Exhibit
10.30


 


		AIR COMMERCIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL


 


SINGLE-TENANT
LEASE — NET


 


(DO NOT USE
THIS FORM FOR MULTI-TENANT BUILDINGS)


 


		1.	Basic Provisions (“Basic Provisions”).



 


1.1         Parties:
This Lease (“Lease”), dated for reference purposes only September    , 2013 is made by and between Coll Financial Holdings,
LLC, an Ohio Limited Liability Company (“Lessor”) and Axion International Inc., a Delaware corporation and Axion International
Holdings, a Colorado corporation. (“Lessee”), (collectively the “Parties,” or individually a “Party”).


 


1.2          Premises:
That certain real property, including all improvements therein or to be provided by Lessor under the terms of this Lease, and commonly
known as 501 Old Hewitt Road, Waco, located in the County of McLennan, State of Texas, and generally described
as (describe briefly the nature of the property and, if applicable, the “Project”, if the property is located within
a Project) n/a (“Premises”). (See also Paragraph 2)


 


1.3          Term:
10 years and 0     months (“Original Term”) commencing September 1, 2013
(“Commencement Date”) and ending August 31, 2023 (“Expiration Date”). Lessee shall have the
option to extend the lease for FIVE (5), FIVE (5) year renewal terms with 90 day’s written notice. The new rent will be
the lower of market rent or the rent as increased by Section 4.4. (See also Paragraph 3)


 


1.4          Early
Possession: if the Premises are available Lessee may have non-exclusive possession of the Premises commencing (“Early Possession
Date”). (See also Paragraphs 3.2 and 3.3)


 


1.5          Base
Rent: $21,875.00 per month (“Base Rent”), payable on the first (1st) day of each month commencing
September 1, 2013, such rent to be $16,000 for September. Effective October 1, 2013 rent will be $21,875.00. (See also Paragraph
4)


 


0 If this
box is checked, there are provisions in this Lease for the Base Rent to be adjusted. See Paragraph 4.4           


 


1.6          Base Rent and Other Monies Paid Upon Execution:


 


(a)          Base
Rent: $ 21,875.00 for the period representing the first month or partial month of the Term, such deposit to be increased
to $75,000 if rent is paid more than 10 days late 3 or more times in a 12 month period.


 


(b)          Security
Deposit: $ 0.00         (“Security Deposit”). (See also Paragraph
5)


 


(c)          Association
Fees: $0.00  for the period n/a                                                                   


 


(d)          Other:
$0.00             for n/a        


 


(e)          Total
Due Upon Execution of this Lease: $ 21,850.00.


 


1.7          Agreed
Use: A commercial manufacturing facility (See also Paragraph 6)


 


1.8          Insuring
Party: Lessor is the “Insuring Party” unless otherwise stated herein. (See also Paragraph 8)


 











		
	 	 
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		1.9	Real Estate Brokers: (See also Paragraph 15 and 25)



 


(a) Representation:
The following real estate brokers (the “Brokers”) and brokerage relationships exist in this transaction (check applicable
boxes):


 


1.10  Guarantor.
The obligations of the Lessee under this Lease are to be guaranteed by n/a (“Guarantor”). (See also
Paragraph 37)


 


1.11  Attachments.
Attached hereto are the following, all of which constitute a part of this Lease:


 


0 an Addendum
consisting of Paragraphs           through          ;


 


0 a plot
plan depicting the Premises;


 


0 a current
set of the Rules and Regulations;


 


0 a Work
Letter;


 


0 other
(specify):


 


		2.	Premises.



 


2.1          Letting.
Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises, for the term, at the rental, and upon all of
the terms, covenants and conditions set forth in this Lease. While the approximate square footage of the Premises may have been
used in the marketing of the Premises for purposes of comparison, the Base Rent stated herein is NOT tied to square footage and
is not subject to adjustment should the actual size be determined to be different. Note: Lessee is advised to verify the actual
size prior to executing this Lease.


 


2.2          Condition.
Lessor shall deliver the Premises to Lessee in AS-IS condition Lessee expressly acknowledges that neither Lessor nor its agents,
employees, or representatives have made any representations or warranties as to the suitability of the Premises for the Lessee’s
intended use. It shall be the sole responsibility of Lessee to (i) verify all governmental requirements applicable to Lessee’s
use of the Premises, including without limitation zoning, and (ii) capacity of all mechanical systems and improvements within the
Premises to satisfy Lessee’s intended use. Notwithstanding any provision in the Lease to the contrary, any representation or warranty
of Lessor which is contained in the Lease shall be made to Lessor’s actual knowledge without any investigation or duty to investigate.
Lessee acknowledges that Lessee is thoroughly familiar with the operations at and condition of the Premises. Not by way of limitation
of the foregoing, upon the Commencement Date, Lessee will have inspected and investigated the Premises and has accepted the Premises
in their existing condition “AS-IS”, “WITH ALL FAULTS”. Lessee acknowledges that neither Lessor nor its agents
have made any representations or warranties as to the condition of the Premises, Building or Project.


 


2.3          Compliance.
Lessor makes no representation or warranty with respect to the improvements on the Premises comply with the building codes, applicable
laws, covenants or restrictions of record, regulations, and ordinances (“Applicable Requirements”) that were in effect
at the time that each improvement, or portion thereof, was constructed. Including, without limitation, with respect the use to
which Lessee will put the Premises, modifications which may be required by the Americans with Disabilities Act or any similar laws
as a result of Lessee’s use (see Paragraph 50), or to any Alterations or Utility Installations (as defined in Paragraph 7.3(a))
made or to be made by Lessee. NOTE: Lessee is responsible for determining whether or not the Applicable Requirements, and especially
the zoning, are appropriate for Lessee’s intended use, and acknowledges that past uses of the Premises may no longer be allowed.
If the Applicable Requirements are hereafter changed so as to require during the term of this Lease the construction of an addition
to or an alteration of the Premises and/or Building, the remediation of any Hazardous Substance, or the reinforcement or other
physical modification of the Unit, Premises and/or Building (“Capital Expenditure”), Lessor and Lessee shall allocate
the cost of such work as follows:


 








		
	 	 
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(a) Subject
to Paragraph 2.3(c) below, if such Capital Expenditures are required as a result of the specific and unique use of the Premises
by Lessee as compared with uses by tenants in general, Lessee shall be fully responsible for the cost thereof, provided, however
that if such Capital Expenditure is required during the last 2 years of this Lease and the cost thereof exceeds 6 months’ Base
Rent, Lessee may instead terminate this Lease unless Lessor notifies Lessee, in writing, within 10 days after receipt of Lessee’s
termination notice that Lessor has elected to pay the difference between the actual cost thereof and an amount equal to 6 months’
Base Rent. If Lessee elects termination, Lessee shall immediately cease the use of the Premises which requires such Capital Expenditure
and deliver to Lessor written notice specifying a termination date at least 90 days thereafter. Such termination date shall, however,
in no event be earlier than the last day that Lessee could legally utilize the Premises without commencing such Capital Expenditure.


 


(b) If
such Capital Expenditure is not the result of the specific and unique use of the Premises by Lessee (such as, governmentally mandated
seismic modifications), then Lessor shall pay for such Capital Expenditure and Lessee shall only be obligated to pay, each month
during the remainder of the term of this Lease or any extension thereof, on the date that on which the Base Rent is due, an amount
equal to l/144th of the portion of such costs reasonably attributable to the Premises. Lessee shall pay Interest on the balance
but may prepay its Obligation at any time. If, however, such Capital Expenditure is required during the last 2 years of this Lease
or if Lessor reasonably determines that it is not economically feasible to pay its share thereof, Lessor shall have the option
to terminate this Lease upon 90 days prior written notice to Lessee unless Lessee notifies Lessor, in writing, within 10 days after
receipt of Lessor’s termination notice that Lessee will pay for such Capital Expenditure. If Lessor does not elect to terminate,
and fails to tender its share of any such Capital Expenditure, Lessee may advance such funds and deduct same, with Interest, from
Rent until Lessor’s share of such costs have been fully paid. If Lessee is unable to finance Lessor’s share, or if the balance
of the Rent due and payable for the remainder of this Lease is not sufficient to fully reimburse Lessee on an offset basis, Lessee
shall have the right to terminate this Lease upon 30 days written notice to Lessor.


 


(c) Notwithstanding
the above, the provisions concerning Capital Expenditures are intended to apply only to non-voluntary, unexpected, and new Applicable
Requirements. If the Capital Expenditures are instead triggered by Lessee as a resuit of an actual or proposed change in use, change
in intensity of use, or modification to the Premises then, and in that event, Lessee shall either: (i) immediately cease such changed
use or intensity of use and/or take such other steps as may be necessary to eliminate the requirement for such Capital Expenditure,
or (ii) complete such Capital Expenditure at its own expense. Lessee shall not, however, have any right to terminate this Lease.


 


2.4          Acknowledgements.
Lessee acknowiedges that: (a) it has been given an opportunity to inspect and measure the Premises, (b) it has been advised by
Lessor and/or Brokers to satisfy itself with respect to the size and condition of the Premises (including but not limited to the
electrical, HVAC and ft re Sprinkler systems, security, environmental aspects, and compliance with Applicable Requirements and
the Americans with Disabilities Act), and their suitability for Lessee’s intended use, (c) Lessee has made such investigation as
it deems necesssry with reference to such matters and assumes all responsibility therefor as the same relate to its occupancy of
the Premises, (d) it is not relying on any representation as to the size of the Premises made by Brokers or Lessor, (e) the square
footage of the Premises was not material to Lessee’s decision to lease the Premises and pay the Rent stated herein, and (f) neither
Lessor, Lessor’s agents, nor Brokers have made any oral or written representations or warranties with respect to said matters other
than as set forth in this Lease. ln addition, Lessor acknowiedges that: (i) Brokers have made no representations, promises or warranties
concerning Lessee’s abiiity to honor the Lease or suitability to occupy the Premises, and (ii) it is Lessor’s sole responsibility
to investigate the financial capabality and/or suitability of all proposed tenants.


 


2.5          Lessee
as Prior Owner/Occupant. The warranties made by Lessor in Paragraph 2 shall be of no force or effect if immediately prior to the
Start Date Lessee was the owner or occupant of the Premises. In such event, Lessee shall be responsible for any necessary corrective
work.


 


3. Term.


 


3.1          Term.
The Commencement Date, Expiration Date and Original Term of this Lease are as specified in Paragraph 1.3.


 











		
	 	 
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3.3          Delay
in Possession. Lessor agrees to use its best commercially reasonable efforts to deliver possession of the Premises to Lessee by
the Commencement Date. If, despite said efforts, Lessor is unable to deliver possession by such date, Lessor shall not be subject
to any liability therefor, nor shall such failure affect the validity of this Lease or change the Expiration Date. Lessee shall
not, however, be obligated to pay Rent or perform its other obligations until Lessor delivers possession of the Premises and any
period of rent abatement that Lessee would otherwise have enjoyed shall run from the date of delivery of possession and continue
for a period equal to what Lessee would otherwise have enjoyed under the terms hereof, but minus any days of delay caused by the
acts or omissions of Lessee. If possession is not delivered within 60 days after the Commencement Date, as the same may be extended
under the terms of any Work Letter executed by Parties, Lessee may, at its option, by notice in writing within 10 days after the
end of such 60 day period, cancel this Lease, in which event the Parties shall be discharged from all obligations hereunder. If
such written notice is not received by Lessor within said 10 day period, Lessee’s right to cancel shall terminate. If possession
of the Premises is not delivered within 120 days after the Commencement Date, this Lease shall terminate unless other agreements
are reached between Lessor and Lessee, in writing.


 


3.4          Lessee
Compliance. Lessor shall not be required to deliver possession of the Premises to Lessee until Lessee complies
with its Obligation to provide evidence of insurance (Paragraph 8.5). Pending delivery of such evidence, Lessee shall be required
to perform all of its obligations under this Lease from and after the Start Date, including the payment of Rent, notwithstanding
Lessor’s election to withhold possession pending receipt of such evidence of insurance. Further, if Lessee is required to perform
any other conditions prior to or concurrent with the Start Date, the Start Date shall occur but Lessor may elect to withhold possession
until such conditions are satisfied.


 


		4.	Rent.



 


4.1.         Rent
Defined. All monetary obligations of Lessee to Lessor under the terms of this Lease (except for the Security Deposit) are deemed
to be rent (“Rent”).


 


4.2          Payment.
Lessee shall cause payment of Rent to be received by Lessor in lawful money of the United States, without offset or deduction (except
as specifically permitted in this Lease), on or before the day on which it is due. All monetary amounts shall be rounded to the
nearest whole dollar. In the event that any invoice prepared by Lessor is inaccurate such inaccuracy shall not constitute a waiver
and Lessee shall be obligated to pay the amount set forth in this Lease. Rent for any period during the term hereof which is for
less than one full calendar month shall be prorated based upon the actual number of days of said month. Payment of Rent shall be
made to Lessor at its address stated herein or to such other persons or place as Lessor may from time to time designate in writing.
Acceptance of a payment which is less than the amount then due shall not be a waiver of Lessor’s rights to the balance of such
Rent, regardless of Lessor’s endorsement of any check so stating. ln the event that any check, draft, or other instrument of payment
given by Lessee to Lessor is dishonored for any reason, Lessee agrees to pay to Lessor the sum of $25 in addition to any Late Charge
and Lessor, at its option, may require all future Rent be paid by cashier’s check. Payments will be applied first to accrued late
charges and attorney’s fees, second to accrued interest, then to Base Rent, Insurance and Real Property Taxes, and any remaining
amount to any other outstanding charges or costs.


 


4.4          Rent
Adjustment. Commencing on the first day of the second (2nd) anniversary of the Commencement Date, and on an annual basis
thereafter during the initial Term and any Renewal Terms, the Base Rent shall be increased each Lease Year by the Annual
Minimum Rent Adjustment.


 


Commencing
in the first day of the second (2nd) Lease Year and yearly
thereafter on the first (1st) day of the annual anniversary of such date (each hereinafter referred to as a “Adjustment
Date”) through the expiration of the initial Term and during any applicable Renewal Terms, the Base Rent shall be
increased, by the greater of: (a) the percentage increase, if any, in the Consumer Price Index, All Urban Consumers (CPI-U)
(Cleveland-Akron, Ohio region) “All Items”; Reference Base Year 1982-1984 = 100, as published by the United
States Department of Labor, Bureau of Labor Statistics or its successor (the “Index”), such percentage increase,
if any, being measured by comparing the Index for the second month preceding each Adjustment Date with the Index for the
second month preceding the last Adjustment Date, or (b) three percent (3%) (the greater of (a) or (b) being referenced herein
as the “Annual Minimum Rent Adjustment”). If the Index ceases to be published, is published less frequently or is
aitered in any material respect, then Lessor shall adopt, at its sole discretion, a substitute index or substitute procedure
which reasonably reflects and monitors changes in consumer prices. Lessor shall calculate and give Lessee notice of such
increase in the monthly Base Rent on or near each Adjustment Date, and Lessee shall commence to pay the increased monthly
Base Rent effective on the applicable Adjustment Date.


 








		
	 	 
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As
used in this Lease, the term “Lease Year” shall mean each consecutive twelve-month period beginning with the Commencement
Date, except that if the Commencement Date is not the first day of a calendar month, then the first Lease Year shall be the period
from the Commencement Date through the final day of the twelve months after the first day of the following month, and each subsequent
Lease Year shall be the twelve months following the prior Lease Year.


 


5.          Security
Deposit. Lessee shall deposit with Lessor upon execution hereof the Security Deposit as security for Lessee’s faithful performance
of its obligations under this Lease. If Lessee fails to pay Rent, or otherwise Defaults under this Lease, Lessor may use, apply
or retain all or any portion of said Security Deposit for the payment of any amount already due Lessor, for Rents which will be
due in the future, and/ or to reimburse or compensate Lessor for any liability, expense, loss or damage which Lessor may suffer
or incur by reason thereof. If Lessor uses or applies all or any portion of the Security Deposit, Lessee shall within 10 days after
written request therefor deposit monies with Lessor sufficient to restore said Security Deposit to the full amount required by
this Lease. If the Base Rent increases during the term of this Lease, Lessee shall, upon written request from Lessor, deposit additional
monies with Lessor so that the total amount of the Security Deposit shall at ali times bear the same proportion to the increased
Base Rent as the initial Security Deposit bore to the initial Base Rent. Should the Agreed Use be amended to accommodate a material
change in the business of Lessee or to accommodate a sublessee or assignee, Lessor shall have the right to increase the Security
Deposit to the extent necessary, in Lessor’s reasonable judgment, to account for any increased wear and tear that the Premises
may suffer as a result thereof. If a change in control of Lessee occurs during this Lease and foliowing such change the financial
condition of Lessee is, in Lessor’s reasonable judgment, significantly reduced, Lessee shall deposit such additional monies with
Lessor as shall be sufficient to cause the Security Deposit to be at a commercially reasonable level based on such change in financial
condition. Lessor shall not be required to keep the Security Deposit separate from its general accounts. Within 90 days after the
expiration or termination of this Lease, Lessor shall return that portion of the Security Deposit not used or applied by Lessor.
No part of the Security Deposit shall be considered to be held in trust, to bear interest or to be prepayment for any monies to
be paid by Lessee under this Lease.


 


		6.	Use.



 


6.1          Use.
Lessee shall use and occupy the Premises only for the Agreed Use, or any other legal use which is reasonably comparable
thereto, and for no other purpose. Lessee shall not use or permit the use of the Premises in a manner that is unlawful,
creates damage, waste or a nuisance, or that disturbs occupants of or causes damage to neighboring premises or properties.
Other than guide, signal and seeing eye dogs, Lessee shall not keep or allow in the Premises any pets, animals, birds, fish,
or reptiles. Lessor shall not unreasonably withhold or delay its consent to any written request for a modification of the
Agreed Use, so long as the same will not impair the structural integrity of the improvements on the Premises or the
mechanical or electrical systems therein, and/or is not significantly more burdensome to the Premises. If Lessor elects to
withhold consent, Lessor shall within 7 days after such request give written notification of same, which notice shall include
an explanation of Lessor’s objections to the change in the Agreed Use.


 








		
	 	 
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		6.2	Hazardous Substances.



 


(a) Reportable
Uses Require Consent. The term “Hazardous Substance” as used in this Lease shall mean any product, substance, or waste
whose presence, use, manufacture, disposal, transportation, or release, either by itself or in combination with other materials
expected to be on the Premises, is either: (i) potentially injurious to the public health, safety or welfare, the environment or
the Premises, (ii) regulated or monitored by any governmental authority, or (iii) a basis for potential liability of Lessor to
any governmental agency or third party under any applicable Statute or common law theory. Hazardous Substances shall include, but
not be limited to, hydrocarbons, petroleum, gasoline, and/or crude oil or any products, by-products or fractions thereof. Lessee
shall not engage in any activity in or on the Premises which constitutes a Reportable Use of Hazardous Substances without the express
prior written consent of Lessor and timely compliance (at Lessee’s expense) with all Applicable Requirements. “Reportable
Use” shall mean (i) the installation or use of any above or below ground storage tank, (ii) the generation, possession, storage,
use, transportation, or disposal of a Hazardous Substance that requires a permit from, or with respect to which a report, notice,
registration or business plan is required to be filed with, any governmental authority, and/or (iii) the presence at the Premises
of a Hazardous Substance with respect to which any Applicable Requirements requires that a notice be given to persons entering
or occupying the Premises or neighboring properties. Notwithstanding the foregoing, Lessee may use any ordinary and customary materials
reasonably required to be used in the normal course of the Agreed Use, ordinary office supplies (copier toner, liquid paper, glue,
etc.) and common household cleaning materials, so long as such use is in compliance with all Applicable Requirements, is not a
Reportable Use, and does not expose the Premises or neighboring property to any meaningful risk of contamination or damage or expose
Lessor to any liability therefor. In addition, Lessor may condition its consent to any Reportable Use upon receiving such additional
assurances as Lessor reasonably deems necessary to protect itself, the public, the Premises and/or the environment against damage,
contamination, injury and/or liability, including, but not limited to, the installation (and removal on or before Lease expiration
or termination) of protective modifications (such as concrete encasements) and/or increasing the Security Deposit.


 


As
used in the Lease, “Hazardous Substances” shall include, in addition to the items set forth in this Paragraph 6.2, any
substance that is at any pertinent time defined or listed in, or otherwise classified, designated, or regulated pursuant to, any
“Environmental Law” (as defined below) as a hazardous substance, hazardous material, extremely hazardous substance, hazardous
waste, hazardous chemical, infectious waste, toxic substance, toxic pollutant or solid waste, or any other legislative or regulatory
formulation intended to define, list, or classify substances by reason of deleterious properties such as ignitability, corrosivity,
reactivity, carcinogenicity, toxicity, reproductive toxicity or EP toxicity, including, without limitation, friable asbestos, mold
(including, without limitation, fungi, fungal spores, fragments, metabolites, mycotoxins and volatile organic compounds), lead
and polychlorinated biphenyls and also including oil and petroleum, petroleum products, by-products and wastes, and by-products
associated with the extraction, refining, or use of petroleum or petroleum products, whether or not so defined, listed, classified,
designated or regulated pursuant to Environmental Laws. The term “Environmental Law”) means any Statute, law, act, ordinance,
rule, regulation, order, decree, or ruling of any federal, state and/or local governmental, quasi-governmental, administrative
or judicial body, agency, board, commission or other authority relating to the protection of health and/or the environment or otherwise
regulating and/or restricting the use, storage, disposal, treatment, handling, release, and/or transportation of Hazardous Substances,
including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act, the Resource Conservation
and Recovery Act, the Federal Water Pollution Control Act, the Clean Air Act, the Clean Water Act, the Hazardous Materials Transportation
Act, the Toxic Substances Control Act, and the Emergency Planning and Community Right To Know Act, each as now existing or hereafter
amended, and all regulations and interpretive guidelines and publications respectively promulgated thereunder. Without limiting
any provision of this Lease, upon written request from Lessor from time to time, Lessee shall provide Lessor a list of any Hazardous
Substances that will be present at the Premises and copies of any Material Safety Data Sheets associated therewith; provided that
the foregoing shall not be construed as Lessor’s approval or acquiescence to the presence of such materials. Lessee shall update
said list at Lessor’s written request if any changes have occurred in the types or amounts of such Hazardous Substances since Lessor’s
most recent prior request.


 


(b) Duty
to Inform Lessor. If Lessee knows, or has reasonable cause to believe, that a Hazardous Substance has come to be located in, on,
under or about the Premises, other than as previously consented to by Lessor, Lessee shall immediately give written notice of such
fact to Lessor, and provide Lessor with a copy of any report, notice, claim or other documentation which it has concerning the
presence of such Hazardous Substance.


 


(c) Lessee
Remediation. Lessee shall not cause or permit any Hazardous Substance to be spilled or released in, on, under, or about the Premises
(including through the plumbing or sanitary sewer system) and shall promptly, at Lessee’s expense, comply with all Applicable Requirements
and take all investigatory and/or remedial action reasonably recommended, whether or not formally ordered or required, for the
cleanup of any contamination of, and for the maintenance, security and/or monitoring of the Premises or neighboring properties,
that was caused or materially contributed to by Lessee, or pertaining to or involving any Hazardous Substance brought onto the
Premises during the term of this Lease, by or for Lessee, or any third party.


 








		
	 	 
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(d) Lessee
Indemnification. Lessee shall indemnify, defend and hold Lessor, its agents, employees, lenders and ground lessor, if any, harmless
from and against any and all loss of rents and/or damages, liabilities, judgments, claims, expenses, penalties, and attorneys’
and consultants’ fees arising out of or involving any Hazardous Substance brought onto the Premises by or for Lessee, or any third
party (provided, however, that Lessee shall have no liability under this Lease with respect to underground migration of any Hazardous
Substance under the Premises from adjacent properties not caused or contributed to by Lessee). Lessee’s obligations shall
include, but not be limited to, the effects of any contamination or injury to person, property or the environment created or suffered
by Lessee, and the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration
or termination of this Lease. No termination, cancellation or release agreement entered into by Lessor and Lessee shall release
Lessee from its obligations under this Lease with respect to Hazardous Substances, unless specifically so agreed by Lessor in writing
at the time of such agreement.


 


(e) Lessor
Indemnification. Except as otherwise provided in paragraph 8.7, Lessor and its successors and assigns shall indemnify,
defend, reimburse and hold Lessee, its employees and lenders, harmless from and against any and all environmental damages,
including the cost of remediation, which result from Hazardous Substances which existed on the Premises prior to
Lessee’s occupancy or which are caused by the gross negligence or willful misconduct of Lessor, its agents or
employees. Lessor’s obligations, as and when required by the Applicable Requirements, shall include, but not be limited
to, the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or
termination of this Lease.


 


(f) Investigations
and Remediations. Lessor shall retain the responsibility and pay for any investigations or remediation measures required by governmental
entities having jurisdiction with respect to the existence of Hazardous Substances on the Premises prior to Lessee’s occupancy,
unless such remediation measure is required as a result of Lessee’s use (including “Alterations”, as defined in
paragraph 7.3(a) below) of the Premises, in which event Lessee shall be responsible for such payment. Lessee shall cooperate fully
in any such activities at the request of Lessor, including allowing Lessor and Lessor’s agents to have reasonable access to the
Premises at reasonable times in order to carry out Lessor’s investigative and remedial responsibilities.


 


(g) Lessor
Termination Option. If a Hazardous Substance Condition (see Paragraph 9.1(e)) occurs during the term of this Lease, unless Lessee
is legally responsible therefor (in which case Lessee shall make the investigation and remediation thereof required by the Applicable
Requirements and this Lease shall continue in full force and effect, but subject to Lessor’s rights under Paragraph 6.2(d) and
Paragraph 13), Lessor may, at Lessor’s option, either (i) investigate and remediate such Hazardous Substance Condition, if
required, as soon as reasonably possible at Lessor’s expense, in which event this Lease shall continue in full force and effect,
or (ii) if the estimated cost to remediate such condition exceeds 12 times the then monthly Base Rent or $100,000, whichever is
greater, give written notice to Lessee, within 30 days after receipt by Lessor of knowledge of the occurrence of such Hazardous
Substance Condition, of Lessor’s desire to terminate this Lease as of the date 60 days following the date of such notice. In the
event Lessor elects to give a termination notice, Lessee may, within 10 days thereafter, give written notice to Lessor of Lessee’s
commitment to pay the amount by which the cost of the remediation of such Hazardous Substance Condition exceeds an amount equal
to 12 times the then monthly Base Rent or $100,000, whichever is greater. Lessee shall provide Lessor with said funds or satisfactory
assurance thereof within 30 days following such commitment. In such event, this Lease shall continue in full force and effect,
and Lessor shall proceed to make such remediation as soon as reasonably possible after the required funds are available. If Lessee
does not give such notice and provide the required funds or assurance thereof within the time provided, this Lease shall terminate
as of the date specified in Lessor’s notice of termination.


 


6.3           Lessee’s
Compliance with Applicable Requirements. Except as otherwise provided in this Lease, Lessee shall, at Lessee’s sole expense, fully,
diligently and in a timely manner, materially comply with all Applicable Requirements, the requirements of any applicable fire
insurance underwriter or rating bureau, and the recommendations of Lessor’s engineers and/or consultants which relate in any manner
to the such Applicable Requirements, without regard to whether such Applicable Requirements are now in effect or become effective
after the Start Date. Lessee shall, within 10 days after receipt of Lessor’s written request, provide Lessor with copies of
all permits and other documents, and other information evidencing Lessee’s compliance with any Applicable Requirements specified
by Lessor, and shall immediately upon receipt, notify Lessor in writing (with copies of any documents involved) of any threatened
or actual claim, notice, citation, warning, complaint or report pertaining to or involving the failure of Lessee or the Premises
to comply with any Applicable Requirements. Likewise, Lessee shall immediately give written notice to Lessor of: (i) any water
damage to the Premises and any suspected seepage, pooling, dampness or other condition conducive to the production of mold; or
(ii) any mustiness or other odors that might indicate the presence of mold in the Premises.


 








		
	 	 
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6.4           Inspection;
Compliance. Lessor and Lessor’s “Lender” (as defined in Paragraph 30) and consultants shall have the right to enter into
Premises at any time, in the case of an emergency, and otherwise at reasonable times after reasonable notice, for the purpose of
inspecting the condition of the Premises and for verifying compliance by Lessee with this Lease. The cost of any such inspections
shall be paid by Lessor, unless a violation of Applicable Requirements, or a Hazardous Substance Condition (see paragraph 9.1)
is found to exist or be imminent, or the inspection is requested or ordered by a governmental authority. In such case, Lessee shall
upon request reimburse Lessor for the cost of such inspection, so long as such inspection is reasonably related to the violation
or contamination. In addition, Lessee shall provide copies of all relevant material safety data sheets (MSDS) to Lessor within
10 days of the receipt of a written request therefor.


 


		7.	Maintenance; Repairs, Utility Installations; Trade Fixtures
and Alterations.



 


		7.1	Lessee’s Obligations.



 


(a) In
General. Subject to the provisions of Paragraph 2.2 (Condition), 2.3 (Compliance), 6.3 (Lessee’s Compliance with Applicable Requirements),
7.2 (Lessor’s Obligations), 9 (Damage or Destruction), and 14 (Condemnation), Lessee shall, at Lessee’s sole expense, keep the
Premises, Utility Installations (intended for Lessee’s exclusive use, no matter where located), and Alterations in good order,
condition and repair (whether or not the portion of the Premises requiring repairs, or the means of repairing the same, are reasonably
or readily accessible to Lessee, and whether or not the need for such repairs occurs as a result of Lessee’s use, any prior use,
the elements or the age of such portion of the Premises), including, but not limited to, all equipment or facilities, such as plumbing,
HVAC equipment, electrical, lighting facilities, boilers, pressure vessels, fire protection system, fixtures, walls (interior and
exterior), foundations, ceilings, roofs, roof drainage systems, floors, windows, doors, plate glass, skylights, landscaping, driveways,
parking lots, fences, retaining walls, signs, sidewalks and parkways located in, on, or adjacent to the Premises. Lessee, in keeping
the Premises in good order, condition and repair, shall exercise and perform good maintenance practices, specifically including
the procurement and maintenance of the service contracts required by Paragraph 7.1(b) below. Lessee’s obligations shall include
restorations, replacements or renewals when necessary to keep the Premises and all improvements thereon or a part thereof in good
order, condition and state of repair. Lessee shall, during the term of this Lease, keep the exterior appearance of the Building
in a first-class condition (including, e.g. graffiti removal) consistent with the exterior appearance of other similar facilities
of comparable age and size in the vicinity, including, when necessary, the exterior repainting of the Building. All repairs and
maintenance of the Premises by Lessee as required under the Lease shall be performed in a first class manner by contractors and
other personnel reasonably approved by Lessor and shall be performed in accordance with a repair and maintenance plan reasonably
approved by Lessor but only if the estimated cost of the expense shall be estimated to exceed $50,000.


 


(b) Failure
to Perform. If Lessee fails to perform Lessee’s obligations under this Paragraph 7.1, Lessor may enter upon the Premises after
10 days’ prior written notice to Lessee (except in the case of an emergency, in which case no notice shall be required), perform
such obligations on Lessee’s behalf, and put the Premises in good order, condition and repair, and Lessee shall promptly pay to
Lessor a sum equal to 115% of the cost thereof.


 


(c) Replacement.
Subject to Lessee’s indemnification of Lessor as set forth in Paragraph 8.7 below, and without relieving Lessee of liability resulting
from Lessee’s failure to exercise and perform good maintenance practices, if an item described in Paragraph 7.1(b) cannot be repaired
other than at a cost which is in excess of 50% of the cost of replacing such item, then such item shall be replaced by Lessor,
and the cost thereof shall be prorated between the Parties and Lessee shall only be obligated to pay, each month during the remainder
of the term of this Lease, on the date on which Base Rent is due, an amount equal to the product of multiplying the cost of such
replacement by a fraction, the numerator of which is one, and the denominator of which is 144 (ie. 1/144th of the cost per month).
Lessee shall pay Interest on the unamortized balance but may prepay its obligation at any time.


 





		
	 	 
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7.2           Lessor’s
Obligations. Subject to the provisions of Paragraphs 2.2 (Condition), 2.3 (Compliance), 9 (Damage or Destruction) and 14 (Condemnation),
it is intended by the Parties hereto that Lessor have no obligation, in any manner whatsoever, to repair and maintain the Premises,
or the equipment therein, all of which obligations are intended to be that of the Lessee. It is the intention of the Parties that
the terms of this Lease govern the respective obligations of the Parties as to maintenance and repair of the Premises, and they
expressly waive the benefit of any statute now or hereafter in effect to the extent it is inconsistent with the terms of this Lease.


 


		7.3	Utility Installations; Trade Fixtures; Alterations.



 


(a) Definitions.
The term “Utility Installations” refers to all floor and window coverings, air and/or vacuum lines, power panels, electrical
distribution, security and fire protection systems, communication cabling, lighting fixtures, HVAC equipment, plumbing, and fencing
in or on the Premises. The term “Trade Fixtures” shall mean Lessee’s machinery and equipment that can be removed without
doing material damage to the Premises. The term “Alterations” shall mean any modification of the improvements, other
than Utility Installations or Trade Fixtures, whether by addition or deletion. “Lessee Owned Alterations and/or Utility Installations”
are defined as Alterations and/or Utility Installations made by Lessee that are not yet owned by Lessor pursuant to Paragraph 7.4(a).


 


(b) Consent.
Lessee shall not make any Alterations or Utility Installations to the Premises without Lessor’s prior written consent, which consent
shall not be unreasonably withheld, conditioned, or delayed. Lessee may, however, make non-structural Alterations or Utility Installations
to the interior or exterior of the Premises (excluding the roof) without such consent but upon notice to Lessor, as long as they
, do not involve puncturing, relocating or removing the roof or any existing walls, will not affect the electrical, plumbing, HVAC,
and/or life safety systems, and the cumulative cost thereof during this Lease as extended does not exceed a sum equal to 3 month’s
Base Rent in the aggregate or a sum equal to one month’s Base Rent in any one year. Notwithstanding the foregoing, Lessee shall
not make or permit any roof penetrations and/or install anything on the roof without the prior written approval of Lessor. Lessor
may, as a precondition to granting such approval, require Lessee to utilize a contractor chosen and/or approved by Lessor. Any
Alterations or Utility Installations that Lessee shall desire to make and which require the consent of the Lessor shall be presented
to Lessor in written form with detailed plans. Consent shall be deemed conditioned upon Lessee’s: (i) acquiring all applicable
governmental permits, (ii) furnishing Lessor with copies of both the permits and the plans and specifications prior to commencement
of the work, and (iii) compliance with all conditions of said permits and other Applicable Requirements in a prompt and expeditious
manner. Any Alterations or Utility Installations shall be performed in a workmanlike manner with good and sufficient materials.
Lessee shall promptly upon completion furnish Lessor with as-built plans and specifications. For work which costs an amount in
excess of one month’s Base Rent, Lessor may condition its consent upon Lessee providing a lien and completion bond in an amount
equal to 150% of the estimated cost of such Alteration or Utility Installation and/or upon Lessee’s posting an additional Security
Deposit with Lessor.


 


(c) Liens;
Bonds. Lessee shall pay, when due, all Claims for labor or materials furnished or alleged to have been furnished to or for
Lessee at or for use on the Premises, which Claims are or may be secured by any mechanic’s or materialmen’s lien against the
Premises or any interest therein. Lessee shall give Lessor not less than 10 days notice prior to the commencement of any work
in, on or about the Premises, and Lessor shall have the right to post notices of non-responsibility. If Lessee shall contest
the validity of any such lien, claim or demand, then Lessee shall, at its sole expense defend and protect itself, Lessor and
the Premises against the same and shall pay and satisfy any such adverse judgment that may be rendered thereon before the
enforcement thereof. If Lessor shall require, Lessee shall furnish a surety bond in an amount equal to 150% of the amount of
such contested lien, claim or demand, indemnifying Lessor against liability for the same. If Lessor elects to participate in
any such action, Lessee shall pay Lessor’s attorneys’ fees and costs.


 








		
	 	 
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		7.4	Ownership; Removal; Surrender; and Restoration.



 


(a) Ownership.
Subject to Lessor’s right to require removal or elect ownership as hereinafter provided, all Alterations and Utility Installations
made by Lessee shall be the property of Lessee, but considered a part of the Premises. Lessor may, at any time, elect in writing
to be the owner of all or any specified part of the Lessee Owned Alterations and Utility Installations. Unless otherwise instructed
per paragraph 7.4(b) hereof, all Lessee Owned Alterations and Utility Installations shall, at the expiration or termination of
this Lease, become the property of Lessor and be surrendered by Lessee with the Premises.


 


(b) Removal.
By delivery to Lessee of written notice from Lessor not earlier than 90 and not later than 30 days prior to the end of the term
of this Lease, Lessor may require that any or all Lessee Owned Alterations or Utility Installations be removed by the expiration
or termination of this Lease. Lessor may require the removal at any time of all or any part of any Lessee Owned Alterations or
Utility Installations made without the required consent.


 


(c) Surrender;
Restoration. Lessee shall surrender the Premises by the Expiration Date or any earlier termination date, with all of the
improvements, parts and surfaces thereof broom clean and free of debris, and in good operating order, condition and state of
repair, ordinary wear and tear excepted. “Ordinary wear and tear” shall not include any damage or deterioration
that would have been prevented by good maintenance practice. Notwithstanding the foregoing, if this Lease is for 12 months or
less, then Lessee shall surrender the Premises in the same condition as delivered to Lessee on the Start Date with NO
allowance for ordinary wear and tear. Lessee shall repair any damage occasioned by the installation, maintenance or removal
of Trade Fixtures, Lessee owned Alterations and/or Utility Installations, furnishings, and equipment as well as the removal
of any storage tank installed by or for Lessee. Lessee shall completely remove from the Premises any and all Hazardous
Substances brought onto the Premises by or for Lessee, or any third party (except Hazardous Substances which were deposited
via underground migration from areas outside of the Premises) even if such removal would require Lessee to perform or pay for
work that exceeds statutory requirements. Trade Fixtures shall remain the property of Lessee and shall be removed by Lessee.
Any personal property of Lessee not removed on or before the Expiration Date or any earlier termination date shall be deemed
to have been abandoned by Lessee and may be disposed of or retained by Lessor as Lessor may desire. The failure by Lessee to
timely vacate the Premises pursuant to this Paragraph 7.4(c) without the express written consent of Lessor shall constitute a
holdover under the provisions of Paragraph 26 below.


 


		8.	Insurance; Indemnity.



 


8.1           Payment
For Insurance. Lessee shall pay for all insurance required under Paragraph 8 except to the extent of the cost attributable to liability
insurance that Lessor may elect to carry under Paragraph 8.2 (b). With respect to policies carried by Lessor, until lessee purchases
its own insurance, Lessee’s responsibility for premiums applicable to policy periods commencing prior to or extending beyond the
Lease term shall be prorated to correspond to the Lease term. To the extent applicable, payment for insurance premiums for policies
provided by Lessor shall be made by Lessee to Lessor within 10 days following receipt of an invoice.


 


		8.2	Liability Insurance.



 


(a) Carried
by Lessee. Lessee shall obtain and keep in force a Commercial General Liability policy of insurance protecting Lessee and Lessor
as an additional insured against claims for bodily injury, personal injury and property damage based upon or arising out of the
ownership, use, occupancy or maintenance of the Premises and all areas appurtenant thereto. Such insurance shall be on an occurrence
basis providing single limit coverage in an amount not less than $1,000,000 per occurrence, $2,000,000 annual aggregate, and with
total excess and umbrella coverage totaling $4,000,000 per occurrence and $8,000,000 aggregate, and Pollution Legal Liability Insurance
for the Premises in an amount not less than $1,000,000 per occurrence and $5,000,000 in the aggregate. Lessee shall add Lessor
and Lender (CertainTeed Corp., 750 E. Swedesford Road, Valley Forge, PA 19482) as additional insureds by means of an endorsement
at least as broad as the Insurance Service Organization’s “Additional Insured-Managers or Lessors of Premises” Endorsement.
The policy shall not contain any intra-insured exclusions as between insured persons or organizations, but shall include coverage
for liability assumed under this Lease as an “insured contract” for the performance of Lessee’s indemnity obligations
under this Lease. The limits of said insurance shall not, however, limit the liability of Lessee nor relieve Lessee of any obligation
hereunder. Lessee shall provide an endorsement on its liability policy(ies) which provides that its insurance shall be primary
to and not contributory with any similar insurance carried by Lessor, whose insurance shall be considered excess insurance only.


 








		
	 	 
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(b)  Carried
by Lessor. Lessor shall maintain liability insurance in such form and substance deemed necessary by Lessor, and any such coverage
shall be in addition to, and not in lieu of, the insurance required to be maintained by Lessee.


 


8.3          Property
Insurance - Building, Improvements and Rental Value.


 


(a)  Building
and Improvements. Lessee shall obtain and keep in force a policy or policies in the name of the Lessor, with loss payable to Lessor,
any ground lessor, and to any Lender, as their interests may appear, insuring loss or damage to the Premises. The amount of such
insurance shall be the full insurable replacement cost of the Premises, as the same shall exist from time to time in a commercially
reasonable and available insurable value thereof. Lessee Owned Alterations and Utility Installations, Trade Fixtures, and Lessee’s
personal property shall be insured by Lessee, not by Lessor. Such policy or policies shall insure against all risks of direct physical
loss or damage, also including loss or damage of the Premises by fire, windstorm, tornado and hail and against loss or damage by
such other further and additional risks as may be now or hereafter embraced by an “all-risk” or special form of insurance
policy. If such insurance coverage has a deductible clause, the deductible amount shall not exceed $5,000 per occurrence, and Lessee
shall be liable for such deductible amount in the event of an insured loss.


 


(b)  Rental
Value. Lessee shall obtain and keep in force a policy or policies in the name of Lessor with loss payable to Lessor and any Lender,
insuring the loss of the full Rent for one year with an extended period of indemnity for an additional 180 days (“Rental Value
insurance”). Said insurance shall contain an agreed valuation Provision in lieu of any coinsurance clause, and the amount
of coverage shall be adjusted annually to reflect the projected Rent otherwise payable by Lessee, for the next 12 month period.
Lessee shall be liable for any deductible amount in the event of such loss.


 


(c)  Adjacent
Premises. If the Premises are part of a larger building, or of a group of buildings owned by Lessor which are adjacent to the Premises,
the Lessee shall pay for any increase in the premiums for the property insurance of such building or buildings if said increase
is caused by Lessee’s acts, omissions, use or occupancy of the Premises.


 


8.4         Lessee’s
Property; Business Interruption Insurance; Worker’s Compensation Insurance.


 


(a)  Property
Damage. Lessee shall obtain and maintain insurance coverage on all of Lessee’s personal property, Trade Fixtures, and Lessee Owned
Alterations and Utility Installations. Such insurance shall be full replacement cost coverage with a deductible of not to exceed
$5,000 per occurrence. The proceeds from any such insurance shall be used by Lessee for the replacement of personal property, Trade
Fixtures and Lessee Owned Alterations and Utility Installations.


 


(b)  Business
Interruption. Lessee shall obtain and maintain loss of income and extra expense insurance in amounts as will reimburse Lessee for
direct or indirect loss of earnings attributable to all perils commonly insured against by prudent lessees in the business of Lessee
or attributable to prevention of access to the Premises as a result of such perils.


 


(c)  Worker’s
Compensation Insurance. Lessee shall obtain and maintain Worker’s Compensation Insurance in such amount as may be required by Applicable
Requirements. Such policy shall include a ‘Waiver of Subrogation’ endorsement. Lessee shall provide Lessor with a copy of such
endorsement along with the certificate of insurance or copy of the policy required by paragraph 8.5.


 


(d)  No
Representation of Adequate Coverage. Lessor makes no representation that the limits or forms of coverage of insurance specified
herein are adequate to cover Lessee’s property, business operations or obligations under this Lease.


 


8.5         Insurance
Policies. Insurance required herein shall be by companies maintaining during the policy term a “General Policyholders Rating”
of at least A-, VII, as set forth in the most current issue of “Best’s Insurance Guide,” or such other rating as may
be required by a Lender. Lessee shall not do or permit to be done anything which invalidates the required insurance policies. Lessee
shall, prior to the Start Date, deliver to Lessor certified copies of policies of such insurance or certificates with copies of
the required endorsements evidencing the existence and amounts of the required insurance. No such policy shall be cancelable or
subject to modification except after 30 days prior written notice to Lessor. Lessee shall, at least 10 days prior to the expiration
of such policies, furnish Lessor with evidence of renewals or “insurance binders” evidencing renewal thereof, or Lessor
may order such insurance and charge the cost thereof to Lessee, which amount shall be payable by Lessee to Lessor upon demand.
Such policies shall be for a term of at least one year, or the length of the remaining term of this Lease, whichever is less. If
either Party shall fail to procure and maintain the insurance required to be carried by it, the other Party may, but shall not
be required to, procure and maintain the same.


 





		
	 	 
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8.6           Waiver
of Subrogation. Without affecting any other rights or remedies, Lessee and Lessor each hereby release and relieve the other, and
waive their entire right to recover damages against the other, for loss of or damage to its property arising out of or incident
to the perils required to be insured against herein. The effect of such releases and waivers is not limited by the amount of insurance
carried or required, or by any deductibles applicable hereto. The Parties agree to have their respective property damage insurance
carriers waive any right to Subrogation that such companies may have against Lessor or Lessee, as the case may be, so long as the
insurance is not invalidated thereby.


 


8.7           Indemnity.
Except for Lessor’s gross negligence or willful misconduct, Lessee shall indemnify, protect, defend and hold harmless the Premises,
Lessor and its agents, Lessor’s master or ground lessor, partners and Lenders, from and against any and all Claims, loss of rents
and/or damages, liens, judgments, penalties, attorneys’ and consultants’ fees, expenses and/or liabilities arising out of, involving,
or in connection with, the use and/or occupancy of the Premises by Lessee. If any action or proceeding is brought against Lessor
by reason of any of the foregoing matters, Lessee shall upon notice defend the same at Lessee’s expense by counsel reasonably
satisfactory to Lessor and Lessor shall cooperate with Lessee in such defense. Lessor need not have first paid any such claim in
order to be defended or indemnified.


 


8.8           Exemption
of Lessor and its Agents from Liability. Notwithstanding the negligence or breach of this Lease by Lessor or its agents, neither
Lessor nor its agents shall be liable under any circumstances for: (i) injury or damage to the person or goods, wares, merchandise
or other property of Lessee, Lessee’s employees, contractors, invitees, customers, or any other person in or about the Premises,
whether such damage or injury is caused by or results from fire, steam, electricity, gas, water or rain, indoor air quality, the
presence of mold or from the breakage, leakage, obstruction or other defects of pipes, fire sprinklers, wires, appliances, plumbing,
HVAC or lighting fixtures, or from any other cause, whether the said injury or damage results from conditions arising upon the
Premises or upon other portions of the building of which the Premises are a part, or from other sources or places, (ii) any damages
arising from any act or neglect of any other tenant of Lessor or from the failure of Lessor or its agents to enforce the provisions
of any other lease in the Project, or (iii) injury to Lessee’s business or for any loss of income or profit therefrom. Instead,
it is intended that Lessee’s sole recourse in the event of such damages or injury be to file a claim on the insurance policy(ies)
that Lessee is required to maintain pursuant to the provisions of paragraph 8.


 


8.9           Failure
to Provide Insurance. Lessee acknowledges that any failure on its part to obtain or maintain the insurance required herein will
expose Lessor to risks and potentially cause Lessor to incur costs not contemplated by this Lease, the extent of which will be
extremely difficult to ascertain. Accordingly, for any month or portion thereof that Lessee does not maintain the required insurance
and/or does not provide Lessor with the required binders or certificates evidencing the existence of the required insurance, the
Base Rent shall be automatically increased, without any requirement for notice to Lessee, by an amount equal to 10% of the then
existing Base Rent or $100, whichever is greater. The parties agree that such increase in Base Rent represents fair and reasonable
compensation for the additional risk/costs that Lessor will incur by reason of Lessee’s failure to maintain the required insurance.
Such increase in Base Rent shall in no event constitute a waiver of Lessee’s Default or Breach with respect to the failure to maintain
such insurance, prevent the exercise of any of the other rights and remedies granted hereunder, nor relieve Lessee of its Obligation
to maintain the insurance specified in this Lease.


 


9.          Damage
or Destruction.


 


9.1  Definitions.


 


(a)  “Premises
Partial Damage” shall mean damage or destruction to the improvements on the Premises, other than Lessee Owned
Alterations and Utility Installations, which can reasonably be repaired in 6 months or less from the date of the damage or
destruction and the cost thereof does not exceed a sum equal to 6 months’ Base Rent. Lessor shall notify Lessee in
writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total.


 





		
	 	 
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(b) “Premises
Total Destruction” shall mean damage or destruction to the Premises, other than Lessee Owned Alterations and Utility Installations
and Trade Fixtures, which cannot reasonably be repaired in 6 months or less from the date of the damage or destruction. Lessor
shall notify Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partial
or Total.


 


(c) “Insured
Loss” shall mean damage or destruction to improvements on the Premises, other than Lessee Owned Alterations and Utility Installations
and Trade Fixtures, which was caused by an event required to be covered by the insurance described in Paragraph 8.3(a), irrespective
of any deductible amounts or coverage limits involved.


 


(d) “Replacement
Cost” shall mean the cost to repair or rebuild the improvements owned by Lessor at the time of the occurrence to their condition
existing immediately prior thereto, including demolition, debris removal and upgrading required by the operation of Applicable
Requirements, and without deduction for depreciation.


 


(e) “Hazardous
Substance Condition” shall mean the occurrence or discovery of a condition involving the presence of, or a contamination by,
a Hazardous Substance, in, on, or under the Premises which requires remediation.


 


9.2           Partial
Damage - Insured Loss. If a Premises Partial Damage that is an Insured Loss occurs, then Lessor shall, at Lessor’s expense (up
to a maximum of available insurance proceeds), repair such damage (but not Lessee’s Trade Fixtures or Lessee Owned Alterations
and Utility Installations) as soon as reasonably possible and this Lease shall continue in full force and effect; provided, however,
that Lessee shall, at Lessor’s election, make the repair of any damage or destruction the total cost to repair of which is $10,000
or less, and, in such event, Lessor shall make any applicable insurance proceeds available to Lessee on a reasonable basis for
that purpose. Notwithstanding the foregoing, if the required insurance was not in force or the insurance proceeds are not sufficient
to effect such repair, the Lessee shall promptly contribute the shortage in proceeds (including any deductible, which is also Lessee’s
responsibility) as and when required to complete said repairs. Moreover if such shortage was due to the fact that, by reason of
the unique nature of the improvements, full replacement cost insurance coverage was not commercially reasonable and available,
Lessor shall have no obligation to pay for the shortage in insurance proceeds or to fully restore the unique aspects of the Premises
unless Lessee provides Lessor with the funds to cover same, or adequate assurance thereof, within 10 days following receipt of
written notice of such shortage and request therefor. If Lessor receives said funds or adequate assurance thereof within said 10
day period, the party responsible for making the repairs shall complete them as soon as reasonably possible and this Lease shall
remain in full force and effect. If such funds or assurance are not received, Lessor may nevertheless elect by written notice to
Lessee within 10 days thereafter to: (i) make such restoration and repair as is commercially reasonable with Lessor paying any
shortage in proceeds, in which case this Lease shall remain in full force and effect, or (ii) have this Lease terminate 30 days
thereafter. Lessee shall not be entitled to reimbursement of any funds contributed by Lessee to repair any such damage or destruction.
Premises Partial Damage due to flood or earthquake shall be subject to Paragraph 9.3, notwithstanding that there may be some insurance
coverage, but the net proceeds of any such insurance shall be made available for the repairs if made by either Party.


 


9.3           Partial
Damage - Uninsured Loss. If a Premises Partial Damage that is not an Insured Loss occurs, unless caused by a negligent or willful
act of Lessee (in which event Lessee shall make the repairs at Lessee’s expense), Lessor may either: (i) repair such damage
as soon as reasonably possible at Lessor’s expense, in which event this Lease shall continue in full force and effect, or
(ii) terminate this Lease by giving written notice to Lessee within 30 days after receipt by Lessor of knowledge of the occurrence
of such damage. Such termination shall be effective 60 days following the date of such notice. In the event Lessor elects to terminate
this Lease, Lessee shall have the right within 10 days after receipt of the termination notice to give written notice to Lessor
of Lessee’s commitment to pay for the repair of such damage without reimbursement from Lessor. Lessee shall provide Lessor with
said funds or satisfactory assurance thereof within 30 days after making such commitment. In such event this Lease shall continue
in full force and effect, and Lessor shall proceed to make such repairs as soon as reasonably possible after the required funds
are available. If Lessee does not make the required commitment, this Lease shall terminate as of the date specified in the termination
notice.


 





		
	 	 
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9.4           Total
Destruction. Notwithstanding any other provision hereof, if a Premises Total Destruction occurs, this Lease shall terminate 60
days following such Destruction. If the damage or destruction was caused by the gross negligence or willful misconduct of Lessee,
Lessor shall have the right to recover Lessor’s damages from Lessee, except as provided in Paragraph 8.6.


 


9.5           Damage
Near End of Term. If at any time during the last 6 months of this Lease there is damage for which the cost to repair exceeds one
month’s Base Rent, whether or not an Insured Loss, Lessor may terminate this Lease effective 60 days following the date of occurrence
of such damage by giving a written termination notice to Lessee within 30 days after the date of occurrence of such damage. Notwithstanding
the foregoing, if Lessee at that time has an exercisable option to extend this Lease or to purchase the Premises, then Lessee may
preserve this Lease by, (a) exercising such option and (b) providing Lessor with any shortage in insurance proceeds (or adequate
assurance thereof) needed to make the repairs on or before the earlier of (i) the date which is 10 days after Lessee’s receipt
of Lessor’s written notice purporting to terminate this Lease, or (ii) the day prior to the date upon which such option expires.
If Lessee duly exercises such option during such period and provides Lessor with funds (or adequate assurance thereof) to cover
any shortage in insurance proceeds, Lessor shall, at Lessor’s commercially reasonable expense, repair such damage as soon as reasonably
possible and this Lease shall continue in full force and effect. If Lessee fails to exercise such option and provide such funds
or assurance during such period, then this Lease shall terminate on the date specified in the termination notice and Lessee’s option
shall be extinguished.


 


9.6          Abatement
of Rent; Lessee’s Remedies.


 


(a)  Abatement.
In the event of Premises Partial Damage or Premises Total Destruction or a Hazardous Substance Condition for which Lessee is not
responsible under this Lease, the Rent payable by Lessee for the period required for the repair, remediation or restoration of
such damage shall be abated in proportion to the degree to which Lessee’s use of the Premises is impaired, but not to exceed the
proceeds received by Lessor from the Rental Value insurance. All other obligations of Lessee hereunder shall be performed by Lessee,
and Lessor shall have no liability for any such damage, destruction, remediation, repair or restoration except as provided herein.


 


(b)  Remedies.
If Lessor is obligated to repair or restore the Premises and does not commence, in a substantial and meaningful way, such repair
or restoration within 90 days after such obligation shall accrue, Lessee may, at any time prior to the commencement of such repair
or restoration, give written notice to Lessor and to any Lenders of which Lessee has actual notice, of Lessee’s election to terminate
this Lease on a date not less than 60 days following the giving of such notice. If Lessee gives such notice and such repair or
restoration is not commenced within 30 days thereafter, this Lease shall terminate as of the date specified in said notice. If
the repair or restoration is commenced within such 30 days, this Lease shall continue in full force and effect. “Commence”
shall mean either the unconditional authorization of the preparation of the required plans, or the beginning of the actual work
on the Premises, whichever first occurs.


 


9.7           Termination;
Advance Payments. Upon termination of this Lease pursuant to Paragraph 6.2(g) or Paragraph 9, an equitable adjustment shall be
made concerning advance Base Rent and any other advance payments made by Lessee to Lessor. Lessor shall, in addition, return to
Lessee so much of Lessee’s Security Deposit as has not been, or is not then required to be, used by Lessor.


 


9.8           Damage
and Destruction. If such destruction or damage is caused by the gross negligence or willful misconduct of Lessee, its employees,
agents, contractors or invitees, then for an Insured Loss, Lessee shall pay any deductible amount applicable thereto, and for a
Loss that is not insured, Lessee shall make all repairs and replacements required at Lessee’s sole cost and expense, subject
to plans and specifications reasonably approved by Lessor, if estimated cost exceeds $15,000.


 





		
	 	 
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10.         Real
Property Taxes.


 


10.1         Definition.
As used herein, the term “Real Property Taxes” shall include any form of assessment; real estate, general, special, ordinary
or extraordinary, or rental levy or tax (other than inheritance, personal income or estate taxes); improvement bond; and/or license
fee imposed upon or levied against any legal or equitable interest of Lessor in the Premises or the Project, Lessor’s right to
other income therefrom, and/or Lessor’s business of leasing, by any authority having the direct or indirect power to tax and where
the funds are generated with reference to the Building address and where the proceeds so generated are to be applied by the city,
county or other local taxing authority of a Jurisdiction within which the Premises are located. Real Property Taxes shall also
include any tax, fee, levy, assessment or charge, or any increase therein: (i) imposed by reason of events occurring during the
term of this Lease, including but not limited to, a change in the ownership of the Premises, and (ii) levied or assessed on machinery
or equipment provided by Lessor to Lessee pursuant to this Lease.


 


10.2         Payment
of Taxes. In addition to Base Rent, Lessee shall pay to Taxing Authority an amount equal to the Real Property Tax installment due
at least 5 days prior to the applicable delinquency date. If any such installment shall cover any period of time prior to or after
the expiration or termination of this Lease, Lessee’s share of such installment shall be prorated. In the event Lessee incurs a
late charge on more than 3 rent payments in a 12 month period, Lessor may estimate the current Real Property Taxes, and require
that such taxes be paid in advance to Lessor by Lessee monthly in advance with the payment of the Base Rent. Such monthly payments
shall be an amount equal to the amount of the estimated installment of taxes divided by the number of months remaining before the
month in which said installment becomes delinquent. When the actual amount of the applicable tax bill is known, the amount of such
equal monthly advance payments shall be adjusted as required to provide the funds needed to pay the applicable taxes. If the amount
collected by Lessor is insufficient to pay such Real Property Taxes when due, Lessee shall pay Lessor, upon demand, such additional
sum as is necessary. Advance payments may be intermingled with other moneys of Lessor and shall not bear interest. In the event
of a Breach by Lessee in the performance of its obligations under this Lease, then any such advance payments may be treated by
Lessor as an additional Security Deposit.


 


10.3         Joint
Assessment. If the Premises are not separately assessed, Lessee’s liability shall be an equitable proportion of the Real Property
Taxes for all of the land and improvements included within the tax parcel assessed, such proportion to be conclusively determined
by lessor from the respective valuations assigned in the assessor’s work sheets or such other information as may be reasonably
available.


 


10.4         Personal
Property Taxes. Lessee shall pay, prior to delinquency, all taxes assessed against and levied upon Lessee Owned Alterations, Utility
Installations, Trade Fixtures, furnishings, equipment and all personal property of Lessee. When possible, Lessee shall cause its
Lessee Owned Alterations and Utility installations, Trade Fixtures, furnishings, equipment and all other personal property to be
assessed and billed separately from the real property of Lessor. If any of Lessee’s said property shall be assessed with Lessor’s
real property, Lessee shall pay Lessor the taxes attributable to Lessee’s property within 10 days after receipt of a written statement
setting forth the taxes applicable to Lessee’s property.


 


11.         Utilities
and Services. Lessee shall pay for all water, gas, heat, light, power, telephone, trash disposal and other utilities and services
supplied to the Premises, together with any taxes thereon, with accounts for the same in Lessee’s name. There shall be no abatement
of rent and Lessor shall not be liable in any respect whatsoever for the inadequacy, stoppage, interruption or discontinuance of
any utility or service due to riot, strike, labor dispute, breakdown, accident, repair or other cause beyond Lessor’s reasonable
control or in cooperation with governmental request or directions.


 


12.         Assignment
and Subletting.


 


12.1         Lessor’s
Consent Required.


 


(a)
Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or encumber
(collectively, “assign or assignment”) or sublet all or any part of Lessee’s interest in this Lease or in the Premises
without Lessor’s prior written consent.


 


(b)
Unless Lessee is a corporation and its stock is publicly traded on a national stock exchange,
a change in the control of Lessee shall constitute an assignment requiring consent. The transfer, on a cumulative basis, of 25%
or more of the voting control of Lessee shall constitute a change in control for this purpose.


 





		
	 	 
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(c)
The involvement of Lessee or its assets in any transaction, or series of transactions (by
way of merger, sale, acquisition, financing, transfer, leveraged buy-out or otherwise), whether or not a formal assignment or hypothecation
of this Lease or Lessee’s assets occurs, which results or will result in a reduction of the Net Worth of Lessee by an amount greater
than 25% of such Net Worth as it was represented at the time of the execution of this Lease or at the time of the most recent assignment
to which Lessor has consented, or as it exists immediately prior to said transaction or transactions constituting such reduction,
whichever was or is greater, shall be considered an assignment of this Lease to which Lessor may withhold its consent. “Net
Worth of Lessee” shall mean the net worth of Lessee (excluding any guarantors) established under generally accepted accounting
principles.


 


(d) An
assignment or subletting without consent shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(c),
or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved
assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon 30 days written
notice, increase the monthly Base Rent to 110% of the Base Rent then in effect. Further, in the event of such Breach and
rental adjustment, (i) the purchase price of any option to purchase the Premises held by Lessee shall be subject to similar
adjustment to 110% of the price previously in effect, and (ii) all fixed and non-fixed rental adjustments scheduled
during the remainder of the Lease term shall be increased to 110% of the scheduled adjusted rent.


 


(e)
Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory
damages and/or injunctive relief.


 


f)
Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Default at the time consent is requested.


 


(g)
Notwithstanding the foregoing, allowing a de minimis portion of the Premises, ie. 20 square feet or less, to be used by a third
party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.


 


12.2         Terms
and Conditions Applicable to Assignment and Subletting.


 


(a)
Regardless of Lessor’s consent, no assignment or subletting shall: (i) be effective without
the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, (ii) release Lessee
of any obligations hereunder, or (iii) alter the primary liability of Lessee for the payment of Rent or for the performance of
any other obligations to be performed by Lessee.


 


(b)
Lessor may accept Rent or performance of Lessee’s obligations from any person other than
Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor
the acceptance of Rent or performance shall constitute a waiver or estoppel of Lessor’s right to exercise its remedies for Lessee’s
Default or Breach.


 


(c)
Lessor’s consent to any assignment or subletting shall not constitute a consent to any subsequent
assignment or subletting.


 


(d)
In the event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee,
any Guarantors or anyone else responsible for the performance of Lessee’s obligations under this Lease, including any assignee
or sublessee, without first exhausting Lessor’s remedies against any other person or entity responsible therefor to Lessor, or
any security held by Lessor.


 


(e)
Each request for consent to an assignment or subletting shall be in writing, accompanied
by information relevant to Lessor’s determination as to the financial and operational responsibility and appropriateness of the
proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if
any, together with a fee of $500 as consideration for Lessor’s considering and processing said request. Lessee agrees to provide
Lessor with such other or additional information and/or documentation as may be reasonably requested. (See also Paragraph 36)


 


(f) Any
assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment, entering into such sublease, or
entering into possession of the Premises or any portion thereof, be deemed to have assumed and agreed to conform and comply
with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of
said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment
or sublease to which Lessor has specifically consented to in writing.


 





		
	 	 
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(g)
Lessor’s consent to any assignment or subletting shall not transfer to the assignee or sublessee
any Option granted to the original Lessee by this Lease unless such transfer is specifically consented to by Lessor in writing.
(See Paragraph 39.2)


 


12.3         Additional
Terms and Conditions Applicable to Subletting. The following terms and conditions shall apply to any subletting by Lessee of all
or any part of the Premises and shall be deemed included in all subleases under this Lease whether or not expressly incorporated
therein: (a) Lessee hereby assigns and transfers to Lessor all of Lessee’s interest in all Rent payable on any sublease, and Lessor
may collect such Rent and apply same toward Lessee’s obligations under this Lease; provided, however, that until a Breach shall
occur in the performance of Lessee’s obligations, Lessee may collect said Rent. In the event that the amount collected by Lessor
exceeds Lessee’s then outstanding obligations any such excess shall be refunded to Lessee. Lessor shall not, by reason of the foregoing
or any assignment of such sublease, nor by reason of the collection of Rent, be deemed liable to the sublessee for any failure
of Lessee to perform and comply with any of Lessee’s obligations to such sublessee. Lessee hereby irrevocably authorizes and directs
any such sublessee, upon receipt of a written notice from Lessor stating that a Breach exists in the performance of Lessee’s obligations
under this Lease, to pay to Lessor all Rent due and to become due under the sublease. Sublessee shall rely upon any such notice
from Lessor and shall pay all Rents to Lessor without any obligation or right to inquire as to whether such Breach exists, notwithstanding
any claim from Lessee to the contrary.


 


(b)
In the event of a Breach by Lessee, Lessor may, at its option, require sublessee to attorn
to Lessor, in which event Lessor shall undertake the obligations of the sublessor under such sublease from the time of the exercise
of said option to the expiration of such sublease; provided, however, Lessor shall not be liable for any prepaid rents or security
deposit paid by such sublessee to such sublessor or for any prior Defaults or Breaches of such sublessor.


 


(c)
Any matter requiring the consent of the sublessor under a sublease shall also require the
consent of Lessor.


 


(d)
No sublessee shall further assign or sublet all or any part of the Premises without Lessor’s
prior written consent.


 


(e)
Lessor shall deliver a copy of any notice of Default or Breach by Lessee to the sublessee,
who shall have the right to cure the Default of Lessee within the grace period, if any, specified in such notice. The sublessee
shall have a right of reimbursement and offset from and against Lessee for any such Defaults cured by the sublessee.


 


13.         Default;
Breach; Remedies.


 


13.1         Default;
Breach. A “Default” is defined as a failure by the Lessee to comply with or perform any of the terms, covenants, conditions
or Rules and Regulations under this Lease. A “Breach” is defined as the occurrence of one or more of the following Defaults,
and the failure of Lessee to cure such Default within any applicable grace period:


 


(a)
The abandonment of the Premises; or the vacating of the Premises without providing a commercially
reasonable level of security, or where the coverage of the property insurance described in Paragraph 8.3 is jeopardized as a result
thereof, or without providing reasonable assurances to minimize potential vandalism.


 


(b) The
failure of Lessee to make any payment of Rent or any Security Deposit required to be made by Lessee hereunder, whether to
Lessor or to a third party, when due, to provide reasonable evidence of insurance or surety bond, or to fulfill any
obligation under this Lease which endangers or threatens life or property, where such failure continues for a period of 3
business days following written notice to Lessee. THE ACCEPTANCE BY LESSOR OF A PARTIAL PAYMENT OF RENT OR SECURITY DEPOSIT
SHALL NOT CONSTITUTE A WAIVER OF ANY OF LESSOR’S RIGHTS, INCLUDING LESSOR’S RIGHT TO RECOVER POSSESSION OF THE
PREMISES.


 


(c)
The failure of Lessee to allow Lessor and/or its agents access to the Premises or the commission
of waste, act or acts constituting public or private nuisance, and/or an illegal activity on the Premises by Lessee, where such
actions continue for a period of 3 business days following written notice to Lessee.


 





		
	 	 
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(d)  The
failure by Lessee to provide (i) reasonable written evidence of compliance with Applicable Requirements, (ii) the Service contracts,
(iii) the rescission of an unauthorized assignment or subletting, (iv) an Estoppel Certificate or financial statements, (v) a requested
subordination, (vi) evidence concerning any guaranty and/or Guarantor, (vii) any document requested under Paragraph 42, (viii)
material safety data sheets (MSDS), or (ix) any other documentation or information which Lessor may reasonably require of Lessee
under the terms of this Lease, where any such failure continues for a period of 10 days following written notice to Lessee.


 


(e)  A
Default by Lessee as to the terms, covenants, conditions or provisions of this Lease, or of the rules adopted under Paragraph 40
hereof, other than those described in subparagraphs 13.1(a), (b), (c) or (d), above, where such Default continues for a period
of 30 days after written notice; provided, however, that if the nature of Lessee’s Default is such that more than 30 days
are reasonably required for its cure, then it shall not be deemed to be a Breach if Lessee commences such cure within said 30 day
period and thereafter diligently prosecutes such cure to completion.


 


(f)  The
occurrence of any of the following events: (i) the making of any general arrangement or assignment for the benefit of creditors;
(ii) becoming a “debtor” as defined in 11 U.S.C. §101 or any successor Statute thereto (unless, in the case of a
petition filed against Lessee, the same is dismissed within 60 days); (iii) the appointment of a trustee or receiver to take possession
of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not
restored to Lessee within 30 days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s
assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within 30 days; provided,
however, in the event that any provision of this subparagraph is contrary to any applicable law, such provision shall be of no
force or effect, and not affect the validity of the remaining provisions.


 


(g)  The
discovery that any financial statement of Lessee or of any Guarantor given to Lessor was materially false.


 


(h)  If
the performance of Lessee’s obligations under this Lease is guaranteed: (i) the death of a Guarantor, (ii) the termination of a
Guarantor’s liability with respect to this Lease other than in accordance with the terms of such guaranty, (iii) a Guarantor’s
becoming insolvent or the subject of a bankruptcy filing, (iv) a Guarantor’s refusal to honor the guaranty, or (v) a Guarantor’s
breach of its guaranty obligation on an anticipatory basis, and Lessee’s failure, within 60 days following written notice of any
such event, to provide written alternative assurance or security, which, when coupled with the then existing resources of Lessee,
equals or exceeds the combined financial resources of Lessee and the Guarantors that existed at the time of execution of this Lease.


 


13.2       Remedies.
If Lessee fails to perform any of its affirmative duties or obligations, within 10 days after written notice (or in case of an
emergency, without notice), Lessor may, at its option, perform such duty or obligation on Lessee’s behalf, including but
not limited to the obtaining of reasonably required bonds, insurance policies, or governmental licenses, permits or approvals.
Lessee shall pay to Lessor an amount equal to 115% of the costs and expenses incurred by Lessor in such performance upon receipt
of an invoice therefor. In the event of a Breach, Lessor may, with or without further notice or demand, and without limiting Lessor
in the exercise of any right or remedy which Lessor may have by reason of such Breach:


 


(a)  Terminate
Lessee’s right to possession of the Premises by any lawful means, in which case this Lease shall terminate and Lessee shall immediately
surrender possession to Lessor. in such event Lessor shall be entitled to recover from Lessee: (i) the unpaid Rent which had been
earned at the time of termination; (ii) the worth at the time of award of the amount by which the unpaid rent which would have
been earned after termination until the time of award exceeds the amount of such rental loss that the Lessee proves could have
been reasonably avoided; (iii) the worth at the time of award of the amount by which the unpaid rent for the balance of the term
after the time of award exceeds the amount of such rental loss that the Lessee proves could be reasonably avoided; and (iv) any
other amount necessary to compensate Lessor for all the detriment proximately caused by the Lessee’s failure to perform its obligations
under this Lease or which in the ordinary course of things would be likely to result therefrom, including but not limited to the
cost of recovering possession of the Premises, expenses of reletting, including necessary renovation and alteration of the Premises,
reasonable attorneys’ fees, and that portion of any leasing commission paid by Lessor in connection with this Lease applicable
to the unexpired term of this Lease. The worth at the time of award of the amount referred to in provision (iii) of the immediately
preceding sentence shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of the District
within which the Premises are located at the time of award plus one percent. Efforts by Lessor to mitigate damages caused by Lessee’s
Breach of this Lease shall not waive Lessor’s right to recover any damages to which Lessor is otherwise entitled. If termination
of this Lease is obtained through the provisional remedy of unlawful detainer, Lessor shall have the right to recover in such proceeding
any unpaid Rent and damages as are recoverable therein, or Lessor may reserve the right to recover all or any part thereof in a
separate suit. If a notice and grace period required under Paragraph 13.1 was not previously given, a notice to pay rent or quit,
or to perform or quit given to Lessee under the unlawful detainer statute shall also constitute the notice required by Paragraph
13.1. In such case, the applicable grace period required by Paragraph 13.1 and the unlawful detainer statute shall run concurrently,
and the failure of Lessee to cure the Default within the greater of the two such grace periods shall constitute both an unlawful
detainer and a Breach of this Lease entitling Lessor to the remedies provided for in this Lease and/or by said statute.


 





		
	 	 
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(b)  Continue
the Lease and Lessee’s right to possession and recover the Rent as it becomes due, in which event Lessee may sublet or assign,
subject only to reasonable limitations. Acts of maintenance, efforts to relet, and/or the appointment of a receiver to protect
the Lessor’s interests, shall not constitute a termination of the Lessee’s right to possession.


 


(c)  Pursue
any other remedy now or hereafter available under the Iaws or judicial decisions of the state wherein the Premises are located.
The expiration or termination of this Lease and/or the termination of Lessee’s right to possession shall not relieve Lessee from
liability under any indemnity provisions of this Lease as to matters occurring or accruing during the term hereof or by reason
of Lessee’s occupancy of the Premises.


 


13.3       Inducement
Recapture. Any agreement for free or abated rent or other charges, or for the giving or paying by Lessor to or for Lessee of any
cash or other bonus, inducement or consideration for Lessee’s entering into this Lease, all of which concessions are hereinafter
referred to as “inducement Provisions,” shall be deemed conditioned upon Lessee’s full and faithful performance
of all of the terms, covenants and conditions of this Lease. Upon Breach of this Lease by Lessee, any such Inducement Provision
shall automatically be deemed deleted from this Lease and of no further force or effect, and any rent, other charge, bonus, inducement
or consideration theretofore abated, given or paid by Lessor under such an inducement Provision shall be immediately due and payable
by Lessee to Lessor, notwithstanding any subsequent cure of said Breach by Lessee. The acceptance by Lessor of rent or the cure
of the Breach which initiated the operation of this paragraph shall not be deemed a waiver by Lessor of the provisions of this
paragraph unless specifically so stated in writing by Lessor at the time of such acceptance.


 


13.4       Late
Charges. Lessee hereby acknowledges that late payment by Lessee of Rent will cause Lessor to incur costs not contemplated by this
Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing
and accounting charges, and late charges which may be imposed upon Lessor by any Lender. Accordingly, if any Rent shall not be
received by Lessor within 5 days after such amount shall be due, then, without any requirement for notice to Lessee, Lessee shall
immediately pay to Lessor a one-time late charge equal to 10% of each such overdue amount or $100, whichever is greater. The Parties
hereby agree that such late charge represents a fair and reasonable estimate of the costs Lessor will incur by reason of such late
payment. Acceptance of such late charge by Lessor shall in no event constitute a waiver of Lessee’s Default or Breach with respect
to such overdue amount, nor prevent the exercise of any of the other rights and remedies granted hereunder. In the event that a
late charge is payable hereunder, whether or not collected, for 3 consecutive installments of Base Rent, then notwithstanding any
provision of this Lease to the contrary, Base Rent shall, at Lessor’s option, become due and payable quarterly in advance.


 


13.5       Interest.
Any monetary payment due Lessor hereunder, other than late charges, not received by Lessor, when due shall bear interest from the
31st day after it was due. The interest (“Interest”) charged shall be computed at the rate of 10% per annum but shall
not exceed the maximum rate allowed by law. Interest is payable in addition to the potential late charge provided for in Paragraph
13.4.


 


13.6       Breach
by Lessor.


 


(a)  Notice
of Breach. Lessor shall not be deemed in breach of this Lease unless Lessor fails within a reasonable time to perform an obligation
required to be performed by Lessor. For purposes of this Paragraph, a reasonable time shall in no event be less than 30 days after
receipt by Lessor, and any Lender whose name and address shall have been furnished Lessee in writing for such purpose, of written
notice specifying wherein such obligation of Lessor has not been performed; provided, however, that if the nature of Lessor’s obligation
is such that more than 30 days are reasonably required for its performance, then Lessor shall not be in breach if performance is
commenced within such 30 day period and thereafter diligently pursued to completion.


 





		
	 	 
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(b)  Performance
by Lessee on Behalf of Lessor. In the event that neither Lessor nor Lender cures said breach within 30 days after receipt of said
notice, or if having commenced said cure they do not diligently pursue it to completion, then Lessee may elect to cure said breach
at Lessee’s expense and offset from Rent the actual and reasonable cost to perform such cure, provided, however, that such offset
shall not exceed an amount equal to the greater of one month’s Base Rent or the Security Deposit, reserving Lessee’s right to seek
reimbursement from Lessor for any such expense in excess of such offset. Lessee shall document the cost of said cure and supply
said documentation to Lessor.


 


14.         Condemnation.
If the Premises or any portion thereof are taken under the power of eminent domain or sold under the threat of the exercise of
said power (collectively “Condemnation”), this Lease shall terminate as to the part taken as of the date the condemning
authority takes title or possession, whichever first occurs. If more than 10% of the Building, or more than 25% of that portion
of the Premises not occupied by any building, is taken by Condemnation, Lessee may, at Lessee’s option, to be exercised in writing
within 10 days after Lessor shall have given Lessee written notice of such taking (or in the absence of such notice, within 10
days after the condemning authority shall have taken possession) terminate this Lease as of the date the condemning authority takes
such possession. If Lessee does not terminate this Lease in accordance with the foregoing, this lease shall remain in full force
and effect as to the portion of the Premises remaining, except that the Base Rent shall be reduced in proportion to the reduction
in utility of the Premises caused by such Condemnation. Condemnation awards and/or payments shall be the property of Lessor, whether
such award shall be made as compensation for diminution in value of the leasehold, the value of the part taken, or for severance
damages; provided, however, that Lessee shall be entitled to any compensation paid by the condemnor for Lessee’s relocation expenses,
loss of business goodwill and/or Trade Fixtures, without regard to whether or not this Lease is terminated pursuant to the provisions
of this Paragraph. All Alterations and Utility Installations made to the Premises by Lessee, for purposes of Condemnation only,
shall be considered the property of the Lessee and Lessee shall be entitled to any and all compensation which is payable therefor.
In the event that this Lease is not terminated by reason of the Condemnation, Lessor shall repair any damage to the Premises caused
by such Condemnation.


 


16.         Estoppel
Certificates.


 


(a)  Each
Party (as “Responding Party”) shall within 10 days after written notice from the other Party (the “Requesting Party”)
execute, acknowledge and deliver to the Requesting Party a Statement in writing in form similar to the then most current “Estoppel
Certificate” form published by the AIR Commercial Real Estate Association, plus such additional information, confirmation
and/or statements as may be reasonably requested by the Requesting Party.


 


(b)  If
the Responding Party shall fail to execute or deliver the Estoppel Certificate within such 10 day period, the Requesting Party
may execute an Estoppel Certificate stating that: (i) the Lease is in full force and effect without modification except as may
be represented by the Requesting Party, (ii) there are no uncured defaults in the Requesting Party’s performance, and (iii) if
Lessor is the Requesting Party, not more than one month’s rent has been paid in advance. Prospective purchasers and encumbrancers
may rely upon the Requesting Party’s Estoppel Certificate, and the Responding Party shall be estopped from denying the truth of
the facts contained in said Certificate. In addition, Lessee acknowledges that any failure on its part to provide such an Estoppel
Certificate will expose Lessor to risks and potentially cause Lessor to incur costs not contemplated by this Lease, the extent
of which will be extremely difficult to ascertain. Accordingly, should the Lessee fail to execute and/or deliver a requested Estoppel
Certificate in a timely fashion the monthly Base Rent shall be automatically increased, without any requirement for notice to Lessee,
by an amount equal to 10% of the then existing Base Rent or $100, whichever is greater for remainder of the Lease. The Parties
agree that such increase in Base Rent represents fair and reasonable compensation for the additional risk/costs that Lessor will
incur by reason of Lessee’s failure to provide the Estoppel Certificate. Such increase in Base Rent shall in no event constitute
a waiver of Lessee’s Default or Breach with respect to the failure to provide the Estoppel Certificate nor prevent the exercise
of any of the other rights and remedies granted hereunder.


 





		
	 	 
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(c)  If
Lessor desires to finance, refinance, or sell the Premises, or any part thereof, Lessee and all Guarantors shall within 10 days
after written notice from Lessor deliver to any potential lender or purchaser designated by Lessor such financial statements as
may be reasonably required by such lender or purchaser, including but not limited to Lessee’s financial statements for the past
3 years. All such financial statements shall be received by Lessor and such lender or purchaser in confidence and shall be used
only for the purposes herein set forth.


 


17.         Definition
of Lessor. The term “Lessor” as used herein shall mean the owner or owners at the time in question of the fee title to
the Premises, or, if this is a sublease, of the Lessee’s interest in the prior lease. In the event of a transfer of Lessor’s title
or interest in the Premises or this Lease, Lessor shall deliver to the transferee or assignee (in cash or by credit) any unused
Security Deposit held by Lessor. Upon such transfer or assignment and delivery of the Security Deposit, as aforesaid, the prior
Lessor shall be relieved of all liability with respect to the obligations and/or covenants under this Lease thereafter to be performed
by the Lessor. Subject to the foregoing, the obligations and/or covenants in this Lease to be performed by the Lessor shall be
binding only upon the Lessor as hereinabove defined.


 


18.         Severability.
The invalidity of any provision of this Lease, as determined by a court of competent jurisdiction, shall in no way affect the validity
of any other provision hereof.


 


19.         Days.
Unless otherwise specifically indicated to the contrary, the word “days” as used in this Lease shall mean and refer to
calendar days.


 


20.         Limitation
on Liability. The obligations of Lessor under this Lease shall not constitute personal obligations of Lessor or its partners, members,
directors, officers or shareholders, and Lessee shall look to the Premises, and to no other assets of Lessor, for the satisfaction
of any liability of Lessor with respect to this Lease, and shall not seek recourse against Lessor’s partners, members, directors,
officers or shareholders, or any of their personal assets for such satisfaction.


 


21.         Time
of Essence. Time is of the essence with respect to the performance of all obligations to be performed or observed by the Parties
under this Lease.


 


22.         No
Prior or Other Agreements; Broker Disclaimer. This Lease contains all agreements between the Parties with respect to any matter
mentioned herein, and no other prior or contemporaneous agreement or understanding shall be effective. Lessor and Lessee each represents
and warrants to the Brokers that it has made, and is relying solely upon, its own investigation as to the nature, quality, character
and financial responsibility of the other Party to this Lease and as to the use, nature, quality and character of the Premises.
Brokers have no responsibility with respect thereto or with respect to any default or breach hereof by either Party.


 


23.         Notices.


 


23.1         Notice
Requirements. All notices required or permitted by this Lease or applicable law shall be in writing and may be delivered in person
(by hand or by courier) or may be sent by regular, certified or registered mail or U.S. Postal Service Express Mail, with postage
prepaid, or by facsimile transmission, and shall be deemed sufficiently given if served in a manner specified in this Paragraph
23: The addresses noted adjacent to a Party’s signature on this Lease shall be that Party’s address for delivery or mailing of
notices. Either Party may by written notice to the other specify a different address for notice, except that upon Lessee’s taking
possession of the Premises, the Premises shall constitute Lessee’s address for notice. A copy of all notices to Lessor shall be
concurrently transmitted to such party or parties at such addresses as Lessor may from time to time hereafter designate in writing.


 





		
	 	 
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23.2         Date
of Notice. Any notice sent by registered or certified mail, return receipt requested, shall be deemed given on the date of delivery
shown on the receipt card, or if no delivery date is shown, the postmark thereon. If sent by regular mail the notice shall be deemed
given 72 hours after the same is addressed as required herein and mailed with postage prepaid. Notices delivered by United States
Express Mail or overnight courier that guarantees next day delivery shall be deemed given 24 hours after delivery of the same to
the Postal Service or courier. Notices transmitted by facsimile transmission or similar means shall be deemed delivered upon telephone
confirmation of receipt (confirmation report from fax machine is sufficient), provided a copy is also delivered via delivery or
mail. If notice is received on a Saturday, Sunday or legal holiday, it shall be deemed received on the next business day.


 


24.         Waivers.


 


(a)          No
waiver by Lessor of the Default or Breach of any term, covenant or condition hereof by Lessee, shall be deemed a waiver of any
other term, covenant or condition hereof, or of any subsequent Default or Breach by Lessee of the same or of any other term, covenant
or condition hereof. Lessor’s consent to, or approval of, any act shall not be deemed to render unnecessary the obtaining of Lessor’s
consent to, or approval of, any subsequent or similar act by Lessee, or be construed as the basis of an estoppel to enforce the
provision or provisions of this Lease requiring such consent.


 


(b)          The
acceptance of Rent by Lessor shall not be a waiver of any Default or Breach by Lessee. Any payment by Lessee may be accepted by
Lessor on account of moneys or damages due Lessor, notwithstanding any qualifying statements or conditions made by Lessee in connection
therewith, which such statements and/or conditions shall be of no force or effect whatsoever unless specifically agreed to in writing
by Lessor at or before the time of deposit of such payment.


 


(c)          THE
PARTIES AGREE THAT THE TERMS OF THIS LEASE SHALL GOVERN WITH REGARD TO ALL MATTERS RELATED THERETO AND HEREBY WAIVE THE PROVISIONS
OF ANY PRESENT OR FUTURE STATUTE.


 


26.         No
Right To Holdover. Lessee has no right to retain possession of the Premises or any part thereof beyond the expiration or termination
of this Lease. In the event that Lessee holds over, then the Base Rent shall be increased to 150% of the Base Rent applicable immediately
preceding the expiration or termination. Nothing contained herein shall be construed as consent by Lessor to any holding over by
Lessee. The foregoing provisions are in addition to and do not affect Lessor’s right of re-entry or any other rights or remedies
of Lessor hereunder or as otherwise provided at law or in equity, or both. If Lessee fails to surrender the Premises upon the expiration
or earlier termination of the Term, Lessee shall indemnify and hold Lessor harmless from and against any and all losses, costs,
damages and liability (including actual attorneys’ fees and costs, and court costs), direct or indirect, which Lessor may suffer
as a result of Lessee’s failure to surrender the Premises.


 


27.         Cumulative
Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other
remedies at law or in equity.


 


28.         Covenants
and Conditions; Construction of Agreement. All provisions of this Lease to be observed or performed by Lessee are both covenants
and conditions. In construing this Lease, all headings and titles are for the convenience of the Parties only and shall not be
considered a part of this Lease. Whenever required by the context, the singular shall include the plural and vice versa. This Lease
shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties
had prepared it.


 





		
	 	 
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29.         Binding
Effect; Choice of Law. This Lease shall be binding upon the Parties, their personal representatives, successors and assigns and
be governed by the laws of the State in which the Premises are located. Any litigation between the Parties hereto concerning this
Lease shall be initiated in the county in which the Premises are located.


 


30. Subordination; Attornment; Non-Disturbance.


 


30.1         Subordination.
This Lease and any Option granted hereby shall be subject and subordinate to any ground lease, mortgage, deed of trust, or other
hypothecation or security device (collectively, “Security Device”), now or hereafter placed upon the Premises, to any
and all advances made on the security thereof, and to all renewals, modifications, and extensions thereof. Lessee agrees that the
holders of any such Security Devices (in this Lease together referred to as “Lender”) shall have no liability or obligation
to perform any of the obligations of Lessor under this Lease. Any Lender may elect to have this Lease and/or any Option granted
hereby superior to the lien of its Security Device by giving written notice thereof to Lessee, whereupon this Lease and such Options
shall be deemed prior to such Security Device, notwithstanding the relative dates of the documentation or recordation thereof.


 


30.2         Attornment.
in the event that Lessor transfers title to the Premises, or the Premises are acquired by another upon the foreclosure or termination
of a Security Devise to which this Lease is subordinated (i) Lessee shall, subject to the non-disturbance provisions of Paragraph
30.3, attorn to such new owner, and upon request, enter into a new lease, containing all of the terms and provisions of this Lease,
with such new owner for the remainder of the term hereof, or, at the election of the new owner, this Lease will automatically become
a new lease between Lessee and such new owner, and (ii) Lessor shall thereafter be relieved of any further obligations hereunder
and such new owner shall assume all of Lessor’s obligations, except that such new owner shall not: (a) be liable for any act or
omission of any prior lessor or with respect to events occurring prior to acquisition of ownership; (b) be subject to any offsets
or defenses which Lessee might have against any prior lessor, (c) be bound by prepayment of more than one month’s rent, or (d)
be liable for the return of any security deposit paid to any prior lessor which was not paid or credited to such new owner.


 


30.3         Non-Disturbance.
With respect to Security Devices entered into by Lessor after the execution of this Lease, Lessee’s subordination of this Lease
shall be subject to receiving a commercially reasonable non-disturbance agreement (a “Non-Disturbance Agreement”) from
the Lender which Non-Disturbance Agreement provides that Lessee’s possession of the Premises, and this Lease, including any options
to extend the term hereof, will not be disturbed so long as Lessee is not in Breach hereof and attorns to the record owner of the
Premises. Further, within 60 days after the execution of this Lease, Lessor shall, if requested by Lessee, use its commercially
reasonable efforts to obtain a Non-Disturbance Agreement from the holder of any pre-existing Security Device which is secured
by the Premises. In the event that Lessor is unable to provide the Non-Disturbance Agreement within said 60 days, then Lessee may,
at Lessee’s option, directly contact Lender and attempt to negotiate for the execution and delivery of a Non-Disturbance Agreement.


 


30.4         Self-Executing.
The agreements contained in this Paragraph 30 shall be effective without the execution of any further documents; provided, however,
that, upon written request from Lessor or a Lender in connection with a sale, financing or refinancing of the Premises, Lessee
and Lessor shall execute such further writings as may be reasonably required to separately document any subordination, attornment
and/or Non-Disturbance Agreement provided for herein.


 


31.         Attorneys’
Fees. If any Party or Broker brings an action or proceeding involving the Premises whether founded in tort, contract or equity,
or to declare rights hereunder, the Prevailing Party (as hereafter defined) in any such proceeding, action, or appeal thereon,
shall be entitled to reasonable attorneys’ fees. Such fees may be awarded in the same suit or recovered in a separate suit, whether
or not such action or proceeding is pursued to decision or judgment. The term, “Prevailing Party” shall include, without
limitation, a Party or Broker who substantially obtains or defeats the relief sought, as the case may be, whether by compromise,
settlement, judgment, or the abandonment by the other Party or Broker of its claim or defense. The attorneys’ fees award shall
not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all attorneys’ fees reasonably
incurred. In addition, Lessor shall be entitled to attorneys’ fees, costs and expenses incurred in the preparation and service
of notices of Default and consultations in connection therewith, whether or not a legal action is subsequently commenced in connection
with such Default or resulting Breach ($200 is a reasonable minimum per occurrence for such services and consultation).


 





		
	 	 
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32.         Lessor’s
Access; Showing Premises; Repairs. Lessor and Lessor’s agents shall have the right to enter the Premises at any time, in the case
of an emergency, and otherwise at reasonable times after reasonable prior notice for the purpose of showing the same to prospective
purchasers, lenders, or tenants, and making such alterations, repairs, improvements or additions to the Premises as Lessor may
deem necessary or desirable and the erecting, using and maintaining of utilities, services, pipes and conduits through the Premises
and/or other premises as long as there is no material adverse effect to Lessee’s use of the Premises. All such activities shall
be without abatement of rent or liability to Lessee.


 


33.         Auctions.
Lessee shall not conduct, nor permit to be conducted, any auction upon the Premises without Lessor’s prior written consent. Lessor
shall not be obligated to exercise any standard of reasonableness in determining whether to permit an auction.


 


34.         Signs.
Lessor may place on the Premises ordinary “For Sale” signs at any time and ordinary “For Lease” signs during
the last 6 months of the term hereof. Except for ordinary “for sublease” signs, Lessee shall not place any sign upon
the Premises without Lessor’s prior written consent. All signs must comply with all Applicable Requirements.


 


35.         Termination;
Merger. Unless specifically stated otherwise in writing by Lessor, the voluntary or other surrender of this Lease by Lessee, the
mutual termination or cancellation hereof, or a termination hereof by Lessor for Breach by Lessee, shall automatically terminate
any sublease or lesser estate in the Premises; provided, however, that Lessor may elect to continue any one or all existing subtenancies.
Lessor’s failure within 10 days following any such event to elect to the contrary by written notice to the holder of any such lesser
interest, shall constitute Lessor’s election to have such event constitute the termination of such interest.


 


36.         Consents.
Except as otherwise provided herein, wherever in this Lease the consent of a Party is required to an act by or for the other Party,
such consent shall not be unreasonably withheld or delayed. Lessor’s actual reasonable costs and expenses (including but not limited
to architects’, attorneys’, engineers’ and other consultants’ fees) incurred in the consideration of, or response to,
a request by Lessee for any Lessor consent, including but not limited to consents to an assignment, a subletting or the presence
or use of a Hazardous Substance, shall be paid by Lessee upon receipt of an invoice and supporting documentation therefor. Lessor’s
consent to any act, assignment or subletting shall not constitute an acknowledgment that no Default or Breach by Lessee of this
Lease exists, nor shall such consent be deemed a waiver of any then existing Default or Breach, except as may be otherwise specifically
stated in writing by Lessor at the time of such consent. The failure to specify herein any particular condition to Lessor’s consent
shall not preclude the imposition by Lessor at the time of consent of such further or other conditions as are then reasonable with
reference to the particular matter for which consent is being given. In the event that either Party disagrees with any determination
made by the other hereunder and reasonably requests the reasons for such determination, the determining party shall furnish its
reasons in writing and in reasonable detail within 10 business days following such request.


 


37.         Guarantor.


 


37.1         Execution.
The Guarantors, if any, shall each execute a guaranty in the form most recently published by the AIR Commercial Real Estate Association,
and each such Guarantor shall have the same obligations as Lessee under this Lease.


 





		
	 	 
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37.2         Default.
It shall constitute a Default of the Lessee if any Guarantor fails or refuses, upon request to provide: (a) evidence of the execution
of the guaranty, including the authority of the party signing on Guarantor’s behalf to obligate Guarantor, and in the case of a
corporate Guarantor, a certified copy of a resolution of its board of directors authorizing the making of such guaranty, (b) current
financial statements, (c) an Estoppel Certificate, or (d) written confirmation that the guaranty is still in effect.


 


38.         Quiet
Possession. Subject to payment by Lessee of the Rent and performance of all of the covenants, conditions and provisions on Lessee’s
part to be observed and performed under this Lease, Lessee shall have quiet possession and quiet enjoyment of the Premises during
the term hereof.


 


39.         Options.
If Lessee is granted any Option, as defined below, then the following provisions shall apply:


 


39.1        Definition.
“Option” shall mean: (a) the right to extend or reduce the term of or renew this Lease or to extend or reduce the
term of or renew any lease that Lessee has on other property of Lessor; (b) the right of first refusal or first offer to
lease either the Premises or other property of Lessor; (c) the right to purchase, the right of first offer to purchase or the
right of first refusal to purchase the Premises or other property of Lessor.


 


39.2        Options
Personal To Original Lessee. Any Option granted to Lessee in this Lease is personal to the original Lessee, and cannot be
assigned or exercised by anyone other than said original Lessee and only while the original Lessee is in full possession of
the Premises and, if requested by Lessor, with Lessee certifying that Lessee has no intention of thereafter assigning or
subletting.


 


39.3        Multiple
Options. In the event that Lessee has any multiple Options to extend or renew this Lease, a later Option cannot be exercised unless
the prior Options have been validly exercised.


 


39.4        Effect
of Default on Options.


 


(a)   Lessee
shall have no right to exercise an Option: (i) during the period commencing with the giving of any notice of Default and continuing
until said Default is cured, (ii) during the period of time any Rent is unpaid (without regard to whether notice thereof is given
Lessee), (iii) during the time Lessee is in Breach of this Lease, or (iv) in the event that Lessee has been given 3 or more notices
of separate Default, whether or not the Defaults are cured, during the 12 month period immediately preceding the exercise of the
Option.


 


(b)   The
period of time within which an Option may be exercised shall not be extended or enlarged by reason of Lessee’s inability to exercise
an Option because of the provisions of Paragraph 39.4(a).


 


(c)   An
Option shall terminate and be of no further force or effect, notwithstanding Lessee’s due and timely exercise of the Option, if,
after such exercise and prior to the commencement of the extended term or completion of the purchase, (i) Lessee fails to pay Rent
for a period of 30 days after such Rent becomes due (without any necessity of Lessor to give notice thereof), or (ii) if Lessee
commits a Breach of this Lease.


 


40.         Multiple
Buildings. If the Premises are a part of a group of buildings controlled by Lessor, Lessee agrees that it will abide by and conform
to all reasonable rules and regulations which Lessor may make from time to time for the management, safety, and care of said properties,
including the care and cleanliness of the grounds and including the parking, loading and unloading of vehicles, and to cause its
employees, suppliers, shippers, customers, contractors and invitees to so abide and conform. Lessee also agrees to pay its fair
share of common expenses incurred in connection with such rules and regulations.


 


41.         Security
Measures. Lessee hereby acknowledges that the Rent payable to Lessor hereunder does not include the cost of guard service or other
security measures, and that Lessor shall have no obligation whatsoever to provide same. Lessee assumes all responsibility for the
protection of the Premises, Lessee, its agents and invitees and their property from the acts of third parties.


 





		
	 	 
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42.         Reservations.
Lessor reserves to itself the right, from time to time, to grant, without the consent or joinder of Lessee, such easements, rights
and dedications that Lessor deems necessary, and to cause the recordation of parcel maps and restrictions, so long as such easements,
rights, dedications, maps and restrictions do not unreasonably interfere with the use of the Premises by Lessee. Lessee agrees
to sign any documents reasonably requested by Lessor to effectuate any such easement rights, dedication, map or restrictions.


 


43.         Performance
Under Protest. If at any time a dispute shall arise as to any amount or sum of money to be paid by one Party to the other under
the provisions hereof, the Party against whom the obligation to pay the money is asserted shall have the right to make payment
“under protest” and such payment shall not be regarded as a voluntary payment and there shall survive the right on the
part of said Party to institute suit for recovery of such sum. If it shall be adjudged that there was no legal obligation on the
part of said Party to pay such sum or any part thereof, said Party shall be entitled to recover such sum or so much thereof as
it was not legally required to pay. A Party who does not initiate suit for the recovery of sums paid “under protest”
with 6 months shall be deemed to have waived its right to protest such payment.


 


44.         Authority;
Multiple Parties; Execution.


 


(a)          If
either Party hereto is a corporation, trust, limited liability company, partnership, or similar entity, each individual executing
this Lease on behalf of such entity represents and warrants that he or she is duly authorized to execute and deliver this Lease
on its behalf. Each Party shall, within 30 days after request, deliver to the other Party satisfactory evidence of such authority.


 


(b)          If
this Lease is executed by more than one person or entity as “Lessee”, each such person or entity shall be jointly and
severally liable hereunder. It is agreed that any one of the named Lessees shall be empowered to execute any amendment to this
Lease, or other document ancillary thereto and bind all of the named Lessees, and Lessor may rely on the same as if all of the
named Lessees had executed such document.


 


(c)          This
Lease may be executed by the Parties in counterparts, each of which shall be deemed an original and all of which together shall
constitute one and the same instrument.


 


45.         Conflict.
Any conflict between the printed provisions of this Lease and typewritten or handwritten provisions shall be controlled by the
typewritten or handwritten provisions.


 


46.         Offer.
Preparation of this Lease by either Party or their agent and submission of same to the other Party shall not be deemed an offer
to lease to the other Party. This Lease is not intended to be binding until executed and delivered by all Parties hereto.


 


47.         Amendments.
This Lease may be modified only in writing, signed by the Parties in interest at the time of the modification. As long as they
do not materially change Lessee’s obligations hereunder, Lessee agrees to make such reasonable non-monetary modifications to this
Lease as may be reasonably required by a Lender in connection with the obtaining of normal financing or refinancing of the Premises.


 


48.         Waiver
of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT.


 


 


		
	 	 
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49.         Arbitration of Disputes. An Addendum requiring the
Arbitration of all disputes between the Parties and/or Brokers arising out of this Lease


 


0 is 0 is not attached to this Lease.


 


50.         Accessibility;
Americans with Disabilities Act.


 


(a)          The
Premises: 0 have not undergone an inspection by a Certified Access Specialist (CASp). 0 have undergone an inspection by a Certified
Access Specialist (CASp) and it was determined that the Premises met all applicable construction-related accessibility standards
pursuant to California Civil Code §55.51 et seq. 0 have undergone an inspection by a Certified Access Specialist (CASp) and
it was determined that the Premises did not meet all applicable construction-related accessibility standards pursuant to California
Civil Code §55.51 et seq.


 


(b)          Since
compliance with the Americans with Disabilities Act (ADA) is dependent upon Lessee’s specific use of the Premises, Lessor makes
no warranty or representation as to whether or not the Premises comply with ADA or any similar legislation. In the event that Lessee’s
use of the Premises requires modifications or additions to the Premises in order to be in ADA compliance, Lessee agrees to make
any such necessary modifications and/or additions at Lessee’s expense.


 


51.         Restrictions.
The Lease is subject to, and Lessee shall timely comply with all terms, conditions, restrictions, and obligations set forth in
any recorded covenants, conditions, or restrictions of record relating to the Premises (collectively, the “CC&Rs”)
to the extent such CC&Rs apply to users or occupants of the Project.


 


52.         Limitation
of Lessor Liability, It is expressly understood and agreed that notwithstanding anything in this Lease to the contrary, Lessee
acknowledges and agrees that all persons dealing with Lessor must look solely to the interest of the Lessor in the Premises for
the enforcement of any claims against or liability of the Lessor. No present or future employee, trustee, agent, or member of Lessor
shall have any personal liability directly or indirectly, and recourse shall not be had against any such present or future employee,
trustee, agent, or member of Lessor under or in connection with this Lease or the Premises. Lessee on its behalf, and on behalf
of any and all of its successors and assigns, hereby waives and releases any and all such personal liability and recourse.


 


53.         Force
Majeure. The time for performance by either party of any obligation under this Lease (other than the payment of Base Rent or any
other rent obligation) shall be extended on a day by day basis to the extent of any delay resulting from the occurrence of any
of the following (collectively) and “force majeure event”): fire, earthquake, explosion, flood, weather, the elements,
acts of God or the public enemy, strike, other labor trouble, interference of governmental authorities or agents, or shortages
of fuel, supplies or labor resulting therefrom or any other cause, whether similar or dissimilar to the above, beyond the reasonable
control of the party obligated for such performance (financial inability excepted). It is specifically understood and agreed that
the failure of Lessee to obtain any permit or governmental approval for the operation of its business on the Premises shall not
alter, impair or otherwise affect the obligations of Lessee to pay Base Rent and any other additional rent due under the terms
and provisions of this Lease.


 


54.         Execution
of Lease. Submission of this Lease for examination or signature by Lessee does not create a reservation of or option to lease.
This Lease shall become effective and binding only upon full execution of this Lease by both Lessor and Lessee.


 


		
	 	 
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When Lessor delivers this SIGNED Lease to Lessee for execution,
Lessee must execute and return two (2) duplicate originals to Lessor no later than five (5) days after such RECEIPT BY Lessee.


 


LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE
AND EACH TERM AND PROVISION CONTAINED HEREIN, AND BY THE EXECUTION OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO.
THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE
THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES.


 


ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE
BY THE AIR COMMERCIAL REAL ESTATE ASSOCIATION OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF
THIS LEASE OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO:


 


1.    SEEK
ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.


 


2.    RETAIN
APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED
TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PREMISES, THE STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF
AND OPERATING SYSTEMS, AND THE SUITABILITY OF THE PREMISES FOR LESSEE’S INTENDED USE.


 


WARNING: IF THE PREMISES IS LOCATED IN A STATE OTHER
THAN CALIFORNIA, CERTAIN PROVISIONS OF THE LEASE MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PREMISES
IS LOCATED.


 


		
	 	 
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The parties hereto have executed this Lease
at the place and on the dates specified above their respective signatures.


 


	Executed at:	 4005 ALL AMERICAN WAY OH, 43701	 	Executed at:	 4005 ALL AMERICAN WAY OH, 43701


 


	On:	10-10-13	 	On:	10-10-2013


 


	By LESSOR:	 	By LESSEE:
	 	 	 	 
	 	Coll Financial Holdings, LLC, an Ohio	 	Axion International, Inc., a Delaware
	 	 	 	 
	 	limited liability company	 	corporation Axion International Holdings a Colorado corporation


 


	By:	/s/ Brian Coll	 	By:	/s/ Steven Silverman


 


	Name Printed:	 Brian Coll	 	Name Printed:	Steven Silverman


 


	Title:	 President 	 	Title:	 President & CEO


 


	By:	 Reneé H. Coll	 	By:	 


 


	Name Printed:	 Reneé Coll	 	Name Printed:	 


 


	Title:	 Member	 	Title:	 


 


	Address:	 	 	Address:	 


 


	Telephone:(   )	 	 	Telephone:(   )	 


 


	Facsimile:(   )	 	 	Facsimile:(   )	 


 


	Email:	 	 	Email:	 


 


	Email:	 	 	 Email:	 


 


	Federal ID No.	 	 	 Federal ID No.	 


 


NOTICE: These forms are often modified
to meet changing requirements of law and industry needs. Always write or call to make sure you are utilizing the most current form:
AIR Commercial Real Estate Association, 500 N Brand Blvd, Suite 900, Glendale, CA 91203. Telephone No. (213) 687-8777. Fax No.:
(213) 687-8616.


 


© Copyright 2001 - By AIR
Commercial Real Estate Association. All rights reserved. No part of these works may be reproduced in any form without permission
in writing.








 





		
	 	 
	©2001 -  AIR COMMERCIAL REAL ESTATE ASSOCIATION	FORM STN-16-2/13E


 




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