Exhibit 10.31





 



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 May  1, 2013     
, is made by and between COLL OH RE HOLDINGS LLC, a Delaware limited liability company                                
(“Lessor”) and Y City Recycling LLC, an Ohio limited liability company                             
(“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 4005 All American Way, Zanesville                                         ,
located in the County of Muskingum                          ,
State of Ohio                              ,
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:
Five (5)                      
years and Zero (0)                      
months (“Original Term”) commencing May 1, 2013                      
(“Commencement Date”) and ending April 30, 2018, 5:00 p.m                          
 (“Expiration Date”). (See also Paragraph 3) *See Addendum


 


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


 


1.5          Base
Rent: $25, 750.00 per month (“Base Rent”), payable on the first (1st)                             
day of each month commencing on the Commencement Date                             .
(See also Paragraph 4)


 


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


 


1.6          Base Rent and Other Monies Paid Upon Execution:


 


(a)            
Base Rent: $25, 750 .00                    
for the period first full month of the Lease                        


 


(b)            
Security Deposit: $77,250.00         (“Security Deposit”).
(See also Paragraph 5)


 


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


 


(d)            
Other: $8, 500.00                        
for all legal fees and other costs incurred by Landlord in connection with the execution of this new Lease with Lessee                       


 


(e)            
Total Due Upon Execution of this Lease: $111,500.00                                       


 


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


 


1.8          Insuring
Party: Lessor is the “Insuring Party” unless otherwise slated herein.(See also Paragraph8)


 


1.9          Real Estate Brokers: (See also Paragraph 15)


 


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


 





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 ̈ n/a                                  
represents Lessor exclusively (“Lessor’s Broker”);


 ̈ n/a                                  
represents Lessee exclusively (“Lessee’s Broker”); or


 ̈ n/a                                  
represents both Lessor and Lessee (“Dual Agency”).


 





(b) Payment
to Brokers: Upon execution and delivery of this Lease by both Parties, Lessor shall pay to the Brokers for
the brokerage services rendered by the Brokers the fee agreed to in the attached separate written agreement or if no such agreement
is attached, the sum of                    
or                    %
of the total Base Rent payable for the Original Term, the sum of                    
or                    
of the total Base Rent payable during any period of time that the Lessee occupies the Premises subsequent to the Original Term,
and/or the sum of                    
or                   
% of the purchase price in the event that the Lessee or anyone affiliated with Lessee acquires from Lessor any rights to the Premises.




 


1.10        Guarantor.
The obligations of the Lessee under this Lease are to be guaranteed by Brian Coll and Renee Coll                                           .
(“Guarantor”). (See also Paragraph 37)


 


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


 


þ an Addendum
consisting of Paragraphs 1.5                  through
57                  ;


 ̈ a plot plan
depicting the Premises;


 ̈ a current
set of the Rules and Regulations;


 ̈ a Work Letter;


 ̈
                                                                                                           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 broom clean and free of debris on the
Commencement Date or the Early Possession Date, whichever first occurs (“Start
Date”), and, so long as the required service contracts described in Paragraph 7.1(b0 below are obtained by
Lessee and in effect within thirty days following the Start Date, warrants that the existing electrical, plumbing, fire
sprinkler, lighting, heating, ventilating and air conditioning systems (“HVAC”), loading doors, sump
pumps, if any, and all other such elements in the Premises, other than these constructed by Lessee, shall be in good
operating condition on said date, that the structural elements of the roof, bearing walls and foundation of any buildings on
the Premises (the “Building”) shall be free of material defects, and that the Premises do not contain
hazardous levels of any mold or fungi defined as toxic under applicable state or federal law. If a non compliance with sad
warranty exists as of the Start Date, or if one of such systems or elements should malfunction or fail within the appropriate
warranty period, Lesser shall, as Lesser’s sole obligation with respect to such matter, except as otherwise provided in
this Lease, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such
non compliance, malfunction or failure, rectify same at Lesser’s expense. The warranty periods shall be as follow: (i)
6 months as to the HVAC systems, and (ii) 30 days as to the remaining systems and other elements of the Building. If Lessee
does not give Lesser the required notice within the appropriate warranty period, correction of any such non
compliance, malfunction or failure shall be the obligation of Lessee at Lessee’s sole cost and expense. 







 





2.3         Compliance.
Lessor makes no representation or warranty with respect to warrants that to the best of its knowledge 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. Said warranty does not apply to
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 Premises do not comply with said warranty, Lessor shall, except as otherwise provided,
promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non compliance,
rectify the same at Lessor’s expense. If Lessee does not give Lessor written notice of a non compliance with this warranty
within 6 months following the Start Date, correction of that non compliance shall be the obligation of Lessee at Lessee’s
sole cost and expense. 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 1/144th 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 ts 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 result 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 (il) complete such Capital Expenditure at its own expense. Lessee shall not, however, have any right to terminate this Lease.


 


2.4           Acknowledgements.
Lessee acknowledges 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 fire 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 necessary 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. In addition, Lessor acknowledges that: (i) Brokers have made no representations,
promises or warranties concerning Lessee’s ability to honor the Lease or suitability to occupy the Premises, and (ii) it is Lessor’s
sole responsibility to investigate the financial capability and/or suitability of all proposed tenants.


 


2.5           Lessee
as Prior Owner/Occupant. Lessee acknowledges and agrees that, immediately prior to the Start Date, an affiliate of
Lessee was the occupant of the Premises, and accordingly anyThe-warrantfes made by Lessor in Paragraph 2 shali be of no force
or effect if immediately prior to tho Start Dato Lessee was-th e-owner or oooupant-of-the
Premises. In suoh ovortt, 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.


 


3.2           Early
Possession.-Any provision
horein granting Lossoo Early Possession of tho Promicos is subject to-and oonditionod
upon tho Promises boing available for suoh pocsossion prior
to tho Comrnoncomont Dato.—Any grant of Early Possession only convoys a non cxoluoivo right to
occupy tho Promises. If Lossoo-tetaily or partially
oocupios-tho Promicos prior-to4he Commoncement Dato, tho obligation
to pay Baso Ront ohall be abatod for the period of such Early-Fessosoion.
All other terms of this Loaso (including but-not limited to
the obligations to pay Roal Proporty-Taxes and insuranoo premiums and to maintain
tho Promisos) shall-be in effect during suoh period-.
Any suoh Early Possession shall not affcot tho Expiration


 





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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 be 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. In 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.


 


4.3        Association
Fees. In addition to the Base Rent, Lessee shall pay to Lessor each month an amount equal to any owner’s association or condominium
fees levied or assessed against the Premises. Said monies shall be paid at the same time and in the same manner as the Base Rent.


 


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 all 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 following 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.


 





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		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 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 or Lessor’s objections to the charge
in the Agreed Use.







 


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.


 


(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.


 


(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. 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 employess. 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.







 





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(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 Requirements, without regard to whether such 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.


 


6.4           Inspection;
Compliance. Lessor and Lessor’s “Lender” (as defined in Paragraph 30), representatives, designees
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.


 





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(b)
Service Contracts. Lessee shall, at Lessee’s sole expense, procure and maintain contracts,
with copies to Lessor, in customary form and substance for, and with contractors specializing and experienced in the maintenance
of the following equipment and improvements, if any, if and when installed on the Premises: (i) HVAC equipment, (ii) boiler, and
pressure vessels, (iii) fire extinguishing systems, including fire alarm and/or smoke detection, (iv) landscaping and irrigation
systems, (v) roof covering and drains, and (vi) clarifiers. However, Lessor reserves the right, upon notice to Lessee, to procure
and maintain any or all of such service contracts, and Lessee shall reimburse Lessor, upon demand, for the cost thereof.


 


(c)
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.


 


(d)
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.


 


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’1 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. Lessee may, however, make non-structural Alterations or Utility Installations to the interior
of the Premises (excluding the roof) without such consent but upon notice to Lessor, as long as they are not visible from the outside,
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.


 





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(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.


 


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 net
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 carried by Lessor under Paragraph 8.2(b) in excess of $2,000,000 per occurrence. Premiums for policy periods
commencing prior to or extending beyond the Lease term shall be prorated to correspond to the Lease term. Payment 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 with an annual aggregate of not less than $2,000,000. Lessee shall add Lessor as an additional insured 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. Lessee shall maintain Workers Compensation insurance as required by law.


 


(b)
Carried by Lessor. Lessor shall maintain liability insurance in such form and substance
deemed necessary by Lessor as described
in Paragraph 8.2(a), in addition
to, and not in lieu of, the insurance
required to be maintained by
Lessee. Lessee shall not be named
as an additional insured therein.


 





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8.3           Property
Insurance - Building, Improvements and Rental Value.


 


(a)
Building and Improvements. The Insuring Party shall obtain and keep in force a policy
or policies in the name of Lessor, with loss payable to Lessor, any ground-lessor, and to any Lender insuring loss or damage to
the Premises. The amount of such insurance shall be equal to the full insurable replacement cost of the Premises, as the same shall
exist from time to time, or the amount required by any Lender, but in no event
more than the 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. If the
coverage is available and commercially appropriate, such policy or policies shall insure against all risks of direct physical loss
or damage (except the perils of flood and/or earthquake unless
required by a Lender), including coverage
for debris removal and the enforcement of any Applicable Requirements requiring the upgrading, demolition, reconstruction or replacement
of any portion of the Premises as the result of a covered loss. Said policy or policies shall also contain an agreed valuation
provision in lieu of any coinsurance clause, waiver of subrogation, and inflation guard protection causing an increase in the annual
property insurance coverage amount by a factor of not less than the adjusted U.S. Department of Labor Consumer Price Index for
All Urban Consumers for the city nearest to where the Premises are located. 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. The Insuring Party shall may 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 $1,000 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. Lessee shall provide
Lessor with written evidence that such insurance is in force.


 


(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.


 


(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 duringthe 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.


 


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.


 





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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. Lessee’s indemnity obligations under this
Paragraph 8.7 shall survive expiration or earlier termination of this Lease.


 


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 failureon its part to obtain or maintain the insurance required herein
will be a Default by Lessee. 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 Lesser 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.          Damageor
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. Notwithstanding the foregoing, Premises Partial Damage shall not
include damage to windows, doors, and/or other similar items which Lessee has the responsibility to repair or replace pursuant
to the provisions of Paragraph 7.1.


 


(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.


 





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9.2         Partial
Damage - Insured Loss. If a Premises Partial Damage that is an Insured Loss occurs, then Lessor shall, at Lessor’s expense,
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 Insuring Party
shall promptly contribute the shortage in proceeds (except as to the deductible which is Lessee’s responsibility) as and when required
to complete said repairs. In the event, however, 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.


 


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 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.


  





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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.


 


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 Lessor an amount equal to the Real Property Tax installment due at
least 20 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 any Rent payment, 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. If any such services are not separately metered or billed to Lessee,
Lessee shall pay a reasonable proportion, to be determined by Lessor, of all charges jointly metered or billed. 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.


 


(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.


 





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(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.


 


(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.


  


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(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.


 


(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 thereof, other than those described in subparagraphs 13.1(a), (b), (c) or (d), above, where such Default continues for a
period of 30 10 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:


 





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(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 damages under Paragraph
12. 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.


 


(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 laws 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 as to scheduled
payments (such as Base Rent) or within 30 days following the date on which it was due for non-scheduled payment, shall bear interest
from the date when due, as to scheduled payments, or the 31st day after it was due as to non-scheduled payments. 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 falls 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 Socurily-Doposit, 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.


 


15.         Brokerage-Fees.


 





             15.1     Additional
Commission. If a separate brokerage fee agreement is attached then in addition to the payments owed pursuant to Paragraph
1.9 above, and unless Lesser and the Brokers otherwise agree in writing, Lesser agrees that: (a) if Lessee exercises any Option,
(b) if Lessee or anyone affiliated with Lessee acquires any rights to the Premises or other premises owned by Lesser and located
within the same Project, if any, within which the Premises is located, (c) if Lessee remains in possession of the Premises, with
the consent of Lesser, after the expiration of this Lease, or (d) if Base Rent is increased, whether by agreement or operation
of an escalation clause herein, then, Lessor shall pay Brokers a fee in accordance with the schedule attached to such brokerage
fee agreement.


 


            15.2
    Assumption of Obligations. Any buyer or transferee of Lesser’s interest in this Lease shall
be deemed to have assumed Lessor’s obligation hereunder. Brokers shall be third party beneficiaries of the provisions of
Paragraphs 1.9, 15, 22 and 31. If Lessor fails to pay to Brokers any amounts due as and for brokerage fees pertaining to this
Lease when due, then such amounts shall accrue interest. In addition, if Lessor fails to pay any amounts to Lessee’s Broker
when due, Lessee’s Broker may send written notice to Lessor and Lessee of such failure and if Lessor fails to pay such amounts
within 10 days after said notice, Lessee shall pay said monies to its Broker and offset such amounts against Rent. In addition,
Lessee’s Broker shall be deemed to be a third party beneficiary of any commission agreement entered into by and/or between
Lessor and Lesser’s Broker for the limited purpose of collecting any brokerage fee owed.


 


              15.3         Representations
and Indemnities of Broker Relationships. Lessee and Lessor each represent and warrant to the other that it has had no dealings
with any person, firm, broker or finder (other than the Brokers, If any) in connection with this Lease, and that no one other
than said named Brokers is entitled to any commission or finder’s fee in connection herewith. Lessee and Lessor do each
hereby agree to indemnify, protect, defend and hold the other harmless from and against liability for compensation or charges
which may be claimed by any such unnamed broker, finder or other similar party by reason of any dealings or actions of the indemnifying
Party, including any costs, expenses, attorneys’ fees reasonably incurred with respect thereto.


 


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.


 





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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 indicatedto 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.


 


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.


 





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(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 TO THE EXTENT THAT SUCH STATUTE IS INCONSISTENT WITH THIS LEASE.


 


25.         Disclosures
Regarding The Nature of a Real Estate Agency Relationship.


 


                             (a)          When
entering into a discussion with a real estate agent regarding a real estate transaction, a Lessor or Lessee should from the
outset understand what type of agency relationship or representation it has with the agent or agents in the transaction.
Lessor and Lessee acknowledge being advised by the Brokers in this transaction,-as follows:


 


                                           (i)          Lesser’s
Agent. A Lesser’s agent -under a listing agreement with the Lessor acts as the agent for the Lessor
only. A Lesser’s agent or subagent has the following affirmative obligations: To the Lessor: A
fiduciary duty of utmost care, integrity, honesty and loyalty in dealings with the Lessor. To the Lessor and the
Lessor: a. Diligent exercise of reasonable skills and care in performance of the agent’s duties. b. A duty
of honest and fair dealing and good faith. c. A duty to disclose all facts known to the agent materially affecting the value
or desirability of the property that are not known to, or within the diligent attention and observation of, the Parties. An
agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not
involve the affirmative duties set forth above.


 


                                          (ii)         Lessee’s
Agent. An agent can agree to act as agent for the Lessee only. In these situations, the agent is not the Lessor’s
agent, even if by agreement the agent may receive compensation for service rendered, either in full or in part from the Lessor.
An agent acting only for a Lessee has the following affirmative obligations. To the Lessee: A fiduciary
duty of utmost care. Integrity honesty, and loyalty in dealings with the Lessee. To the Lessee and the Lesser:
a. Diligent exercise of reasonable skills and care in performance of the agent’s duties. b. A duty of honest and fair dealing
and good faith. c. A duty to disclose all facts known to the agent materially affecting the value or desirability of the property
that are not known to, or within the diligent attention and observation of, the Parties. An agent is not obligated to reveal to
either Party any confidential information obtained from the other Party which does not involve the affirmative duties set forth
above.


 


                                       
(iii)        Agent Representing
Both Lesser and Lessee. A real estate agent, either acting directly or through one or more associate licenses,
can legally be the agent of both the Lesser and the Lesser in a transaction, but only with the knowledge and consent of both the
Lesser and the Lessee. In a dual agency situation, the agent has the following affirmative obligations to both the Lessor and
the Lessee: a. A fiduciary duty of utmost care, integrity, honesty and loyalty in the dealings with either Lessor or the Lessee.
b. Other duties to the Lessor and the Lessee as stated above in subparagraphs (i) or (ii). In representing both Lessor and Lessee,
the agent may not without the express permission of the respective Party, disclose to the other Party that the Lessor will accept
rent in an amount less than that indicated in the listing or that the Lessee is willing to pay a higher rent than that offered.
The above duties of the agent in a real estate transaction do not relieve a Lessor or Lessee from the responsibility to protect
their own interests. Lessor and Lessee should carefully road all agreements to assure that they adequately express their understanding
of the transaction. A real estate agent is a person qualified to advise about real estate. If legal or tax advice is desired,
consult a competent professional.


 


                              (b)          Brokers
have no responsibility with respect to any default or breach hereof by either Party. The Parties agree that no lawsuit or other
legal proceeding involving any breach of duty, error or omission relating to this Lease may be brought against Broker more than
one year after the Start Date and that the liability (including court costs and attorney’s fees), of any Broker with respect
to any such lawsuit and/or legal proceeding shall not exceed the fee received by such Broker pursuant to this Lease; provided,
however, that the foregoing limitation on each Broker’s liability shall not be applicable to any gross negligence or willful
misconduct of such Broker.


 


                             (c)            Lessor and Lessee agree to identify to Brokers as “Confidential” any Communication or information given Brokers that
is considered by such Party to be confidential.




 


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.


 


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.


 


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.


 





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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 Lesser 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).


 


32.         Lessor’s
Access; Showing Premises; Repairs. Lessor and Lessor’s agents, representatives and designees 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.


 





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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.


 


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 an 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  under this Lease, 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.


 





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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.


 


42.         Reservations.
Lessor reserves lo 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 (collectively,
the "Restrictions"). This Lease shall be subject to all Restrictions, now or hereafter recorded against the Project.
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.


 


49.         Arbitration
of Disputes. An Addendum requiring the Arbitration of all disputes between the Parties and/or Brokers arising out of this Lease
 ̈ is þ
is not attached to this Lease.


 





50.         Americans with Disabilities
Act. 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.


 


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,




 





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    	PAGE 21 OF 23



    	 



    

 





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.


 


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


 


	Executed	at:  Executed at:	 





	 	 	 	On:  On:	 
	 	 	 	 	 


 


	By LESSOR:	 	By LESSEE:
	COLL OH RE HOLDINGS,  LLC, a Delaware limited 	 	Y City Recycling LLC, an Ohio limited
	liability company	 	liability company


 


	By:	/s/ LEONARD TANNENBAUM	 	By:	Brain
    Coll
	Name Printed:	LEONARD TANNENBAUM	 	Name Printed: 	Brain
    Coll
	Title:	CHIEF EXECUTIVE OFFICER	 	Title:	President / CEO
	By:	 	 	By:	 
	Name Printed:	 	 	Name Printed:	 
	Title:	 	 	Title:	 
	Address:	c/o Fifth Street Finance Corp.	 	Address:	40Q5 All American Way
	10 Bank Street, 12th Floor Whiteplains, NY	 	 	ZANES VILLE OH 43701
	10606 Attn:  Executive
    Vice President	 	Telephone:	(740)-452-2500
	Telephone:	(__) 	 	Facsimile:	(___) 
	Facsimile:	(914) 328–4214	 	Email:	brain.coll@ycityrecycling.com
	Email:	 	 	Email:	 
	Email:	 	 	Federal ID No.	 
	Federal ID No.	 	 	 	 


 





	BROKER::	 	BROKER
	 	 	 
	 	 	 
	Attn: 	 	Attn: 
	Title: 	 	Title: 
	Address:	 	Address:
	Telephone:(      )	 	Telephone:(       )
	Facsimile:(      )
     	 	Facsimile:(      )
	Email: 	 	Email: 
	Federal ID No. - 	 	Federal
    lD-No.
	Broker/Agent-DRE
    License #: 	 	Broker/Agent DRE-License #:
	 	 	 
	 	 	 




 








	__________

__________

INITIALS	
	 	 
	©2001 - AIR COMMERCIAL REAL ESTATE ASSOCIATION	FORM STN-13-3/10E





 








    	PAGE 22 OF 23



    	 



    

 


	STATE OF 	New York	)	 
	 	 	)	 
	County of	Westchester	)	 


 


The foregoing Instrument was acknowledged
before me this 17th day of June, 2013, by Leonard Tannenbaurn, the CEO of Coll OH RE Holdings
LLC, a Delaware limited liability company, on behalf of the company.


  






		 	 	Danielle Presta
	 	 	Notary Public 
	 	 	 
	 	 	 
	 	 	January 4, 2014
	 	 	Commission Expires:







  


	STATE OF	Ohio 	)	 
	 	 	)	 
	County of	Muskingum 	)	 


 


The foregoing Instrument was acknowledged before me
this 15th day of May, 2013, by Brain Coll, the President/CEO of Y City Recycling LLC, an Ohio limited
liability company, on behalf of the company. 










	 	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	RHONDA MCGEE	 	 	 
	 NOTARY PUBLIC	 	/s/ Rhonda Mcgee
	 STATE OF OHIO	 	Notary Public	 
	 Comm. Expires	 	 	 
	October 31,2016	 	10/31/14
	 	 	Commission Expires:
	 	 	 	 
	 	 	 	 
	 	 	 	 








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, 800 W 6th Street, Suite 800, Los Angeles, CA 90017. 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.


 





	__________

__________

INITIALS	
	 	 
	©2001 - AIR COMMERCIAL REAL ESTATE ASSOCIATION	FORM STN-13-3/10E


 



    	PAGE 23 OF 23



    	 



    

  


ADDENDUM TO LEASE


 


THIS ADDENDUM
TO LEASE (“Addendum”) is attached to and made a part of that certain AIR Standard Industrial Commercial Single-Lessee
Lease – Net dated for reference purposes as of May 1, 2013 (“Standard Lease”) by and between COLL OH RE HOLDINGS LLC, a
Delaware limited liability company (“Lessor”), and Y CITY RECYCLING LLC, an Ohio limited liability company (“Lessee”).
Any capitalized terms contained herein which are not defined shall have the meanings ascribed to them in the Standard Lease. The
term “Lease” as used in the Lease and in this Addendum shall be deemed to refer to the Standard Lease, as modified
and supplemented by this Addendum, The terms, covenants and conditions set forth herein are intended to and shall have the same
force and effect as if set forth at length in the body of the Standard Lease. To the extent that the provisions of this Addendum
are inconsistent with any provisions of the Standard Lease, the provisions of this Addendum shall supersede and control. Where
applicable, paragraph numbering below refers to the provision of the Lease being amended or supplemented by the applicable provision,


 


1.5          Rent
Adjustment. Commencing on the first day of the second (2nd) Lease Year (as defined below), and on an annual
basis thereafter during the Term (each hereinafter referred to as a “Adjustment Date”), the Base Rent
shall be increased each Lease Year by the Annual Minimum Rent Adjustment (as defined below).


 


On each Adjustment
Date, 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 altered 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.


 


As used in this
Paragraph 1.5, 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.


 




    	 



    	 



    

 


2.2          Condition
of Premises; Compliance. Notwithstanding anything in the Standard Lease to the contrary, including without limitation Paragraphs
2.2 or 2.3 of the Standard Lease, 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 has been in continual occupancy of the Premises pursuant to a lease prior to the Commencement Date
and, accordingly, 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.


 


5.           Security
Deposit. Upon Lessee’s full and complete performance of its material obligations under this Lease for the first year
of the Original Term, the Security Deposit shall be reduced to an amount equal to two (2) months’ Base Rent and any excess
amount then held by Lessor shall be returned to Lessee upon Lessee’s written request.


 


6.2         Hazardous
Substances. As used in the Lease, “Hazardous Substances” shall include, in addition to the items set forth in
Paragraph 6.2(a) of the Standard Lease, 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-govemmental, 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 the Standard 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.


 




    	-2-



    	 



    

 


7.1(a)    Lessee’s
Repair and Maintenance Obligations. 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.


 


7.2        Lessor’s
Obligations. Paragraph 7.2 of the Standard Lease is hereby clarified to additionally make reference to Lessor’s obligations
under Paragraph 7.1(d) of the Standard Lease.


 


9.8         Damage
and Destruction. If such destruction or damage is caused by the negligent 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 an Insured Loss, Lessee shall make all repairs and replacements required at Lessee’s sole cost and expense, subject
to plans and specifications approved by Lessor.


 


12.4      Assignment
and Subletting. Lessee agrees that Lessor may withhold its consent to any assignment or subletting if the proposed assignee’s
or subtenant’s general financial condition, including, liquidity and net worth, as disclosed on financial statements prepared
in conformity with generally accepted accounting principles are not in conformance with Lessor’s then current leasing criteria
for the Project or comparable or better to Lessee’s financial condition as of the date of this Lease. Lessee hereby agrees
to pay to Lessor all profits from the transfer determined by deducting from the total consideration paid directly or indirectly
to or for the benefit of Lessee or its designee for the transferred interest, the reasonable and actual costs incurred by Lessee
in connection with the assignment or subletting (to the extent such costs are substantiating with reasonable written evidence thereof
and provided to Lessor) and subtracting the remaining rent obligation of Lessee at such time under this Lease. For purposes of
determining all profits from the transfer, substance shall control over form such that Lessor may ignore any attempt by Lessee
to inflate the purchase price of any other assets transferred in an attempt to conceal the profit on the transfer of the Lessee’s
interest in this Lease. Sums payable hereunder shall be paid to Lessor as and when paid by the transferee to Lessee. Lessee understands,
acknowledges and agrees that Lessor’s right to recapture any consideration paid in connection with an approved assignment
or subletting is a material inducement for Lessor’s agreement to lease the Premises to Lessee upon the terms and conditions
set forth herein.


 


13.1      Texas
Property Default. Coll Financial Holdings, LLC, as lessor (the “Texas Lease Landlord”), and Coll Materials Group,
LLC, as lessee (the “Texas Lease Tenant”), are parties to that certain unwritten lease (the “Texas Lease”)
for that certain property located at 501 Old Hewitt Road, Waco, Texas 76712 (the “Texas Property”). Lessee acknowledges
that the Texas Lease Landlord and the Texas Lease Tenant are affiliates of Lessee. The Texas Property is subject to that certain
Deed of Trust dated June 8, 2011 and recorded June 13, 2011 as cc#2011016863 in the Real Property Records of McLennan County,
Texas (the “Deed of Trust”), which Deed of Trust secures that certain promissory note (the “Texas Property Loan”)
payable to Certainteed Corporation, a Delaware corporation (including its successors and assigns, the “Texas Lender”).
Lessee shall promptly provide to Lessor any written notices received by the Texas Lease Landlord or the Texas Lease Tenant (or
either of their successors or assigns) and any written notices sent by the Texas Lease Landlord or the Texas Lease Tenant
(or either of their successors or assigns) that relate in any way to the Texas Property, the Texas Lease, the Texas Property Loan
or any loan documents (including the Deed of Trust) related to the Texas Property Loan (collectively, the “Texas Loan Documents”).
In the event of any breach or default under the Texas Lease or any of the Texas Loan Documents by the Texas Lease Landlord or
the Texas Lease Tenant (or either of their successors or assigns), such breach or default shall be deemed a Breach under this
Lease.


 




    	-3-



    	 



    







 


13.2       Remedies
Upon Breach of Lease. No act or thing done by Lessor or Lessor’s Parties during the Term shall be deemed an acceptance
of a surrender of the Premises, and no agreement to accept a surrender shall be valid unless in writing and signed by Lessor. No
employee of Lessor or of Lessor’s Parties shall have any power to accept the keys to the Premises prior to the termination
of this Lease, and the delivery of the keys to any employee shall not operate as a termination of this Lease or a surrender of
the Premises. The acceptance of any Rent, or any partial payment thereof, by Lessor shall not be deemed a waiver by Lessor of (i)
any breach by Lessee under this Lease other than the failure of Lessee to pay the particular Rent so accepted, or (ii) any rights
which Lessor may have arising from any breach by Lessee under this Lease including, without limitation, the right of Lessor to
recover the Premises.


 


13.6       Breach
bv Lessor. Lessee shall have no right to terminate this Lease on account of any breach or default by Lessor.


 


14.         Condemnation
Not Resulting in Termination.    Notwithstanding anything in Section 14 of the Lease to the contrary, Lessor’s obligation
to restore the Premises if this Lease is not terminated, shall be limited to the extent of available condemnation proceeds. Lessor
will not be required to repair or restore any injury or damage to the property of Lessee or any of Lessee’s improvements
to the Premises.


 


26.         Holding
Over.    If Lessee fails to surrender the Premises upon the expiration or earlier termination of the Term without the express
written consent of Lessor, Lessee shall become a Lessee-at-sufferance and in addition to the provisions of Paragraph 26
of the Standard Lease, Lessee shall remain responsible for all other monetary obligations due and payable by Lessee under the
Lease. Acceptance by Lessor of rent after such expiration or earlier termination of the Term shall not result in any renewal of
the Term. 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.


 


32.         Lessor’s
Right of Access.   Lessor and its authorized agents, representatives and designees shall have the right of access upon reasonable
notice to Lessee to enter the Premises for the purpose of (i) determining whether the Premises are in good condition and whether
Lessee is complying with its obligations under the Lease; and (ii) performing or causing to be performed any obligations under
the Lease.


 




    	-4-



    	 



    

 


34.         Signage. If Lessee fails to remove its signs and restore the Premises as provided in Paragraph 34 of the Standard
Lease within ten (10) days of the expiration or earlier termination of the Lease, then Lessor may perform such work and all costs
and expenses incurred by Lessor in connection therewith shall constitute additional rent under the Lease and shall be paid by Lessee
to Lessor within ten (10) days of Lessee’s receipt of an invoice therefor.


 


41.         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. Lessee has reviewed and approved the
CC&Rs and agrees to be bound by all applicable terms and conditions set forth
therein. A breach by Lessee of the CC&Rs shall constitute a breach of the Lease.


 


51.         Nondisparagement.
During the term of this Lease and for five (5) years thereafter, Lessee will refrain from, in any manner, directly or indirectly,
all conduct, oral or otherwise, that disparages or damages or could disparage or damage the reputation, goodwill, or standing
in the community of Lessor or any of its Affiliates (as defined below). As used herein, “Affiliate” means a person
or entity that directly or indirectly controls, is controlled by, or is under common control with any such person or entity. The
term “control” (including the terms “controlled by” or “under common control with”) means,
the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such person
or entity, whether through ownership of voting securities, membership interests, by contract or otherwise. The term “Affiliate”
also includes any employee, officer, director, member, partner, shareholder, owner, child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including
adoptive relationships, of such person or affiliate. Notwithstanding anything in the Lease to the contrary, in the event Lessee
breaches this covenant, Lessor will have the right to unilaterally terminate this Lease upon three (3) days prior written notice
to Lessee without any further notice and cure period.


 


52.         No
Recording of Lease. Notwithstanding anything in the Standard Lease to the contrary, neither party shall record this Lease or
a memorandum thereof in the Official Records of the Orange County Recorder.


 


53.         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.


 




    	-5-



    	 



    

 


54.         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.


 


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


 


56.         Controlling
Lease. This Lease embodies the entire agreement and understandings between the parties and supersedes all prior agreements,
if any, and understandings relating to the subject matter hereof.


 


57.         Counterparts.
This Lease may be executed in one or more counterparts by separate signature, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument, binding on all parties hereto, even though all parties are not
signatories to the original or to the same counterpart. Any counterpart of this Lease that has attached to it separate signature
pages, which together contain the signatures of all parties, shall for all purposes be deemed a fully-executed instrument, and
in making proof of this Lease, it shall not be necessary to produce or account for more than one such counterpart.


 


[signatures
on following page]


 




    	-6-



    	 



    

 





IN
WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date and year first above written.


 


	 	LESSOR:
	 	 
	 	COLL OH RE HOLDINGS, LLC, 

a Delaware limited liability company


 


	 	By:	/s/
    Leonard Tannen Baum
	 	Print:	Leonard
    Tannen Baum
	 	Title:	Chief
    Executive Officer


 


	 	LESSEE:
	 	 
	 	Y CITY RECYCLING LLC, 

an Ohio limited liability company


 


	 	By:	/s/ Brian
    Coll
	 	Print:	Brian
    Coll
	 	Title:	President
    / CEO




 






    	-7-



    	 



    



 


	STATE OF	 New York	     )	 





	 	     )	 





	County of	 Westchester	     )	 


 


The foregoing instrument was acknowledged before me this 17th
day of June, 2013, by Leonard Tannenbaum, the CEO of Coll OH RE Holdings LLC, a Delaware limited liability company, on behalf of
the company.


 


		 	/s/ Danielle Presta	 
	 	Notary Public	 
	 	 	 
	 	Commission Expires:	January 4, 2014


 


 


	STATE OF	Ohio	     )	 





	 	     )	 





	County of	Muskingum	     )	 


 


The foregoing instrument was acknowledged before me this 15th
day of May, 2013, by Brian Coll , the President/CEO of Y CITY RECYCLING LLC, an Ohio limited liability company, on behalf of the
company.


 


	 	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	RHONDA MCGEE	 	 	 
	 NOTARY PUBLIC	 	/s/ Rhonda Mcgee
	 STATE OF OHIO	 	Notary Public	 
	 Comm. Expires	 	 	 
	October 31,2016	 	Commission Expires:	10/31/16
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 




 



    	-8-