PSA, then Tenant shall purchase fee
simple title to the Property for the Purchase Price, on the first (18t) Business Day following the expiration of sixty (60)
days after the date of the Purchase Notice. The closing shall take place at the offices of MBL Title Insurance Company, 1022 E. 15th
Street, Plano, Texas, 75074, Attn.: (or such other place as the parties may agree). The Purchase Price shall be payable in immediately
available funds. Landlord shall convey the Property to Tenant by Special/Limited Warranty Deed (“Deed”) subject to all then
recorded or outstanding easements, restrictive covenants, and other interests in land affecting title to the Property. At closing, Landlord
shall be obligated to execute and/or deliver such documents and/or take such other actions as may be required to consummate the transaction
contemplated herein, including without limitation, delivery of an affidavit regarding debts, liens and parties in possession. Tenant
shall pay any and all costs and expenses incurred in connection with its acquisition of the Property, excluding only Landlord’s
payment (if any) to release any mortgage or deed of trust lien against the Property that was granted by Landlord to its mortgagee and
any income taxes, franchise taxes or other taxes due and owing by Landlord, but including, any stamp taxes, costs of title insurance
or any survey which Tenant may desire. Landlord’s sale of the Property to Tenant shall be completely on an AS IS WHERE IS WITH
ALL FAULTS basis and except for the limited warranty on title to be set forth in the Deed, Landlord shall not make any representations
or warranties whatsoever in connection with the sale of the Property.


 


(e)
It shall be a condition precedent to the right of Tenant
to exercise the right of the purchase option under Section 18.12(a) or the right of first offer provided under Section 18.12(b), that
this Lease be in full force and effect. In the event that any Rental or other Monetary Obligation due under this Lease is not paid as
of the closing of Tenant’s purchase of the Property, all such amounts which are then due and owing shall be added to the Purchase
Price. If Landlord elects to terminate this Lease after Tenant has tendered a Purchase Notice, such termination shall not be effective
until after the deadline for Tenant to complete the purchase. The right hereunder shall be conditioned upon Tenant’s having made
due and timely exercise thereof as hereinabove provided, time being of the essence with respect thereto.


 


Section
18.13 Time Is of the Essence. Time is of the essence with respect to each and every provision of this Lease.


 


Section
18.14 Waiver and Amendment. No provision of this Lease shall be deemed waived or amended except by a written instrument unambiguously
setting forth the matter waived or amended and signed by the party against which enforcement of such waiver or amendment is sought. Waiver
of any matter shall not be deemed a waiver of the same or any other matter on any future occasion. No acceptance by Landlord of an amount
less than the Rental and other Monetary Obligations stipulated to be due under this Lease shall be deemed to be other than a payment
on account of the earliest such Rental or other Monetary Obligations then due or in arrears nor shall any endorsement or statement on
any check or letter accompanying any such payment be deemed a waiver of Landlord’s right to collect any unpaid amounts or an accord
and satisfaction.


 




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Section
18.15 Successors Bound. Except as otherwise specifically provided herein, the terms, covenants and conditions contained in this Lease
shall bind and inure to the benefit of the respective heirs, successors, executors, administrators and assigns of each of the parties
hereto.


 


Section
18.16 Captions. Captions are used throughout this Lease for convenience of reference only and shall not be considered in any manner
in the construction or interpretation hereof.


 


Section
18.17 Other Documents. Each of the parties agrees to sign such other and further documents as may be necessary or appropriate to
carry out the intentions expressed in this Lease.


 


Section
18.18 Entire Agreement. This Lease and any other instruments or agreements referred to herein, constitute the entire agreement between
the parties with respect to the subject matter hereof; and there are no other representations, warranties or agreements except as herein
provided.


 


Section
18.19 Choice of Law. This Lease shall be governed by, and construed with, the laws of the state in which the Property is located,
without giving effect to any state’s conflict of laws principles.


 


Section
18.20 Counterparts. This Lease may be executed in one or more counterparts, each of which shall be deemed an original.


 


Section
18.21 REIT Protections.


 


(a)
The parties hereto intend that the Rental and other amounts paid by Tenant to Landlord hereunder will qualify as “rents from real
property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto and this Lease shall
be interpreted consistent with this intent.


 


(b)
Notwithstanding anything to the contrary contained in this Lease, Tenant shall not without Landlord’s advance written consent (which
consent shall not be unreasonably withheld) (i) sublet, assign or enter into a management arrangement for the Property on any basis such
that the rental or other amounts to be paid by the subtenant, assignee or manager thereunder would be based, in whole or in part, on
either (x) the income or profits derived by the business activities of the subtenant, assignee or manager or (y) any other formula such
that any portion of any amount received by Landlord may fail to qualify as “rents from real property” within the meaning
of Section 856(d) of the Code, or any similar or successor provision thereto; (ii) sublet, assign or enter into a management arrangement
for the Property to any Person (other than a “taxable REIT subsidiary” (within the meaning of Section 856(1) of the Code)
of Landlord) in which Landlord owns an interest, directly or indirectly (by applying constructive ownership rules set forth in Section
856(d)(5) of the Code); or (iii) sublet, assign or enter into a management arrangement for the Property in any other manner which could
cause any portion of the amounts received by Landlord pursuant to this Lease or any sublease to fail to qualify as “rents from
real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto, or which could
cause any other income of Landlord to fail to qualify as income described in Section 856(c)(2) of the Code. The requirements of this
Section 18.21(6) shall likewise apply to any further subleasing by any sublessee.


 


(c)
Notwithstanding anything to the contrary contained in this Lease, upon request of Landlord, Tenant shall (a) cooperate with Landlord
in good faith and provide such documentation and/or information as may be in Tenant’s possession or under Tenant’s control
and otherwise readily available to Tenant as shall be reasonably requested by Landlord in connection with Landlord’s qualification
as a REIT; and (b) take such reasonable action as may be requested by Landlord from time to time
to ensure that the Rental and other amounts paid by Tenant to Landlord hereunder qualify as “rents from real property” within
the meaning of Sections 856(c) and (d) of the Code and all regulations issued by the U.S. Department of the Treasury thereunder and do
not constitute, without limitation, either (x) amounts the determination of which depends in whole or in part on the income or profits
of any person, within the meaning of Section 856(c)(1)(g) of the Code, or (y) amounts attributable to personal property if; at the beginning
and end of a calendar year, such amounts exceed fifteen percent (15%) of the total Rental and other amounts due hereunder, within the
meaning of Section 856(d)(1)(C) of the Code; provided that this Section 18.21(c) does not (i) increase Tenant’s monetary
obligations under this Lease; (ii) materially and adversely increase Tenant’s nonmonetary obligations under this Lease; or (iii)
materially diminish Tenant’s rights under this Lease.


 


[Remainder
of page intentionally left blank, signature page(s) to follow]


 




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IN WITNESS WHEREOF, Landlord and Tenant have entered into this Lease as
of the date first above written.

 





	WITNESS:	LANDLORD:
	 	 
	 	OK
    BILTONG FACILITY, LLC,
	 	a
    Texas limited liability company
	 	 	 
	/s/
    Austin Ke	By	/s/
    Ted Casey 
	Austin
    Ke	Name	Ted
    Casey
	 	Title	 


 



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	WITNESS:	TENANT:
	 	 
	 	STRYVE
    FOODS, LLC, a Texas limited
	 	liability
    company
	 	 	 
	/s/
    Austin Ke	By	/s/
    R. Alex Hawkins
	Austin
    Ke	Name	R.
    Alex Hawkins
	 	Title	Chief
    Operating Officer


 






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EXHIBITS
AND SCHEDULES


 


Exhibit
A: Legal Description and Street Address of the Property


 




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