Exhibit
10.11


 


LEASE
AGREEMENT


 


PART
I - BASIC LEASE INFORMATION


 


This
Lease Agreement (“Lease”) is made and executed this 1st day of June, 2019, by and between Bridgeway
Development Corporation (“Landlord”) and Lipella Pharmaceuticals
Inc. (“Tenant”).


 


This
Lease consists of the following two parts: Part I which sets forth terms defined in this Lease (and certain obligations under
the Lease) and which is sometimes referred to as the “Basic Lease Information”, and Part II which provides the terms
and conditions of this Lease and which is sometimes referred to as the “Lease Terms and Conditions”. Part I and Part
II collectively, are referred to as this “Lease.” Capitalized terms not otherwise defined in this Part I - Basic Lease
Information shall have the meaning provided in Part II of the Lease.


 


	1.	 	Landlord:	 	Bridgeway
    Development Corporation
	 	 	 	 	 
	2.	 	Tenant:	 	Lipella
    Pharmaceuticals Inc.
	 	 	 	 	 
	3.	 	Permitted
    Use:	 	Light
    Industrial and Assembly
	 	 	 	 	 
	4.	 	Premises:	 	The
    Premises consists of approximately 2,245 square feet, identified as Space 505 located on the fifth floor of the 5 story building
    located at 7800 Susquehanna Street, Pittsburgh PA 15208 along the common access to Dock Door 10, the two existing freight
    elevators, stairwell access, and bathrooms on the fifth floor.
	 	 	 	 	 
	5.	 	5th
    Floor Common Area:	 	Bathrooms,
    elevators, stairwells and common hallway consisting of approximately 3,954 square feet.
	 	 	 	 	 
	6.	 	5th
    Floor Gross Floor Area:	 	23,920
    square feet.
	 	 	 	 	 
	7.	 	5th
    Floor Premises:	 	Approximately
    2,245 square feet as shown on Exhibit “A-1”.
	 	 	 	 	 
	8.	 	5th
    Floor Rentable Area:	 	2,245
    square feet plus Tenant’s prorata share of the 5th Floor Common Area (9.84%) or 445 square feet. Total Rentable Square
    Feet is 2,690 square feet
	 	 	 	 	 
	9.	 	Term:	 	Five
    Years
	 	 	 	 	 
	10.	 	Term
    Commencement:	 	August
    1, 2019
	 	 	 	 	 
	11.	 	Rent
    Commencement:	 	August
    1, 2019



 






     


     


    

 


	12.	 	Term
    Expiration:	 	July
    30, 2024
	 	 	 	 	 
	13.	 	Option
    to Extend Term:	 	One
    five (5) year options
	 	 	 	 	 
	14.	 	Annual
    Rent:	 	Year	1:	$
    23.62 per/s.f. - $ 63,518.13
	 	 	 	 	Year	2:	$
    24.12 per/s.f. - $ 64,862.93
	 	 	 	 	Year	3:	$
    24.62 per/s.f. - $ 66,207.74
	 	 	 	 	Year	4:	$
    25.12 per/s.f. - $ 67,552.55
	 	 	 	 	Year	5:	$
    25.37 per/s.f. - $ 68.224.95
	 	 	 	 	 	 	 
	 	 	 	 	Year	6:	$
    11.00 per/s.f. - $ 29,585.76
	 	 	 	 	Year	7:	$
    11.50 per/s.f. - $ 30,930.57
	 	 	 	 	Year	8:	$
    12.00 per/s.f. - $ 32,275.37
	 	 	 	 	Year	9:	$
    12.50 per/s.f. - $ 33,620.18
	 	 	 	 	Year	10:	$
    13.00 per/s.f. - $ 34,964.99
	 	 	 	 	 	 	 
	15.	 	Monthly
    Base Rent:	 	Year	1:	$
    23.62 per/s.f. - $ 5,293.18
	 	 	 	 	Year	2:	$
    24.12 per/s.f. - $ 5,405.24
	 	 	 	 	Year	3:	$
    24.62 per/s.f. - $ 5,517.31
	 	 	 	 	Year	4:	$
    25.12 per/s.f. - $ 5,629.38
	 	 	 	 	Year	5:	$
    25.37 per/s.f. - $ 5,685.41
	 	 	 	 	 	 	 
	 	 	 	 	Year	6:	$
    11.00 per/s.f. - $ 2,465.48
	 	 	 	 	Year	7:	$
    10.50 per/s.f. - $ 2,577.55
	 	 	 	 	Year	8:	$
    11.00 per/s.f. - $ 2,689.61
	 	 	 	 	Year	9:	$
    12.50 per/s.f. - $ 2,801.68
	 	 	 	 	Year	10:	$
    13.00 per/s.f. - $ 2,913.75
	 	 	 	 	 	 	 
	16.	 	Additional
    Rent:	 	All
    amounts and charges required to be paid by Tenant hereunder (other than Base Rent), including without limitation the Insurance
    requirements as described more particularly in Section 12 and 13 of Part II of this Lease.
	 	 	 	 	 
	17.	 	Rent:	 	Includes
    both Base Rent and Additional Rent to be paid by Tenant
	 	 	 	 	 
	18.	 	Landlord’s
    Address:	 	Bridgeway
    Development Corporation 

707 Grant Street, 19th Floor 

Pittsburgh, PA 15219
	 	 	 	 	 
	19.	 	Tenant’s
    Address:	 	Lipella
    Pharmaceuticals Inc.

    7800 Susquehanna Street, Suite 505

    Pittsburgh PA

    Attn:


 






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IN
WITNESS WHEREOF, and intending to be legally bound, Landlord and Tenant have caused the Part I of the Lease to be signed by their
dully authorized officers and agents under seal, as of the date set forth above.


 


	 	 	 	 	LANDLORD:
	 	 	 	 	 
	 	 	 	 	Bridgeway Development Corporation
	 	 	 	 	 
	 	DATE: 	6/5/19	 	By:	/s/ Mark Peterson
	 	 	 	 	Name:  Mark Peterson
	 	 	 	 	Title:    President
	 	 	 	 	 
	 	 	 	 	TENANT:
	 	 	 	 	Lipella Pharmaceuticals Inc.
	 	 	 	 	 	 
	 	DATE: 	6/1/2019	 	By:	/s/ Jonathan Kaufman
	 	 	 	 	Name:  Jonathan Kaufman
	 	 	 	 	Title:    CEO


 






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LEASE
AGREEMENT


 


PART
II - LEASE TERMS AND CONDITIONS


 


1.             LEASE
OF PREMISES. Landlord hereby leases to Tenant, and Tenant accepts such lease from Landlord, under the terms and conditions
set forth in this Lease, the Premises which are identified in the Basic Lease Information.


 


2.             CONDITION
OF PREMISES. The Premises shall be delivered by Landlord to Tenant, and Tenant hereby accepts the Premises, in an “AS-IS”
“WHERE IS” condition and acknowledges that Landlord has no obligation to alter, improve, decorate or otherwise prepare
the Premises for Tenant’s occupancy. Tenant acknowledges that neither Landlord nor any agents of Landlord, have made any
representations, warranties or covenants or either express or implied, with respect to the Premises or the condition thereof except
the Landlord improvements described in Section 7.


 


3.             TERM.
Tenant shall have and hold the Premises for the Term set forth in Basic Lease Information, beginning on the Commencement Date
and ending at 11:59 p.m. on the Expiration Date, both as specified in the Basic Lease Information. If the Term shall commence
or expire on a day which is other than the first day of a calendar month, Rent (as hereafter defined) for such month shall be
pro-rated based on a thirty (30) day month.


 


		4.	SECURITY
                                         DEPOSIT:
                                         Intentionally Deleted



 


		5.	RENT.



 


5.1          Base
Rent. The annual base rent (“Base Rent”) for the Premises shall be as set forth in the Basic Lease Information.
Tenant shall pay Base Rent in the monthly installments set forth in the Basic Lease Information, in advance, on the first day
of each calendar month during the Term; provided, however, that Base Rent for the first month of the Term shall be paid upon the
signing of this Lease.


 


5.2          Additional
Rent. In addition to Base Rent, Tenant shall pay all sums of money or other charges required to be paid by Tenant under
this Lease as additional rent (“Additional Rent”), whether or not same are expressly designated in this Lease as Additional
Rent. All Additional Rent shall be due and payable with each monthly installment of Base Rent unless otherwise provided herein.


 


5.3          Manner
of Payment. Base Rent and Additional Rent (together, “Rent”) payable under this Lease shall be paid in
lawful money of the United States of America without prior notice or demand therefore, and without deduction, defense, counterclaim,
setoff or abatement whatsoever. Rent shall be paid to Landlord at the address designated for Rent in the Basic Lease Information
or such other address as Landlord may notify Tenant in accordance with the procedure for notice set forth in this Lease.


 






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5.4          Interest
on Delinquent Payments. If any payment of Rent is not paid within ten (10) business days of its due date, Tenant shall
pay interest on such delinquent payment, from the original due date of such delinquent payment until paid in full, at an interest
rate (“Interest Rate”) equal to the lesser of (a) five percent (5%) per month, or (b) the maximum rate permitted by
applicable law, until such amounts are paid in full. This Section shall not relieve Tenant from its obligation to pay Rent at
the times and in the manners herein specified. Acceptance by Landlord of interest shall not constitute a waiver of Tenant’s
default with respect to said delinquent payment, nor prevent Landlord from exercising any other rights or remedies available to
Landlord. Interest at the Interest Rate also shall accrue on any judgment obtained in connection with enforcement of this Lease.


 


		6.	TAXES,
                                         UTILITY CHARGES AND OTHER RESPONSIBILITIES.



 


		6.1	Intentionally
                                         Deleted



 


6.2          Utility
Charges.         Electric service to the Premises is separately metered. Tenant shall contract with Duquesne Light Company
for electric service. Tenant shall contract for telephone and internet services directly with Verizon. Gas, water and sewage is
paid by the Landlord.


 


6.3          Availability
of Utilities and Services. Landlord represents that Landlord will make available at Landlord’s expense electric,
gas, telephone, water and sanitary sewage service at the Leased Premises on or prior to commencement of the Lease. Tenant acknowledges
that Landlord is not responsible to Tenant for any disruption or inadequacy of utilities services during the Term except to the
extent caused solely by the gross negligence or wilful misconduct of Landlord, its employees or agents. In this regard, Landlord
does not warrant that any services supplied to the Premises will not be interrupted. Services may be interrupted because of accidents,
repairs, alterations, improvements, or any reason beyond the reasonable control of Landlord. Any such interruption shall not make
Landlord liable to Tenant for damages, nor constitute a constructive eviction or entitle Tenant to a rent abatement unless same
shall have been caused solely by the gross negligence or wilful misconduct of Landlord, its employees or agents.


 


		7.	STRUCTURAL
                                         REPLACEMENTS. MAINTENANCE AND SNOW REMOVAL.



 


a.            Landlord,
at Landlord’s expense, shall perform all replacements and repairs necessary to maintain the roof, load bearing walls, and
the foundation of the building located on the Premises in good condition (“Structural Work”) so long as such Structural
Work is not necessitated by Tenant’s negligence. Landlord shall maintain the parking area and access to the Premises in
good condition and shall be responsible for removal of snow and debris from the parking lot. If an emergency exists, in Tenant’s
reasonable commercial judgment with regard to Structural Work, Tenant is authorized to take such minimal corrective action as
is necessary abate the emergency at Landlord’s expense. Landlord work items are listed on the Project Memo dated September
11, 2017 attached hereto as Exhibit B.


 






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b.            Tenant’s
General Obligations. Subject to the foregoing, Tenant, at Tenant’s expense, shall perform all repairs and maintenance
necessary to maintain the Premises and every part thereof in a good and proper working condition, including without limitation
repairs, maintenance and replacements of windows damaged by Tenant, doors, overhead doors, floors, other structural elements installed
by Tenant, HVAC equipment and systems, waste disposal and plumbing systems and fixtures, telephone and cable service and fixtures,
interior gas and electric service and fixtures, and all other mechanical elements and building systems serving the interior of
the Premises and installed by Tenant as part of Tenant’s build-out of the Premises.


 


c.            Clean
Condition. Tenant, at Tenant’s expense, shall keep the Premises in a clean, sanitary, orderly and safe condition
to the reasonable satisfaction of Landlord and in accordance with any reasonable rules and regulations from time to time in effect
during the Term of this Lease. Tenant shall provide such reasonable pest extermination measures as is necessary to maintain the
Premises free from insects, vermin and any other pests. Landlord shall deliver possession of the Premises in a clean, sanitary,
and safe condition at the time of execution hereof.


 


		8.	ALTERATIONS.



 


8.1          Consent
Required. Except as hereafter provided in Section 8.2 or as required pursuant to Section 7 above, Tenant shall make
no alterations, additions or improvements (“Tenant Alterations”) to the Premises without the consent of Landlord,
which consent shall not be unreasonably withheld. Landlord may impose such reasonable conditions as part of its consent as Landlord
deems appropriate, taking into consideration the nature of the proposed Tenant Alteration, including, without limitation, requiring
Tenant to furnish Landlord with security for the payment of all costs to be incurred in connection with such work, insurance,
and copies of the plans, specification and permits necessary for such work. Landlord has approved initial Tenant Alterations and
these plans and specs have been signed by and between Landlord and Tenant (the “Initial Tenant Alterations”).


 


8.2          Permitted
Tenant Alterations. Landlord’s consent shall not be required for Tenant Alterations (“Permitted Tenant
Alterations”) which satisfy each of the following conditions: (i) do not adversely impact the structural integrity of the
Premises or the systems serving the Premises or their operation, (ii) are not visible from the exterior of the Premises and (iii)
cost $50,000 or less in the aggregate to complete. Tenant shall not be obligated to remove Permitted Tenant Alterations upon the
termination of this Lease, including Initial Tenant Alterations, but shall remove trade fixtures, furniture, shelving and like
items. Tenant is permitted to install temporary signage for way-finding at the building exterior (location mutually agreed to
by Landlord and Tenant) and stairwells. Permanent signage will be installed by Landlord in conjunction with a comprehensive building
signage package. Tenant shall reimburse Landlord for the reasonable cost of permanent Tenant signage.


 


8.3          Initial
Build-Out for Tenant. In addition to those Landlord base building work items specified on Exhibit B that are not covered
within the scope of work of the Build-Out, Landlord agrees to complete, at Landlord’s cost and expense, the full build-out
of the Premises pursuant to plans and specifications agreed to by Landlord and Tenant with a cost not to exceed $165,000 (the
“Build-Out”). The scope of work and the plans and specifications for the Build-Out that have been agreed to be the
Landlord and Tenant are attached hereto and made a part hereof as Exhibit C. Landlord has bid out the construction services and
has retained or shall retain a general contractor to construct the work called for in the plans and specifications (“General
Contractor”). Landlord has entered or shall enter into a guaranteed maximum price construction contract (“Construction
Contract”) with the General Contractor.


 






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In
the event that the Build-Out is not substantially completed by the Rent Commencement Date listed in Part I of this Lease, with
the result that the Premises is not fully available for occupancy and use by Tenant for the Permitted Use provided for in this
Lease, then the Rent Commencement Date shall be delayed and extended until the Build-Out is substantially completed and the Premises
fully available for Tenant’s occupancy and use, and no rent shall be due hereunder until the Rent Commencement Date shall
have been achieved. In such an event, the length of the initial Term hereof and the Expiration Date hereof shall be extended by
one day for every day that the Rent Commencement Date is extended.


 


Tenant
shall be permitted to access the Premises at appropriate times during Landlord’s construction of the Build-Out in order
to concurrently move in, install and connect equipment, perform data and cable wiring and installation, and perform such other
work as may occur without materially interfering with Landlord’s construction of the Build-Out. Landlord shall cause its
contractor(s) to cooperate and coordinate with Tenant regarding performance by Tenant of such work.


 


		9.	GENERAL
                                         CONSTRUCTION/MAINTENANCE PROCEDURES.



 


9.1          Quality
of Performance. All undertakings under Sections 7, 8 and 11 hereof shall be performed in a good and workmanlike manner,
using only materials of at least the same quality and integrity as that being repaired, replaced or altered, and performed and
furnished in compliance with all applicable laws, regulations, ordinances and requirements of all duly constituted authorities
or governmental bodies having jurisdiction over the Premises and of the requirements of any board of underwriters having jurisdiction
thereof.


 


9.2          Prior
Plan Approval. With respect to Structural Work and Tenant Alterations other than the Permitted Tenant Alterations,
no work shall be performed until the plans therefore have been approved by Landlord, which approval shall not be unreasonably
withheld or delayed and shall be deemed approved unless Landlord objects in writing to the proposed plans (stating therein with
reasonable specificity the reasons for Landlord’s objection) within ten (10) business days after delivery to Landlord of
a complete set of the plans therefor. In connection with such approval, Landlord reserves the right to require the filing of a
mechanic’s lien waiver by each contractor performing such Structural Work or Tenant Alterations, or requiring that each
such contractor post a mechanic’s or materialmen’s lien bond, performance and/or completion bond. With respect to
Permitted Tenant Alterations for which a building permit is required, no work shall be performed until Tenant provides notice
to Landlord that Tenant will be undertaking such Permitted Tenant Alteration, which notice describes in reasonable detail the
scope of the Permitted Tenant Alteration. Tenant’s delivery to Landlord of a copy of Tenant’s application for a building
permit shall be deemed to satisfy the foregoing description of the scope of the Permitted Tenant Alteration. Where applicable
given the nature of the Tenant’s Work, Tenant shall provide copies of as-built plans and specifications for all Tenant’s
Work to Landlord within a reasonable time of completion of the Tenant’s Work.


 






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9.3          Contractors.
Each contractor shall carry contractor’s liability insurance which covers Landlord as additional insured, covering bodily
injury in such amounts as may be customary and appropriate for the Tenant’s Work undertaken, as reasonably determined by
Landlord. Tenant shall provide proof of such insurance acceptable to Landlord prior to commencement of any Tenant’s Work
on the Premises.


 


9.4          Mechanic’s
Liens. Tenant shall pay all sums of money due for labor, services, materials, supplies and equipment furnished at Tenant’s
request with respect to the Premises. If a mechanic’s, materialman’s or other lien (or notice of intent to file such
a lien) is filed or recorded against the Premises, or Landlord’s interest in the same, based upon labor, services materials,
supplies equipment or the like ordered, or alleged to have been ordered by Tenant, and said lien constitutes an encumbrance upon
the fee or other title of the Premises, or Landlord’s interest therein, Tenant shall indemnify Landlord or any of Landlord’s
lenders against any mechanics liens from all contractor and Tenant shall cause such lien to be discharged of record within ten
(10) days of filing such lien. If such lien is not discharged within said ten (10) day period, Landlord shall have the right to
cause such discharge by payment to the lienor, deposit of substitute security with a court having jurisdiction, bonding, or such
other means chosen by Landlord; the entire cost of said discharge, including monies paid to the lienor, into court, as security
with a bondsman or otherwise, and costs of effecting same, including the fees of Landlord’s attorney, shall be paid to Landlord
by Tenant upon demand. Tenant shall, upon request, furnish Landlord with contractor’s affidavits, full and final waivers
of right to lien and receipted bills covering all labor and materials expended and used in or about the Demised Premises by or
at the request of Tenant.


 


9.5          Landlord’s
Approval and Review Reimbursement. By approving any request for Tenant’s Work (including the plans therefor),
Landlord does not expressly or implicitly covenant or warrant that the Tenant’s Work or the plans and specifications therefore
are accurate, safe or sufficient, or that the same comply with any applicable laws, ordinances, building codes, zoning requirements
and like regulations, nor shall Landlord’s approval of any contractor be deemed any endorsement of the qualifications of
such contractor. Tenant shall be solely responsible for determining the adequacy and sufficiency of the foregoing and for obtaining
all necessary permits and governmental approvals, including a Certificate of Occupancy upon completion of the Tenant’s Work,
if and when required by the municipality in which the Premises are located. Tenant shall reimburse Landlord for Landlord’s
expenses incurred (including any engineering, architectural or legal fees) in connection with reviewing any request for consent
to Tenant’s Work except Initial Tenant Alterations.


 


		10.	SIGNS
                                         AND APPEARANCE OF PREMISES.



 


Subject
to applicable zoning requirements, Tenant, at its expense, may install and maintain one outside identification sign, which shall
be of an appearance that is mutually acceptable to Landlord and Tenant. Tenant shall obtain at its expense all necessary permits
or governmental approvals for such sign.


 






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		11.	USE
                                         AND COMPLIANCE WITH LAWS.



 


11.1        Permitted
Use. Tenant shall use the Premises only for the Permitted Use set forth in the Basic Lease Information and uses incidental
thereto. Tenant shall not permit the Premises to be used for any illegal purpose or in any manner which would tend to damage any
portion thereof.


 


11.2        Insurance
Risks. Tenant shall not conduct any activity or permit any activity to be conducted or place any equipment in or about
the Premises which would in any way increase the rate of fire insurance or other insurance on the Premises.


 


11.3        Compliance
with Applicable Laws. Tenant shall comply with all applicable laws, regulations, ordinances, and directives of the
Federal Government, state and municipality in which the Premises are located as well as all judicial orders and the requirements
of any Board of Fire Underwriters (or any other body exercising similar functions) as are in effect during the Term of this Lease,
including without limitation, those relating to Hazardous Materials (hereafter defined), those otherwise relating to occupational
safety and health, and the Americans With Disabilities Act of 1990, as amended from time to time, and all regulations or judicial
interpretations of the requirements thereof. Tenant, at Tenant’s sole expense, shall perform any act or obligation arising
from or as is necessary to achieve such compliance except Structural Work. At all times during this Lease, Tenant shall maintain
and comply with all permits, licenses or other authorizations required by any governmental authority or agency for Tenant’s
occupancy or operations at the Premises.


 


		11.4	Hazardous
                                         Materials.



 


a.          Tenant
shall comply with all applicable environmental laws, orders, regulations, ordinances and directives now existing or hereafter
enacted (“Environmental Laws”) and, at Tenant’s sole cost and expense, shall perform any act or obligation arising
from or as is necessary to achieve such compliance arising from its use of the Premises. Landlord shall, at its sole cost and
expense, perform any act or obligation in order to comply with all Environmental Laws except those which are Tenant’s obligation
hereunder.


 


b.          Tenant
shall not cause or permit any portion of the Premises to be used for the production, storage, deposit or disposal of Hazardous
Materials, nor shall Tenant permit Hazardous Materials ever to be placed or located upon the Premises. Notwithstanding the above
prohibition, Tenant acknowledges that it stores Hazardous Materials (thinners, lacquers, glues, varnishes, etc) including the
listed petrochemicals and finishes containing urea formaldehyde and covenants that same are at all times used, kept and stored
in full compliance with the Environmental Laws including the storing of the Hazardous Materials in code-compliant flammable cabinets.
As used herein, “Hazardous Materials” means all substances or pollutants which are declared to be or regulated as
hazardous, toxic, dangerous or polluting substances under the Environmental Laws at any time during the Term of this Lease, including,
without limitation, asbestos, polychlorinated biphenyles (PCBs), urea formaldehyde, foam insulation, and petroleum products and
by-products.


 






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c.          Tenant
shall promptly notify Landlord of any actual or threatened lien against the Premises of which Tenant becomes aware pursuant to
any of the Environmental Laws. Tenant, at Tenant’s sole cost and expense, shall promptly discharge and remove any lien arising
from Tenant’s violation of any of the Environmental Laws, such action to be completed within thirty (30) days after Tenant
first receives notice of such lien or violation or such shorter period of time if required (1) by the governmental agency enforcing
the correction of such violation, or (2) to prevent the holder of any such lien from forcing the sale of the Premises.


 


		11.5	Reserved.



 


11.6        Landlord’s
Inquiries and Inspection. Tenant shall promptly and accurately respond in writing to all inquiries made by Landlord
(including without limitation requests for documents) pertaining to Tenant’s obligations under this Lease or use of the
Premises. Landlord and any authorized agent or contractor hired by Landlord may enter the Premises at any time and from time to
time for purposes of inspecting same and conducting tests thereupon as Landlord deems reasonably necessary to determine that Tenant
is in compliance with this Lease, but Landlord shall not be obligated to do so. Unless an emergency exists, as determined by Landlord
in its sole discretion, Landlord shall notify Tenant at least one day in advance of any such inspection or testing and, to the
extent practicable, shall conduct any such inspection or testing in such manner so as to minimize unreasonable interference with
Tenant’s business. The costs of such investigation and inspection shall be paid by Landlord unless it is determined that
Tenant is in noncompliance with this Lease, in which case such costs shall be paid solely by Tenant as Additional Rent within
ten (10) business days of Landlord’s demand therefore after which time interest at the Interest Rate shall be applied.


 


11.7        Notice
of Violations. Tenant shall promptly notify Landlord of any violation of any applicable law which is alleged to have
been committed at the Premises and shall forward to Landlord copies of any written communications, complaints, citations or other
notices relating to the condition of the Premises or compliance with applicable laws (“Action Notice”). Tenant promptly
shall respond to any Action Notice, cure any violation of applicable laws caused by Tenant and have dismissed any legal action
commenced against Tenant or the Premises arising from its activities to the satisfaction of Landlord. Prior to undertaking same,
however, Tenant shall propose to Landlord its intended course of action and proceed only with Landlord’s approval of same,
which shall not be deemed to be Landlord’s guarantee that such action is appropriate nor impose any liability on same for
Landlord and which shall not be unreasonably withheld. In no event, however, shall any curative action be undertaken by Tenant
without Landlord’s consent unless same (a) strictly comply with the most stringent relevant criteria for protection of human
health, the environment or groundwater quality; or (b) requires no recorded notice or continued institutional control or monitoring.


 


11.8        Indemnification.
Except to the extent covered by insurance and in amplification of Tenant’s obligations under Section 15 and not in limitation
thereof, Tenant shall indemnify, defend (with legal counsel selected by Landlord) and hold harmless Landlord and Landlord’s
Affiliates (hereafter defined) from and against any and all claims, legal or equitable, damages for personal injury (including
death) or harm to Premises (real or personal), liabilities, penalties, fines and costs (including without limitation, investigation
and remediation costs, sums paid in private rights of action or in settlement of claims, legal fees, consultant fees and expert
fees) and damages in the nature of loss of use of the Premises, arising out of or in any way connected to any condition caused
or created by Tenant’s failure to comply with its obligations under this Section 11.


 






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11.9        Survival.
The provisions of this Section 11 shall survive the scheduled expiration or earlier termination of this Lease, and, in addition
to performance of the obligations hereby required, Tenant shall continue to pay rent, even though this Lease may have been terminated,
until Tenant has completed the performance of all of its obligations hereunder.


 


		12.	INSURANCE.



 


12.1        Landlord’s
Insurance. Landlord shall provide insurance coverage of the Premises, exclusive of Tenant’s leasehold improvements
therein (i.e., standard fire and hazard insurance with approved standard extended coverage endorsement), in commercially reasonable
amounts and with commercially reasonable deductibles. Landlord shall also maintain comprehensive general liability insurance during
the Term with a recognized responsible insurance carrier with limits of coverage of not less than One Million and No/Dollars ($1,000,000.00)
combined single limit.


 


12.2.       Tenant’s
Insurance. a. Liability. Tenant
agrees to place and maintain, at Tenant’s own expense, comprehensive general liability insurance, with respect to Tenant’s
use and occupancy of the Premises with limits of coverage not less than One Million and No/Dollars ($1,000,000.00) combined single
limit. Tenant shall carry its own insurance on the contents, i.e., personal property, equipment, fixtures, etc., located in the
Premises as well as on any non-building-standard improvements in an amount to cover one hundred (100%) percent of the replacement
cost of the property and fixtures, subject to a deductible not exceeding Five Thousand and No/Dollars ($5,000.00).


 


b.          Worker’s
Compensation/Employer’s Liability. Tenant shall carry worker’s compensation insurance containing statutory
limits covering Tenant’s employees and business operations in the Premises, as well as employer’s liability insurance
providing coverage of not less than Five Hundred Thousand Dollars ($500,000.00).


 


c.          Automobile.
Tenant shall carry Automobile Liability Coverage with limits of coverage not less than One Million and No/Dollars ($1,000,000)
each occurrence combined single limit for all owned, non-owned and hired vehicles of the Tenant.


 


d.          Form
of Insurance. All insurance policies obtained by Tenant pursuant to this Section 12.2 shall be issued by companies
with a rating of “A” by AM Best and which are qualified to do business in the Commonwealth of Pennsylvania. Additionally,
each such insurance policy carried by Tenant pursuant to the terms hereof, shall provide for a waiver of recovery against Landlord
by way of subrogation pursuant to Section 12.2(e.) of this Lease. All policies required hereby (exclusive of the worker’s
compensation policy) shall name Landlord, and such other parties as Landlord shall specify as additional insured and shall further
specify that Landlord shall receive thirty (30) days prior written notice of any proposed cancellation, nonrenewal of, or material
change in any such policy. Originals, certified policy copies or certificates, as Landlord shall elect, of all policies of insurance
obtained by Tenant shall be provided to Landlord to evidence compliance with this Section.


 






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e.          Waiver
of Subrogation. Tenant hereby waives, and shall cause its insurers to waive, any and every claim for recovery from
Landlord for any and all loss of or damage to the Premises or to the contents thereof, which loss or damage is covered by insurance
policies or would have been covered by policies required by this Lease.


 


12.3.       Mutual
Release.        Notwithstanding anything in this Lease to the contrary, Landlord and Tenant hereby release the other from
any and all liability or responsibility to the other or anyone claiming through or under them by way of subrogation or otherwise
for any loss or damage to insurable tangible property, even if such loss or damage shall have been caused by the fault or negligence
of the other party, or anyone for whom such party may be responsible, provided, however, that this release shall be applicable
and in force and effect only with respect to any loss or damage occurring during such time as the policy or policies of insurance
covering said loss shall contain a clause or endorsement to the effect that this release shall not adversely affect or impair
said insurance or prejudice the right of the insured to recover thereunder. Landlord and Tenant shall each have such clause in
its fire and extended coverage insurance policies if available without extra charge, and if there be a charge, shall notify the
other such party and, in such event, shall have the clause if the other party agrees to pay such extra charge. In the absence
of any such notice, it shall be presumed for purposes of this subsection that the insurance of such party contains the foregoing
clause or endorsement without additional charge.


 


		13.	FIRE
                                         OR CASUALTY.



 


		13.1	Insured
                                         Casualty.



 


a.          In
case of damage to the Premises by a risk insured against pursuant to Section 12 hereof and self insurance, Landlord shall repair
the Premises to substantially the condition which existed prior to such damage, with reasonable dispatch after receiving from
Tenant written notice that damage has occurred, but without obligation to do so until Landlord has received confirmation from
the insurance carrier and all mortgagees holding mortgages on the Premises that adequate insurance proceeds will be available
for repair or reconstruction. If Landlord does not receive confirmation from the insurance carrier and any self insurance and
any mortgagee and Landlord does not voluntarily repair the Premises, then Landlord or Tenant may terminate this Lease.


 


b.          If
damage to the Premises reduces usable space to less than 50%, then either party may terminate this Lease in the manner herein
provided, in which event all Rent shall abate and this Lease terminate as of the date said damage occurred. Tenant shall notify
Landlord in writing of its decision to terminate this Lease within thirty (30) days after the occurrence (“Tenant’s
Notice Period”). Tenant’s failure to terminate this Lease by written notice of termination delivered to Landlord within
Tenant’s Notice Period shall be conclusively construed as Tenant’s agreement for this Lease to continue; subject,
however, to Landlord’s right to terminate this Lease by written notice delivered to Tenant within thirty (30) days after
the occurrence. If neither party terminates this Lease, then Landlord shall commence restoration.


 






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13.2        Reserved.


 


13.3        Mortgagee’s
Right. If the holder of any indebtedness secured by a mortgage covering the Premises requires that the insurance proceeds
be applied to such indebtedness, and Landlord does not repair, then Landlord or Tenant shall have the right to terminate this
Lease by written notice of termination delivered to Tenant within thirty (30) days after such requirement has been made in writing
upon Landlord, unless Tenant decides to repair the Premises on its own. In such case, this Lease shall terminate as of the date
specified in the notice to the other party.


 


13 4        Damage Near End of Term.
Notwithstanding any provision of this Lease to the contrary, Landlord shall not have any obligation whatsoever to repair, reconstruct
or restore the Premises when the damage or destruction occurs during the last year of the Term of this Lease (including any exercised
renewal thereof). In such event, Landlord shall have the option to terminate this Lease in which case Rent shall abate as of the
date said damage occurred.


 


14.          EMINENT DOMAIN.


 


14.1        Termination Rights. If such portion of the Premises is condemned or taken by any governmental body or by any other
body or agency possessing the power of condemnation as, in the reasonable determination of Landlord; substantially impairs the
use or occupancy by Tenant of the Premises or Landlord’s ability to perform its obligations under this Lease (“Taking”),
then either party shall have the right to terminate this Lease effective as of the date that possession is required to be surrendered
to said authority. If Landlord determines that a Taking is to occur, then Landlord shall so notify Tenant in writing. Either party
shall then have the right to terminate this Lease by written notice delivered to the other within thirty (30) days after delivery
of Landlord’s notice to Tenant of a Taking. The failure of Tenant or Landlord to deliver termination notice within the time
limit set forth above shall be conclusively construed as such party’s agreement for this Lease to continue.


 


14.2        Repair and Rent Adjustment. If a Taking is not to occur or if neither party terminates this Lease under subsection
14.1 above, Landlord shall promptly restore the Premises to substantially the same condition prior to such condemnation (less the
portion thereof lost in such condemnation), Base Rent shall be proportionately reduced by the portion of the Premises of which
Tenant shall have been deprived on account of said condemnation, such adjustment to be effective as of the date possession is required
to be surrendered to the condemning authority.


 


14.3        Temporary Condemnation. If such condemnation or taking is for temporary use only, this Lease shall continue in full
force and effect, and Tenant shall continue to comply with all of the provisions hereof, except as such compliance shall be rendered
impossible or impracticable by reason of such temporary taking. Rent shall abate during the course of a temporary taking of the
Premises or a portion thereof to the extent and for the period of time that the Premises or portion thereof so taken shall have
been rendered untenantable.


 






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14.4        Condemnation
Awards. Tenant shall not be entitled to receive any part of any award or awards that may be made to or received by Landlord
relating to loss of the Premises or any part thereof, and Tenant hereby assigns to Landlord any share of such award as may be
granted to Tenant. Notwithstanding the foregoing, Tenant, at its sole cost and expense, may pursue independent proceedings against
the public authority exercising the power of condemnation to prove and establish any damage Tenant may have sustained relating
to Tenant’s business and relocation expenses, provided any such compensation does not diminish Landlord’s award.


 


14.5        Mortgagee’s Rights. If the holder of any indebtedness secured by a mortgage covering the Premises requires
that the condemnation proceeds be applied to such indebtedness, then Landlord shall have the right to terminate this Lease by written
notice of termination delivered to Tenant within thirty (30) days after such requirement has been made in writing upon Landlord.
In such case, this Lease shall terminate as of the date specified in Landlord’s notice to Tenant.


 


15.          NONLIABILITY AND INDEMNIFICATION OF LANDLORD.


 


15.1       
Release. Tenant hereby agrees that Landlord and Landlord’s Affiliates shall not be liable to Tenant and hereby
releases Landlord and Landlord’s Affiliates for all liability to Tenant for injury to any person (including bodily damage
or death) or damage to any Premises (including real or personal Premises, whether by theft or any other casualty) happening in
any manner in, on or about the Premises from any cause whatsoever, unless caused solely by the gross negligence or willful misconduct
of Landlord or Landlord’s Affiliates, but neither Landlord nor Landlord’s Affiliates shall be liable to Tenant for
any such damage or loss to the extent that Tenant is compensated therefor by Tenant’s insurance or would have been compensated
therefor under policies which Tenant is required to carry under this Lease. In no event, however, shall Landlord or Landlord’s
Affiliates be liable for consequential damages. Tenant agrees to the foregoing and makes the foregoing release on behalf of Tenant
and any party claiming a right or interest through Tenant, including without limitation Tenant’s agents, contractors, subcontractors,
employees, licensees, or invitees (collectively, “Tenant’s Agents”).


 


15.2       
Indemnification. Except to the extent covered by insurance, Tenant shall indemnify, defend (with legal counsel selected
by Tenant) and hold harmless Landlord and Landlord’s Affiliates from and against liability whatsoever which may be imposed
upon, incurred by, or asserted against Landlord and/or Landlord’s Affiliates by reason of any of the following which shall
occur during the Term of this Lease: (a) use of the Premises by Tenant or Tenant’s Agents; (b) any Tenant’s Work done
in, on or about the Premises (including without limitation as a result of defect in design, material, workmanship or mechanic’s
liens) made by, or at the direction of Tenant or Tenant’s Agents; (c) any accident, injury or damage to persons (including
bodily injury and death) or Premises (real or personal) occurring in, or about the Premises, but not if caused solely by the gross
negligence or willful misconduct of Landlord and/or Landlord’s Affiliates; and (d) any failure on the part of Tenant to
perform or comply with any provision of this Lease. Without limiting the generality of the foregoing, Tenant’s obligations
hereunder shall include all damages, obligations, penalties, lines, liens, claims, reasonable fees for legal counsel selected
by Tenant, investigation costs, remediation costs and all other reasonable costs and expenses incurred by Landlord or Landlord’s
Affiliates. Tenant shall not settle or compromise any such liability for which indemnification is sought hereunder without first
obtaining Landlord’s prior written consent, which shall not be unreasonably withheld. Landlord shall indemnify, defend and
hold Tenant harmless from and against any liability whatsoever which may be imposed during the term of the Lease for personal
injury or death or loss or damage to any of Tenant’s alterations or trade fixtures, equipment, furniture, inventory and
personal property arising out of or resulting from any failure on the part of Landlord to perform or comply with any provision
of the Lease.


 






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15.3       
Limitation on Landlord’s Liability; Landlord’s Affiliates. The liability of Landlord and/or Landlord’s
Affiliates to Tenant or anyone claiming by or through Tenant shall be limited to Landlord’s interest in the Premises. The
foregoing shall be absolute and without exception whatsoever. When used in this Lease, the term Landlord’s Affiliates shall
mean any entity affiliated with Landlord through common ownership, Landlord’s property manager and their respective, officers,
directors, equity members, employees, agents, contractors and subcontractors.


 


15.4       
Survival. This Section 15 shall survive the termination of this Lease with respect to any damage, injury, death or
claim occurring before such termination, irrespective of when such claim is presented.


 


16.          ASSIGNMENT AND SUBLEASING.


 


16.1       
General Provisions.


 


a.           Tenant shall not sell, assign, transfer, mortgage or pledge the Premises, or any part thereof, nor permit occupancy of the
Premises by any party other than Tenant without Landlord’s prior written consent, which Landlord may withhold in its sole
discretion. Consent to one or more assignments shall not destroy or waive this provision. For purposes of this Lease, any merger,
consolidation, or sale or transfer of a controlling interest in Tenant (being 51% or more, whether accomplished in a single transaction
or in a series of transactions) or a sale of substantially all of the assets of Tenant shall be deemed an assignment of this Lease.
All of the foregoing events described in this Section shall be deemed to be a “Transfer.”


 


b.           If Landlord’s consent is required, Tenant shall deliver to Landlord its request in writing along with notice as to
(1) the identity, business and financial condition of the proposed assignee, (2) the terms and conditions of the proposed assignment,
and (3) the nature of the use of the Premises proposed by such assignee or. Tenant shall deliver such further information as Landlord
may request to make its decision.


 


c.           If Landlord consents to any Transfer, Landlord shall be provided with a written agreement evidencing same which is acceptable
in form and content to Landlord and by which the transferee assumes all obligations of Tenant hereunder. At Landlord’s option,
upon any Transfer, (1) any amounts to be paid to Tenant in excess of Rent due hereunder shall be paid to Landlord without Landlord’s
application of same to Rent, and (2) the transferee shall remit directly to Landlord all rental amounts due or any consideration
paid to Tenant on account of such Transfer when and as due to be paid to Tenant. The foregoing shall apply to any Transfer, even
if Landlord has not consented thereto, but application thereof by Landlord shall not be deemed to release Tenant of liability for
failure to obtain Landlord’s consent or otherwise be deemed to prejudice Landlord’s rights hereunder.


 






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d.           No Transfer shall relieve Tenant of any obligation under this Lease, and any purported Transfer undertaken without Landlord’s
consent shall be void at Landlord’s option and constitute an Event of Default hereunder. Landlord’s consent to any
Transfer shall not constitute a waiver of the necessity of such consent to any subsequent Transfer.


 


e.           The prohibitions in this Lease against assignment by Tenant shall be construed to include assignments by operation of law
or by voluntary assignment or for the benefit of creditors or which might otherwise be affected or accomplished by bankruptcy,
receivership, attachment, execution or other judicial process or proceeding. If any such assignment shall be made or deemed made
by Tenant, or if a voluntary of involuntary petition in bankruptcy or for reorganization, or for an arrangement shall be filed
by or against Tenant, or if Tenant shall be adjudicated a bankrupt or insolvent, or if a receiver is appointed for Tenant or for
all or a substantial part of its Premises, or if any such assignment or transfer operation or law shall occur, then and in any
such event, Landlord shall have the option to immediately terminate this Lease by written notice to Tenant.


 


f.            Tenant
shall pay all of Landlord’s cost and expenses (including reasonable fees for legal counsel) in connection with any request
for Landlord’s consent required hereby.


 


16.2      
Subleasing. Tenant may not, without the prior written consent of Landlord, sublease the Premises or any part thereof, or
permit the use of the Premises by any party other than Tenant. Landlord agrees that its consent to any request for subletting shall
not be unreasonably withheld. Consent to one or more assignments or subleases shall not destroy or waive this provision. Subtenants
approved by the Landlord shall become directly liable to Landlord for all obligations of Tenant hereunder without relieving Tenant’s
liability under this Lease, which shall continue notwithstanding such subletting. Consent to one or more subleases shall not destroy
or waive this provision.


 


17.          RESERVED.


 


18.          DEFAULT OF TENANT.


 


18.1      
Events of Default. In addition to defaults or Events of Default specified in other sections of this Lease, the occurrence
of any of the following shall be a default by Tenant, and each shall constitute an “Event of Default” hereunder without
notice from Landlord unless expressly required herein:


 


a.            Tenant shall fail to pay Base Rent within seven (7) days of its due date (regardless of whether or not any legal or formal
demand has been made therefor). Notwithstanding the preceding provision, Landlord will give Tenant written notice and five (5)
business days to cure any default hereunder, provided, however, that Landlord shall not be required to give any such notice more
than twice in any 12 month period;


 






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b.           Tenant shall fail to pay Additional Rent within five (5) days of its due date or shall fail to make any other payment when
required pursuant to this Lease, except that Landlord shall allow Tenant to cure such default within fifteen (15) days after written
notice of such default;


 


c.           Tenant shall violate or fail to perform any of the terms, conditions, covenants or agreements herein made by Tenant (other
than those set forth in subsections 18.1(a) and (d)-(h) inclusive or where expressly declared to be an immediate default in other
sections of this Lease) within ten (10) days after written notice thereof from Landlord;


 


d.           Reserved;


 


e.           Tenant shall be adjudicated a bankrupt or file a voluntary petition in any bankruptcy or insolvency proceeding, or if any
involuntary petition in any bankruptcy or insolvency proceeding shall be filed against Tenant and not discharged by Tenant within
sixty (60) days from the date of filing;


 


f.            Tenant shall make or consent to an assignment for the benefit of creditors or a common law composition of creditors, without
the prior written consent of Landlord;


 


g.           A receiver or trustee shall be appointed for all or substantially all of Tenant’s assets; and/or


 


h.           Tenant shall make a transfer in fraud of creditors.


 


18.2      
Remedies. Upon the occurrence of any Event of Default, Landlord shall have the option to pursue any and all of the
following rights and remedies without any notice or demand whatsoever:


 


a.            Lease Termination. Landlord shall have the right to immediately terminate this Lease and all rights of Tenant hereunder,
in which event Tenant shall immediately surrender the Premises to Landlord. If Tenant fails to do so, Landlord may, after twenty
(20) days written notice, enter upon and take possession of the Premises and expel or remove Tenant and its effects without being
liable to prosecution or any claim for damages therefor and Tenant shall indemnify Landlord for all costs and expenses incurred
by Landlord in connection with such termination. Such Lease termination shall not be a bar to Landlord from pursuing the remedy
of Rent acceleration pursuant to Section 18.2(b) below and Tenant agrees to waive any defense to Landlord pursuing such Rent acceleration
if based on the Lease termination.


 


b.            Rent Acceleration. Upon Lease termination, Landlord shall have the right to accelerate Rent in which event Tenant
shall be liable for the total of: (1) any unpaid Rent which had accrued at the time of such termination, plus (2) Base Rent for
the then entire unexpired Term of this Lease along with all amounts due as Additional Rent for the then entire unexpired Term of
this Lease which shall be capable of precise determination at the time of Landlord’s election to recover accelerated Rent,
plus (3) Landlord’s good faith estimate of all other amounts due as Additional Rent for the then entire unexpired Term of
this Lease which shall not be capable of precise determination as aforesaid (and for such purposes no estimate of any such component
of Additional Rent shall be less than the amount which would have been due if each such component continued at the highest monthly
rate or amount in effect during the twelve (12) months immediately preceding the Event of Default). For purposes of such calculation
the Term of this Lease shall be the Term originally stated in the Basic Lease Information along with any exercised renewals thereof,
taken without regard to any early termination of the Term by virtue of an Event of Default. Tenant also shall pay any other amount
necessary to compensate Landlord for all damages arising from Tenant’s failure to perform Tenant’s obligations under
this Lease until and including time of termination and except as provided for under this Section. Rent which accrued through the
date of the Event of Default, shall include interest thereon at the Interest Rate, and accelerated Rent thereafter due shall accrue
interest at the Interest Rate until paid in full.


 






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c.            Mitigating Rent.


 


(1)           Upon termination, Landlord shall use commercially reasonable efforts to relet the Premises or any part thereof for such
Rent and upon such terms as Landlord in good faith deems appropriate in its sole discretion under the circumstances (“Mitigating
Rent”) with the right to make alterations and improvements to the Premises required by any new tenant as to place the Premises
in a first-class rentable condition. If an amount equal to the full Rent which would have been paid by Tenant hereunder, plus the
expenses incurred by Landlord in connection with such reletting, including without limitation, costs of cleaning, painting, repairing
or refitting the Premises, advertising, broker fees, municipal fees, and legal fees for preparation and negotiation of the replacement
lease (“Relet Charges”), shall not be realized by Landlord in connection with such reletting, Tenant shall remain liable
for all damages sustained by Landlord under this Section, including without limitation, any deficiency between the Mitigating Rent
and the Rent and Relet Charges.


 


(2)           Should that portion of the amounts received by Landlord as the Mitigating Rent during any month be less than the Rent payable
during that month by Tenant hereunder, then Tenant shall pay such deficiency to Landlord immediately upon Landlord’s demand
therefor, and such amount shall accrue interest at the Interest Rate from the date of demand until paid in full. Landlord shall
have the right to bring suit for collection of Rent on a monthly basis without prejudice to Landlord’s right to enforce collection
of Rent for any subsequent month or, at Landlord’s option, may be deferred until the expiration of the Term of this Lease,
in which event Tenant hereby agrees that the cause of action shall not be deemed to have accrued until the date of the scheduled
expiration of the Term of this Lease.


 


d.           Dispossession. The provisions of this Section 18 shall automatically operate as a notice to quit (any notice to quit
being hereby expressly waived), and Landlord may proceed to recover possession under and by virtue of the laws of the jurisdiction
where the Premises are located by legal process after twenty (20) days written notice.


 






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e.           CONFESSION OF JUDGMENT FOR POSSESSION.


 


(1)           UPON
THE EXPIRATION OF THE TERM OF THIS LEASE OR SURRENDER HEREOF AS PROVIDED IN THIS LEASE, IT SHALL BE LAWFUL FOR ANY ATTORNEY TO
APPEAR AS ATTORNEY FOR TENANT AS WELL AS FOR ALL PERSONS CLAIMING BY, THROUGH OR UNDER TENANT AND TO SIGN AN AGREEMENT FOR ENTERING
IN ANY COMPETENT COURT AN AMICABLE ACTION IN EJECTMENT AGAINST TENANT AND ALL PERSONS CLAIMING BY, THROUGH OR UNDER TENANT AND
THEREIN CONFESS JUDGMENT FOR THE RECOVERY BY LANDLORD OF POSSESSION OF THE PREMISES, FOR WHICH THIS LEASE SHALL BE ITS SUFFICIENT
WARRANT, WHEREUPON, IF LANDLORD SO DESIRES, A WRIT OF POSSESSION OR OTHER APPROPRIATE WRIT UNDER THE RULES OF CIVIL PROCEDURE
THEN IN EFFECT MAY ISSUE FORTHWITH, WITHOUT ANY PRIOR WRIT OR PROCEEDINGS; PROVIDED, HOWEVER, IF FOR ANY REASON AFTER SUCH ACTION
SHALL HAVE BEEN COMMENCED, THE SAME SHALL BE DETERMINED AND THE POSSESSION OF THE PREMISES REMAIN IN OR BE RESTORED TO TENANT,
LANDLORD SHALL HAVE THE RIGHT AND UPON ANY SUBSEQUENT DEFAULT OR DEFAULTS, OR UPON THE TERMINATION OF THIS LEASE UNDER ANY OF
THE TERMS OF THIS LEASE TO BRING ONE OR MORE FURTHER AMICABLE ACTION OR ACTIONS AS HEREINBEFORE SET FORTH TO RECOVER POSSESSION
OF THE PREMISES AND CONFESS JUDGMENT FOR THE RECOVERY OF POSSESSION OF THE PREMISES AS HEREINABOVE PROVIDED.


 


(2)           IN ANY AMICABLE ACTION OF EJECTMENT LANDLORD SHALL FIRST CAUSE TO BE FILED IN SUCH ACTION AN AFFIDAVIT MADE BY IT OR SOMEONE
ACTING FOR IT, SETTING FORTH THE FACTS NECESSARY TO AUTHORIZE THE ENTRY OF JUDGMENT AND IF A TRUE COPY OF THIS LEASE BE FILED IN
SUCH ACTION, IT SHALL NOT BE NECESSARY TO FILE THE ORIGINAL AS A WARRANT OF ATTORNEY, ANY RULE OF COURT, CUSTOM OR PRACTICE TO
THE CONTRARY NOTWITHSTANDING. IF PROCEEDINGS SHALL BE COMMENCED BY LANDLORD TO RECOVER POSSESSION UNDER THE ACTS OF ASSEMBLY AND
RULES OF CIVIL PROCEDURE, EITHER AT THE END OF THE TERM OR EARLIER TERMINATION OF THIS LEASE, OR FOR NONPAYMENT OF RENT OR ANY
OTHER REASON, TENANT WAIVES THE RIGHT TO ANY NOTICE TO REMOVE WHICH MAY BE REQUIRED BY THE LANDLORD AND TENANT ACT OF 1951, AS
AMENDED (OR ANY SIMILAR OR SUCCESSOR LAW), AND AGREES THAT TWENTY (20) DAYS NOTICE SHALL BE SUFFICIENT WHERE A LONGER PERIOD MAY
BE STATUTORILY SPECIFIED.


 


f.            Waiver of Redemption Rights. Tenant hereby expressly waives any and all rights of redemption granted by or under
any present or future law in the event this Lease is terminated or Tenant is evicted or dispossessed following an Event of Default.


 


g.           Removal of Contents by Landlord. Upon lawful termination of the Lease, Landlord shall have the right to re-enter
the Premises and remove all persons and goods from the Premises. All goods removed by Landlord may be stored in a public warehouse
or elsewhere at the cost of and for the amount of Tenant; provided no goods shall be removed until 20 days after notice of Landlord’s
intention to do so is given to Tenant and Tenant fails to remove such goods within said 20 days.


 






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h.           Sale
of Tenant’s Property. Landlord may sell, at public or private sale, all or any part of Tenant’s goods recovered
by Landlord in accordance with the foregoing Section with or without having such goods at sale. At any such sale, Landlord or
its assigns may purchase unless otherwise prohibited by law. The proceeds from any such disposition, less any and all expenses
(including legal fees) connected with the taking of possession, holding and selling of Tenant’s goods, first shall be paid
from the proceeds realized on such sale and the balance applied to amounts due to Landlord hereunder. Any surplus shall be paid
to Tenant or as otherwise required by law, and Tenant shall remain responsible for any deficiencies. In connection herewith, Landlord
shall have any and all of the remedies afforded to secured parties under the provisions of the Uniform Commercial Code, as codified
in state where the goods are located.


 


18.3       
No Waiver. No waiver by Landlord of any breach of any covenant, condition or agreement herein contained shall operate
as a waiver of such covenant, condition, or agreement, or of any subsequent breach thereof. No payment by Tenant or receipt by
Landlord of a lesser amount than the monthly installment of Rent herein stipulated shall be deemed to be other than on account
of Rent, nor shall any endorsement or statement on any check or letter accompanying a check for payment of Rent be deemed an accord
and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance
of such Rent or to pursue any other remedy provided in this Lease. Payment received by Landlord when Tenant is in arrears shall
be applied as Landlord determined. No re-entry by Landlord and no acceptance by Landlord of keys from Tenant shall be considered
an acceptance of a surrender of this Lease.


 


18.4       
Right of Landlord to Cure Tenant’s Default. Whenever Tenant defaults in the making of any payment required
hereunder or in the doing of any act herein required to be made or done by Tenant, then Landlord, with five (5) days prior notice
to Tenant, may make such payment or do such act on Tenant’s behalf but shall not be required to do so. All costs incurred
by Landlord to satisfy Tenant’s obligations, including without limitation payment of any penalty or fine which may be imposed
as a result of Tenant’s failure or violation, shall be paid by Tenant as Additional Rent within ten (10) business days of
Landlord’s demand for reimbursement (unless otherwise expressly provided herein), after which time interest shall be applied
at the Interest Rate. The making of such payment or the taking of such action by Landlord shall not operate to cure or waive such
default by Tenant nor prevent Landlord from exercising any other remedy available to Landlord.


 


18.5       
Collection Expenses. If Tenant is in Default under this Lease and if Landlord consults an attorney or collection
agency for the collection of any sums due from Tenant or otherwise in connection with Tenant’s performance hereunder, Tenant,
whether or not proceedings are instituted, shall reimburse Landlord for the reasonable fees for legal counsel and court costs,
if any, incurred by Landlord within ten (10) business days of Landlord’s demand for reimbursement (unless otherwise expressly
provided herein, after which time interest shall be applied at the Interest Rate. If Landlord is in Default under the Lease and
if Tenant consults an attorney in connection with Landlord’s performance hereunder, Landlord shall reimburse Tenant for reasonable
fees for legal counsel.


 






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19.           SURRENDER AT LEASE TERMINATION. Upon the scheduled expiration or earlier termination of this Lease, Tenant shall
promptly surrender to Landlord the Premises, together with all building apparatus, machinery, replacements to mechanical and other
systems serving the Premises, Tenant’s Work, including any fixtures installed by Tenant other than Tenant’s trade fixtures,
furniture, shelving and like items except for items which Landlord, in writing, may have permitted or required Tenant to remove
at the termination of this Lease. Tenant shall return the Premises in substantially the same condition as the Premises were delivered
to Tenant at the commencement of this Lease, reasonable wear and tear accepted and subject to Tenants Alterations and other permitted
work.


 


20.           HOLDING OVER. If Tenant shall not immediately surrender the Premises on the scheduled expiration or earlier termination
of this Lease, then, in addition to all remedies available to Landlord for Tenant’s default, Tenant, as a result of such
holding over, shall become a tenant at will, at twice (2x) the monthly installment of Base Rent due for the last month of the Term
of this Lease together with all Additional Rent due hereunder up to and including the time Tenant vacates the Premises, and otherwise
upon the terms, conditions, covenants and agreements of this Lease, except for provisions which by their terms have expired. Tenant
also shall be liable to Landlord for all damages which Landlord suffers because of any holding over by Tenant (whether with or
without Landlord’s consent), and Tenant shall indemnify Landlord against all claims made by any other tenant or prospective
tenant against Landlord resulting from delay in delivering possession of the Premises to such other tenant or prospective tenant
arising from the holding over of the Premises by the Tenant.


 


21.           SUBORDINATION, NONDISTURBANCE AND ATTORNMENT.


 


21.1         Estoppel Certificate. Within ten (10) business days after Landlord’s request, Tenant shall provide an estoppel
certificate in recordable form certifying (if such be the case) that this Lease is in full force and effect and that there are
no defenses or offsets thereto, or stating those claimed by Tenant, along with such other information as Landlord reasonably may
request. Tenant’s failure to deliver such statement within the time required shall be conclusive evidence of Tenant’s
certification that this Lease is in full force and effect, that there are no defenses or offsets thereto, and of such other information
as Landlord has reasonably requested.


 


21.2        Attornment. Tenant shall attorn to any mortgagee or purchaser of the Premises.


 


21.3        Subordination. Tenant’s rights hereunder are subordinate to the lien of any mortgage or mortgages, or to the
lien resulting from any other method of financing or refinancing, or to any ground lease, now or hereafter in force against the
land of which the Premises are a part, to all advances made upon the security thereof, and to all renewals, extensions or modifications
thereof provided any such made hereafter contain terms of non-disturbance of this Lease. Regardless of the self-operating provision
of this Section, if a prospective mortgagee or ground lessor requests Tenant to sign a subordination agreement, Tenant shall do
so promptly so long as such subordination language contains nondisturbance language.


 






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21.4         Rights
of Mortgagee. If any act or omission of Landlord hereunder which would give Tenant the right to cancel or terminate this
Lease, or to claim a total or partial eviction, Tenant shall not exercise such right (a) until it has given written notice of
such act or omission to the holder if each mortgage and ground lease whose name and address shall have been
furnished previously to Tenant in writing, and (b) until a reasonable period for remedying such act or omission shall have
elapsed following the giving of such notice.


 


22.           SUBDIVISION AND EASEMENTS. Tenant’s use of the Premises shall be subject to all covenants, conditions, easements
and restrictions now or hereafter affecting or encumbering the land on which same are located. Landlord reserves the right to (a)
subdivide the land on which the Premises are located, (b) alter the boundaries of the land on which the Premises are located, and
(c) grant easements on the land on which the Premises are located and dedicate for public use portions thereof; provided, however,
that none of the foregoing shall materially interfere with Tenant’s use of the Premises. Tenant hereby consents, and subordinates
this Lease, to such subdivision, boundary revision, and/or grant or dedication of easements and agrees from time to time, at Landlord’s
request, to execute, acknowledge and deliver to Landlord, in accordance with Landlord’s instructions, all reasonable documents
or instruments necessary to effectuate Tenant’s consent thereto.


 


23.           LIMITED ATTORNEY-IN-FACT. If Tenant shall fail to execute any such instruments or certificates to carry out the intent
of Subsections 21.1, 21.2, 21.3, 21.4, or 22 within ten (10) business days of Landlord’s written request for Tenant to execute
such instruments or certificates, then Tenant hereby irrevocably appoints Landlord as attorney-in-fact for Tenant with full power
and authority to execute and, deliver in the name of Tenant any such instruments or certificates.


 


24.           LANDLORD’S COVENANT OF QUIET ENJOYMENT. Landlord covenants that Tenant, and all those claiming through Tenant
and permitted hereunder, shall have quiet and peaceable enjoyment of the Premises, and all those claiming through Tenant and permitted
hereunder, are not in default of this Lease.


 


25.           LANDLORD RIGHT OF ENTRY AND TENANT’S RENEWAL. Tenant shall give Landlord six (6) months written notice prior
to expiration of the Term or of any extension of any options to extend this Lease. Landlord shall have the right, during the last
six (6) months of the Term, to place on any portion of the Premises signs or billboards indicating that the Premises are “For
Sale” or “For Rent,” but such signs shall be of such size and so placed as not to materially interfere with Tenant’s
occupancy. At all times during this Lease, Landlord, and Landlord’s agents, upon reasonable notice to Tenant, shall be admitted
to the Premises at reasonable hours of the day to view the Premises, including without limitation, the right to show the Premises
to prospective purchasers, mortgagees, tenants or contractors.


 


26.           RULES AND REGULATIONS. At all times during the Term, Tenant shall comply with, and cause its employees, contractors,
invitees and licensees to comply with, all rules and regulations established by Landlord, together with such amendments and supplements
thereto as Landlord may from time to time reasonably adopt.


 


27.           TENANT
ANNUAL REPORTS. Landlord will be required to report to certain government agencies and funding sources the total employment
at the Property, Homewood residents employed and gross sales. On an annually basis, Tenant agrees to provide Landlord upon 10
days written notice a count of total employees working at the Premises (designating full time and part time employment), total
number of Homewood residents employed and gross sales.


 






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28.           CORPORATE/PARTNERSHIP AUTHORITY. Tenant represents that the person who executed this Lease on Tenant’s behalf
has been duly authorized to enter into this Lease and that the execution and consummation of this Lease by Tenant does not and
shall not violate any provision of any by-laws, certificate of incorporation, partnership agreement, or other agreement, order,
judgment, governmental regulation or any other obligations to which Tenant is a party or is subject.


 


29.           BROKER. Landlord shall pay all real estate broker and agents commissions in connection with this transaction.


 


30.           CHANGE IN OWNERSHIP. If the Premises is sold, or in the event of any change of legal title or equitable ownership
thereof, all obligations and rights of Landlord hereunder shall be transferred to such purchaser or assignee, and Landlord’s
obligations shall terminate and Landlord shall be released and relieved from all liability and responsibility to Tenant. Tenant
shall look solely to such purchaser or assignee for the performance of said obligations or for the enforcement thereof. Each purchaser
of assignee shall in turn have like privileges of sale, assignment and release.


 


31.           SUCCESSORS AND ASSIGNS. This Lease shall inure to the benefit of and shall bind the parties hereto and their respective
heirs, successors and permitted assigns to the extent that such rights hereunder may succeed and be assigned according to the terms
hereof.


 


32.           NOTICE. All notices, demands and communications required or permitted by this Lease shall be effective only if in
writing (unless otherwise provided herein) and shall be sent by United States certified mail, return receipt requested or overnight
mail deposited with a nationally recognized carrier with a receipt therefore, postage prepaid in each case and using the address
for such recipient designated in accordance herewith. Notices shall be addressed to the other party at the addresses set forth
in the Basic Lease Information, or at such other address as either party may have furnished to the other in accordance with this
Section. Any notice so provided shall be deemed to have been delivered upon the earlier of (a) actual receipt, or (b) two (2) business
days after mailing by certified mail, return receipt requested, or (c) one (1) business day after depositing with a nationally
recognized carrier.


 


33.           SEVERABILITY. If any term, covenant, condition of provision of this Lease, or the application thereof to any person
or circumstance, shall to any extent be held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder
of the terms, covenants, conditions or provisions of this Lease, or the application thereof to any person or circumstance, shall
remain in full force and effect and shall in no way be affected, impaired or invalidated.


 






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34.           ENTIRE
AGREEMENT; GOVERNING LAW AND CONSENT TO JURISDICTION. This Lease is the entire agreement of Landlord and Tenant and shall
be governed, construed and enforced in accordance with substantive laws, and not the laws of conflict, of the Commonwealth of
Pennsylvania. Tenant and Landlord consent to the exclusive jurisdiction and venue of the federal and state courts located in Allegheny
County, Pennsylvania in any action on, relating to or mentioning of this Lease. This Lease shall not be amended or supplemented
unless by written agreement signed by Landlord and Tenant.


 


35.           CONSOLIDATION AND COUNTERPARTS. This Part II along with the accompanying Part I constitute one agreement and may
be signed in any number of counterparts, each of which shall be an original and all of which together constitute one agreement
binding on the parties hereto.


 


36.           WAIVER OF TRIAL BY JURY. LANDLORD AND TENANT EACH WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT
BY EITHER OF THE PARTIES AGAINST THE OTHER ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, THE
RELATIONSHIP OF LANDLORD AND TENANT, TENANT’S USE AND OCCUPANCY OF THE PREMISES, AND/OR ANY CLAIM OF INJURY OR DAMAGE.


 


37.           PROHIBITED USES. Tenant will not conduct or permit any trade or business at the Premises consisting of (i) the rental
to others of residential real property (which is defined in Section 168(e)(2)(A) of the Code as property where eighty percent (80%)
or more of the gross rental income from such property is derived from the rental of dwelling units); (ii) the development or holding
of intangibles for sale or license, (iii) the operation of (A) a private or commercial golf course, (B) a country club, (C) a massage
parlor, (D) a hot tub facility, (E) a suntan facility, (F) a racetrack or other facility used for gambling, or (G) any store the
principal business of which is the sale of alcoholic beverages for consumption off premises, or (iv) fanning (within the meaning
of Code Section 2032A(e)(5)(A) or (B) and the applicable Regulations) (“Excluded Businesses”). Any sublease of the
Premises will contain prohibitions on use of the Premises consistent with the restrictions in this paragraph and Tenant as landlord
will strictly enforce such prohibitions. No subtenant of the Premises shall be permitted to engage in any of the Excluded Business.
Tenant shall not suffer, cause or permit any tenants, subtenants or occupants at the Premises to breach or violate this Section.


 


[Remainder of Page Intentionally
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IN WITNESS WHEREOF, and intending to be legally bound, Landlord and Tenant have caused this Lease to be signed by their duly authorized officers or agents under seal, the day and year first above written.


 





	 	 	LANDLORD
	 	 	 	 
	 	 	Bridgeway Development Corporation  
	 	 	 	 
	 6/5/19	 	By:	/s/ Mark Peterson
	Date	 	Name:	Mark Peterson
	 	 	Title:	President



 





	 	 	TENANT
	 	 	 	 
	 	 	Lipella Pharmaceuticals Inc
	 	 	 	 
	 6/1/2019	 	By:	/s/ Jonathan Kaufman
	Date	 	Name:	Jonathan Kaufman
	 	 	Title:	CEO


 






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