Exhibit 10.10


 


COMMERCIAL
LEASE


 


This
form recommended and approved for, but not restricted to use by, the members of the Pennsylvania Association of Realtors®
(PAR).


 


	PARTIES
	TENANT(S):  TFF
    Pharmaceuticals, Inc.	LANDLORD(S):  TanJon
    LLC
	 

         
	 

         

	Authorized
    Signer	Glenn
    Mattes, President & CEO	Authorized
    Signer	Jon
    Roberds
	TENANT’S
    PRINCIPAL PLACE OF BUSINESS:	LANDLORD’S
    PRINCIPAL PLACE OF BUSINESS
	2801
        Via Fortuna, Suite 425

        Austin,
        TX 78746
	c/o
        Jon Roberts

        302
        Sunrise Court

        Chalfont,
        PA 18914

	TENANT’S
        EMAIL ADDRESS:

         
	LANDLORD’S
        EMAIL ADDRESS:

         

	 	 	 	 





	PREMISES
	A
    portion of the real property known as Suite Number(s) 4       , Lower and First
    Level Office floor(s) consisting of approximately 1500 square feet and located at 20 E Court St and 2 private
    parking spaces. Unit(s) 4        Zip 18901 in the municipality of Doylestown
    Borough County of Bucks, in the Commonwealth of Pennsylvania, with improvements consisting of construction of
    half wall on first floor (paid by tenant); basement construction to include carpeting and three offices enclosed with dry
    wall and glass (paid by landlord) __________________________________________________________________________________.


 


	TENANT’S
        RELATIONSHIP WITH PA LICENSED BROKER

        ☐
        No Business Relationship (Tenant is not represented by a broker)

	Broker
    (Company	Keller
    Williams Real Estate - Doylestown	Licensee(s)
    (Name)	Kathleen
    Cranmer
	Company
    Address	2003
        S Easton Road, Ste 108

        Doylestown,
        PA 18901
	Direct
    Phone(s)	 	215-340-5700 .362
	Cell
    Phone(s)	 	908-507-4049
	Company
    Phone	 	215-340-5700	Fax:	 	215-340-6699
	Company
    Fax	 	215-340-6699	Email	 	kdcranmer@kw.com
	Broker
        is (check only one):

        ☐
        Tenant Agent (Broker represents Landlord Only)

        ☒
        Dual Agent (See Dual and/or Designated Agent box below)
	Licensee(s)
        is (check only one):

        ☐
        Tenant Agent (all company licensees represent Landlord)

        ☒
        Tenant Agent with Designated Agency (only Licensee(s) named above represent Landlord)

        ☐
        Dual Agent (See Dual and/or Designated Agent box below)

	☐  Transaction
    Licensee (Broker and Licensee(s) provide real estate services but do not represent Landlord)
	 	 	 	 	 	 









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	LANDLORD’S
        RELATIONSHIP WITH PA LICENSED BROKER

        ☐
        No Business Relationship (Landlord is not represented by a broker)

	Broker
    (Company	Keller
    Williams Real Estate - Doylestown	Licensee(s)
    (Name)	Michael
    Cosdon
	Company
    Address	2003
        S Easton Road, Ste 108

        Doylestown,
        PA 18901
	Direct
    Phone(s)	215-340-5700
	Cell
    Phone(s)	215-534-2873
	Company
    Phone	215-340-5700	Fax:	215-340-6699
	Company
    Fax	215-340-6699	Email	mconsdon@kw.com
	Broker
        is (check only one):

        ☐
        Landlord Agent (Broker represents Landlord Only)

        ☒
        Dual Agent (See Dual and/or Designated Agent box below)
	Licensee(s)
        is (check only one):

        ☐
        Landlord Agent (all company licensees represent Landlord)

        ☒
        Landlord Agent with Designated Agency (only Licensee(s) named above represent Landlord)

        ☐
        Dual Agent (See Dual and/or Designated Agent box below)

	☐  Transaction
    Licensee (Broker and Licensee(s) provide real estate services but do not represent Landlord)
	 	 	 	 	 	 





	DUAL
    AND/OR DESIGNATED AGENCY
	A
    Broker is a Dual Agent when a Broker represents both Tenant and Landlord in the same transaction. A licensee is
    a Dual Agent when a Licensee represents Tenant and Landlord in the same transaction.  All of Broker’s licensees
    are also Dual Agents UNLESS there are separate Designated Agents for Tenant and Landlord.  If the same Licensee
    is designate for Tenant and Landlord, the Licensee is a Dual Agent.
	By
    signing this Agreement, Tenant and Landlord each acknowledge having been previously informed of, and consented to, dual agency,
    if applicable.


 






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	1.	LEASE DATE AND RESPONSIBILITIES


 


For
and in consideration of the rents, covenants and agreements contained herein and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, Landlord leases to Tenant,
and Tenant accepts from Landlord, the Premises described above, and any riders, supplements, addenda and exhibits which are made
a part of this Lease, dated 10/15/2018                 .


 


	2.	DEFINITIONS


 


	 	(A)	“Additional
    Rent” shall mean all sums, charges or amounts of whatever nature (other than Base Rent) to be paid by Tenant to Landlord
    in accordance with the provisions of this Lease and any addenda including, but not limited to, taxes, water, electricity,
    security deposits, insurance premiums, repairs, and security services, whether or not such sums, charges or amounts are referred
    to as “Additional Rent.” Landlord shall have the same remedies for default in the payment for Additional Rent
    as for default in the payment of Base Rent.


 


	 	(B)	“Base
    Rent” shall mean the minimum rent due as set forth in Paragraph 5.


 


	 	(C)	“Common
    Area Maintenance” (CAM) shall mean Tenant’s pro rata share of the cost to maintain, clean or repair the common
    areas and amenities of the Premises as set forth in Paragraph 7.


 


	 	(D)	“Improvements”
    shall mean any equipment, device, capital improvement or replacement to Landlord’s Premises (i) required to achieve
    economies in operating, maintaining and/or repairing the Premises; (ii) required by any governmental authority, board or agency
    having jurisdiction over Landlord’s Premises; or (iii) recommended or required by any insurance carrier in connection
    with provisions of insurance for Landlord’s Premises.


 


	 	(E)	“Landlord”
    shall mean the party named above as Landlord and any subsequent person(s) who succeeds to the rights of Landlord herein, each
    of whom shall have the same rights and remedies as he would have possessed had he originally signed this Lease as Landlord.


 


	 	(F)	“Operating
    Expenses” shall mean all expenses incurred in operating, maintaining, managing and repairing the building, land and
    all improvements, fixtures and equipment located thereon, including but not limited to sidewalks, parking areas, driveways
    and landscaping as set forth in Paragraph 7.


 


	 	(G)	“Real
    Property Taxes” shall mean all ad valorem, real property, personal property or similar taxes, charges and assessments,
    whether general, special or otherwise, which are levied, assessed or imposed during the Term by any governmental authority
    upon Landlord’s Premises or any other property of Landlord, real or personal, located on Landlord’s Premises,
    and any increase or decrease thereof. “Real Property Taxes” shall also include any tax that shall be levied or
    assessed in addition to, or in lieu of, such real or personal property taxes. It shall not include federal, state or local
    income taxes, any franchise, estate or inheritance tax, or any real estate transfer, documentary or intangible tax imposed
    by reason of sale or financing on Landlord’s Premises.


 


	 	(H)	“Rent”
    shall mean the total sums due and payable to Landlord.


 


	 	(I)	“Tenant”
    shall mean the party named above as Tenant, as well as its or their respective heirs, personal representatives, successors
    and assigns, each of which shall be under the same obligations, liabilities and disabilities, and have only such rights, privileges
    and powers as he would have possessed had he originally signed this Lease as Tenant.


 


	3.	STARTING
    AND ENDING DATES OF LEASE (also called “Term”)


 


	 	(A)	The
    Commencement Date shall be (select one):


 


	☐  Substantial
    Completion: __________________________________________________________________

    ☒  Occupancy Date:  11/01/2018                                                                                                                                                  

    ☐  Signing Date:                                                                                                                                                                             

    ☐  Rent Commencement Date:  _______________________________________________________________ 

    ☐  Other: ________________________________________________________________________________


 






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	 	(B)	The
    Term of this Lease shall begin on the Commencement Date and expire on 10/31/2019 at midnight (“Expiration Date”).
    This date in subsequent years shall operate as the renewal date, if any.


 


	 	(C)	As
    used in this Lease, Substantial Completion shall mean that Tenant May utilize the Premises for Tenant’s proposed use
    without material interference with Tenant’s business activities.


 


	4.	RENEWAL
    TERM


 


	 	(A)	This
    lease will renew as indicated below unless proper notice to terminate is given. In the event that the Lease is not renewed
    for any reason whatsoever, and Tenant does not vacate the Premises as set forth herein, Tenant will be considered a “hold
    over Tenant” and the provisions of Paragraph 32 shall apply.


 


	 	(B)	☒
    Option 1 – Automatic Termination


 


This
Lease will automatically terminate at the expiration of the Term unless Landlord and Tenant enter into a written extension or
renewal of the Lease prior to the last day of the Term (“Renewal Term”).


 


	 	(C)	☐
    Option 2 – Automatic Renewal


 


	 	1.	If
    neither party terminates this Lease as set forth herein, this Lease will automatically renew for ☐ _____ additional
    month(s) (3 if not specified) OR ☐ _____ additional year(s) (1 if not specified) (“Renewal Term”).


 


	 	2.	It
    is hereby mutually agreed that either party may terminate this Lease by providing written notice to the other party no less
    than 90 days (90 if not specified) prior to the expiration of the Term or any subsequent Renewal Term.


 


	 	(D)	☒
    Option 3 – Tenant’s Option to Renew


 


Landlord
and Tenant agree that Tenant has the right to exercise 1 option(s) (1 if not specified) to extend the Lease, provided Tenant
is not in continuing, material default or breach at the time the option is exercised. Each option shall be for a term identical
to the Term identified in Paragraph 3 (“Renewal Term”). Tenant shall provide Landlord no less than 90 days
(60 if not specified) written notice of Tenant’s intention to exercise its option to renew the Lease.


 


	 	(E)	If
    notice of termination is given later than required, Rent is due for the entirety of the Renewal Term.


 


	 	(F)	Any
    renewal will be according to the terms of this Lease unless otherwise modified in a writing signed by Landlord and Tenant.


 


	 	(G)	At
    the Expiration Date or sooner termination of this Lease, Tenant shall peaceably surrender to Landlord possession of the Premises
    in the same condition as it is hereby required to be kept by Tenant, excepting reasonable wear and tear and changes in condition
    due to fire or other casualty.


 


	 	1.	Tenant
    may remove its trade fixtures from the Premises and shall repair any damage to the Premises caused thereby. Tenant may not
    remove any alterations, additions or improvements other than trade fixtures. Such alterations, additions or improvements shall
    become the property of Landlord as of the Expiration Date or sooner termination of this Lease. Lighting fixtures, heating
    and air conditioning equipment, plumbing and electrical systems and fixtures, and floor coverings shall not be deemed to be
    trade fixtures whether installed by Tenant or by anyone else, and shall not be removed from the Premises by or on behalf of
    Tenant at any time.


 






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	 	2.	Landlord
    may, in Landlord’s sole discretion, conduct an inspection of the Premises. Landlord shall provide written notice to
    Tenant of the date of the inspection so that representatives of both Landlord and Tenant may attend. Following such inspection,
    Landlord shall provide Tenant with written notice within _____ days (10 if not specified) of such inspection setting forth
    those conditions for which Tenant is responsible to repair or restore under the Lease.


 


	 	3.	Tenant
    may, at Tenant’s election, either (i) make such repairs or restorations; or (ii) notify Landlord that Tenant desires
    Landlord to perform such repairs and restorations at Landlord’s actual, reasonable costs. If Tenant elects not to perform
    the repairs and restorations, Tenant shall pay Landlord’s actual, reasonable costs promptly after receiving notice that
    Landlord has completed the same. Such notice shall include an invoice or other record setting forth, in reasonable detail,
    Landlord’s actual costs of repairs and restorations.


 


	5.	BASE
    RENT


 


	 	(A)	Rent
    is due without demand, abatement, deduction or set-off at the address set forth on Page 1 of this Lease, unless otherwise
    stated.


 


	 	(B)	Base
    Rent shall be paid in ☒ monthly ☐ quarterly ☐ annual ☐ other: _________________________ installments
    of $3500 (Year One) on or before the 1st day of each ☒ month ☐ quarter ☐ other: _______________ (“Due
    Date”).


 


	 	(C)	Base
    Rent shall be calculated as $_______________/sq. ft. OR $_______________ per month amounting to Base Rent of $42,000 (Year
    One)                     (U.S. Dollars) per year.


 


☐
If checked, Base Rent is subject to an incremental rent increase during the Term of this Lease. Each increase in Base Rent
owed to Landlord will be no more than _______% or $_______________ in each instance and, following proper notice to Tenant, will
take effect on the anniversary of the Commencement Date set forth in this Lease unless otherwise stated here: __________________________.


 


	 	(D)	Any
    Base Rent installment, Additional Rent, or any other payment not received by Landlord within _______ days (5 if not
    specified) of the Due Date shall be subject to a late charge of _______% of the installment due or $_______ (“Late Charge”).


 


	 	(E)	Tenant
    agrees that all payments will be applied against outstanding Additional Rent that is due before they will be applied against
    the current Base Rent due. When there is no outstanding Additional Rent, payment will be applied to the month’s Base
    Rent that is currently due.


 


	 	(F)	Landlord will accept
    the following methods of payment: ☐ Cash ☐ Money Order ☐ Personal Check ☐ Credit Cards (additional
    fees may apply) ☐ Cashier’s Check ☒ Other: Wired Funds. Landlord, at Landlord’s sole discretion,
    reserves the right to change or modify the acceptable methods of payment if any method fails (a check is returned or not honored,
    credit card is declined, etc.), by providing Tenant with notice not less than ten (10) days before the next Base Rent installment
    is due.


 


	 	(G)	Tenant
    will pay a fee of $100 for any payment that is returned or declined by any financial institution for any reason.
    Notwithstanding any other provisions in this Lease, if payment is returned or declined, Late Charges will be calculated from
    the Due Date. Any late charges will continue to apply until a valid payment is received.


 






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	6.	SECURITY
    DEPOSIT


 


	 	(A)	A
    security deposit of $3500 will be paid in U.S. Dollars to Landlord or Landlord’s representative, and held
    in escrow by Landlord or Landlord’s representative as named here: ________________________.


 


	 	(B)	The
    Security Deposit will be held for the performance by Tenant of all of its covenants, obligations and agreements set forth
    in this Lease, but in no event shall Landlord be obligated to apply the Security Deposit to Rent or other charges in arrears,
    or damages for Tenant’s default hereunder; however, Landlord may so apply the Security Deposit at its option. Landlord’s
    right to possess the Premises for Tenant’s default, or other such reason, shall not be affected by the fact that Landlord
    holds the Security Deposit.


 


	 	(C)	The
    Security Deposit, if not so applied by Landlord, shall be returned to Tenant within 60 (60 if not specified) days after
    this Lease terminates, provided that Tenant has vacated the Premises and delivered the same to Landlord as herein provided.


 


	 	(D)	In
    the event of any transfer of Landlord’s interests in the Premises, Landlord shall have the right to transfer its interest
    in the Security Deposit following proper notice to Tenant, whereupon Landlord shall be released of all liability with respect
    to such a Security Deposit, and Tenant shall look solely to such transferee for the return of the same in accordance with
    the terms of the Lease.


 


	7.	ADDITIONAL
    RENT


 


	 	(A)	As
    Additional Rent and/or costs, Tenant agrees to timely pay all or Tenant’s proportionate share of the following:


 


	☐  Common
    Area Maintenance (CAM)

    ☐  Improvements

    ☐  Real Property Taxes

    ☐  Operating Expenses


 


	 	(B)	Tenant’s
    pro rata share of CAM expenses are 0.0% (100 if not specified) of the total cost. Upon demand for payment, Landlord
    is required to submit to Tenant an accounting statement which documents the actual cost of the CAM expenses. Tenant is hereby
    notified that CAM expenses may fluctuate and are subject to modification based upon actual charges.


 


	 	(C)	Unless
    otherwise indicated, Tenant agrees to pay all Operating Expenses, including but not limited to outdoor maintenance, utilities,
    service contracts, insurance, structural maintenance and repairs, and government assessments. Those Operating Expenses included
    in CAM will be paid by Tenant according to Paragraph 7(B), above.


 


	8.	PAYMENT
    SCHEDULE


 





	 	 	 	Total Due	 	 	Due Date	 	Paid	 	 	Balance Due
	 	(A)     First month’s Base Rent:	 	$	3,500	 	 	10/22/2018	 	$	             	 	 	$ 
	 	(B)     Security Deposit	 	$	3,500	 	 	10/22/2018	 	$	  	 	 	$ 
	 	(C)     Additional Rent:	 	$	3,500	 	 	10/22/2018	 	$	  	 	 	$ 
	 	(D)     Other	 	$	  	 	 	 	 	$	  	 	 	$ 
	 	           TOTALS:	 	$	10,500	 	 	 	 	 	 	 	 	 





 






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	9.	SIGNS


 


	 	(A)	All
    signs are subject to approval of Landlord, in its sole discretion. In addition, all signs must be in accordance and comply
    with, and if needed, be approved by, Doylestown Borough (municipality) and any other necessary governmental authority,
    prior to installation. Upon request of Landlord, Tenant shall provide Landlord with a scaled drawing of the sign, including
    colors, for Landlord’s approval.


 


	 	(B)	Tenant
    shall remove all signs upon the expiration or earlier termination of the Lease, and such removal shall be at Tenant’s
    sole cost and expense. Tenant shall repair any damage and fill any holes caused by such removal. In the event of a breach
    of this Lease, and in addition to all other remedies given to Landlord, Landlord shall have the privilege and right to remove
    any and all signs and restore the Premises to its prior condition, and Tenant shall be liable for any and all expenses so
    incurred by Landlord.


 


	10.	LANDLORD’S
    REPRESENTATIONS


 


Landlord
warrants and represents that:


 


	 	(A)	As
    of the date of execution and during the term of this Lease, and any extensions or renewals thereto, Landlord has the full
    power and authority to execute and deliver this Lease, and to perform its obligations under this Lease.


 


	 	(B)	As
    of the date of execution and during the term of this Lease, and any extensions or renewals thereto, none of the terms, conditions
    or obligations of this Lease shall be precluded by or cause a breach of any other agreement, mortgage, contract or other instrument
    or document to which Landlord is a party.


 


	 	(C)	Upon
    paying Rent and performing its obligations as required under this Lease, Tenant shall be permitted to peaceably and quietly
    have, hold and enjoy the Premises.


 


	 	(D)	As
    of the Occupancy/Commencement Date, all exterior portions of the Premises, including any paved areas, parking areas and sidewalks,
    shall be in satisfactory condition and repair, and usable for the purposes intended.


 


	11.	ACCEPTANCE,
    POSSESSION


 


	 	(A)	By
    taking possession of the Premises, Tenant affirms and represents that the Premises is in good and tenable condition, meets
    Tenant’s needs for the use set forth in Paragraph 13, and that all work that was to be performed by Landlord pursuant
    to the terms of this Lease, if any, has been substantially completed. By taking possession, Tenant is accepting the Premises
    in “as is” condition.


 


	 	(B)	If
    Landlord is unable to give Tenant possession of the Premises on the Occupancy Date by reason of the holding over of a previous
    occupant or due to any cause beyond Landlord’s control, Landlord shall not be liable in damages to Tenant. During the
    period that Landlord is unable to give possession, all rights and remedies of both parties, including Tenant’s obligation
    to pay Rent, shall be suspended.


 






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	 	(C)	If
    Tenant cannot take possession within 0 days (60 if not specified) of the Occupancy Date, Tenant’s exclusive rights
    are to:


 


	 	1.	Change
    the Occupancy Date of the Lease to the day when Premises is available. Tenant will not owe or be charged Base Rent until Property
    is available; OR


 


	 	2.	Terminate
    the Lease and have all money already paid as Rent, Additional Rent or Security Deposit returned, with no further liability
    on the part of Landlord or Tenant.


 


	12.	GOVERNMENTAL
    REGULATIONS


 


Tenant
shall, in the use and occupancy of the Premises, comply with all applicable laws, ordinances, notices and regulations of all governmental
and municipal authorities, and with the regulations of the insurers of the property. Tenant shall keep in force at all times all
licenses, consents and permits necessary for the lawful conduct of Tenant’s business at the Premises. Nothing in the foregoing
shall require Tenant to perform any work or make any improvements or repairs that Landlord is required to make pursuant to other
provisions of this Lease.


 


	13.	TENANT’S
    USE AND COVENANTS


 


	 	(A)	Tenant shall use the Premises only for Commercial Office Space                                            
                                              __                                                                                       
    and in accordance with the use permitted under all applicable     Federal, State and municipal laws, ordianances and
    regulations. In the event Tenant should elect to change the use of the     Premises from what is identified herein, Tenant
    shall be permitted to do so, subject to Landlord’s prior written consent.


 


	 	(B)	Tenant
    shall not bring into, use or permit to be kept on the Premises any dangerous, explosive, toxic, hazardous or obnoxious substance.
    Tenant will not maintain any hazardous substance or pollutant or contaminate as defined in 42 U.S.C. § 9601, et seq.,
    or any hazardous substance, material and/or waste, including solid, liquid or gaseous materials, which are defined to be hazardous
    under any applicable federal, state or local laws, regulations or administrative or judicial decisions. Tenant shall indemnify
    and hold harmless Landlord from any and all liability for costs of remediation resulting from Tenant’s violation of
    this Paragraph. This indemnification is intended to survive the expiration or other termination of this Lease.


 


	 	(C)	Tenant
    agrees that it will comply with all laws, ordinances, codes, orders, rules and/or regulations, requirements of any governmental
    body, agency, department, board or similar organization that has jurisdiction over the Premises, arising out of or affecting
    Tenant’s use and occupancy of the Premises or the business conducted therein.


 


	 	(D)	Tenant
    covenants and agrees that Tenant, its employees, agents, invitees, licensees and other visitors, as permitted under this Lease,
    shall observe faithfully and comply strictly with such reasonable Rules and Regulations as Landlord or Landlord’s agents
    may, after written notice to Tenant, from time-to-time adopt with respect to the building, property or Premises.


 


☒
Rules and Regulations for use of the property and common areas are attached and made part of this Lease.


 


	 	(E)	Tenant
    may not do or permit anything to be done in or about the Premises that will in any way obstruct or interfere with the rights
    of other tenants on the property, or injure or annoy them; use or allow the Premises to be used for any improper, illegal
    or objectionable purpose; cause, maintain, or permit any nuisances in, on or about the Premises; or commit or allow to be
    committed any waste in, on or about the Premises.


 






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	14.	ASSIGNMENT
    AND SUBLETTING


 


	 	(A)	Tenant
    shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease or the Premises, nor subject or permit any
    part of the Premises to be occupied by any other person, firm or corporation other than Tenant or its employees, invitees,
    agents and servants, without Landlord’s prior written approval, which approval shall be in Landlord’s sole but
    reasonable discretion.


 


	 	(B)	In
    the event Landlord approves Tenant’s request for assignment and/or subletting, each assignee or sublessee of Tenant’s
    interest shall assume and be deemed to have assumed this Lease, and shall be and remain liable jointly and severally with
    Tenant for all payments, and for the due performance of all terms, covenants, conditions and provisions contained in this
    Lease.


 


	 	(C)	No
    assignment or subletting shall be binding upon Landlord unless the assignee or subtenant shall deliver to Landlord an instrument
    in recordable form containing a covenant of assumption by the assignee or sublessee, but the failure or refusal of an assignee
    or sublessee to execute the same shall not release the assignee or sublessee from its liability as set forth herein.


 


	15.	TENANT’S
    ALTERATIONS AND REPAIRS


 


	 	(A)	Tenant
    shall not, without first obtaining Landlord’s prior written consent (which consent shall not be unreasonably withheld,
    conditioned or delayed) on each occasion, make any improvements or repairs to the Premises. Tenant may, without the consent
    of Landlord, make minor improvements or repairs to the interior of the Premises provided that:


 


	 	1.	Each
    repair costs no more than $______________ ($1,000.00 if not specified),


 


	 	2.	They
    do not impact the structural strength, integrity, operation or value of the building, AND


 


	 	3.	Tenant
    shall take all steps required or permitted by law to avoid the imposition of any mechanics’ lien upon the property,
    improvements, or land.


 


	 	(B)	Improvements
    consisting of equipment, devices or improvements required by a governmental authority, board or agency in connection with
    Tenant’s Permitted Use shall be at the sole cost and expense of Tenant, and Tenant shall remove same at the termination
    of the Lease.


 


	 	(C)	All
    other alterations, improvements and additions, except for minor alterations and improvements, become part of the Premises
    and are the property of Landlord without payment therefor by Landlord, and shall be surrendered to Landlord at the end of
    the Term or any Renewal Term.


 


	 	(D)	If,
    prior to the end of the Term or Renewal Term, Tenant provides written notice to Landlord that Tenant intends to remove all
    or any such alterations and improvements made by Tenant during its occupancy, or the parts thereof specified by Landlord,
    from the Premises, Tenant shall repair all damage caused by installation and removal.


 


	 	(E)	All
    work shall be performed in a workmanlike manner.


 






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	16.	MECHANICS’
    LIENS


 


	 	(A)	Should
    any mechanics’ lien or other lien be filed against the property or any part thereof by reason of construction, alteration,
    addition, improvement or installation performed by or on behalf of Tenant, or is a result of Tenant’s acts or omissions,
    Tenant shall, within _______ days (30 if not specified) following receipt of notice of the existence of such lien, cause the
    same to be cancelled and discharged of record.


 


	 	(B)	If
    Tenant has not paid or desires to contest any claim of lien, Tenant agrees to indemnify and hold Landlord harmless from, and
    defend Landlord against any liability, loss, damage, costs and all related expenses (including reasonable attorneys’
    fees and costs) arising out of Tenant’s non-payment or contest of such liens. Tenant shall also execute such indemnity
    agreements as would be necessary to induce a title company to insure over any such lien. Tenant shall not be obligated to
    update Landlord’s title insurance policy at the time of the contest.


 


	 	(C)	If
    final judgment establishing the validity or existence of any contested lien is entered, Tenant shall pay and satisfy the same
    at once.


 


	17.	LANDLORD’S
    RIGHT TO ACCESS


 


In
addition to any other rights reserved to Landlord under this Lease, Landlord shall have the following rights to access the Premises.


 


	 	(A)	With
    Landlord’s prior consent, Tenant shall have the right to install various locks on and within the Premises. Tenant shall
    furnish Landlord with copies of any such keys or combinations to provide access only in the event of an emergency or as otherwise
    set forth in this Lease. Tenant shall have a continuing obligation for the duration of the Lease, and any extensions thereto,
    to provide Landlord with any keys and/or passcodes necessary to enter the Premises.


 


	 	(B)	Landlord
    and its agents, contractors and invitees shall have the right to enter the Premises any reasonable time and after reasonable
    notice (i) for inspection; (ii) to supply any service that Landlord is obligated to provide under the terms and conditions
    of this Lease; (iii) to show the Premises to prospective buyers, lenders or tenants; (iv) to affix and display “For
    Sale” or “For Rent” signs; and (v) to make repairs, alterations, additions or improvements to the Premises
    or other portion of Landlord’s Property, which the examination or exhibition in making of any repairs to the Premises
    shall not unreasonably interfere with Tenant’s use.


 


	 	(C)	When
    possible, Landlord will give Tenant _______ hours (24 if not specified) notice of the date, time and reason for the visit.
    In emergencies, Landlord may enter the Premises without notice. If Tenant is not present, Landlord will notify Tenant who
    was there and for what purpose within _______ hours (24 if not specified) of the visit.


 


	 	(D)	Landlord
    shall not be liable in any manner to Tenant by reason of such entry or performance of repairs, alterations and/or additions
    to the Premises, and the obligations of Tenant hereunder shall not be affected, absent grossly negligent or intentional actions
    or failures to act attributable to Landlord, or any person or entity engaged by or on behalf of Landlord to perform such work.
    Landlord agrees (except in the case of Tenant’s default hereunder) that all repairs, alterations and additions (excepting
    only emergency work or work that must, in Landlord’s judgment, be performed on an urgent basis) by Landlord shall be
    performed in a reasonable manner at reasonable times, subject to the limitations contained herein.


 






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	 	(E)	Following
    notice from either Party of intention to terminate or not renew this Lease, or failure of Tenant to exercise its option to
    renew this Lease, Landlord may commence efforts to market the Premises which may include placing a “For Rent”
    sign on or near the Premises. All of said signs shall be placed upon such part of the Premises as Landlord may elect, and
    may contain such information as Landlord shall require. Landlord or Landlord’s representative may use lock boxes, and
    take pictures and video of the Premises. Prospective purchasers or tenants may inspect the Premises at such times as the parties
    may agree, so long as they are accompanied by Landlord or Landlord’s representative.


 


	18.	INDEMNIFICATION


 


	 	(A)	Beginning
    on the Commencement Date and continuing throughout Tenant’s possession of the Premises, Tenant shall indemnify Landlord,
    its partners, directors, officers, agents and employees from and against any and all losses, whether or not based on negligence,
    costs (including reasonable attorneys’ fees), claims, damages, liabilities, suits, actions and causes of action, whether
    legal or equitable, sustained or arising by reason of Tenant’s default in any of its obligations under this Lease, or
    of the fault or neglect of Tenant or of the failure of Tenant or any of its officers, agents, employees or invitees, to fulfill
    any duty toward the public or to Landlord under this Lease, or to any person or persons whomever, that Tenant, by reason of
    its occupancy or use of the Premises may owe.


 


	 	(B)	Beginning
    on the Commencement Date and continuing throughout Tenant’s possession of the Premises, Landlord shall indemnify, defend
    and hold Tenant harmless from and against any and all third-party claims, suits and causes of action, whether legal or equitable,
    and costs (including reasonable attorneys’ fees) sustained or arising by reason of the intentional or grossly negligent
    acts or omissions of Landlord, its employees, agents, licensees or contractors.


 


	 	(C)	This
    Paragraph shall survive the expiration or earlier termination of this Lease with respect to any occurrence that occurs prior
    to the expiration or such earlier termination of the Term or exercised Renewal Term.


 


	19.	INSURANCE


 


	 	(A)	Tenant,
    at Tenant’s expense, shall obtain comprehensive general liability insurance coverage against any and all claims for
    injuries to persons or property occurring on the Premises by reason of Tenant’s use, occupancy or operation in and on
    the Premises. No later than the Signing Date, Tenant will provide Landlord with written documentation of said insurance coverage
    showing that the Premises will be insured as of the Commencement Date set forth in Paragraph 3(A). Tenant shall maintain insurance
    coverage throughout the Term of this Lease, and any Renewal Term(s).


 


	 	(B)	Such
    insurance shall include Landlord as an additional insured and shall require at least 30 days (30 if not specified)
    advance written notice of cancellation or nonrenewal be given to Landlord. Such insurance shall, at all times, provide coverage
    in an amount not less than $1,000,000.00 ($1,000,000.00 if not specified) in the aggregate. The policy or policies
    of Tenant’s liability insurance shall provide that a covered loss will be paid notwithstanding any act or negligence
    of Landlord or Tenant, and for payment of claims on an occurrence basis.


 


	 	(C)	Tenant
    agrees to keep its property located on the Premises insured, including all floor and wall coverings, and Tenant’s trade
    fixtures, equipment and other personal property from time-to-time situated on the Premises. The amount of coverage shall be
    such as determined by Tenant to adequately compensate Tenant for its loss, and if the proceeds of such insurance are not used
    for repair or replacement of the property so insured, or if this Lease is terminated following a casualty, the proceeds applicable
    to the leasehold improvements shall be paid to Landlord and the proceeds applicable to Tenant’s personal property shall
    be paid to Tenant.


 






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	 	(D)	Landlord
    will notify Tenant of any recommendations made by Landlord’s insurance carrier, as well as any codes or standards recommended
    by the National Fire Protection Association (“NFPA”) which, in Landlord’s sole but reasonable opinion, are
    relevant to the terms of the lease, and Tenant shall comply with any and all such reasonable recommendations. Landlord acknowledges
    that no NFPA codes or standards are currently recommended and Landlord is not aware of any imminent recommendations, unless
    set forth here: ____________________________


________________________________________________________________________________________________


________________________________________________________________________________________________


 


	 	(E)	Tenant
    will comply with all reasonable recommendations made by Landlord’s insurance carrier, Tenant’s insurance carrier,
    or with NFPA codes or standards that have been reasonably recommended. Tenant will not do, nor permit anything to be done,
    or neglect to do anything, or prevent anything to be brought onto the Premises that will (i) cause an increase in the premium
    that may be charged during the Term of this Lease on any fire or extended coverage insurance carried on the structure, or
    (ii) cause any increase in the premiums that may be charged during the Term of this Lease on any fire and/or extended coverage
    insurance carried on the structure and exterior of the property. If, by any reason of any act or omission of Tenant, the fire
    and extended coverage insurance premiums are increased, Tenant shall pay, as Additional Rent hereunder, the amount by which
    the premiums are increased. Landlord will notify Tenant of any NFPA codes or standards that are recommended, and of any notices
    it received concerning changes in rates.


 


	20.	DESTRUCTION
    OR DAMAGE


 


	 	(A)	If,
    during the Term of this Lease or any extension thereto, the Premises is damaged by fire or any other casualty, including,
    without limitation, natural disaster, and not occurring through the intentional or negligent acts or omissions of Tenant or
    those claiming under Tenant, or their employees respectively, Tenant shall promptly notify Landlord and Landlord shall repair
    the damaged portions of the Premises, including any improvements or alterations made by Landlord (but not any of Tenant’s
    property therein or improvements or alterations made by Tenant). If, however, in Landlord’s reasonable judgment, the
    damage would require more than _______ days (120 if not specified) of work to repair, or if the insurance proceeds (excluding
    rent insurance) that Landlord anticipates receiving must be applied to repay any mortgages encumbering the improvements, or
    are otherwise inadequate to pay the costs of such repair, Landlord shall have the right to terminate this Lease by so notifying
    Tenant. Such notice shall specify a termination date not less than _______ days (30 if not specified) after its receipt by
    Tenant.


 


	 	(B)	If
    the damage to the Premises is only partial and such that the Premises can be restored to its former condition within a reasonable
    time, Landlord may enter and repair, and this Lease shall not be affected, except that Base Rent shall be apportioned and
    suspended while such repairs are being made. If the Premises is so slightly damaged by fire or other casualty as mentioned
    above so as not to render the Premises unfit for occupancy, Landlord agrees the same shall be promptly repaired.


 


	 	(C)	Landlord
    shall not be liable for any damage, compensation or claim by reason of inconvenience or annoyance from the necessity of repairing
    any portion of the Premises, or improvements thereon, the interruption and the use of the Premises, or the termination of
    this Lease by reason of the destruction of the Premises.


 






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	21.	FORCE
    MAJEURE


 


If
either Party should be delayed or hindered, or prevented from performing any of the acts required in this Lease by reason of war,
fire or other casualty, acts of terrorism, natural or environmental disasters, strike, walk-out, labor trouble, shortage of materials
or equipment, or the inability to procure the same, failure of power, restrictive government laws or regulations, riot, insurrection,
declaration of martial law, or other causes beyond the reasonable control of the party delayed, the performance of such act shall
be excused for the period of such delay. This Paragraph shall not excuse Tenant, after the Commencement Date, from a timely
payment of Rent or any other amounts required under this Lease.


 


	22.	CONDEMNATION/EMINENT
    DOMAIN


 


	 	(A)	In
    an instance of total condemnation, where all of the property is taken through an exercise of the power of eminent domain,
    this Lease shall terminate on the date when possession of the property was acquired by the condemning authority. The right
    to terminate this Lease under this Paragraph may be exercised by either party so notifying the other party in writing not
    later than _______ days (30 if not specified) prior to such date.


 


	 	(B)	In
    an instance of partial condemnation, Landlord shall have the right to terminate this Lease on the date when the condemned
    portion of the Premises is to be delivered to the condemning authority and neither party shall have any further responsibility
    or liability under this Lease or to the other where only part of the Premises is taken and:


 


	 	1.	The
    condemnation award is insufficient to restore the remaining portion of the Premises, or if such award must be applied to repay
    any mortgages encumbering improvements on the property, OR


 


	 	2.	In
    addition to a portion of the Premises, a portion of the improvements or land is taken and Landlord deems it commercially unreasonable
    to continue leasing all or a portion of the remaining space and the improvements.


 


	 	(C)	In
    an instance of partial condemnation, Tenant shall have the right to terminate this Lease on the date when the condemned portion
    of the Premises is to be delivered to the condemning authority and neither party shall have any further responsibility or
    liability under this Lease or to the other where a substantial portion of the Premises is so taken and it is commercially
    impossible for Tenant to continue its business within the Premises.


 


	 	(D)	If
    this Lease is not terminated after a partial condemnation, then after the date when the condemned portion of the Premises
    is delivered to the condemning authority, the Rent shall be reduced in the proportion that the condemned area bears to the
    entire area of the Premises.


 


	 	(E)	Tenant
    shall have the right to claim against the condemning authority only for removal and moving expenses and business relocation
    damages that may be separately payable to Tenant in general under Pennsylvania law, provided such payment does not reduce
    the award otherwise payable to Landlord. Subject to the foregoing, Tenant hereby waives all claims against Landlord with respect
    to a condemnation, and hereby assigns to Landlord all claims against the condemning authority including, without limitation,
    all claims for leasehold damages and diminution in value of Tenant’s leasehold estate.


 






    CL Page 13 of 21


     


    

 


	23.	SUBORDINATION,
    NON-DISTURBANCE AND ATTORNMENT; ESTOPPEL CERTIFICATES


 


	 	(A)	This
    Lease shall be subject and subordinate at all times to the lien of any mortgages and other encumbrances now or hereafter placed
    upon the Premises or property. Tenant shall execute and deliver to Landlord upon demand an instrument acceptable to Landlord
    subordinating this Lease to the lien of any present or future mortgage or encumbrance as may be requested by any mortgagee
    of the property. At the request of any holder of any such mortgage, or the purchase of such mortgage at any foreclosure sale,
    or at any sale under a power of sale contained in such mortgage, Tenant shall attorn to and recognize such mortgagee or purchaser
    as Landlord under this Lease for the balance of the Term, including any renewal or extensions hereof subject to all the terms
    of this Lease. Provided that Tenant is not in default of this Lease, its tenancy shall not be disturbed by Landlord, but shall
    continue in full force and effect. Landlord agrees to use reasonable efforts, but shall not be obligated to obtain from any
    future mortgagee a non-disturbance agreement for the benefit of Tenant on a form customarily issued by such mortgagee.


 


	 	(B)	Tenant
    shall, from time-to-time, execute and deliver within _______ days (5 if not specified) following receipt of a request from
    Landlord or Landlord’s mortgagee, grantee or lessor, a recordable instrument evidencing such subordination and Tenant’s
    agreement to attorn to the holder of such prior right. Notwithstanding the foregoing, any mortgagee may, at any time, subordinate
    its mortgage to this Lease, without Tenant’s consent, but with notice in writing to Tenant, whereupon this Lease shall
    be deemed prior to such mortgage without regard to their respective dates. The term “mortgage” includes mortgages,
    deeds of trust, or similar instruments, and all modifications, consolidations, extensions, renewals or replacements hereof,
    or substitutes therefor.


 


	 	(C)	On
    or before the date Tenant first takes possession of the Premises, Tenant agrees to execute and cause all guarantors to execute,
    a tenant acceptance certificate and an estoppel letter in such form as Landlord may reasonably request.


 


	24.	DEFAULT


 


	 	(A)	Any
    of the following events shall constitute a default under this Lease by Tenant:


 


	 	1.	Failure
    by Tenant to pay, when due, any Rent or any other sum payable by Tenant under this Lease within _______ days (10 if not specified)
    after written notice by Landlord to Tenant that such sum is past due.


 


	 	2.	Tenant
    vacates the Premises before the proper termination of this Lease, including any Renewal Term.


 


	 	3.	Tenant
    fails to observe or perform any of Tenant’s other obligations as set forth in this Lease.


 


	 	4.	Tenant
    commits an act of bankruptcy or files a petition, or commences any proceedings under any bankruptcy or insolvency law.


 


	 	5.	A
    petition is filed or a proceeding is commenced against Tenant under any bankruptcy or insolvency law, and is not dismissed
    within sixty (60) days.


 


	 	6.	Tenant
    is adjudicated bankrupt.


 


	 	7.	A
    receiver or other official is appointed for Tenant, or for a substantial part of Tenant’s assets, or for Tenant’s
    interest in this Lease.


 


	 	8.	Any
    attachment or execution is filed or levied against a substantial part of Tenant’s assets or Tenant’s interest
    in this Lease, or any of Tenant’s property on the Premises that is not insured.


 


	 	(B)	If
    Landlord fails to observe or perform any of Landlord’s obligations as set forth in this Lease and Tenant has given Landlord
    not less than _______ days (30 if not specified) written notice of the default, or if the default is of a character so that
    more than _______ days (30 if not specified) to cure are required and Landlord fails to use its best efforts to cure the default
    after receiving notice from Tenant, then after such _______ days (30 if not specified) notice, Tenant shall have the right,
    but not the obligation, to cure the default on behalf of Landlord, at the expense of Landlord, and may seek reimbursement
    from Landlord by means of any available legal process.


 



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	25.	NOTICE
    OF DEFAULT


 


	 	(A)	Notwithstanding
    anything to the contrary in this Lease, and except in connection with the provisions of Paragraph 24(A)(2), (4), (5), (6),
    (7), or (8) for which no notice or cure period shall be given or permitted, if Tenant has failed or refused to perform, or
    has violated any of the non-monetary terms, covenants, conditions or agreements contained in this Lease, Landlord shall so
    notify Tenant in writing.


 


	 	(B)	Upon
    receiving such Notice of Default, Tenant shall correct the matter(s) complained of within _______ days (30 if not specified)
    after receipt of written notice, or if more than such ______ days (30 if not specified) are required to correct with reasonable
    diligence the matter(s) complained of in such notice, Tenant shall begin to correct them within such _______ days (30 if not
    specified) and pursue such corrective action with reasonable diligence thereafter, providing Landlord with timely written
    confirmation thereof Tenant shall diligently follow through with such correction(s) to conclusion.


 


	 	(C)	In
    the event the default is a failure to pay Rent or other monetary obligations contained in this Lease, Landlord shall provide
    written notice within _______ business days (5 if not specified) of a right to cure, and Tenant’s right to cure shall
    exist no more than _______ times (2 if not specified) in any _______-month (12 if not specified) period, and such payment
    shall include the Late Charge(s).


 


	26.	WAIVER
    OF NOTICE


 


Tenant
hereby waives all rights to legal notice, whether provided by statute or common law, and agrees that prior written notice delivered
as provided herein with respect to proceedings to recover possession in the event of default, at any time shall be sufficient.


 


	27.	RIGHT
    TO CURE


 


If
Tenant shall default in performing any of its obligations under this Lease, Landlord may (but shall not be obligated), in addition
to Landlord’s other rights and remedies, and without waiver of such default, cure such default on behalf of Tenant, thereby
entering and possessing the Premises if deemed necessary by Landlord, provided that Landlord shall have first given Tenant notice
of such default and Tenant shall have failed within _______ days (30 if not specified) following receipt of said notice to cure
or diligently pursue the cure of said default (which notice and opportunity to cure shall not be required in case of actual emergency).
Tenant, upon demand of Landlord, shall reimburse Landlord for all actual costs (including reasonable attorneys’ fees) incurred
by Landlord with respect to such default and, if Landlord so elects, Landlord’s efforts to cure the same.


 


	28.	ALTERNATIVE
    DISPUTE RESOLUTION


 


	 	(A)	Landlord
    and Tenant agree to cooperate by supporting and fully participating in all efforts to resolve disputes, complaints, claims
    and other problems that arise or are related to this Lease through mediation and, if not successfully resolved, then through
    binding arbitration in accordance with the principles of the Uniform Arbitration Act, 42 Pa. C.S.A. §7301, et seq., and
    other related laws of the Commonwealth of Pennsylvania. The parties make the foregoing commitment with full knowledge that
    by agreeing to submit disputes to binding arbitration, the parties are agreeing not to resort to the courts or the judicial
    system, and are waiving their rights to do so.


 


	 	(B)	When
    submitting a dispute to a mediator, the parties shall agree upon one mediator from a list of mediators available through the
    local court or local Federal district court or through such other agency as the parties may mutually agree. The parties agree
    to share all expenses of mediation equally.


 


	 	(C)	Should
    the parties not be able to resolve their dispute through mediation, each party will voluntarily submit to binding arbitration
    and shall appoint their own arbitrator. These arbitrators shall select a mutual third arbitrator, thus forming an “Arbitration
    Panel” that will then proceed to schedule the matter for disposition. In the event that the individual arbitrators are
    unable to agree on a neutral arbitrator, either party shall have the right to petition the local Court of Common Pleas to
    appoint a neutral arbitrator. In order to initiate the binding arbitration process, either party will submit a written request
    for arbitration to the other party, within a reasonable time following the unsuccessful mediation of their dispute. If the
    parties are unable to agree upon a location for arbitration, then the arbitration will be held at the local courthouse.


 



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	29.	LANDLORD’S
    REMEDIES


 


	 	(A)	CONFESSION
    OF JUDGMENT/EJECTMENT - IN THE EVENT THAT, AND WHEN THIS LEASE SHALL BE DETERMINED BY TERM, COVENANT, LIMITATION OR CONDITION
    BROKEN AS AFORESAID, DURING THE LEASE TERM, AND ALSO WHEN AND AS SOON AS THE LEASE TERM HEREBY CREATED SHALL HAVE EXPIRED,
    IT SHALL BE LAWFUL FOR ANY ATTORNEY, AS ATTORNEY FOR LANDLORD, TO CONFESS JUDGMENT AND EJECTMENT IN ANY COMPETENT COURT AGAINST
    TENANT AND ALL PERSONS CLAIMING UNDER TENANT FOR THE RECOVERY BY LANDLORD OF POSSESSION OF THE PREMISES, WITHOUT ANY LIABILITY
    ON THE PART OF THE SAID ATTORNEY, FOR WHICH THIS LEASE SHALL BE A SUFFICIENT WARRANT. WHEREUPON, IF LANDLORD SO DESIRES, A
    WRIT OF POSSESSION WITH CLAUSES FOR COSTS MAY ISSUE FORTHWITH, WITH OR WITHOUT ANY PRIOR WRIT OR PROCEEDING WHATSOEVER. IF
    FOR ANY REASON AFTER SUCH ACTION HAS BEEN COMMENCED, THE SAME SHALL BE DETERMINED AND THE POSSESSION OF THE PREMISES REMAINS
    IN OR RESTORES TO TENANT, LANDLORD SHALL HAVE THE RIGHT IN THE EVENT OF ANY SUBSEQUENT DEFAULTS TO CONFESS JUDGMENT IN EJECTMENT
    AGAINST TENANT IN THE MANNER AND FORM HEREIN AND BEFORE SET FORTH, TO RECOVER POSSESSION OF THE PREMISES FOR SUCH SUBSEQUENT
    DEFAULT. NO SUCH DETERMINATION OF THIS LEASE NOR RECOVERING POSSESSION OF THE PREMISES SHALL DEPRIVE LANDLORD OF ANY REMEDIES
    OR ACTION AGAINST TENANT FOR RENT OR FOR DAMAGES DUE OR TO BECOME DUE FOR THE BREACH OF ANY CONDITION OR COVENANT; NOR THE
    RESORTS TO ANY WAIVER OF THE RIGHT TO INSIST UPON THE FORFEITURE, AND TO OBTAIN POSSESSION IN THE MANNER PROVIDED HEREIN.


 


	 	(B)	AFFIDAVIT
    REQUIRED - IN ANY ACTION IN EJECTMENT, LANDLORD SHALL FIRST CAUSE TO BE FILED IN SUCH ACTION AN AFFIDAVIT MADE BY IT OR
    SOMEONE ACTING FOR IT, SETTING FORTH THE FACTS NECESSARY TO AUTHORIZE THE ENTRY OF JUDGMENT OF WHICH FACTS SUCH AFFIDAVIT
    SHALL BE CONCLUSIVE EVIDENCE; AND IF A TRUE COPY OF THIS LEASE IS FILED IN SUCH ACTION, IT SHALL NOT BE NECESSARY TO FILE
    THE ORIGINAL AS A WARRANT OF ATTORNEY, ANY RULE OF COURT, CUSTOM OR PRACTICE TO THE CONTRARY NOTWITHSTANDING.


 


	 	(C)	Tenant
    releases Landlord and to any and all who appear for Landlord, from all procedural errors in said proceedings. Except as set
    forth above, Tenant expressly waives the benefits of laws, now or hereinafter enforced, exempting any goods on the Premises,
    or elsewhere from distraint, levy, or sale in any legal proceeding taken by Landlord to enforce any rights under this Lease.


 


	 	(D)	No
    act or forbearance by Landlord shall be deemed a waiver or election of any right or remedy by Landlord with respect to Tenant’s
    obligations hereunder, unless and to the extent that Landlord shall execute and deliver to Tenant a written instrument to
    such effect, and any such written waiver by Landlord shall not constitute a waiver or relinquishment for the future of any
    obligation of Tenant. Landlord’s acceptance of any payment from Tenant (regardless of any endorsement on any check or
    writing accompanying such payment) may be applied by Landlord to Tenant’s obligations then due hereunder in any priority
    as Landlord may elect, and such acceptance by Landlord shall not operate as an accord and satisfaction, or constitute a waiver
    of any right or remedy of Landlord with respect to Tenant’s obligations hereunder. All remedies provided to Landlord
    herein shall be cumulative.


 






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	30.	PAYMENT
    OF TENANTS OBLIGATIONS BY LANDLORD


 


All
terms, covenants, agreements and conditions to be performed by Tenant under this Lease shall be performed by Tenant at Tenant’s
sole cost and expense. If Tenant fails to pay any sum of money, other than Rent, required to be paid by Tenant under this Lease,
or if Tenant shall fail to perform any other act that it is obligated to perform under this Lease, and if such failure(s) shall
continue beyond any grace period or cure period as set forth in this Lease, Landlord may, without waiving or releasing Tenant
from any of Tenant’s obligations, make such payment or perform such task or other act on Tenant’s behalf. All sums
paid or incurred by Landlord and all incidental costs thereto (including reasonable attorneys’ fees) shall be Tenant’s
sole cost and responsibility, and shall be deemed Additional Rent.


 


	31.	ABANDONMENT


 


	 	(A)	In
    the event of termination of this Lease in any manner whatsoever, Tenant shall immediately remove Tenant’s goods and
    effects, and those of any other person claiming under Tenant or subtenancies assigned to it, and quit and deliver the Premises
    to Landlord peacefully and quietly.


 


	 	(B)	Goods
    and effects not removed by Tenant after termination of this Lease, or within _______ hours (72 if not specified) after a termination
    by reason of Tenant’s default, shall be considered abandoned.


 


	 	(C)	Landlord
    shall give Tenant notice of right to reclaim abandoned property pursuant to applicable local law, and thereafter dispose of
    the same as it deems expedient, including in storage and public warehouse or elsewhere at the cost and for the account of
    Tenant. Tenant shall promptly upon demand reimburse Landlord for any expense incurred by Landlord in connection with storing
    or disposing of Tenant’s goods and effects, which obligation shall survive the termination or expiration of this Lease.


 


	32.	HOLDING
    OVER


 


	 	(A)	This
    Lease shall expire absolutely and without notice on the last day of the Term or any renewal thereof. If Tenant, with the prior
    written consent of Landlord, retains possession of the Premises or any part thereof after the termination of this Lease by
    expiration of the Term or otherwise, a month-to-month tenancy shall be deemed to exist. Tenant shall continue to pay all Rent,
    plus ordinary maintenance, taxes, insurance and all other charges due under this Lease. Such holdover tenancy may be terminated
    by Landlord or Tenant upon _______ days (30 if not specified) written notice by either party to the other party.


 


	 	(B)	If
    such holding over exists without Landlord’s prior written consent, Tenant shall pay Landlord, as partial compensation
    for such unlawful retention, an amount calculated on a per diem basis for each day of such continued unlawful retention equal
    to _______% (150 if not specified) of the Rent for the time Tenant remains in possession. Such payments for unlawful retention
    shall not limit any rights or remedies of Landlord resulting by reason of the wrongful holding over by Tenant, nor shall such
    unlawful retention create any right of Tenant to continue in possession of the Premises. All other terms and provisions of
    this Lease then in effect shall remain in effect.


 


	33.	PRESERVATION
    OF LANDLORD’S ENFORCEMENT RIGHTS


 


Landlord’s
acceptance of Rent or any amount due and owing, or failure to enforce any right under this Lease shall not waive any other rights
that Landlord may have hereunder. Any attempt to collect Rent and/or other amounts due and owing by one proceeding shall not waive
Landlord’s right to collect the same by any other proceeding.


 


	34.	RECORDING


 


Neither
this Lease, nor any assignment of this Lease, shall be recorded by Tenant.


 


	35.	TENANT’S
    JOINT AND SEVERAL LIABILITY


 


If
two or more individuals, corporations, partnerships, or other business associations, or any combination of two or more, shall
sign this Lease as Tenant(s), the liability of each such individual, corporation, partnership or other business association to
pay Base Rent, pay Additional Rent, and to perform all other obligations hereunder to be performed by Tenant shall be deemed to
be joint and several. If Tenant named in this Lease shall be a partnership or other business association, the members of which
are, by virtue of statute or general law, subject to personal liability, the liability of each such member shall be joint and
several.


 






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	36.	TRANSFER
    OF LANDLORD’S INTEREST; LIMITATION TO LIABILITY


 


	 	(A)	Notwithstanding
    any provision of this Lease to the contrary, in the event of the sale or other transfer of Landlord’s interest in the
    property, Landlord shall immediately notify Tenant in writing at the address set forth in Paragraph 50. Upon the successful
    completion of the sale or other transfer of Landlord’s interest in the property, Landlord shall be released and discharged
    from all covenants, agreements and obligations of Landlord, whether previously accrued or thereafter accruing.


 


	 	(B)	Liability
    of Landlord under this Lease shall be limited to its interest in Landlord’s property, and any judgment against Landlord
    shall be satisfied solely out of the proceeds of the sale of its interest in the property, and any judgment so rendered shall
    not give rise to any right of execution or levy against any of Landlord’s other assets.


 


	 	(C)	Landlord
    shall have no personal liability to any successor in interest with respect to any of the provisions of this Lease or any obligation
    arising from this Lease. Tenant shall look solely to the equity of the then-owner of the property for satisfaction of remedies
    by Tenant in the event of a breach by Landlord of any of its covenants, agreements or obligations hereunder.


 


	 	(D)	In
    no event shall Landlord be liable to Tenant for consequential or punitive damages for any reason whatsoever.


 


	37.	TIME
    IS OF THE ESSENCE


 


All
times and dates identified for the performance of any obligations of this Lease are of the essence and are binding.


 


	38.	CHOICE
    OF LAW


 


This
Lease shall be construed in accordance with and governed by the laws of the Commonwealth of Pennsylvania.


 


	39.	ATTORNEYS’
    FEES


 


If
either party institutes legal proceedings against the other to enforce any provision of this Lease, or otherwise with respect
to any dispute arising out of this Lease, in any legal proceeding that is final and unappealable, the losing party shall, within
thirty (30) days after receipt of a detailed statement, reimburse the prevailing party for their reasonable attorneys’ fees
and legal costs incurred.


 


	40.	CONSTRUCTION


 


	 	(A)	In
    construing this Lease, the terms “Lease,” “agreement” and “Agreement” shall be synonymous;
    the term “Lease” shall also include all exhibits, addenda and riders hereto. The singular shall be deemed to include
    the plural, and the plural the singular. All references to any specific party shall be gender neutral, and shall include their
    respective personal representatives, successors and permitted assigns.


 


	 	(B)	Where
    the provisions of this Lease refer to the duties and/or responsibilities of Tenant, the term “Tenant” shall be
    construed, wherever reasonable, to include Tenant’s agents, employees, officers and assigns.


 


	41.	HEADINGS


 


The
section and paragraph headings in this Lease are for convenience only and are not intended to indicate all of the matter in the
sections that follow them. They shall have no effect whatsoever in determining the rights, obligations or intent of the parties.


 


	42.	SUCCESSORS
    AND ASSIGNS


 


Subject
to the restrictions on transfer, assignment and subletting, the terms, conditions and covenants of this Lease shall be binding
upon and shall inure to the benefit of each of the parties, their heirs, personal representatives, successors and/or permitted
assigns. When more than one party shall be Tenant under this Lease, or “Tenant” wherever used in this Lease shall
be deemed to include all Tenants, jointly and severally.


 






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	43.	BROKERS


 


It
is expressly understood and agreed between the parties hereto that the herein named Broker(s), their licensees, employees and
any officer or partner are acting only as agent for the party that hired them, and no other, and will in no case whatsoever be
held liable, either jointly or severally, to either party for the performance of any term, covenant or condition of this Lease,
or for any damages that arise from the breach, default or non-performance thereof.


 


	44.	LEASE
    INTERPRETATION; PRIOR REPRESENTATION


 


	 	(A)	The
    parties acknowledge that each has been represented by legal counsel in negotiating this Lease, or has had the opportunity
    to be so represented, and that each intends that the provisions of this Lease not be interpreted or construed against either
    party due to the fact that such party may have been responsible for the drafting of this Lease. The parties acknowledge that
    in the course of negotiating this Lease, their representatives gradually reached agreement on the terms set forth in this
    Lease.


 


	 	(B)	The
    parties acknowledge that none of the prior oral and written agreements between them, and none of the representations on which
    either of them has relied relating to the subject matter of this Lease, shall have any force or effect whatsoever, except
    as and to the extent that such agreements and representations have been incorporated into this Lease.


 


	45.	SEVERABILITY


 


If
any term or provision of this Lease or the application of any term or provision of this Lease to any person or circumstance is
finally judged to be invalid or unenforceable, the remainder of this Lease shall not be affected (including any attempted application
of the invalid or unenforceable term or provision to the other person or circumstance). Landlord and Tenant hereby acknowledge
and agree that they would have agreed upon each term and provision contained in this Lease irrespective of the fact that one or
more term or pro-vision was contrary to the law, or during the Term or Renewal Term or extension thereof are found to be contrary
to the law.


 


	46.	RIGHTS
    CUMULATIVE


 


Unless
expressly provided to the contrary in this Lease, each and every one of the rights, remedies and benefits provided by this Lease
shall be cumulative and shall not be exclusive of any other such right, remedy or benefit allowed at law or in equity.


 


	47.	EXECUTION
    AND COUNTERPARTS


 


This
Lease may be executed in one or more counterparts, each of which shall be deemed to be an original, and all such counterparts
together shall constitute one-in-the-same Lease of the parties. To facilitate execution of this Lease, the parties may initially
execute and exchange by telephone, facsimile or email counterparts of the signature pages to be promptly supplemented by exchange
of hardcopies.


 


	48.	ENTIRE
    AGREEMENT


 


This
Lease and any attached exhibits and addenda constitute the entire agreement between Landlord and Tenant with respect to Landlord’s
Premises, and there are no promises, agreements, conditions or understandings, whether oral, written or digital, between them
other than as are herein set forth. Neither this Lease nor any of its provisions may be altered, amended, changed, waived, discharged
or terminated orally, but only by an instrument in writing signed by the parties.


 


	49.	AUTHORITY


 


	 	(A)	The
    person(s) executing this Lease on behalf of Landlord do/does hereby represent and warrant that Landlord is a duly authorized
    and validly existing ______________ (nature of entity) under the laws of ______________ (state), that Landlord is authorized
    to do business in the Commonwealth of Pennsylvania, that Landlord has full rights, power and authority to enter into this
    Lease, and that each person signing on behalf of Landlord is authorized to do so.


 


	 	(B)	The
    person(s) executing this Lease on behalf of Tenant do/does hereby represent and warrant that Tenant is a duly authorized and
    validly existing _____________ (nature of entity) under the laws of ______________ (state), that Tenant is authorized to do
    business in the Commonwealth of Pennsylvania, that Tenant has full rights, power and authority to enter into this Lease, and
    that each person signing on behalf of Tenant is authorized to do so.


 






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	50.	NOTICES


 


	 	(A)	Notices
    shall be in writing and shall be deemed properly served three (3) business days after depositing in the United States postal
    service, as registered or certified mail, return receipt requested, postage prepaid, or upon receipt when sent by overnight
    express carrier with a request that the addressee sign a receipt evidencing delivery, and addressed as follows, or to any
    other address furnished in writing by any of the foregoing:


 


TO
TENANT:


 


2806
Via Fortuna, Suite 425, Austin, TX 78746                                                                                                                              


_________________________________________________________________________________________


TO
LANDLORD:


 


c/o
Jon Roberts, 302 Sunrise Court, Chalfont, PA 18914                                                                                                              


_________________________________________________________________________________________


 


	 	(B)	Any
    change of address furnished by either party shall comply with the notice requirements of this Paragraph, and shall include
    a complete outline of the current notice of addresses to be used for all parties, including electronic mail addresses.


 


	51.	SPECIAL
    CLAUSES


 


	 	(A)	The
    following are part of this Lease if checked:


 


☐ 
Change of Lease Terms Addendum (PAR Form CLT)


☐
Floorplan of Premises


☐
_______________________________________________________________________________________


☐
_______________________________________________________________________________________


 


		(B)	Additional
                                         Terms:



 


Tenant
reserves the right to renew Lease with proper notice. Should Tenant renew Landlord agrees                    


to
the following:                                                                                                                                                        



Rent
in Year Two will equal $3,000 per month                                                                                                        



Rent
in Year Three will remain $3,000 per month                                                                                                    


Should
Tenant renew beyond Year Three Landlord reserves the right to increase rent not more than                     


3%
per month.                                                                                                                                                             


Security
Deposit will be held at Penn Community Bank.                                                                                           


                                                                                                                                                                                      


                                                                                                                                                                                      


                                                                                                                                                                                      


                                                                                                                                                                                      


                                                                                                                                                                                      


                                                                                                                                                                                      


                                                                                                                                                                                      


                                                                                                                                                                                      


                                                                                                                                                                                      


                                                                                                                                                                                      


                                                                                                                                                                                      


                                                                                                                                                                                      


                                                                                                                                                                                      


                                                                                                                                                                                      


                                                                                                                                                                                      


                                                                                                                                                                                      


                                                                                                                                                                                      


                                                                                                                                                                                      


                                                                                                                                                                                      


                                                                                                                                                                                      


                                                                                                                                                                                      


                                                                                                                                                                                       


 




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NOTICE
BEFORE SIGNING: If Tenant or Landlord has legal questions, Tenant or Landlord is advised to consult an attorney. Landlord and
Tenant have negotiated the terms and conditions of this Lease, including any and all addenda hereto, and have initialed any and
all changes made, and identify this Dateas the “Signing Date” of this Lease.


 


	TENANT/AUTHORIZED
    SIGNER	/s/
    Glenn Mattes	DATE  10/15/18
	Title
 President and CEO
	TENANT/AUTHORIZED
    SIGNER	 	DATE                 
	Title
                                      
	TENANT/AUTHORIZED
    SIGNER	 	DATE                 
	Title
                                  
	TENANT/AUTHORIZED
    SIGNER	 	DATE                 
	Title
                                  
	CO-SIGNER	 	DATE                 
	Title
                                  
	CO-SIGNER	 	DATE                 
	Title
                                  
	LANDLORD/AUTHORIZED
    SIGNER	/s/
    Jonathan Roberds on behalf of TanJon LLC	DATE  10/17/18
	Title
                                  
	LANDLORD/AUTHORIZED
    SIGNER	 	DATE                 
	Title
                                  


 


LANDLORD
TRANSFERS LEASE TO A NEW LANDLORD


 


As
part of payment received by Landlord, ______________________________ (current Landlord) now transfers to ______________________________
(new landlord) his heirs and estate, this Lease and the right to receive the Rents and other benefits.


 


	CURRENT
    LANDLORD	 	DATE                 
	Title
                                  
	CURRENT
    LANDLORD	 	DATE                 
	Title
                                  
	NEW
    LANDLORD	 	DATE                 
	Title
                                  
	NEW
    LANDLORD	 	DATE                 
	Title
                                  


 


 


CL
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