Exhibit 10.2


 


PURCHASE
AND SALE AGREEMENT


 


THIS
PURCHASE AND SALE AGREEMENT (“Agreement”), made this 25th day of October, 2021 (the “Effective
Date”), by and between POLARITYTE, INC., a Delaware corporation (“Seller”), and BCG ACQUISITIONS LLC, a
Utah limited liability company and/or assigns (“Buyer”).


 


RECITALS:


 


WHEREAS,
Seller is the tenant under a lease and has a binding legal option to purchase the Property, as hereinafter defined, having an address
of 1960 South 4250 West, Salt Lake City, State of Utah, and has agreed to sell the Property to Buyer, and Buyer has agreed to purchase
the Property from Seller, upon and subject to the terms and conditions set forth herein.


 


NOW,
THEREFORE, in consideration of the foregoing, the mutual agreements herein contained and other good and valuable consideration to each
of the parties hereto paid by the other, the receipt and sufficiency whereof are hereby acknowledged, it is hereby mutually covenanted
and agreed by Seller and Buyer as follows:


 


1.
AGREEMENT TO SELL AND PURCHASE.


 


Seller
hereby agrees to sell and convey to Buyer and Buyer hereby agrees to purchase from Seller, subject to the terms and conditions hereafter
set forth, that certain parcel of approximately 8.37 acres located in Salt Lake County, Utah, including the following (collectively the
“Property”):


 


(a)
The real property described on Exhibit “A” attached hereto and all improvements thereon (Tax Parcel 15-18-401-005) together
with all roadways, alleys, rights-of-ways, easements, servitudes and privileges and appurtenances of Seller pertaining thereto, including
any right, title and interest of Seller in and to any streets, roads and alleys adjoining said real property (the “Real Property”);


 


(b)
All equipment, fixtures, and all other tangible and intangible personal property, if any, owned by Seller and situated on and used in
connection with the operation of the Real Property (the “Personal Property”), excluding Seller’s personal property
and trade fixtures used in connection with the operation by Seller of its operating business upon the Property;


 


(c)
All of Seller’s right, title and interest in and to all assignable governmental permits, licenses, certificates and approvals that
are unique to the ownership and operation of the Real Property; and


 


(d)
All of Seller’s right, title and interest in and to all assignable warranties of contractors, manufacturers and suppliers affecting
the Real Property or Personal Property, if any, together with any service contracts which Buyer desires to assume at Closing, as and
to the extent identified by Buyer to Seller prior to expiration of the Due Diligence Period.


 






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Seller
is the tenant under that certain Commercial Lease Agreement dated December 12, 2017 (the “Lease”), with Adcomp LLC
as landlord (“Adcomp”). Seller’s obligation to sell the Property to Buyer and Buyer’s obligation to purchase
the Property form Seller are subject to Seller’s prior purchase of the Property under the Seller’s purchase option set forth
in the Lease, which provides, among other things, that (a) Seller give Adcomp written notice of its election to purchase the Property
not less than nine (9) months prior to the December 12, 2022 (the “Purchase Notice”), (b) Seller and Adcomp negotiate
and enter into a purchase and sale agreement for the Property that provides for Seller’s purchase of the Property prior to the
expiration date of the Lease (the “Adcomp Purchase Agreement”), (c) Seller’s earnest money deposit, and (d)
other matters pertaining to title and completion of the sale of the Property by Adcomp to Seller.


 


2.
PURCHASE PRICE.


 


Subject
to the terms and conditions contained in this Agreement, Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the
Property for an amount equal to Seventeen Million Five Hundred Thousand and No/100 Dollars ($17,500,000.00) (the “Purchase Price”).
The Purchase Price shall be payable according to the following schedule:


 


(a)
One Hundred Fifty Thousand and 00/100 Dollars ($150,000.00) (the “Initial Deposit”) shall be deposited by Buyer with
Cottonwood Title Insurance Agency, Inc., 1996 East 6400 South, Suite 120, Salt Lake City, UT 84121 (Attn: Cort Ashton) (“Escrow
Holder”) within five (5) Business Days after the full execution of this Agreement. Buyer may terminate this Agreement for any
reason prior to the expiration of the Due Diligence Period (as defined below), in which event Buyer shall receive a refund of the Initial
Deposit. If Buyer fails to terminate this Agreement prior to the expiration of the Due Diligence Period, then this Agreement shall continue
and the Initial Deposit shall be nonrefundable to Buyer except as set forth herein. Provided this Agreement remains in effect following
the expiration of the Due Diligence Period, Buyer shall, within three (3) business days after the expiration of the Due Diligence Period,
deposit an additional Fifty Thousand and 00/100 Dollars ($50,000.00) (the “Additional Deposit”). If Buyer defaults
on its obligation to deposit such Additional Deposit, Seller may terminate this Agreement and pursue its remedies under Section 13(b)
below. The Initial Deposit and the Additional Deposit, if any (collectively the “Deposit”), at Buyer’s election,
may be placed in an interest bearing account, and shall be maintained at a federally insured bank by Escrow Holder, and the term Deposit
shall include all interest earned thereon, if any. It is understood and agreed that, except as expressly provided herein, the Deposit
shall be deemed earned by Seller and non-refundable to Buyer in all events.


 


(b)
The Deposit shall be applicable to the Purchase Price at Closing. The Purchase Price, less the Deposit, together with any and all other
amounts due and payable by Buyer on the Closing Date as set forth herein, shall be due and payable to Seller in full on or before the
Closing Date.


 




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3.
DELIVERY OF PROPERTY DOCUMENTS


 


Within
five (5) Business Days after the Effective Date of this Agreement, Seller shall deliver, or make available for inspection, all documents
pertaining to the development, ownership, or operation of the Property, to the extent such items presently exist and are in Seller’s
possession or control, including but not limited to, any leases, licenses or other agreements permitting any party to possess, occupy
or enter into all or any portion of the Property; any existing survey of the Property; existing title commitments and/or policies; soils
reports; feasibility studies; building plans and specifications and any remeasurement documentation; operating statements for the Property
for the past two fiscal years; any lease documents that will survive Closing; environmental reports, studies, assessments, and notices;
any service, vendor, or other similar third party contracts; any documentation regarding water, sanitary sewer, gas and other utilities
serving the Property; property tax notices; evidence of insurance and any claims within the past two (2) fiscal years; copies of the
most recent monthly operating statements of the Property, engineering studies; licenses, permits, and final certificates of occupancy
relating to any buildings located on the Land; and property tax notices for the last 3 years, together with the tax bill for the current
year (collectively the “Documents”). Seller agrees to promptly supplement the Documents to the extent additional Documents
become available and to notify Buyer of the same. Except as may be expressly provided for herein, Seller does not warrant the accuracy
of any of the documents or information provided under this Section 3 and Buyer shall have no right to rely on any Documents without the
written consent of the party preparing same. In the event this Agreement is terminated prior to the Closing, Buyer shall return all copies
of the Documents to Seller, and Buyer shall be obligated to keep the contents of the Documents confidential, as further described in
Section 30. This Section 3 shall survive the termination of this Agreement.


 


4.
DUE DILIGENCE.


 


(a)
Condition of Property. Throughout the term of this Agreement and subject to Seller’s rights under the Lease, Buyer shall
be permitted to (i) conduct any examinations, inspections, reviews, studies or tests of the Property as well as the books, records, documents
and other items with respect to the operation of the Property, at Buyer’s expense, which Buyer deems necessary in its sole and
absolute discretion; (ii) contact and/or communicate with any of the tenants or employees at the Property subject to this Section 4(a);
and (iii) contact and/or communicate with any governmental authority having jurisdiction over the Property upon prior notice to Seller
(singularly and collectively, the “Inspections”). In connection with the Inspections and subject to Seller’s
rights under the Lease, Seller shall permit Buyer and its designated representatives, accountants, agents, attorneys, employees, lenders,
contractors, appraisers, architects and engineers (collectively, “Permittees”), upon at least twenty-four (24) hours’
notice and between the hours of 8:00 a.m. to 6:00 p.m., access to and entry upon the Property to conduct the Inspections. A representative
of the Seller may accompany any or all of the Permittees, provided that such right shall not cause undue delay in Buyer’s Inspections
and shall not be a condition precedent to Buyer performing the Inspections and Seller agrees to make such representative available. Buyer
will not, and will cause the Permittees to not, unreasonably interfere with, or permit unreasonable interference with, the quiet enjoyment
of the Property. Buyer shall not cause or permit any damage or injury to be done to the Property and shall be fully responsible for the
cost of any damage which may occur in connection with the activities of Buyer or its Permittees. Prior to entry on the Property, Buyer
and Buyer’s Permittees shall provide certificates of insurance naming Seller and Adcomp on commercial general liability insurance
policies covering the activities on the Property in commercially reasonable amounts.


 






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Buyer’s
obligation to purchase the Property pursuant to this Agreement is contingent upon Buyer being satisfied, in Buyer’s sole and absolute
discretion, with the results of the Inspections on or before the expiration of the Due Diligence Period (as defined in Section 4(d) below).
This Agreement, and all of Buyer’s obligations hereunder, shall terminate, and Buyer shall receive immediate return of its Deposit,
if Buyer delivers written notice to Seller at any time prior to expiration of the Due Diligence Period electing to not proceed under
this Agreement. Accordingly, for any or no reason, prior to expiration of the Due Diligence Period, Buyer shall have the right, by providing
notice to Seller, to terminate this Agreement, whereupon Buyer shall receive immediate return of its Deposit and neither Buyer nor Seller
shall have any further rights or obligations hereunder except as may be otherwise expressly set forth herein. Notwithstanding Buyer’s
rights to conduct Inspection throughout the term of this Agreement, Buyer shall not have a right to terminate this Agreement pursuant
to this Section 4(a) following expiration the Due Diligence Period.


 








Buyer
agrees to indemnify and hold Seller and its partners, employees, agents, successors and assigns harmless from and against all losses,
claims, damages, judgments, costs and expenses (including reasonable attorneys’ fees) which any of them may incur as a result of
the inspections, investigations and tests performed by Buyer or any violation of this Section 4(a) whether the same occurred before or
after execution of this Agreement. Buyer shall not allow any mechanic’s, laborer’s, materialmen’s or any other type
of lien of any type or nature whatsoever, to be placed against the Property or any part thereof as a result of Buyer’s acts prior
to Closing. If any liens are placed against the Property as a result of Buyer’s acts prior to Closing, Buyer shall cause the same
to be released and discharged of record within ten (10) days of the filing thereof, either by payment, deposit or bond. If Buyer fails
to remove the lien within such ten (10) days, Seller shall have the right, but no obligation, to pay the amount due on the lien and collect
from Buyer all cost incurred in removal of the lien, including attorneys’ fees. The provisions of this Section shall survive the
Closing and the delivery of the Deed or any expiration or termination of this Agreement. Notwithstanding the forgoing, Buyer’s
obligations under this Section 4(a) shall not apply to the mere discovery of a pre-existing condition at the Property so long as Buyer’s
actions do not aggravate such pre-existing liability.


 


(b)
Title. Within five (5) Business Days after the execution of this Agreement, Seller shall cause Escrow Agent to deliver to Buyer
an ALTA commitment for title insurance (the “Commitment”) for the Property, along with copies of all items identified
as exceptions in the Commitment, agreeing to issue to Buyer, at the Closing, a standard owner’s policy of title insurance on ALTA
Form B-2006 for the Property in the amount of the Purchase Price, insuring the good and clear fee title, both of record and in fact,
of Buyer to the Real Property, subject only to the Permitted Exceptions (singly and collectively, the “Title Policy”).
Buyer shall pay the additional cost of the premiums for any additional or different title insurance coverage requested by Buyer, including
extended coverage and any requested title endorsements that are not the responsibility of Seller pursuant to this Agreement. The cost
of any title insurance for the Lender shall be borne by Buyer.


 


(c)
Survey. Buyer at its sole cost, shall have the right to obtain a new or updated ALTA “as built” survey of the Real
Property (the “Survey”).


 




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(d)
Due Diligence; Title Review. The “Due Diligence Period” means the period commencing on the Effective Date and
ending at 5:00 p.m. Mountain time on the date that is thirty (30) days following the Effective Date (provided that if such date is not
a Business Day, then by 5:00 p.m. Mountain time on the immediately following Business Day). Buyer shall, on or before the end of the
Due Diligence Period (as may have been extended pursuant to the prior sentence), notify Seller in writing specifying Buyer’s title
and survey objections (the “Title Objections”), if any, to the state of title as reflected in the Commitment and the
Survey (“Buyer’s Title Notice”). All matters contained in the Commitment and the Survey, which are not listed
as Title Objections in Buyer’s Title Notice, shall be deemed to be accepted by Buyer and considered to be Permitted Exceptions
with respect to the Real Property. With respect to all Title Objections, Seller agrees, at or prior to Closing, to remove all Mandatory
Cure Items (whether or not Buyer objects in Buyer’s Title Notice); it being acknowledged that none of the Mandatory Cure Items
shall be deemed Permitted Exceptions. Seller shall notify Buyer in writing within five (5) days after it receives Buyer’s Title
Notice, except with respect to the Mandatory Cure Items, either that (i) Seller shall remove any Title Objections prior to the Closing
at no cost to Buyer (in which case Seller agrees to remove such Title Objections), and Seller shall promptly provide Buyer with evidence
satisfactory to Buyer of Seller’s ability to so remove such Title Objections; or (ii) Seller elects not to cause such Title Objections
to be removed. If Seller fails to respond to Buyer’s Title Notice within such five (5) day period, then Seller shall be deemed
to have elected not to cause all of the Title Objections set forth in the Buyer’s Title Notice to be removed on or before the Closing
Date. In the event Seller selects option (ii) or is deemed to have elected option (ii) (other than with respect to a Mandatory Cure Item),
Buyer may, at its sole election: (A) terminate this Agreement at any time prior to expiration of the Due Diligence Period, or (B) subject
to Section 4(e) hereof, elect to proceed with the Closing subject to all such Title Objections. As used in this Agreement, “Permitted
Exceptions” means all title and survey matters approved or deemed approved by Buyer in accordance with this Section 4 and all
easements, restrictions, rights-of-way and other matters of record or that would be disclosed by a survey or physical inspection of the
property, zoning and other governmental regulations, and taxes and assessments for the year 2021 and thereafter; and “Mandatory
Cure Items” means (i) mortgages, mechanics’, or any other monetary liens or encumbrance arising during the period of
Seller’s ownership of the Property by or through Seller that can be satisfied and discharged with the payment of money and are
not caused by Buyer, (ii) any item Seller expressly agrees to cause the title company to omit from, or insure over in, the Title Policy,
and (iii) any items filed by Seller or caused by Seller after the effective date of the Commitment, except to the extent approved by
Buyer in writing or caused by Buyer.


 


(e)
Final Title Review. If any title or survey matter arises between the date of the Commitment and the Closing Date that was not
contained in the Commitment and was caused by Seller, then Buyer shall have three (3) days to notify Seller in writing if Buyer objects
to such new matters (“Supplemental Title Objections”). With respect to all Supplemental Title Objections, Seller agrees,
at or prior to Closing, to remove any Mandatory Cure Items and acknowledges the same will not be Permitted Exceptions. If Seller will
be unable or fails (except with respect to Mandatory Cure Items), as applicable, to remove such Supplemental Title Objections by the
Closing Date, it shall immediately notify Buyer in writing of such fact, but not later than five (5) Business Days prior to the Closing
Date. In such event, Buyer may, at its sole election: (A) terminate this Agreement, or (B) elect to proceed with the Closing subject
to such Supplemental Title Objections.


 




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(f)
Termination. If Buyer timely elects to terminate this Agreement under any of the foregoing provisions of this Section 4, then
the Deposit and all interest earned on the Deposit shall be promptly returned to Buyer, and this Agreement shall be null and void in
all respects, and thereafter neither party shall have any further rights, liabilities or obligations hereunder, except as to those provisions
herein that expressly survive termination. If Buyer fails to deliver the written notice of termination prior to expiration of the Due
Diligence Period, then except for a Seller default hereunder (or in an event described in Sections 16 and 17 below), the Deposit shall
be fully earned by Seller and nonrefundable to Buyer.


 


5.
BUYER’S CONDITIONS.


 


Notwithstanding
anything to the contrary contained in this Agreement, Buyer’s obligation to purchase the Property is subject to Buyer’s written
approval, or Buyer’s waiver in writing, of the following matters:


 


(a)
Representations and Warranties. Seller’s representations and warranties contained herein shall be true and correct in all
material respects as of the Effective Date and the Closing Date, except for representations and warranties made as of, or limited by,
a specific date, which will be true and correct in all material respects only as of the specified date or as limited by the specified
date.


 


(b)
No Change in Condition of Property. There shall be no material change in the condition of the Property that would have a material
impact on the value of the Property, between the Effective Date and the Closing Date.


 


(c)
Lease Agreement. Commencing on the Effective Date the parties will negotiate in good faith in an effort to come to an agreement
within forty-five (45) days following the Effective Date (the “Lease Completion Period”) on the terms of a lease of a portion
of the building located on the Real Property from Buyer (or its assigns) to Seller or its affiliates with terms consistent with those
set forth in the Letter of Intent between the parties dated August 20, 2021 (the “Lease Agreement”). As and when the parties
agree upon the Lease Agreement, it will be affixed hereto under Exhibit “E” by written consent of the parties and, at that
time, incorporated herein.


 




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(d)
Acquisition Condition. Seller shall have acquired fee simple title to the Property (the “Acquisition Condition”)
pursuant to the terms of the Adcomp Purchase Agreement. If Buyer has not terminated this Agreement during the Due Diligence Period pursuant
to Section 2(a), above, then within five (5) Business Days after the last to occur of expiration of the Due Diligence Period and the
Lease Completion Period Seller shall give the Purchase Notice to Adcomp under the Lease and use commercially reasonable efforts to negotiate
and execute the Adcomp Purchase Agreement and acquire the Property under the terms of the Adcomp Purchase Agreement. In connection therewith,
Seller shall use commercially reasonable efforts to obtain rights from Adcomp to enable Buyer access to the Property to conduct inspections
as contemplated in Section 4 hereof to the extent Seller does not possess such rights under its leasehold interest in the Property. Seller
shall provide copies to Buyer of all notices, correspondence and other documents relating to the exercise of the purchase right under
the Lease. If the Acquisition Condition is not satisfied by Seller on or before March 15, 2022 (the “Outside Closing Date”)
despite Seller using commercially reasonable and diligent efforts to satisfy the Acquisition Condition, Buyer (at its option) may terminate
this Agreement by giving a notice of termination to Seller after the Outside Closing Date and before the Acquisition Condition has been
satisfied. In such case, (i) Buyer will have no further obligation to purchase the Property from Seller, (ii) Seller will have no further
obligation to sell the Property to Buyer, and (iii) the parties will have no further obligation to one another, except as otherwise expressly
provided in this Agreement with respect to obligations that survive the termination of this Agreement. In such event, the Deposit shall
be released to the Buyer. For the sake of clarity, termination of this Agreement because the Acquisition Condition is not satisfied shall
not be deemed a default by Buyer.


 


(e)
Failure of Contingency. If any contingency under this Section 5 has not been satisfied within the time periods set forth above,
then this Agreement may be terminated by written notice from Buyer to Seller, which notice shall be given not later than five (5) days
following the expiration of the time period given for the applicable contingency, except for the notice under Section 5(d), which may
be given after the Outside Closing Date. Upon any termination under this Section 5, the Deposit, and any interest earned thereon, shall
be released to Buyer and neither party will have any further rights or obligations regarding this Agreement or the Property, except as
expressly provided in those Sections hereof which expressly survive termination of this Agreement. In the event Buyer does not timely
terminate this Agreement, the termination rights under this Section 5 shall be deemed waived and the parties shall proceed to Closing.
Buyer may terminate this Agreement for any reason or no reason prior to the expiration of the last to occur of expiration of the Due
Diligence Period and the Lease Completion Period.


 


6.
SELLER’S CONDITIONS


 


Notwithstanding
anything to the contrary contained in this Agreement, Seller’s obligation to sell the Property is subject to Seller’s written
approval, or Seller’s waiver in writing, of the following matters:


 


(a)
Purchase Option. Seller’s obligations under this Agreement are conditioned upon Seller acquiring the Property from Adcomp.


 


(b)
Representations and Warranties. Buyer’s representations and warranties contained herein shall be true and correct in all
material respects as of the Effective Date and the Closing Date, except for representations and warranties made as of, or limited by,
a specific date, which will be true and correct in all material respects only as of the specified date or as limited by the specified
date.


 


(c)
Deliveries. As of the Closing Date, Buyer shall have tendered all deliveries to be made at Closing.


 




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(d)
Actions, Suits, etc. Buyer shall not be a party to or the subject of any pending or threatened actions, suits, arbitrations, claims,
attachments, proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings, that
would materially and adversely affect Buyer’s ability to perform its obligations under this Agreement.


 


(e)
Lease Agreement. The Lease Agreement shall be agreed to by the parties and affixed hereto under Exhibit “E” within
the Lease Completion Period.


 


(f)
Failure of Contingency. If any contingency under this Section 6 has not been satisfied within the time periods set forth above,
then this Agreement may be terminated by written notice from Seller to Buyer, which notice shall be given not later than five (5) days
following the expiration of the time period given for the applicable contingency. Upon any termination under this Section 6, the Deposit,
and any interest earned thereon, shall be released to Buyer and neither party will have any further rights or obligations regarding this
Agreement or the Property, except as expressly provided in those Sections hereof which expressly survive termination of this Agreement.
In the event Seller does not timely terminate this Agreement, the termination rights under this Section 6 shall be deemed waived and
the parties shall proceed to Closing. Seller may terminate this Agreement for any reason or no reason prior to the last to occur of expiration
of the Due Diligence Period and the Lease Completion Period.


 


7.
CLOSING, DELIVERY OF DOCUMENTS


 


(a)
Closing. The consummation of the transaction contemplated by this Agreement by delivery of documents and payments of money shall
take place at a closing (the “Closing”) on or before the date which is the later of (i) thirty (30) days following
the expiration of the Due Diligence Period, or (ii) ten (10) days following the date the Acquisition Condition is satisfied (the “Closing
Date”). Notwithstanding the foregoing, in the event that Seller has a right to extend its closing of the purchase of the Property
from Adcomp under the Lease, then Buyer may elect, by delivering to Seller written notice not less than two (2) Business Days prior to
the Closing Date, to extend the Closing Date by up to fifteen (15) calendar days, by depositing a non-refundable extension deposit equal
to $50,000 (the “Extension Deposit”). The Extension Deposit shall be applicable to the Purchase Price paid by Buyer
at Closing.


 


(b)
Closing Costs. Seller shall pay the cost of the premium for a standard form of owner’s policy of title insurance. Seller
shall pay the costs of recording the deed. Seller shall also be responsible for any prepayment penalties, defeasance costs, or other
similar costs associated with the satisfaction and repayment of any existing mortgage loans relating to the Property. Buyer shall be
responsible for all costs associated with any mortgagee title policy (if any) and any additional premiums for any title insurance above
that of a standard owner’s title insurance policy and any title endorsements requested by Buyer. Buyer shall be responsible for
all costs associated with the Survey. Buyer and Seller shall each pay one-half (1/2) of the escrow fees of Escrow Holder. Except as otherwise
provided for herein, all other closing costs shall be borne by the respective parties in a manner customary for commercial real estate
closings in Salt Lake County, Utah. Each party shall pay for its own attorneys’ fees in connection with Closing.


 




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(c)
Prorations. Seller and Buyer agree to adjust the following as of 11:59 p.m. of the day immediately preceding the Closing Date
(the “Adjustment Date”): (i) real estate taxes and installments of special assessments and assessments due and payable
in the year of closing shall be prorated on a calendar year basis, and any assessments, water/sewer charges, utility charges, other operating
expenses and personal property taxes payable by the owner of the Property (subject to Seller’s ongoing obligation under the Lease
Agreement to be responsible for a pro rata share of such amounts); (ii) rents (subject to the terms of (d) below) and other income from
the Property, and any other obligations, if any, assumed by Buyer shall be prorated as of the Adjustment Date on the basis of the time
period for which such expenses are billed.


 


(d)
Utilities. All utilities servicing the Property shall divided, managed, and prorated as provided for in the Lease Agreement.


 


(e)
Reconciliation. Except as otherwise provided in the Lease Agreement, all items described in this Section 7 that are capable of
being prorated as of the Closing Date shall be prorated as of the Closing Date. If any of the amounts to be prorated under this Section
7 cannot be calculated with complete precision at Closing because the amount or amounts of one or more items included in such calculation
are not then known, then such calculation shall be made on the basis of the reasonable estimates of Seller and Buyer, subject to prompt
adjustment (by additional payment or refund, as necessary) within sixty (60) days of the Closing Date. This provision shall survive Closing.


 


8.
SELLER’S OBLIGATIONS AT CLOSING


 


Subject
to the terms, conditions and provisions hereof, and contemporaneously with the performance by Buyer of its obligations set forth in Section
9 below, Seller shall do the following at Closing:


 


(a)
Execute, acknowledge and deliver to Escrow Holder a Special Warranty Deed in form attached as Exhibit “B” hereto (the “Deed”).
Such deed shall be duly executed and acknowledged by Seller and in a proper form for recording.


 


(b)
Execute, acknowledge and deliver to Buyer a Bill of Sale, (the “Bill of Sale”), in the form attached hereto as Exhibit
“C” hereto.


 


(c)
Execute, acknowledge and deliver to Buyer an assignment of Seller’s interests in the property (the “General Assignment”),
in form attached hereto as Exhibit “D” hereto.


 


(d)
Execute, acknowledge and deliver to Buyer a non-foreign affidavit, properly executed, containing such information as is required by Internal
Revenue Code Section 1445(b)(2) and its regulations.


 


(e)
Execute, acknowledge and deliver to Buyer an owner’s title affidavit in form and substance acceptable to Seller, Buyer and the
Escrow Holder to permit the deletion of the so-called “standard” exceptions from the Title Policy; provided, however, that
Seller shall not be required to provide any indemnities in connection with such owner’s affidavit nor shall Seller be required
to incur any cost or liability pursuant to such owner’s affidavit, nor for extended ALTA coverage or any endorsements requested
by Buyer.


 




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(f)
Deliver other documents as the Escrow Holder may reasonably require to consummate this transaction.


 


(g)
Execute, acknowledge and deliver to Buyer an executed counterpart of the Lease Agreement.


 


9.
BUYER’S OBLIGATIONS AT AND FOLLOWING CLOSING


 


Subject
to the terms, conditions and provisions hereof, and contemporaneously with the performance by Seller of its obligations set forth in
Section 8 hereof, Buyer shall do the following at Closing:


 


(a)
Deliver to Seller the payment set forth in Section 2 hereof, as adjusted pursuant to Section 6 hereof.


 


(b)
Execute, acknowledge and deliver to Seller the Bill of Sale.


 


(c)
Execute, acknowledge and deliver to Seller the General Assignment.


 


(d)
Execute, acknowledge and deliver to Seller an executed counterpart of the Lease Agreement.


 


(e)
Deliver other documents as the Escrow Holder may reasonably require to consummate this transaction.


 


10.
CONDITION OF PROPERTY


 


Buyer
acknowledges and agrees that Buyer has (or by the Due Diligence Date will have had the opportunity to make) such independent factual,
physical and legal examinations and inquiries as Buyer deems necessary with respect to the Property, and is relying solely upon Buyer’s
own independent factual, physical and legal investigations, examinations and inquiries in determining that the Property is suitable and
adequate in all respects for any and all activities which Buyer may elect to conduct thereon. Seller is making no representation, warranty
or other agreement or promise with respect to the Property, except as set forth in Section 15 hereof and any documents delivered at Closing.
Without limiting the generality of the foregoing sentence, Buyer acknowledges that, except as expressly set forth in the Agreement and
any documents delivered at Closing, the Property is being sold “as is,” “where is” and “with all defects”.


 




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11.
EXPENSES


 


Each
party hereto will pay the expenses incurred by it under or in connection with this Agreement, including counsel fees and expenses of
its representatives, whether or not the transaction contemplated by this Agreement is consummated, except as otherwise specifically provided
for herein. In any action arising out of this Agreement by Buyer or Seller, the non-prevailing party shall pay the prevailing party’s
reasonable attorneys’ fees, costs, and expenses in prosecuting or defending such action.


 


12.
BROKERAGE


 


Each
party represents and warrants to the other party that no third party broker or finder has been engaged or consulted by such party or
through such party’s actions is entitled to compensation as a consequence of this transaction except CBRE, Inc. representing Seller
only. Buyer shall pay all commissions owed to such broker, which the parties acknowledge is equal to an amount of one percent (1%) of
the Purchase Price. Each party shall indemnify, defend and hold the other party harmless against any and all claims of any other brokers,
finders or the like, claiming any right to commission or compensation by or through acts of such party or such party’s partners,
agents or affiliates in connection with this Agreement. These indemnity obligations include all damages, losses, costs, liabilities and
expenses, including reasonable attorneys’ fees and litigation costs, which may be incurred by the party being indemnified. The
provisions of this Section 12 will survive the expiration or earlier termination of this Agreement.


 


13.
REMEDIES AND LIMITATIONS THEREON


 


(a)
Anything to the contrary notwithstanding, if Seller defaults in its obligations under this Agreement, Buyer’s sole remedies shall
be:


 


(i)
to seek specific performance of Seller’s obligations under this Agreement; or


 


(ii)
to waive any default and close in accordance with this Agreement; or


 


(iii)
to terminate this Agreement by notice to Seller, and receive a return of the Deposit and reimbursement by Seller of Buyer’s actual
out-of-pocket costs (in an amount not to exceed $5,000), and in such case neither party shall have any further rights or liabilities
hereunder thereafter except those which expressly survive termination hereof. In the event of termination, and if requested by Seller,
Buyer shall execute a cancellation agreement to evidence such termination.


 


(b)
If Buyer shall default in its obligations hereunder, Seller, as its sole and exclusive remedy, shall be entitled to terminate this Agreement
and recover from Buyer the sum of the Deposit as liquidated damages (the “Liquidated Damages”). Seller and Buyer agree
that in the event of a default by Buyer, the actual measure of Seller’s damages will be difficult to calculate and the Liquidated
Damages are an appropriate measure thereof and not overburdensome or a penalty. Nothing herein shall limit any damages owing to Seller
under Buyer’s indemnification obligations set forth in Section 4(a).


 




    	11



     


    

 


(c)
In the event that either party hereto delivers written notice to the Escrow Holder that it disputes the right of the other party to receive
the Deposit, the Escrow Holder may hold the Deposit or interplead the Deposit into a court of competent jurisdiction in District Court
for Salt Lake County, Utah. All attorneys’ fees and costs and Escrow Holder’s costs and expenses incurred in connection with
such interpleader shall be assessed against the party that is not awarded the Deposit or if the Deposit is distributed in part to both
Seller and Buyer, then in the inverse proportion of such distribution.


 


14.
BUYER’S REPRESENTATIONS AND WARRANTIES


 


Buyer
hereby represents and warrants to Seller as of the Effective Date, and as again as of the Closing Date, as follows:


 


(a)
Buyer has been duly organized and is validly existing as a limited liability company in good standing and is qualified to do business
in the State of Utah. Buyer has the full right and authority and has obtained any and all consents required to enter into this Agreement
and to consummate or cause to be consummated the transactions contemplated hereby. This Agreement has been, and all of the documents
to be delivered by Buyer at the Closing will be, authorized and properly executed and constitute, or will constitute, as appropriate,
the valid and binding obligation of Buyer, enforceable in accordance with their terms.


 


(b)
Buyer has the financial capacity to consummate this Agreement.


 


(c)
There is no agreement to which Buyer is a party or to Buyer’s knowledge binding on Buyer which is in conflict with this Agreement.
There is no action or proceeding pending or, to Buyer’s knowledge, threatened against Buyer which challenges or impairs Buyer’s
ability to execute or perform its obligations under this Agreement.


 


(d)
Buyer’s representations, covenants and agreements contained in this Section shall survive the closing and the delivery of the Deed
or any expiration or termination of this Agreement.


 


15.
WARRANTIES AND COVENANTS


 


(a)
Warranties. Seller hereby represents and warrants to Buyer as of the Effective Date, and as again as of the Closing Date, as follows:


 


(i)
Due Authority. This Agreement and all documents, certificates and instruments executed or to be executed by Seller in connection
with the transfer of the Property to Buyer have been or shall be duly authorized, executed and delivered, and each constitutes or shall
constitute a legal, valid and binding agreement enforceable against Seller in accordance with its terms.


 


(ii)
Compliance with Laws. Seller has received no written notification from any governmental authority, nor does it have knowledge
of, any material violations or alleged violations of (i) any applicable zoning, building, subdivision, health, safety, or any other law,
ordinance, rule, order, regulation, or requirement with respect to the Property, or (ii) any covenant, condition, restriction, instrument
or agreement affecting or relating to the Property.


 




    	12



     


    

 


(iii)
Outstanding Obligations. To Seller’s knowledge, there are no outstanding obligations binding on Seller, financial or otherwise,
for the payment of leasing commissions, unsatisfied conditions to any certificates of occupancy or any building permits, tenant improvement
work, development obligations, payment obligations owed by Seller to any third-party other than the Permitted Exceptions or which have
been disclosed by Seller to Buyer in writing, or which will be paid or discharged by Seller prior to or on the Closing Date.


 


(iv)
Actions Pending. Except as disclosed herein to Buyer, Seller has received no written notification of any proceedings (judicial
or administrative), actions, or suits (including, without limitation, any condemnation, eminent domain, annexation, land use or similar
proceedings) existing, pending, involving, or, to Seller’s knowledge, threatened against the Property or Seller specifically with
respect to the Property.


 


(v)
Seller’s Consents. Seller represents that the transaction contemplated hereby has received such approvals as may be necessary
to authorize Seller to perform its obligations hereunder, and Seller represents that no further act, consent or approval by any other
person is required of Seller to convey the Property to Buyer pursuant to this Agreement.


 


(vi)
Environmental Laws. To Seller’s knowledge, except as may be disclosed in the Documents or Inspections, (i) the Real Property
is not in material violation of any Environmental Law. To Seller’s knowledge, except as may be disclosed in the Documents or Inspections,
(ii) there has been no discharge or release of Hazardous Substances from the Real Property by Seller in material violation of any Environmental
Law, (iii) there are no Hazardous Substances or conditions in or on the Real Property that may support a claim or cause of action by
or against Seller under any Environmental Law, and (iv) there are no above-ground or underground storage tanks on the Property. As used
herein, “Hazardous Substances” means (A) those substances included within the definitions of any one or more of the
terms “hazardous substances,” “toxic pollutants”, “hazardous materials”, “toxic substances”,
and “hazardous waste” in the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601
et seq. (as amended), the Hazardous Materials Transportation Act, as amended, 49 U.S.C. Sections 1801 et seq., the Resource Conservation
and Recovery Act of 1976 as amended, 42 U.S.C. Section 6901 et seq. and Section 311 of the Clean Water Act and the regulations and publications
issued under any such laws, and in any similar federal, state or local laws or in the regulations adopted and publications promulgated
pursuant to any of the foregoing laws or which otherwise are regulated by any governmental authority, agency, department, commission,
board or instrumentality of the United States of America, the State of Utah or any political subdivision thereof (each, an “Environmental
Law”), and (B) petroleum, radon gas, lead based paint, asbestos or asbestos containing material and polychlorinated biphenyls.


 


(vii)
Rights of Others to Purchase Property. Except as disclosed to Buyer, Seller has not entered into any other contracts for the sale
of the Property which remain in place, nor, to Seller’s knowledge, are there any rights of first refusal or options to purchase
the Property that might prevent the consummation of this Agreement.


 




    	13



     


    

 


(viii)
No Third-Party Agreements. Except as otherwise disclosed in writing by Seller to Buyer, there are no other contracts or agreements
affecting the Property to which Seller is a party or of which Seller has knowledge that are not terminable prior to Closing. Seller agrees
to terminate any and all such contracts or agreements and shall be responsible for the payment of all costs or fees, if any, payable
upon termination of such agreements. Without limiting the generality of the foregoing, to Seller’s knowledge, except as may be
disclosed in the Commitment, any survey or inspection of the Property, there are no leases, occupancy agreements, licenses, or other
similar rights of access or use to the Property that will exist with respect to the Property as of the Closing Date.


 


(ix)
Condemnation. Seller has received no notices of any condemnation actions or potential takings that affect all or any portion of
the Real Property.


 


(x)
Bankruptcy. Seller is not the subject of any petition in bankruptcy or for reorganization or for an arrangement under any bankruptcy
or insolvency law or for a custodian, receiver or trustee for any property owned by Seller.


 


(b)
General Covenants. Seller hereby agrees as follows:


 


(i)
Maintenance, Repair and Management. Seller will maintain, replace, repair, manage and operate the Property from and after the
Effective Date and until Closing in the same manner as Seller has, in the ordinary course of business in the past, maintained, repaired,
managed and operated the Property ordinary wear and tear and casualty and condemnation excepted.


 


(ii)
New Service Contracts. Seller will not enter into any new service contract which does not terminate prior to Closing, unless Buyer
consents thereto in writing, such approval not to be unreasonably withheld, conditioned or delayed. Buyer shall respond to Seller within
three (3) business days of receipt of a request for approval from Seller.


 


(iii)
Leases. Seller shall not enter into new leases or any other obligations or agreements affecting the Property that will survive
Closing without the prior written consent of Buyer, which consent may be withheld in Buyer’s sole discretion.


 


(iv)
Encumbrances. Prior to the Closing Date, Seller shall not further encumber the Property.


 


(v)
Compliance with Laws. Seller shall not knowingly take any action that would result in a failure to comply in all material respects
with all applicable statutes, ordinances, regulations, orders or other laws concerning the use of the Property.


 


(vi)
Actions Pending. Seller shall notify Buyer promptly at any lawsuits, condemnation proceedings, rezoning, or other governmental
order or action or any threat thereto, actually known to Seller which might affect the Property.


 


(c)
Survival of Representations and Covenants; Limitation on Remedies. Buyer’s and Seller’s representations, warranties
and covenants in this Section shall survive Closing and the delivery of the Deed or any expiration or termination of this Agreement,
for a period of six (6) months.


 




    	14



     


    

 


16.
DAMAGE TO PROPERTY


 


In
the event of damage to or destruction of all or any part of the Property by fire or other casualty (“Casualty Damage”)
prior to the Closing Date, it is agreed as follows:


 


(a)
Seller shall promptly notify Buyer of such Casualty Damage and Closing shall be extended for a period of up to thirty (30) days following
the date of such Casualty Damage, during which time Seller shall use commercially reasonable efforts to determine the cost of repairing
such Casualty Damage and provide Buyer with (i) an independent estimate of the cost of repair of such Casualty Damage (the “Cost
Estimate”) made by a reputable general contractor in the area of the Property who regularly performs the type of repair work
required and is reasonably acceptable to Buyer, and (ii) evidence of the availability of insurance proceeds (“Insurance Information”)
which (combined with any deductible amount payable by Seller) will be sufficient to cover the cost of such Casualty Damage. If, for any
reason whatsoever, Seller does not deliver the Cost Estimate and the Insurance Information to Buyer within such thirty (30) day period,
and if Buyer does not waive such requirement, then, Buyer may terminate this Agreement by written notice to Seller, whereupon the Deposit
shall be returned to Buyer, except as to any obligation which is expressly stated in this Agreement to survive termination of this Agreement.


 


(b)
If Seller provides the Cost Estimate and the Insurance Information to Buyer within such thirty (30) day period, and the Cost Estimate
is not greater than ONE HUNDRED SEVENTY-FIVE THOUSAND DOLLARS ($175,000), Seller shall assign all of Seller’s rights to the available
insurance proceeds to Buyer at Closing and, unless otherwise paid by Seller, pay to Buyer at Closing any applicable deductible amount
in respect of such insurance (as well as any insurance proceeds theretofore received by Seller in respect of such Casualty Damage) and
Closing shall occur on the Closing Date without reduction in Purchase Price.


 


(c)
If Seller provides the Cost Estimate and the Insurance Information to Buyer within such thirty (30) day period, and the Cost Estimate
is equal to or greater than ONE HUNDRED SEVENTY-FIVE THOUSAND DOLLARS ($175,000), Buyer shall have the election, exercisable within thirty
(30) days following delivery of the Cost Estimate and the Insurance Information to Buyer, to terminate this Agreement by written notice
to Seller, whereupon the Deposit shall be returned to Buyer and, except as to any obligation which is expressly stated in this Agreement
to survive termination of this Agreement, neither Seller nor Buyer shall have any further obligation under this Agreement. If Buyer does
not elect to so terminate this Agreement, the purchase and sale of the Property shall be consummated as provided in this Agreement, in
which event Seller, at Closing, shall assign to Buyer Seller’s rights to the insurance proceeds payable in respect of the Casualty
Damage and pay to Buyer the amount of the applicable deductible in respect of such insurance, and deliver to Buyer any insurance proceeds
theretofore received by Seller in respect of such Casualty Damage.


 




    	15



     


    

 


17.
CONDEMNATION OF PROPERTY


 


In
the event of condemnation or sale in lieu of condemnation of all or a portion of the Property prior to the Closing, Buyer shall have
the option, to be exercised within ten days after receipt of notice of such condemnation or sale, of (i) terminating Buyer’s obligations
under this Agreement or (ii) electing to have this Agreement remain in full force and effect. In the event Buyer elects not to terminate
Buyer’s obligations under this Agreement, Seller shall assign to Buyer any and all claims for the proceeds of such condemnation
or sale to the extent the same are applicable to the Property, and Buyer shall take title to the Property with the assignment of such
proceeds and subject to such condemnation and without reduction of the Purchase Price. Should Buyer elect to terminate Buyer’s
obligations under this Agreement under the provisions of this Section 17, the Deposit shall be returned to Buyer and neither Seller nor
Buyer shall have any further obligation under this Agreement. Notwithstanding anything to the contrary herein, if any eminent domain
or condemnation proceeding is instituted (or notice of which shall be given) solely for the taking of any subsurface rights for utility
easements or for any right-of-way easement, and the surface may, after such taking, be used in substantially the same manner as though
such rights have not been taken, Buyer shall not be entitled to terminate this Agreement as to any part of the Property, but any award
resulting therefrom shall be assigned to Buyer at Closing and shall be the exclusive property of Buyer upon Closing.


 


18.
NOTICES


 


All
notices, demands, consents, approvals or other communications which are required or desired to be given by either party shall be deemed
to have been duly given by either party upon sending if telefaxed, emailed, delivered via overnight mail (i.e. Federal Express), or personally
delivered or upon receipt if mailed, by certified mail, postage prepaid, return receipt requested, addressed to the parties as follows:


 


If
to Buyer to:


 


BCG
Acquisitions LLC


C/O
BCG Holdings


650
South 500 West


Salt
Lake City, Utah 84101


Email:
bblaser@bcgholdingsllc.com


 


If
to Seller to:


 


PolarityTE,
Inc.


1960
S. 4250 West


Salt
Lake City, UT 84104


Attn:
Mark E. Lehman, Chief Legal Officer


Email:
marklehman@polarityte.com


 


If
to Escrow Agent:


 


Cottonwood
Title Insurance Agency, Inc.


1996
Easte 6400 South, Suite 120


Salt
Lake City, UT 84121


Email:
Cort@cottonwoodtitle.com


Attn:
Cort Ashton


 




    	16



     


    

 


19.
AMENDMENT


 


Neither
this Agreement nor any terms or provision hereof may be changed, waived, discharged or terminated orally, or in any manner other than
by an instrument in writing signed by the party against which the enforcement of the change, waiver, discharge termination is sought.


 


20.
BINDING EFFECT


 


This
Agreement shall be binding upon and inure to the benefit of the respective parties, and their respective successors and permitted assigns.


 


21.
NO ASSIGNMENT


 


Seller
shall not assign its rights in this Agreement or part thereof, to any other person or entity except with Buyer’s prior written
approval, which approval shall not be unreasonably withheld by Seller. Buyer shall not assign its rights in this Agreement or part thereof,
except to an entity that is controlled by the principals of Buyer, except with Seller’s prior written approval, which approval
shall not be unreasonably withheld by Seller.


 


22.
GOVERNING LAW


 


Irrespective
of the place of execution or performance of this Agreement, this Agreement shall be governed by and construed in accordance with the
laws of the State of Utah.


 


23.
CONSTRUCTION


 


This
Agreement shall be construed without regard to any assumption or other rule requiring construction against the part causing this Agreement
to be drafted. All terms and words used in this Agreement, regardless of the number or gender in which they are used, shall be deemed
to include any other number and any other gender as the context may require. The captions of this Agreement are for convenience only
and are not to be construed as defining or limiting in any way the scope or intent of any of the provisions hereof. The unenforceability
or invalidity of any one or more of the provisions of this Agreement shall not affect the validity or enforceability of any other provisions
hereof.


 


24.
COUNTERPARTS


 


This
Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original.


 


25.
RECORDATION; CONFIDENTIALITY


 


(a)
Neither this Agreement nor any memorandum thereof shall be recorded by either party.


 




    	17



     


    

 


(b)
Seller and Buyer agree that each of them, including any of their respective agents, representatives or employees, shall use commercially
reasonable efforts to keep the contents and terms of this Agreement, and any information relating to the transactions contemplated hereunder,
including the Documents and any information obtained by Buyer during the Due Diligence Period, in strict confidence, and will not disclose
such information to third parties without the other party’s’ prior written consent. Notwithstanding the foregoing, either
party may disclose such information to its respective affiliates, investors, lenders, employees, agents, attorneys or consultants, or
as required by law, on the condition that such persons maintain the confidentiality of such information. The provisions of this Section
25(b) shall survive Closing.


 


26.
SECTION 1031 EXCHANGE


 


Either
party hereto may elect to seek to structure its purchase or sale, as applicable, of the Property as a tax-deferred exchange pursuant
to Section 1031 of the Internal Revenue Code of 1986, as amended, and the treasury regulations promulgated thereunder (“1031
Exchange”), subject to the limitations set forth herein. Each party shall reasonably cooperate with the other, at no material
cost to such cooperating party, in connection with the same, including, but not limited to, executing and delivering a consent to an
assignment to a qualified exchange intermediary of rights (but not obligations) under this Agreement; provided that (i) neither party
shall be required to incur any additional liabilities or financial obligations as a consequence of such cooperation, (ii) neither party
shall be relieved of its obligations, representations or warranties under this Agreement, and (iii) any attempt to structure an acquisition
or sale of the Property as a 1031 Exchange shall not be a condition to, and shall not delay or extend, the Closing. Additionally, in
connection with any 1031 Exchange, neither party shall be required to acquire title to any other property. Any risk that such an exchange
or conveyance might not qualify as a tax-deferred transaction shall also be borne solely by the party seeking to effectuate the same,
and each party acknowledges that the other has not provided, and will not provide, any tax, accounting, legal or other advice regarding
the efficacy of any attempt to structure the transaction as a 1031 Exchange. The party electing to structure its purchase or sale as
a tax deferred exchange in accordance with this section, agrees to save, protect, defend, indemnify and hold the other harmless from
any and all losses, costs, claims, liabilities, penalties, and expenses, including, without limitation, reasonable attorneys’ fees,
fees of accountants and other experts, and costs of any judicial or administrative proceeding or alternative dispute resolution to which
the other may be exposed, due to an attempt to structure the transaction as a 1031 Exchange which is not in accordance with applicable
law and customary procedures customarily employed in the completion of such exchanges.


 


27.
SOLE AGREEMENT, PRIOR AGREEMENTS


 


This
Agreement supersedes all prior negotiations, discussions, understandings and agreements between the parties, and constitutes the sole
and entire agreement of the parties respecting the subject matter hereof, and in no event shall either party be charged with any covenant,
representation, warranty, guaranty, indemnity or other agreement except to the extent expressly stated in this Agreement.


 




    	18



     


    

 


28.
NON-WAIVER OF RIGHTS


 


No
failure or delay of either party in the exercise of any right given to such party hereunder shall constitute a waiver thereof unless
the time specified herein for exercise of such right has expired, nor shall any single or partial exercise of any right preclude other
or further exercise thereof or of any other right.


 


29.
DAYS


 


The
terms “days,” as used herein, shall mean actual days occurring, including Saturdays, Sundays and holidays. The term “Business
Day” shall mean days other than Saturdays, Sundays and holidays. If any item must be accomplished or delivered hereunder on
a day that is not a business day, it shall be deemed to have been timely accomplished or delivered if accomplished or delivered on the
next following business day.


 


30.
FURTHER ASSURANCES


 


Buyer
and Seller each agree to execute any and all other documents and to take any further actions reasonably necessary to consummate the transaction
contemplated hereby.


 


31.
WAIVER OF JURY TRIAL


 


TO
THE MAXIMUM EXTENT PERMITTED BY LAW, THE PARTIES HEREBY KNOWINGLY AND UNCONDITIONALLY WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY AND ALL
CLAIMS OR CAUSES OF ACTION, OR TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, ARISING FROM OR RELATING TO THIS AGREEMENT. THE PARTIES
ACKNOWLEDGE THAT A RIGHT TO A JURY IS A CONSTITUTIONAL RIGHT, THAT THEY HAVE HAD AN OPPORTUNITY TO CONSULT WITH INDEPENDENT COUNSEL,
AND THAT THIS JURY WAIVER HAS BEEN ENTERED INTO KNOWINGLY AND VOLUNTARILY BY ALL PARTIES TO THIS AGREEMENT. IN THE EVENT OF LITIGATION,
THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.


 


32.
TIME OF THE ESSENCE


 


Time
is of the essence in the observance of the provisions of this Agreement.


 


[Signatures
on Next Page.]


 




    	19



     


    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.


 


	 	SELLER:
	 	 	 
	 	POLARITYTE,
    INC., a Delaware corporation
	 	 	 
	 	By:
    	/s/
    Richard Hague
	 	Name:	Richard
    Hague
	 	Title:
    	Chief
    Executive Officer
	 	 	 
	 	BUYER:
	 	 	 
	 	BCG
    ACQUISITIONS, LLC, a Utah limited liability company
	 	 	 
	 	By:	/s/
    Brandon Blaser
	 	Name:	Brandon
    Blaser
	 	Title:	Manager


 


List
of Exhibits:


 


	Exhibit
    “A”	Legal
    Description
	Exhibit
    “B”	Form
    of Special Warranty Deed
	Exhibit
    “C”	Form
    of Bill of Sale
	Exhibit
    “D”	Form
    of Assignment Agreement
	Exhibit
    “E”	Form
    of Lease Agreement


 




    	20



     


    

 


JOINDER
BY ESCROW HOLDER


 


Cottonwood
Title Insurance Agency, Inc., referred to in this Agreement as the “Escrow Holder,” hereby acknowledges that it received
this Agreement executed by Seller and Buyer on the 25 day of October, 2021, and accepts the obligations of the Escrow Holder as set forth
herein. It further acknowledges that it received the Initial Deposit on the 28th day of October, 2021. The Escrow Holder hereby agrees
to hold and distribute the Deposit in accordance with the terms and provisions of this Agreement. It further acknowledges that it hereby
assumes all responsibilities for information reporting required under the Internal Revenue Code.


 


	 	COTTONWOOD
    TITLE INSURANCE AGENCY, INC.
	 	 	 
	 	By:	/s/
    Cortland G. Ashton
	 	Name:	Cortland
    G. Ashton
	 	Its:	V.P.
	 	Date:	October
    28, 2021


 




    	21



     


    

 


EXHIBIT
“A”


 


(Description
of Property)


 


The
property located in the southeast quarter of Section 18, Township 1 South, Range 1 West, Salt Lake Base and Meridian, at 1960 South 4250
West, Salt Lake City, Utah, Parcel No. 15-18-401-005.


 




    	A-1



    	 



    

 


EXHIBIT
“B”


 


(Form
of Special Warranty Deed)


 


AFTER
RECORDING RETURN TO:


 


	 	
		
	 	
	 	
	 	 


 


Parcel
No. ____________________


 


 



 





SPECIAL
WARRANTY DEED


 





_______________________,
a _______________ (“Grantor”), having an address of _________________________, in consideration of Ten Dollars ($10.00) and
other good and valuable consideration, hereby conveys and warrants against all claiming by, through or under Grantor, but only against
Grantor’s own actions and no other actions (or inactions) of any other party whatsoever, to (“Grantee”), having an
address at , the following described tract of land located in Salt Lake County, State of Utah:


 


See
Exhibit A, attached hereto and incorporated herein by reference.


 


TOGETHER
WITH all easements, improvements, fixtures, rights, tenements, hereditaments and appurtenances thereto belonging or in any wise appertaining
thereto; and together with all improvements located thereon.


 


SUBJECT
to all easements, restrictions, rights-of-way and other matters of record or that would be disclosed by a survey or physical inspection
of the property, zoning and other governmental regulations, and taxes and assessments for the year 2021 and thereafter.


 


[Signature
Page Follows]


 




    	B-1



    	 



    

 


IN
WITNESS WHEREOF, Grantor executed this Special Warranty Deed this ____ day of ________, 2021.


 


	 	GRANTOR:
	 	 
	 	___________________, a ________________
	 	 	 
	 	By:	                                                 
	 	Name:	 
	 	Title:	 


 


	STATE
  OF UTAH	)
		) ss.
	COUNTY OF ______________ 	)




 


The
foregoing instrument was acknowledged before me this ____ day of ___________, 2021, by _____________________, as _____________ of __________________.


 


	 	 
	 	Notary
  Public




 




    	B-2



    	 



    

 


EXHIBIT
“C”


 


(Form
of Bill of Sale)


 


BILL
OF SALE


 


This
Bill of Sale (“Bill of Sale “) is made this _____ day of ______, 2021, by and between _______________________ (“Assignor”),
and ____________________ (“Assignee”). Capitalized terms used herein without definition shall have the respective meanings
set forth in that certain Purchase Agreement between Assignor and Assignee dated ____________ __, 2021 (as amended, the “Agreement”).


 


RECITALS


 


Assignee,
in connection with Assignee’s purchase of the Property from Assignor, wishes to acquire Assignor’s interest in the Personalty
(as defined below), and Assignor wishes to transfer all of Assignor’s interest under the Personalty to Assignee.


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the mutual promises and covenants hereinafter contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:


 


1.
Bill of Sale. Assignor hereby sells, transfers, assigns and conveys to Assignee all tangible personal property (“Personalty”)
set forth in the inventory on Exhibit A attached hereto and made a part hereof, and located on, and used in connection with the
management, maintenance or operation of that certain land and improvements located at 1960 South 4250 West, Salt Lake City, State of
Utah, as more particularly described in Exhibit B attached hereto and made a part hereof (“Real Property”), but excluding
trade fixtures and tangible personal property owned or leased by Assignor.


 


2.
As Is. The Personalty conveyed hereunder is conveyed by Assignor and accepted by Assignee AS IS, WHERE IS, AND WITHOUT ANY WARRANTIES
OF WHATSOEVER NATURE, EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY SET FORTH IN THE PURCHASE AGREEMENT, IT BEING THE INTENTION OF ASSIGNOR
AND ASSIGNEE EXPRESSLY TO NEGATE AND EXCLUDE ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR ANY PARTICULAR PURPOSE, WARRANTIES CREATED BY ANY AFFIRMATION OF FACT OR PROMISE OR BY ANY DESCRIPTION OF THE PROPERTY
CONVEYED HEREUNDER, OR BY ANY SAMPLE OR MODEL THEREOF, AND ALL OTHER WARRANTIES WHATSOEVER CONTAINED IN OR CREATED BY THE UNIFORM COMMERCIAL
CODE.


 






    	C-1



    	 



    

 





3.
Miscellaneous


 


(a)
The covenants and conditions contained herein shall apply to, be binding upon, and shall inure to the benefit of each of the parties
hereto and their respective successors in interest and assigns.


 


(b)
In the event a suit, action, arbitration, or other proceeding of any nature whatsoever, including, without limitation, any proceeding
under the U.S. Bankruptcy Code, is instituted, or the services of an attorney are retained, to interpret or enforce any provision of
this Assignment or with respect to any dispute relating to this Assignment, the prevailing party shall be entitled to recover from the
losing party its reasonable attorneys’, paralegals’, accountants’, and other experts’ fees and all other fees,
costs, and expenses actually incurred and reasonably necessary in connection therewith. In the event of suit, action, arbitration, or
other proceeding, the amount thereof shall be determined by the judge or arbitrator, shall include fees and expenses incurred on any
appeal or review, and shall be in addition to all other amounts provided by law.


 


(c)
This Bill of Sale may be signed in counterparts. 




 





IN
WITNESS WHEREOF, the parties hereto have duly executed this Bill of Sale on the day and year first above written.


 


	 	ASSIGNOR:	 
	 	 	 
	 	 	                                	,
	 	a	 



 


	 	By:	                                
	 	 	 
	 	ASSIGNEE:



 


	 	 	 	,
	 	a	 



 


	 	By:	                                
	 	Its:	



 






    	C-2



    	 



    

 


EXHIBIT
“D”


 


(Form
of Assignment Agreement)


 


ASSIGNMENT
AGREEMENT


 


THIS
ASSIGNMENT AGREEMENT (“Assignment”) is made and entered into to be effective as of the date and year hereinafter written
by the ____________________________, a ___________________ (“Assignor”), and , a (“Assignee”).


 


RECITALS


 


A.
Assignor, as of the date hereof, has conveyed to Assignee the real property described in Exhibit A attached hereto and incorporated
herein by reference, and the improvements situated thereon (collectively, the “Property”); and,


 


B.
In connection with Assignor’s conveyance of the Property to Assignee, Assignor has agreed to assign to Assignee, and Assignee has
agreed to accept, certain rights that Assignor has by reason of Assignor’s ownership and operation of the property.


 


NOW,
THEREFORE, for and in consideration of the foregoing recital, and certain good and valuable consideration delivered by Assignee to Assignor,
the receipt and sufficiency of which are hereby acknowledged by Assignor, as follows:


 


1.
Assignment. Assignor hereby assigns and transfers to Assignee, Assignee’s successors and assigns, Assignor’s rights,
title and interest in and to the following (collectively, the “Personal Property”):


 


(a)
All assignable maintenance, service equipment, garbage disposal, security, pest control, laundry, vending, concession, landscaping, gardening,
cleaning, janitorial, burglar alarm and fire alarm agreements and contracts, and all other agreements and contracts relating or pertaining
in any way to ownership or operation of the Property, including, without limitation, the agreements and contracts described in Exhibit
B attached hereto (collectively, “Service Contracts”);


 


(b)
All assignable licenses and/or permits relating to the Property and pending applications with respect to licenses and/or permits relating
to the Property;


 


(c)
All assignable warranties and guarantees of contractors, manufacturers, suppliers, and/or installers relating to the Property;


 






    	D-1



    	 



    

 


2.
As Is. The Personal Property conveyed hereunder is conveyed by Assignor and accepted by Assignee AS IS, WHERE IS, AND WITHOUT
ANY WARRANTIES OF WHATSOEVER NATURE, EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY SET FORTH IN THE PURCHASE AGREEMENT, IT BEING THE INTENTION
OF ASSIGNOR AND ASSIGNEE EXPRESSLY TO NEGATE AND EXCLUDE ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR ANY PARTICULAR PURPOSE, WARRANTIES CREATED BY ANY AFFIRMATION OF FACT OR PROMISE OR BY ANY DESCRIPTION OF THE PROPERTY
CONVEYED HEREUNDER, OR BY ANY SAMPLE OR MODEL THEREOF, AND ALL OTHER WARRANTIES WHATSOEVER CONTAINED IN OR CREATED BY THE UNIFORM COMMERCIAL
CODE.


 


3.
Acceptance. Assignee hereby accepts the assignment of the Personal Property and agrees to assume and discharge, in accordance
with the terms thereof.


 


4.
Further Assurances. Provided Assignor does not incur any cost or liability related to the same, Assignor shall from time to time,
upon request by Assignee, provide Assignee with such information and documentation, take such actions, and execute, acknowledge and deliver
such documents and instruments as Assignee may reasonably require to better evidence the transfers, assignments, confirmations and assurances
covered by this Assignment or intended so to be.


 


5.
Successors and Assigns. The agreements, covenants, warranties and representations herein set forth shall be binding upon, and
inure to the benefit of, Assignor and Assignee and their respective successors and assigns.


 


6.
Counterparts. This Assignment may be executed in any number of counterparts, each of which shall be deemed to be an original,
and all of such counterparts shall constitute one agreement. To facilitate execution of this Assignment, the parties may execute and
exchange PDF counterparts of the signature pages, which shall be deemed original signatures for all purposes.


 


EXECUTED
to be effective as of the _____ day of ______________, 2021.


 


	 	ASSIGNOR:	 
	 	 	 
	 	 	                       	,
	 	a	 



 


	 	By:	



 


	 	ASSIGNEE:	 
	 	 	 
	 	 	                           	,
	 	a	 



 


	 	By:	
	 	Its:	


 




    	D-2



    	 



    

 


EXHIBIT
“E”


 


(Form
of Lease Agreement)


 


[To
be attached following this page subsequent


to
the Effective Date by written consent of the parties.]


 


 






    	E-1



     


    

 


LEASE
AGREEMENT BETWEEN


 


________________,
LLC


a
_____________ limited liability company,


 





LANDLORD


 


AND


 


POLARITYTE
MD, INC.,


a
Nevada corporation


 


as
TENANT


 


DATED
___________________, 2021


 


1960
South 4250 West


Salt
Lake City, Utah


 




    	 



     


    

 


BASIC
LEASE INFORMATION


 


	Lease
    Date:	 	__________________,
    2021
	 	 	 
	Landlord:	 	______________________,
    LLC, a _______________ limited liability company
	 	 	 
	Tenant:	 	POLARITYTE
    MD, INC., a Nevada corporation. Landlord agrees and acknowledges that PolarityTE, Inc., a Delaware corporation and parent of the
    Tenant, and each its and their subsidiary companies (collectively, “Tenant Affiliates”) is a permitted licensee
    or occupant of the Premises, provided that the Tenant Affiliates shall be subject to all the terms and conditions of this Lease that
    apply to Tenant. 
	 	 	 
	Premises:	 	Suite
    ____, containing approximately 62,500 square feet1, subject to further adjustment by Tenant’s architect, in the
    building commonly known as 1960 South 4250 West, Salt Lake City, State of Utah (the “Building”). The Premises
    are outlined on the plan attached to the Lease as Exhibit A. The land on which the Building is located (the “Land”)
    is described on Exhibit B. The term “Project” shall collectively refer to the Building, the Land, and the
    driveways, parking facilities, loading dock areas, roadways, any rail tracks associated with the Building and similar improvements
    and easements associated with the foregoing or the operation thereof.
	 	 	 
	Landlord’s
    Work	 	The
    work to be performed by Landlord described in Exhibit D to demise the Building.
	 	 	 
	Term:

     
	 	One
    Hundred Twenty-Six (126) full calendar months, plus any partial month from the Commencement Date to the end of the month in which
    the Commencement Date falls, starting on the Commencement Date and ending at 5:00 p.m. local time on the last day of the 126th
    full calendar month following the Commencement Date, subject to adjustment and earlier termination as provided in the Lease.
	 	 	 
	Option
    to Extend:	 	One
    period of ten (10) years.
	 	 	 
	Commencement
    Date:	 	The
    date that Landlord Substantially Completes Landlord’s Work. 


 





 









1
Upon Tenant’s request made not less than 45 days prior to Lease Date the parties will negotiate an increase in the square
footage of the Premises and a corresponding decrease in the Basic Rent.


 










    	i



     


    

 


	Basic
    Rent:	 	Basic
                                            Rent shall be equal to $0.95 per rentable square foot comprising the Premises per Lease Month
                                            ($11.40 per rentable square foot per lease year). As used herein, the term “Lease
                                            Month” means each calendar month during the Term (and if the Commencement Date
                                            does not occur on the first day of a calendar month, the period from the Commencement Date
                                            to the first day of the next calendar month shall be included in the first Lease Month for
                                            purposes of determining the duration of the Term and the monthly Basic Rent rate applicable
                                            for such partial month). The Basic Rent shall be increased on each anniversary date of each
                                            lease year through the Term (including any Option Term) by three percent (3.0%) of the Basic
                                            Rent payable during the immediately preceding lease year (provided, however, that if Landlord
                                            reasonably determines that the fair market rental value of the Premises on the first year
                                            of the Option Term is greater than the Basic Rent determined pursuant to this sentence for
                                            such year, then the Basic Rent shall be equal to such fair market rental value).

     

    Subject
    to the terms of this Paragraph, Basic Rent in an amount equal to the sum of one-half (1/2) of the monthly Basic Rent due for the
    initial six (6) months of the initial lease year shall be abated (“Abated Rent”). Notwithstanding the foregoing,
    Tenant shall be credited with having paid all of the Abated Rent on the expiration of the Term only if Tenant has performed all of
    Tenant’s obligations hereunder, including the payment of all Rent (other than the Abated Rent) and all other monetary obligations
    and the surrender of the Leased Premises in the physical condition required by this Lease. If Tenant defaults and does not cure within
    any applicable grace period, the unamortized portion of the Abated Rent shall immediately become due and payable in full. In such
    case the unamortized portion of the Abated Rent shall be calculated on a straight-line basis, without interest, over the course of
    the initial Term. Tenant shall be responsible for all Additional Rent during such Abated Rent period.

     

	Additional
    Rent:	 	Tenant’s
    Proportionate Share of Operating Costs, Taxes and Insurance Costs.
	 	 	 
	Security
    Deposit:	 	[None].
	 	 	 
	Rent:	 	Basic
    Rent, Additional Rent, and all other sums that Tenant may owe to Landlord or otherwise be required to pay under the Lease.
	 	 	 
	Permitted
    Use:	 	General
    office and medical laboratory and manufacturing uses and for all other lawful, incidental, and related purposes of the type normally
    found in a general office, medical laboratory, and manufacturing setting, including, but not limited to, the uses described on Exhibit
    G.


 




    	ii



     


    

 


	Tenant’s
    Proportionate Share:	 	Tenant’s
    Proportionate Share is the percentage obtained by dividing (a) the number of square feet in the Premises by (b) the total square
    feet in the Building (which the parties agree excludes the area commonly referred to as the “North Building” consisting
    of approximately 24,216 square feet). Preliminarily, the estimated total square feet in the Building is 154,212 square feet, and
    Landlord and Tenant shall mutually agree on the number of rentable square feet in the Premises and in the Building prior to the Commencement
    Date. In the event that during the Term of the Lease the Landlord leases 50% or more of the rentable square footage in the North
    Building, then on that date the Building square footage for purposes of calculating Tenant’s Proportionate Share shall be increased
    by the rentable square footage of the North Building. 
	 	 	 
	Initial
    Liability Insurance Amount:	 	$3,000,000.
    
	 	 	 
	Tenant’s
    Address:	 	1960
                                            South 4250 West Suite ___

    Salt
    Lake City, UT 84104

    Attention:_________________

    Telephone:________________

    Email:___________________and Legal@PolarityTE.com

     

    with
    a copy to:

     

    Parsons
    Behle & Latimer

    201
    S. Main Street, Suite 1800

    Salt
    Lake City, UT 84111

    Attn:
    Jason Nichols

    Emails:
    JNichols@parsonsbehle.com

     
	 
	Landlord’s
    Address:	 	c/o
                                            BCG Holdings, LLC

    650
    South 500 West

    Salt
    Lake City, Utah 84101

    Email:__________________

     

    with
    a copy to:

     

    Parr
    Brown Gee & Loveless

    101
    S 200 E, Suite 700

    Salt
    Lake City, Utah 84111

    Attention:
    Nick Jones

    Email:
    njones@parrbrown.com

     
	 
	Interim
    Occupancy Period:	 	The
    period from the date of this Lease until the Commencement Date.	 


 




    	iii



     


    

 


The
foregoing Basic Lease Information is incorporated into and made a part of the Lease identified above. If any conflict exists between
any Basic Lease Information and the Lease, then the Lease shall control.


 


	LANDLORD:	_________________,
    LLC, a _________ limited liability company
	 	 	 
	 	By:	                           
	 	Name:	 
	 	Title:	 


 


	TENANT:	POLARITYTE
    MD, INC., a Nevada corporation
	 	 	 
	 	By:	             
	 	Name:	 
	 	Title:	 


 




    	iv



     


    

 


TABLE
OF CONTENTS


 


	 	 	Page
    No.
	1.	Definitions
    and Basic Provisions	1
	 	 	 
	2.	Lease
    Grant; Term	1
	 	 	 
	3.	Tender
    of Possession; Early Occupancy Period	2
	 	 	 
	4.	Rent.	2
	 	 	 





	 	(a)	Payment	2
	 	(b)	Operating
    Costs.	3
	 	 	 	 





	5.	Delinquent
    Payment; Handling Charges	6
	 	 	 
	6.	Security
    Deposit	6
	 	 	 
	7.	Landlord’s
    Maintenance Obligations	6
	 	 	 
	8.	Improvements;
    Alterations; Tenant’s Maintenance and Repair Obligations.	8
	 	 	 





	 	(a)	Improvements;
    Alterations	8
	 	(b)	Repairs;
    Maintenance	8
	 	(c)	Performance
    of Work	9
	 	(d)	Mechanic’s
    Liens	9
	 	(e)	Janitorial
    Services	10
	 	 	 	 





	9.	Utilities	10
	 	 	 
	10.	Use	11
	 	 	 
	11.	Assignment
    and Subletting.	12
	 	 	 





	 	(a)	Transfers	12
	 	(b)	Consent
    Standards	12
	 	(c)	Request
    for Consent	12
	 	(d)	Conditions
    to Consent	12
	 	(e)	Attornment
    by Subtenants	13
	 	(f)	Cancellation	13
	 	(g)	Intentionally
    Deleted.	13
	 	(h)	Permitted
    Transfers	13
	 	 	 	 





	12.	Insurance;
    Waivers; Subrogation; Indemnity.	15
	 	 	 





	 	(a)	Tenant’s
    Insurance	15
	 	(b)	Landlord’s
    Insurance	16
	 	(c)	No
    Subrogation; Waiver of Property Claims	16
	 	(d)	Indemnity.	16
	 	(e)	Cost
    of Landlord’s Insurance	17


 




    	v



     


    

 


	13.	Subordination;
    Attornment; Notice to Landlord’s Mortgagee.	18
	 	 	 





	 	(a)	Subordination	18
	 	(b)	Attornment	18
	 	(c)	Notice
    to Landlord’s Mortgagee	18
	 	(d)	Landlord’s
    Mortgagee’s Protection Provisions	18
	 	 	 	 





	14.	Rules
    and Regulations	19
	 	 	 
	15.	Condemnation.	19
	 	 	 





	 	(a)	Total
    Taking	19
	 	(b)	Partial
    Taking - Tenant’s Rights	19
	 	(c)	Partial
    Taking - Landlord’s Rights	19
	 	(d)	Temporary
    Taking	20
	 	(e)	Award	20
	 	 	 	 





	16.	Fire
    or Other Casualty.	20
	 	 	 





	 	(a)	Repair
    Estimate	20
	 	(b)	Tenant’s
    Rights	20
	 	(c)	Landlord’s
    Rights	20
	 	(d)	Repair
    Obligation	21
	 	(e)	Abatement
    of Rent	21
	 	 	 	 





	17.	Personal
    Property Taxes	21
	 	 	 
	18.	Events
    of Default	21
	 	 	 





	 	(a)	Payment
    Default	21
	 	(b)	Intentionally
    Deleted;	22
	 	(c)	Estoppel.	22
	 	(d)	Insurance.	22
	 	(e)	Mechanic’s
    Liens.	22
	 	(f)	Other
    Defaults	22
	 	 	 	 





	19.	Remedies	22
	 	 	 





	 	(a)	Termination
    of Lease	22
	 	(b)	Termination
    of Possession	23
	 	(c)	Perform
    Acts on Behalf of Tenant	23
	 	 	 	 





	20.	Payment
    by Tenant; Non-Waiver; Cumulative Remedies.	24
	 	 	 





	 	(a)	Payment
    by Tenant	24
	 	(b)	No
    Waiver	24
	 	(c)	Cumulative
    Remedies	24


 




    	vi



     


    

 


	21.	Landlord’s
    Lien	24
	 	 	 
	22.	Surrender
    of Premises	24
	 	 	 
	23.	Holding
    Over	25
	 	 	 
	24.	Certain
    Rights Reserved by Landlord	25
	 	 	 





	 	(a)	Building
    Operations	25
	 	(b)	Security	26
	 	(c)	Prospective
    Purchasers and Lenders	26
	 	(d)	Prospective
    Tenants	26
	 	 	 	 





	25.	Substitution
    Space.	26
	 	 	 





	 	(a)	Landlord
    Transfer	26
	 	(b)	Default
    by Landlord	26
	 	(c)	Landlord’s
    Liability	27
	 	(d)	Force
    Majeure	27
	 	(e)	Brokerage	27
	 	(f)	Estoppel
    Certificates	27
	 	(g)	Notices	28
	 	(h)	Separability.	28
	 	(i)	Amendments;
    Binding Effect	28
	 	(j)	Quiet
    Enjoyment	28
	 	(k)	No
    Merger	28
	 	(l)	No
    Offer	28
	 	(m)	Entire
    Agreement	29
	 	(n)	Waiver
    of Jury Trial	29
	 	(o)	Governing
    Law	29
	 	(p)	Recording	29
	 	(q)	Water
    or Mold Notification	29
	 	(r)	Joint
    and Several Liability	29
	 	(s)	Financial
    Reports	29
	 	(t)	Landlord’s
    Fees	30
	 	(u)	Telecommunications	30
	 	(v)	Confidentiality	30
	 	(w)	Authority	31
	 	(x)	Security
    Service	31
	 	(y)	List
    of Exhibits	31
	 	(z)	Prohibited
    Persons and Transactions	31
	 	 	 	 





	26.	Environmental
    Requirements.	32
	 	 	 





	 	(a)	Prohibition
    against Hazardous Materials	32
	 	(b)	Environmental
    Requirements	32
	 	(c)	Removal
    of Hazardous Materials	32
	 	(d)	Tenant’s
    Indemnity	33
	 	(e)	Inspections
    and Tests	33
	 	(f)	Tenant’s
    Financial Assurance in the Event of a Breach	33
	 	 	 	 





	27.	Parking	34
	 	 	 
	28.	Counterparts.	34


 




    	vii



     


    

 


LIST
OF DEFINED TERMS


 


	 	Page
    No.
	Additional
    Rent	ii
	Affiliate	1
	Basic
    Lease Information	1
	Basic
    Rent	ii
	Building	i
	Building’s
    Structure	1
	Building’s
    Systems	1
	Casualty	20
	Commencement
    Date	i
	Damage
    Notice	20
	Default
    Rate	6
	Disabilities
    Acts	11
	Environmental
    Requirements	32
	Event
    of Default	21
	GAAP	14
	Hazardous
    Materials	32
	including	1
	Insurance
    Costs	17
	Land	i
	Landlord	1
	Landlord’s
    Mortgagee	18
	Law	1
	Laws	1
	Lease	1
	Lease
    Month	ii
	Loss	16
	Mortgage	18
	OFAC	12
	Operating
    Costs	3
	Operating
    Costs and Tax Statement	5
	Permitted
    Transfer	13
	Permitted
    Transferee	13
	Permitted
    Use	ii
	Premises	i
	Primary
    Lease	18
	Project	i
	Rent	ii
	Repair
    Period	20
	Security
    Deposit	ii
	Taking	19
	Tangible
    Net Worth	14
	Taxes	4
	Telecommunications
    Services	30
	Tenant	1
	Tenant
    Party	1
	Tenant’s
    Off-Premises Equipment	1
	Tenant’s
    Proportionate Share	iii
	Term	i
	Transfer	12





 







    	viii



     


    

 


LEASE


 


This
Lease Agreement (this “Lease”) is entered into as of __________________, 2021, between ______________________________,
LLC, a _________________ limited liability company (“Landlord”), and POLARITYTE MD, INC., a Nevada corporation
(“Tenant”).


 


1.
Definitions and Basic Provisions. The definitions and basic provisions set forth in the Basic Lease Information (the “Basic
Lease Information”) executed by Landlord and Tenant contemporaneously herewith are incorporated herein by reference for
all purposes. Additionally, the following terms shall have the following meanings when used in this Lease: “Affiliate”
means any person or entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under
common control with the party in question; “Building’s Structure” means the Building’s exterior
walls, roof, elevator shafts, footings, foundations, structural portions of load-bearing walls, structural floors and subfloors, and
structural columns and beams; “Building’s Systems” means the Building’s HVAC, life-safety, plumbing,
electrical, and mechanical systems; “including” means including, without limitation; “Laws”
means all federal, state, and local laws, ordinances, rules and regulations, all court orders, governmental directives, and governmental
orders, and all interpretations of the foregoing, and all restrictive covenants affecting this Lease or the Project or Tenant’s
use of the Premises for the Permitted Uses, and “Law” means any of the foregoing; “Tenant’s
Off-Premises Equipment” means any of Tenant’s equipment or other property that may be located on or about the Project
(other than inside the Premises); and “Tenant Party” means any of the following persons: Tenant; any Tenant
Affiliates; any assignees claiming by, through, or under Tenant; any subtenants claiming by, through, or under Tenant; and any of their
respective agents, contractors, employees, licensees, guests and invitees.


 


2.
Lease Grant; Term. Subject to the terms of this Lease, Landlord leases to Tenant, and Tenant leases from Landlord, the
Premises. Additionally, subject to the terms of this Lease and Landlord’s rules and regulations therefor, Tenant and its employees
and invitees shall have a non-exclusive license to use, in common with others, any applicable driveways, loading dock areas, roadways,
rail tracks and other similar improvements designated by Landlord from time to time as common areas for the common use and enjoyment
of all tenants and occupants of the Project.


 


The
term of this Lease shall be for the Lease Term, beginning at 12:00 midnight on the Commencement Date and expiring at 11:59 p.m. on the
Expiration Date. Provided Tenant is open and operating in the Premises in accordance with the terms of this Lease and is not then in
default of any term, condition or covenant of the Lease beyond any applicable notice or cure period, Tenant shall have the option to
extend the Term of this Lease for one (1) additional period of ten (10) years as an Option Term (an “Option Term”)
only by giving Landlord written notice at least one hundred eighty (180) days prior to the expiration of the initial Term. Notwithstanding
any provision of this Lease, if Tenant fails to exercise the extension option by delivering such written notice, such extension option
shall forever lapse. All of the terms, covenants, conditions, provisions and agreements applicable to the initial Term shall be applicable
to the Option Term, if any, with the adjustment to Rent as identified in the Basic Lease Information above. All references in this Lease
to the “Term” or the “Lease Term” shall be deemed to mean the initial Term as extended by the Option Term, if
any.


 




    	LEASE AGREEMENT – Page 1




     


    

 


3.
Tender of Possession; Early Occupancy Period. Upon the Commencement Date, Tenant will accept the Premises in the manner
set forth below, subject to Substantial Completion of the Landlord’s Work and the performance of Punchlist Items (as defined below)
that remain to be performed by Landlord, if any. Upon the later of Tenant’s acceptance of the Premises and Landlord’s Substantial
Completion of the Landlord’s Work, Tenant shall execute and deliver to Landlord a letter substantially in the form of Exhibit E
hereto confirming (1) the Commencement Date and the expiration date of the initial Term, (2) that Tenant has accepted the Premises, and
(3) that Landlord has performed all of its obligations with respect to the Premises (except for Punchlist Items specified in such letter);
however, the failure of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease.
During the Interim Occupancy Period, Tenant has the right to occupy and use the Premises for the Permitted Use in accordance with all
of the terms of this Lease; provided, however, that Tenant shall have no obligation to pay Basic Rent to Landlord for the Interim Occupancy
Period (Tenant shall be responsible for payment of Additional Rent during the Interim Occupancy Period). Tenant agrees and acknowledges
that in the course of Landlord’s Work during the Interim Occupancy Period and, as applicable, following the Commencement Date,
there may be disruptions or disturbances in the use and quiet enjoyment of the Premises caused by Landlord’s Work, and such disruptions
or disturbances shall not be deemed a breach of the Lease by Landlord.


 


4.
Rent.


 


(a)
Payment. Except as set forth in Section 3 above, beginning on the Commencement Date, Tenant shall timely pay to Landlord
Rent, without notice, demand, deduction or set off (except as otherwise expressly provided herein), by wire transfer to a bank account
designated by Landlord in writing from time to time or as otherwise specified by Landlord and shall be accompanied by all applicable
state and local sales or use taxes. The obligations of Tenant to pay Basic Rent and other sums to Landlord and the obligations of Landlord
under this Lease are independent obligations. Basic Rent, adjusted as herein provided, shall be payable monthly in advance. The first
monthly installment of Basic Rent shall be payable on the Commencement Date, Basic Rent shall be payable on the first day of each month
beginning on the first day of the second full calendar month of the Term. The monthly Basic Rent for any partial month at the beginning
of the Term shall equal the product of 1/365 of the annual Basic Rent in effect during the partial month and the number of days in the
partial month, and shall be due on the Commencement Date. Payments of Basic Rent for any fractional calendar month at the end of the
Term shall be similarly prorated. Tenant shall pay Additional Rent at the same time and in the same manner as Basic Rent.


 




    	LEASE AGREEMENT – Page 2




     


    

 


(b)
Operating Costs.


 


(1)
Tenant shall pay to Landlord Tenant’s Proportionate Share of the annual Operating Costs (defined below). Landlord may make a good
faith estimate of Tenant’s Proportionate Share of Operating Costs to be due by Tenant for any calendar year or part thereof during
the Term. During each calendar year or partial calendar year of the Term, Tenant shall pay to Landlord, in advance concurrently with
each monthly installment of Basic Rent, an amount equal to the estimated Tenant’s Proportionate Share of Operating Costs for such
calendar year or part thereof divided by the number of months therein. From time to time, Landlord may estimate and re-estimate the amount
of Tenant’s Proportionate Share of Operating Costs to be due by Tenant and deliver a copy of the estimate or re-estimate to Tenant.
Thereafter, the monthly installments of Tenant’s Proportionate Share of Operating Costs payable by Tenant shall be appropriately
adjusted in accordance with the estimations so that, by the end of the calendar year in question, Tenant shall have paid all of Tenant’s
Proportionate Share of Operating Costs as estimated by Landlord. Any amounts paid based on such an estimate shall be subject to adjustment
as herein provided when actual Operating Costs are available for each calendar year.


 


(2)
The term “Operating Costs” means all expenses and disbursements (subject to the limitations set forth below)
that Landlord incurs in connection with the ownership, operation, and maintenance of the Project, determined in accordance with sound
accounting principles consistently applied, including the following costs: (A) wages and salaries of all on-site employees at or below
the grade of senior building manager engaged in the operation, maintenance or security of the Project (together with Landlord’s
reasonable allocation of expenses of off-site employees at or below the grade of senior building manager who perform a portion of their
services in connection with the operation, maintenance or security of the Project), including taxes, insurance and benefits relating
thereto; (B) all supplies and materials used in the operation, maintenance, repair, replacement, and security of the Project; (C) cost
of all utilities (including fuel, gas, electricity, water, sewer, and other services) for the common areas and other non-tenant areas
of the Project (e.g., mechanical, electrical and telecommunications rooms) as reasonably determined by Landlord; (D) repairs, replacements,
and general maintenance of the Project including paving and parking areas, roads, roof repairs (Landlord is responsible for replacement
of the roof as provided in Section 7), alleys and driveways, trash collection, sweeping and removal of trash for the common areas,
mowing and snow removal, landscaping and exterior painting, the cost of maintaining utility lines, fire sprinklers and fire protection
systems, exterior lighting, and mechanical and plumbing systems serving the Project and, to the extent the following items serve more
than one tenant in the Project, Generator (defined below), dock doors, drains and sump pumps; (E) fair market rental and other costs
with respect to the management office for the Project; (F) service, maintenance and management contracts with independent contractors
for the operation, maintenance, management, repair, replacement, and security of the Project (including alarm service, window cleaning,
and elevator maintenance); (G) costs of professional services rendered for the general benefit of the Project; (H) environmental insurance
or environmental management fees; (I) the cost of any insurance deductibles for insurance required to be maintained by Landlord; and
(J) costs for improvements made to the Project which, although capital in nature, are expected to reduce the normal operating costs (including
all utility costs) of the Project, as amortized using a commercially reasonable interest rate over the time period reasonably estimated
by Landlord to recover the costs thereof taking into consideration the anticipated cost savings, as determined by Landlord using its
good faith, commercially reasonable judgment, as well as capital improvements made in order to comply with any Law hereafter promulgated
by any governmental authority or any new interpretations of any Law hereafter rendered with respect to any existing Law, as amortized
using a commercially reasonable interest rate over the useful economic life of such improvements as determined by Landlord in its reasonable
discretion.


 




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Operating
Costs shall not include costs for (i) capital improvements made to the Project, other than capital improvements described in Section
4(b)(2)(A) and except for items which are generally considered maintenance and repair items, such as painting of common areas, replacement
of carpet in elevator lobbies (if any), and the like; (ii) repair, replacements and general maintenance paid by proceeds of insurance
or by Tenant or other third parties; (iii) interest, amortization or other payments on loans to Landlord or rentals payable under any
ground or underlying lease, if any; (iv) depreciation; (v) costs relating to the leasing of the Building, including brokers’ commissions,
accounting and legal fees (including attorneys’ fees for disputes with tenants); (vi) legal expenses for services, other than those
that benefit the Project tenants generally (e.g., tax disputes); (vii) Taxes; (viii) Insurance Costs; (ix) renovating or otherwise improving
space for occupants of the Project or vacant space in the Project; (x) payments to affiliates of Landlord but only to the extent that
they exceed market charges; (xi) Landlord’s general corporate overhead and administrative expenses; and (xii) fines, costs, late
charges, liquidated damages, penalties, tax penalties, or related interest charges imposed on Landlord or Landlord’s property manager,
provided the same are imposed on Landlord or Landlord’s property manager except to the extent that such is the fault of Tenant.


 


(3)
Tenant shall also pay Tenant’s Proportionate Share of the Taxes for each year and partial year falling within the Term. Tenant
shall pay Tenant’s Proportionate Share of Taxes in the same manner as provided above for Tenant’s Proportionate Share of
Operating Costs. “Taxes” means taxes, assessments, and governmental charges or fees whether federal, state,
county or municipal, and whether they be by taxing districts or authorities presently taxing or by others, subsequently created or otherwise,
and any other taxes and assessments (including non-governmental assessments for common charges under a restrictive covenant or other
private agreement that are not treated as part of Operating Costs) now or hereafter attributable to the Project (or its operation), excluding,
however, penalties and interest thereon and federal and state taxes on income (if the present method of taxation changes so that in lieu
of or in addition to the whole or any part of any Taxes, there is levied on Landlord a capital tax directly on the rents received therefrom
or a franchise tax, assessment, or charge based, in whole or in part, upon such rents for the Project, then all such taxes, assessments,
or charges, or the part thereof so based, shall be deemed to be included within the term “Taxes” for purposes
hereof). Taxes shall include the costs of consultants retained in an effort to lower taxes and all costs incurred in disputing any taxes
or in seeking to lower the tax valuation of the Project. For property tax purposes, Tenant waives all rights to protest or appeal the
appraised value of the Premises, as well as the Project, and all rights to receive notices of reappraisement.


 




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(4)
By April 1 of each calendar year, or as soon thereafter as practicable, Landlord shall furnish to Tenant a statement of Operating Costs
and Taxes for the previous year (the “Operating Costs and Tax Statement”). If Tenant’s estimated payments
of Operating Costs or Taxes under this Section for the year covered by the Operating Costs and Tax Statement exceed Tenant’s Proportionate
Share of such items as indicated in the Operating Costs and Tax Statement, then Landlord shall promptly credit or reimburse Tenant for
such excess; likewise, if Tenant’s estimated payments of Operating Costs or Taxes under this Section for such year are less than
Tenant’s Proportionate Share of such items as indicated in the Operating Costs and Tax Statement, then Tenant shall promptly pay
Landlord such deficiency. Upon request by Tenant, Landlord shall provide commercially reasonable backup for such charges and evidence
of payment of the underlying invoices summarized in the Operating Costs and Tax Statement. Tenant shall have the right to audit the Operating
Costs and Tax Statement by providing Landlord with written notice (the “Review Notice”) that Tenant intends to review
Landlord’s records of the Operating Costs and Taxes for the year to which the statement applies. Within thirty (30) days after
receipt of the Review Notice, Landlord shall make electronic copies of all pertinent records that are reasonably necessary for Tenant’s
review available for inspection. If Tenant provides Landlord with a Review Notice, Landlord and Tenant shall work together in good faith
to resolve any issues pertaining to the Operating Costs and Tax Statement. If, after negotiating in good faith, Landlord and Tenant are
unable to resolve any such issues, then upon fifteen (15) days’ prior written notice, Tenant or Tenant’s expense accounting
consultant shall have the right to audit Landlord’s books and records relating to the prior two (2) year’s Operating Costs
and Taxes at a mutually convenient time at Landlord’s local office, if one exists, or if none exists, at Landlord’s main
offices. If the audit discloses Tenant’s total payments of the Tenant’s Proportionate Share of Operating Costs and Taxes
for the year to which the Operating Costs and Tax Statement applies are more than Tenant’s Proportionate Share of Operating Costs
and Taxes for such year (and Landlord cannot demonstrate that the audit is inaccurate), then Landlord shall retain such excess and credit
it against Tenant’s next monthly Rent payments or if such overpayment occurs at the end of the Term, then Landlord shall refund
such amount to Tenant within thirty (30) days after the end of the Term. If such audit reveals that Landlord has overcharged Tenant for
Tenant’s Proportionate Share of Operating Costs and Taxes by more than five percent (5%) or more, Landlord shall reimburse Tenant
for the reasonable cost incurred by Tenant in completing such audit.


 




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5.
Delinquent Payment; Handling Charges. All past due payments required of Tenant hereunder shall bear interest from the date
due until paid at the lesser of eighteen percent per annum or the maximum lawful rate of interest (such lesser amount is referred to
herein as the “Default Rate”); additionally, Landlord, in addition to all other rights and remedies available
to it, may charge Tenant a fee equal to the greater of (a) $50.00 or (b) five percent of the delinquent payment to reimburse Landlord
for its cost and inconvenience incurred as a consequence of Tenant’s delinquency. In no event, however, shall the charges permitted
under this Section or elsewhere in this Lease, to the extent they are considered to be interest under applicable Law, exceed the
maximum lawful rate of interest. Notwithstanding the foregoing, the late fee referenced above shall not be charged with respect to the
first occurrence (but not any subsequent occurrence) during any 12-month period that Tenant fails to make payment when due, until five
business days after Landlord delivers written notice of such delinquency to Tenant.


 


6.
Security Deposit. Contemporaneously with the execution of this Lease, Tenant shall pay to Landlord the Security Deposit,
which shall be held by Landlord to secure Tenant’s performance of its obligations under this Lease. The Security Deposit is not
an advance payment of Rent or a measure or limit of Landlord’s damages upon an Event of Default (as defined herein). Landlord may,
from time to time following an Event of Default and without prejudice to any other remedy, use all or a part of the Security Deposit
to perform any obligation Tenant fails to perform hereunder. Following any such application of the Security Deposit, Tenant shall pay
to Landlord on demand the amount so applied in order to restore the Security Deposit to its original amount. Subject to the requirements
of, and conditions imposed by, Laws applicable to security deposits under commercial leases, Landlord shall, within the time required
by applicable Law, return to Tenant the portion of the Security Deposit remaining after deducting all damages, charges and other amounts
permitted by Law. Landlord and Tenant agree that such deductions shall include, without limitation, all damages and losses that Landlord
has suffered or that Landlord reasonably estimates that it will suffer as a result of any breach of this Lease by Tenant. The Security
Deposit may be commingled with other funds, and no interest shall be paid thereon. If Landlord transfers its interest in the Premises,
Landlord shall assign the Security Deposit to the transferee and, upon such transfer and the delivery to Tenant of an acknowledgement
of the transferee’s responsibility for the Security Deposit as provided by Law, Landlord thereafter shall have no further liability
for the return of the Security Deposit.


 


7.
Landlord’s Maintenance Obligations. This Lease is intended to be a net lease; accordingly, Landlord’s maintenance
obligations are limited to the replacement of the Building’s Structure; Landlord shall not be responsible for (1) any such work
until Tenant notifies Landlord of the need therefor in writing or (2) alterations to the Building’s Structure required by applicable
law because of Tenant’s use of the Premises (which alterations shall be Tenant’s responsibility). The Building’s Structure
does not include skylights, windows, glass or plate glass, doors or overhead doors, special fronts, or office entries, dock bumpers,
dock plates or levelers, loading areas and docks, and loading dock equipment, all of which shall be maintained by Tenant. Landlord’s
liability for any defects, repairs, replacement or maintenance for which Landlord is specifically responsible for under this Lease shall
be limited to the cost of performing the work. Additionally, Landlord shall maintain the parking areas,
and other common areas of the Building, including driveways, alleys, landscape and grounds surrounding the Premises and utility lines
in a good condition, consistent with the operation of a general office, manufacturing, and warehouse facility, including the exterior
of the Building (including painting), landscaping sprinkler systems, and any items normally associated with the foregoing. All costs
in performing the work described in the foregoing sentence shall be included in Operating Costs. Tenant shall promptly notify Landlord
in writing of any work required to be performed under this Section 7, and Landlord shall not be responsible for performing such work
until Tenant delivers to Landlord such notice. Additionally, in no event shall Landlord be responsible for alterations to the Building’s
Structure required by applicable Law because of Tenant’s use of the Premises (which alterations shall be made by Tenant at its
sole cost and expense). Notwithstanding anything to the contrary contained herein, Landlord shall, in its sole and absolute discretion,
determine the appropriate remedial action required of it to satisfy its maintenance obligations hereunder (e.g., Landlord shall, in its
sole discretion, determine whether, and to the extent, repairs or replacements are the appropriate remedial action).


 








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Landlord
acknowledges that the emergency generator that is currently located on the Project for providing electricity to the Building (the “Generator”)
is Tenant’s property and that Tenant may remove and dispose of the Generator as it sees fit at termination of this Lease, provided
Tenant shall, at its sole cost and expense, repair any damage to the Project caused by Tenant’s removal of the Generator. Landlord
shall provide to Tenant any keys or codes that will enable Tenant to have access to the fenced area where the Generator is located at
all times during the Term of this Lease. Tenant agrees that during the Term of this Lease the Generator may be used to service the entire
Building, and in consideration therefor the Landlord shall maintain the Generator in good working condition at all times (including keeping
it fueled at not less than 50% fuel capacity at all times). All such costs of maintaining the Generator shall be Operating Costs and
Tenant shall pay its Proportionate Share of such costs pursuant to Section 4(b), above. Tenant shall insure the Generator against loss
or destruction and, in the event of loss or destruction of the Generator, Tenant shall be solely responsible for providing a replacement
Generator, which shall be the property of Tenant that it may remove on termination of this Lease, subject to the repair obligation set
forth above, and Landlord shall provide all commercially reasonable assistance and cooperation that may be required for the installation
of the replacement Generator, including modification, alteration, or reconfiguration of any wall, conduit, or wiring of the Building
required to connect the replacement Generator to the automatic transfer switch for transferring the Building power source to the replacement
Generator (the “ATS”), all at Landlord’s sole cost as maintenance of the Building’s Structure and
not as an Operating Cost. Similarly, if the Generator ceases to operate due to any cause that is not covered by insurance, Tenant shall
be solely responsible for providing a replacement Generator, which shall be the property of Tenant that it may remove on termination
of this Lease, subject to the repair obligation set forth above, and Landlord shall provide all commercially reasonable assistance and
cooperation that may be required for the installation of the replacement Generator, including modification, alteration, or reconfiguration
of any wall, conduit, or wiring of the Building required to connect the replacement Generator to the ATS, all at Landlord’s sole
cost as maintenance of the Building’s Structure and not as an Operating Cost. The Landlord’s Work shall include the installation
of walls and access around the ATS so that the current location of the ATS becomes a common area accessible by Tenant at all times, and
the common area for the ATS shall not be moved or relocated by Landlord without Tenant’s prior written consent, which shall not
be unreasonably withheld.


 




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8.
Improvements; Alterations; Tenant’s Maintenance
and Repair Obligations.


 


(a)
Improvements; Alterations. Tenant improvements to the Premises shall be installed in accordance with the Work Letter attached
hereto and incorporated herein as Exhibit D, and in accordance with plans and specifications which have been previously submitted to
and approved in writing by Landlord, which approval shall be governed by the provisions set forth in this Section 8(a). No alterations
or physical additions in or to the Premises may be made without Landlord’s prior written consent, which shall not be unreasonably
withheld or delayed; however, Landlord may withhold its consent to any alteration or addition that would adversely affect (in the reasonable
discretion of Landlord) (1) the Building’s Structure or the Building’s Systems (including the Building’s restrooms
or mechanical rooms), (2) the exterior appearance of the Building, (3) the appearance of the Building’s common areas, or (4) the
provision of services to other Building occupants. The foregoing notwithstanding, no consent of Landlord is required for alterations
or modifications to, or the replacement of, any clean room located on the Premises or the Building’s Systems exclusively supporting
the operation of any such clean room that are reasonably required as determined by Tenant to use and operate clean rooms for the Permitted
Uses in compliance with any applicable Law including, but not by way of limitation, any law, rule, or regulation of the U.S. Food and
Drug Administration; provided, however, that with respect to any such alteration or modification to or replacement of any Building’s
Systems that do not exclusively support the operation of any such clean rooms, Landlord’s prior written consent shall be required,
which consent shall not be unreasonably withheld, conditioned or delayed. Tenant shall not paint or install lighting or decorations,
signs, window or door lettering, or advertising media of any type visible from the exterior of the Premises without the prior written
consent of Landlord, which shall not be unreasonably withheld or delayed. All alterations, additions, and improvements shall be constructed,
maintained, and used by Tenant, at its risk and expense, in accordance with all Laws; Landlord’s consent to or approval of any
alterations, additions or improvements (or the plans therefor) shall not constitute a representation or warranty by Landlord, nor Landlord’s
acceptance, that the same comply with sound architectural and/or engineering practices or with all applicable Laws, and Tenant shall
be solely responsible for ensuring all such compliance.


 


(b)
Repairs; Maintenance. Tenant shall maintain the Premises, including the loading areas and dock, and loading dock equipment
in connection with the Premises, in a clean, safe, and operable condition, and shall not permit or allow to remain any waste or damage
to any portion of the Premises. Additionally, Tenant, at its sole expense, shall repair, replace and maintain in good condition and in
accordance with all Laws and the equipment manufacturer’s suggested service programs, all portions of the Premises, Tenant’s
Off-Premises Equipment and all areas, improvements and systems exclusively serving the Premises including loading docks, sump pumps,
dock wells, dock equipment and loading areas, dock doors, dock seals, overhead doors, “levellors” and similar leveling equipment,
plumbing, water, fire sprinkler system, and sewer lines up to points of common connection, entries, doors, ceilings, windows, interior
walls, and the interior side of demising walls, and heating, ventilation and air conditioning systems (including any evaporative units),
and other building and mechanical systems serving the Premises. Such repair and replacements include capital expenditures and repairs
whose benefit may extend beyond the Term. To the extent not covered by Landlord’s insurance, Tenant shall repair or replace, subject
to Landlord’s direction and supervision, any damage to the Building caused by a Tenant Party. If Tenant fails to commence repairs
or replacements within thirty (30) days after the occurrence of such damage or thereafter fails to diligently prosecute such repair or
replacement work to completion, then Landlord may make the same at Tenant’s cost, provided that Landlord may commence such work
at Tenant’s cost after affording Tenant a reasonable opportunity to commence such work in the event of an emergency (imminent threat
to persons or property). If any such damage occurs outside of the Premises, then, to the extent not covered by Landlord’s insurance,
Landlord may elect to repair such damage at Tenant’s expense, rather than having Tenant repair such damage. The cost of all maintenance,
repair or replacement work performed by Landlord under Section 8 shall be paid by Tenant to Landlord within 30 days after Landlord has
invoiced Tenant therefor.


 




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(c)
Performance of Work. All work described in Section 8 shall be performed only by Landlord or by contractors and subcontractors
approved in writing by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed. Tenant shall cause all contractors
and subcontractors to procure and maintain insurance coverage naming Landlord, Landlord’s property management company and Landlord’s
asset management company as additional insureds against such risks, in such amounts, and with such companies as Landlord may reasonably
require. Tenant shall provide Landlord with the identities, mailing addresses and telephone numbers of all persons performing work or
supplying materials prior to beginning such construction and Landlord may post on and about the Premises notices of non-responsibility
pursuant to applicable Laws. All such work shall be performed in accordance with all Laws and in a good and workmanlike manner so as
not to damage the Building (including the Premises, the Building’s Structure and the Building’s Systems). All such work which
may affect the Building’s Structure or the Building’s Systems must be approved by the Building’s engineer of record,
at Tenant’s expense and, at Landlord’s election, must be performed by Landlord’s usual contractor for such work. All
work affecting the roof of the Building must be performed by Landlord’s roofing contractor, and no such work will be permitted
if it would void or reduce the warranty on the roof.


 


(d)
Mechanic’s Liens. All work performed, materials furnished, or obligations incurred by or at the request of a Tenant
Party shall be deemed authorized and ordered by Tenant only, and Tenant shall not permit any mechanic’s liens to be filed against
the Premises or the Project in connection therewith. Upon completion of any such work, Tenant shall deliver to Landlord final lien waivers
from all contractors, subcontractors and materialmen who performed such work. If such a lien is filed, then Tenant shall, within fifteen
(15) business days after Landlord has delivered notice of the filing thereof to Tenant (or such earlier time period as may be necessary
to prevent the forfeiture of the Premises, the Project or any interest of Landlord therein or the imposition of a civil or criminal fine
with respect thereto), either (1) pay the amount of the lien and cause the lien to be released of record, or (2) diligently contest such
lien and deliver to Landlord a bond or other security reasonably satisfactory to Landlord. If Tenant fails to timely take either such
action, then Landlord may pay the lien claim, and any amounts so paid, including expenses and interest, shall be paid by Tenant to Landlord
within fifteen (15) days after Landlord has invoiced Tenant therefor. Landlord and Tenant acknowledge and agree that their relationship
is and shall be solely that of “landlord-tenant” (thereby excluding a relationship of “owner-contractor,” “owner-agent”
or other similar relationships). Accordingly, all materialmen, contractors, artisans, mechanics, laborers and any other persons now or
hereafter contracting with Tenant, any contractor or subcontractor of Tenant or any other Tenant Party for the furnishing of any labor,
services, materials, supplies or equipment with respect to any portion of the Premises, at any time from the date hereof until the end
of the Term, are hereby charged with notice that they look exclusively to Tenant to obtain payment for same. Nothing herein shall be
deemed a consent by Landlord to any liens being placed upon the Premises, the Project or Landlord’s interest therein due to any
work performed by or for Tenant or deemed to give any contractor or subcontractor or materialman any right or interest in any funds held
by Landlord to reimburse Tenant for any portion of the cost of such work. Tenant shall defend, indemnify and hold harmless Landlord and
its agents and representatives from and against all claims, demands, causes of action, suits, judgments, damages and expenses (including
attorneys’ fees) in any way arising from or relating to the failure by any Tenant Party to pay for any work performed, materials
furnished, or obligations incurred by or at the request of a Tenant Party. This indemnity provision shall survive termination or expiration
of this Lease.


 




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(e)
Janitorial Services. Tenant, at its sole expense, shall provide its own janitorial services to the Premises and shall maintain
the Premises in a clean and safe condition. Tenant shall store all trash and garbage within the area and in receptacles designated from
time to time by Landlord and shall, at its sole expense, arrange for the regular pickup of such trash and garbage at times, and pursuant
to reasonable regulations, established by Landlord from time to time. If Tenant fails, after notice and a reasonable opportunity to cure,
to provide janitorial services to the Premises or trash removal services in compliance with the foregoing, Landlord, in addition to any
other rights and remedies available to it, may provide such services, and Tenant shall pay to Landlord the cost thereof, plus an administrative
fee equal to 15% of such cost, within thirty (30) days after Landlord delivers to Tenant an invoice therefor.


 


9.
Utilities. Tenant shall pay for all water, gas, electricity, heat, telephone, sewer, sprinkler charges and other utilities
and services used at the Premises, together with any taxes, penalties, surcharges, connection charges, maintenance charges, and the like
pertaining to Tenant’s use of the Premises. Landlord shall, as part of Landlord’s Work, separately meter the Premises for
each utility service or, in the event that it is not commercially reasonable to separately meter a utility service, Landlord shall submeter
the Premises for such utility service. Tenant, at its expense, shall obtain all utility services for the Premises, including making all
applications therefor, obtaining meters and other related equipment, and paying all deposits and connection charges. Landlord shall not
be liable for any interruption or failure of utility service to the Premises, and such interruption or failure of utility service shall
not be a constructive eviction of Tenant, constitute a breach of any implied warranty, or, except as provided in the next sentence, entitle
Tenant to any abatement of Tenant’s obligations hereunder. If, however, Tenant is prevented from using the Premises for more than
three (3) consecutive business days because of the unavailability of any such service and such unavailability was caused by Landlord
and restoration of such service is within the reasonable control of Landlord, then Tenant shall, as its exclusive remedy be entitled
to an abatement of Rent for each consecutive day (after such three consecutive business day period) that Tenant is so prevented from
using the Premises. Rent shall not abate by reason of the interruption, insufficiency, unavailability or discontinuance of such service
if such unavailability or discontinuance was not caused by Landlord and restoration of such service is not within the reasonable control
of Landlord.


 




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10.
Use. Tenant shall continuously occupy and use the Premises only for the Permitted Use and shall comply with all Laws relating
to this Lease and/or the use, condition, access to, and occupancy of the Premises and will not commit waste, overload the Building’s
Structure or the Building’s Systems or subject the Premises to use that would damage the Premises. Notwithstanding anything in
this Lease to the contrary, as between Landlord and Tenant, (a) Tenant shall bear the risk of complying with Title III of the Americans
With Disabilities Act of 1990, any state laws governing handicapped access or architectural barriers, and all rules, regulations, and
guidelines promulgated under such laws, as amended from time to time (the “Disabilities Acts”) in the Premises,
and (b) Landlord shall bear the risk of complying with the Disabilities Acts in the common areas of the Building, other than compliance
that is necessitated by the use of the Premises for other than the Permitted Use or as a result of any alterations or additions, including
any initial tenant improvement work, made by or on behalf of a Tenant Party (which risk and responsibility shall be borne by Tenant).
The Premises shall not be used for any use which is disreputable, creates extraordinary fire hazards, or results in an increased rate
of insurance on the Building or its contents, or for the storage of any Hazardous Materials (except as provided in Section 26
hereto), provided, however, that such matters arising in connection with Tenant’s Permitted Use of the Premises are expressly permitted
regardless of whether such matters are considered disreputable, create extraordinary fire hazards, or result in an increased rate of
insurance on the Building or its contents. Outside storage, including storage of trucks or other vehicles, is prohibited without Landlord’s
prior written consent (not to be unreasonably withheld, conditioned or delayed). If, because of a Tenant Party’s acts or because
Tenant vacates the Premises, the rate of insurance on the Building or its contents increases, then Tenant shall pay to Landlord the amount
of such increase on demand. Tenant shall conduct its business and control each other Tenant Party so as not to create any nuisance or
unreasonably interfere with other tenants or Landlord in its management of the Building, provided, however, that nuisances and interference
arising in connection with Tenant’s Permitted Use of the Premises are expressly permitted regardless of whether such nuisances
and interference interfere in any way with other tenants or persons having business with them. Notwithstanding the foregoing, in the
event of any nuisances or interference arising in connection with Tenant’s Permitted Use of the Premises, Tenant shall, upon Landlord’s
reasonable request, use commercially reasonable efforts to mitigate such nuisances or interference, provided that Tenant shall have no
obligation to effect any mitigation efforts that would disrupt or otherwise disturb Tenant’s operation of its business on the Premises
for the Permitted Use.


 




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11.
Assignment and Subletting.


 


(a)
Transfers. Except as provided in Section 11(h), Tenant shall not, without the prior written consent of Landlord, (1) assign,
transfer, or encumber this Lease or any estate or interest herein, whether directly or by operation of law, (2) permit any other entity
to become Tenant hereunder by merger, consolidation, or other reorganization, (3) if Tenant is an entity other than a corporation whose
stock is publicly traded, permit the transfer of an ownership interest in Tenant so as to result in a change in the current control of
Tenant, (4) sublet any portion of the Premises, (5) grant any license, concession, or other right of occupancy of any portion of the
Premises, or (6) permit the use of the Premises by any parties other than Tenant (any of the events listed in Section 11(h)(1) through
11(h)(3) being a “Transfer”).


 


(b)
Consent Standards. Landlord shall not unreasonably withhold its consent to any assignment or subletting of the Premises,
provided that the proposed transferee (1) is creditworthy (except with respect to a sublease), (2) will use the Premises for the Permitted
Use and will not use the Premises in any manner that would conflict with any exclusive use agreement or other similar agreement entered
into by Landlord with any other tenant of the Building effective as of the date hereof, and/or (3) is in compliance with the regulations
of the Office of Foreign Assets Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s
Specially Designated Nationals and Blocked Persons List) and any statute, executive order (including the September 24, 2001, Executive
Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism), or other governmental
action relating thereto; otherwise, Landlord may withhold its consent in its sole discretion. Additionally, Landlord may withhold its
consent in its sole discretion to any proposed Transfer if any Event of Default by Tenant then exists.


 


(c)
Request for Consent. If Tenant requests Landlord’s consent to a Transfer, then, at least 15 business days prior to
the effective date of the proposed Transfer, Tenant shall provide Landlord with a written description of all terms and conditions of
the proposed Transfer, copies of the proposed documentation, and the following information about the proposed transferee: name and address
of the proposed transferee and any entities and persons who own, control or direct the proposed transferee; reasonably satisfactory information
about its business and business history; its proposed use of the Premises; banking, financial, and other credit information; and general
references sufficient to enable Landlord to determine the proposed transferee’s creditworthiness and character. Concurrently with
Tenant’s notice of any request for consent to a Transfer, Tenant shall pay to Landlord a fee of $500 to defray Landlord’s
expenses in reviewing such request, and Tenant shall also reimburse Landlord immediately upon request for its reasonable attorneys’
fees incurred in connection with considering any request for consent to a Transfer.


 


(d)
Conditions to Consent. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord
a written agreement whereby it expressly assumes Tenant’s obligations hereunder; however, any transferee of less than all of the
space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer
for the period of the Transfer. No Transfer shall release Tenant from its obligations under this Lease, but rather Tenant and its transferee
shall be jointly and severally liable therefor. Landlord’s consent to any Transfer shall not waive Landlord’s rights as to
any subsequent Transfers. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord,
in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against
Rent. Tenant authorizes its transferees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so following
the occurrence of an Event of Default hereunder. Tenant shall pay for the cost of any demising walls or other improvements necessitated
by a proposed subletting or assignment.


 




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(e)
Attornment by Subtenants. Each sublease by Tenant hereunder shall be subject and subordinate to this Lease and to the matters
to which this Lease is or shall be subordinate, and each subtenant by entering into a sublease is deemed to have agreed that in the event
of termination, re-entry or dispossession by Landlord under this Lease, Landlord may, at its option, take over all of the right, title
and interest of Tenant, as sublandlord, under such sublease, and such subtenant shall, at Landlord’s option, attorn to Landlord
pursuant to the then executory provisions of such sublease, except that Landlord shall not be (1) liable for any previous act or omission
of Tenant under such sublease, (2) subject to any counterclaim, offset or defense that such subtenant might have against Tenant, (3)
bound by any previous modification of such sublease not approved by Landlord in writing or by any rent or additional rent or advance
rent which such subtenant might have paid for more than the current month to Tenant, and all such rent shall remain due and owing, notwithstanding
such advance payment, (4) bound by any security or advance rental deposit made by such subtenant which is not delivered or paid over
to Landlord and with respect to which such subtenant shall look solely to Tenant for refund or reimbursement, or (5) obligated to perform
any work in the subleased space or to prepare it for occupancy, and in connection with such attornment, the subtenant shall execute and
deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such attornment. Each subtenant or licensee
of Tenant shall be deemed, automatically upon and as a condition of its occupying or using the Premises or any part thereof, to have
agreed to be bound by the terms and conditions set forth in this Section. The provisions of this Section 11(e) shall be self-operative,
and no further instrument shall be required to give effect to this provision.


 


(f)
Cancellation. Landlord may, within 30 days after submission of Tenant’s written request for Landlord’s consent
to an assignment, cancel this Lease as to the portion of the Premises proposed to be assigned as of the date the proposed Transfer is
to be effective. If Landlord cancels this Lease as to any portion of the Premises, then this Lease shall cease for such portion of the
Premises and Tenant shall pay to Landlord all Rent accrued through the cancellation date relating to the portion of the Premises covered
by the proposed Transfer. Thereafter, Landlord may lease such portion of the Premises to the prospective assignee (or to any other person)
without liability to Tenant.


 


(g)
Intentionally Deleted.


 


(h)
Permitted Transfers. Notwithstanding Section 11(a), Tenant may Transfer all or part of its interest in this Lease
or all or part of the Premises (a “Permitted Transfer”) to the following types of entities (a “Permitted
Transferee”) without the written consent of Landlord:


 


(1)
an Affiliate of Tenant;


 




    	LEASE AGREEMENT – Page 13




     


    

 


(2)
any corporation, limited partnership, limited liability partnership, limited liability company or other business entity in which or with
which Tenant, or its corporate successors or assigns, is merged or consolidated, in accordance with applicable statutory provisions governing
merger and consolidation of business entities, so long as (A) Tenant’s obligations hereunder are assumed by the entity surviving
such merger or created by such consolidation; and (B) the Tangible Net Worth of the surviving or created entity is not less than the
Tangible Net Worth of Tenant as of the date hereof; or


 


(3)
any corporation, limited partnership, limited liability partnership, limited liability company or other business entity acquiring all
or substantially all of Tenant’s assets if such entity’s Tangible Net Worth after such acquisition is not less than the Tangible
Net Worth of Tenant as of the date hereof.


 


Tenant
shall promptly notify Landlord of any such Permitted Transfer. Tenant shall remain liable for the performance of all of the obligations
of Tenant hereunder, or if Tenant no longer exists because of a merger, consolidation, or acquisition, the surviving or acquiring entity
shall expressly assume in writing the obligations of Tenant hereunder. Additionally, the Permitted Transferee shall comply with all of
the terms and conditions of this Lease, including the Permitted Use, and the use of the Premises by the Permitted Transferee may not
violate any other agreements affecting the Premises, the Building, Landlord or other tenants of the Building. No later than 30 days after
the effective date of any Permitted Transfer, Tenant agrees to furnish Landlord with (A) copies of the instrument effecting any of the
foregoing Transfers, (B) documentation establishing Tenant’s satisfaction of the requirements set forth above applicable to any
such Transfer, (C) evidence of insurance as required under this Lease with respect to the Permitted Transferee, and (D) evidence of compliance
with the regulations of OFAC and any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and
Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action relating thereto,
including the name and address of the Permitted Transferee and any entities and persons who own, control or direct the Permitted Transferee.
The occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfers. “Tangible
Net Worth” means the excess of total assets over total liabilities, in each case as determined in accordance with generally
accepted accounting principles consistently applied (“GAAP”), excluding, however, from the determination of
total assets all assets which would be classified as intangible assets under GAAP including goodwill, licenses, patents, trademarks,
trade names, copyrights, and franchises. Any subsequent Transfer by a Permitted Transferee shall be subject to the terms of this Section.


 




    	LEASE AGREEMENT – Page 14




     


    

 


12.
Insurance; Waivers; Subrogation; Indemnity.


 


(a)
Tenant’s Insurance. Effective as of the earlier of (1) the date Tenant enters or occupies the Premises, or (2) the
Commencement Date, and continuing throughout the Term, Tenant shall maintain the following insurance policies: (A) commercial general
liability insurance in amounts of $3,000,000 per occurrence or, following the expiration of the initial Term, such other amounts as Landlord
may from time to time reasonably require (and, if the use and occupancy of the Premises include any activity or matter that is or may
be excluded from coverage under a commercial general liability policy [e.g., the sale, service or consumption
of alcoholic beverages], Tenant shall obtain such endorsements to the commercial general liability policy or otherwise obtain
insurance to insure all liability arising from such activity or matter [including liquor liability,
if applicable] in such amounts as Landlord may reasonably require), insuring Tenant, Landlord, Landlord’s property management
company, Landlord’s asset management company and, if requested in writing by Landlord, Landlord’s Mortgagee against all liability
for injury to or death of a person or persons or damage to property arising from the use and occupancy of the Premises and (without implying
any consent by Landlord to the installation thereof) the installation, operation, maintenance, repair or removal of Tenant’s Off-Premises
Equipment, (B) insurance covering the full value of all alterations and improvements and betterments in the Premises, naming Landlord
and Landlord’s Mortgagee as additional loss payees as their interests may appear, (C) insurance covering the full value of all
furniture, trade fixtures and personal property (including property of Tenant or others) in the Premises or otherwise placed in the Project
by or on behalf of a Tenant Party (including Tenant’s Off-Premises Equipment), (D) contractual liability insurance sufficient to
cover Tenant’s indemnity obligations hereunder (but only if such contractual liability insurance is not already included in Tenant’s
commercial general liability insurance policy), (E) worker’s compensation insurance, and (F) business interruption insurance in
an amount reasonably acceptable to Landlord. The commercial general liability insurance to be maintained by Tenant may have a deductible
of no more than $5,000 per occurrence; the property insurance to be maintained by Tenant may have a deductible of no more than $10,000
per occurrence; and, all other insurance to be maintained by Tenant shall have no deductible. Tenant’s insurance shall provide
primary coverage to Landlord when any policy issued to Landlord provides duplicate or similar coverage, and in such circumstance Landlord’s
policy will be excess over Tenant’s policy. Tenant shall furnish to Landlord certificates of such insurance and such other evidence
satisfactory to Landlord of the maintenance of all insurance coverages required hereunder at least ten days prior to the earlier of the
Commencement Date or the date Tenant enters or occupies the Premises, and at least 15 days prior to each renewal of said insurance, and
Tenant shall obtain a written obligation on the part of each insurance company to notify Landlord at least 30 days before cancellation
or a material change of any such insurance policies. All such insurance policies shall be in form, and issued by companies with a Best’s
rating of A+:VII or better, reasonably satisfactory to Landlord. If Tenant fails to comply with the foregoing insurance requirements
or to deliver to Landlord the certificates or evidence of coverage required herein, Landlord, in addition to any other remedy available
pursuant to this Lease or otherwise, may, but shall not be obligated to, obtain such insurance and Tenant shall pay to Landlord on demand
the premium costs thereof, plus an administrative fee of 15% of such cost.


 




    	LEASE AGREEMENT – Page 15




     


    

 


(b)
Landlord’s Insurance. Throughout the Term of this Lease, Landlord shall maintain, as a minimum, the following insurance
policies: (1) property insurance for the Building’s replacement value (excluding property required to be insured by Tenant), less
a commercially-reasonable deductible if Landlord so chooses, and (2) commercial general liability insurance in an amount of not less
than $3,000,000. Landlord may, but is not obligated to, maintain such other insurance and additional coverages as it may deem necessary.
The cost of all insurance carried by Landlord with respect to the Project shall be included in Insurance Costs (defined below). The foregoing
insurance policies and any other insurance carried by Landlord shall be for the sole benefit of Landlord and under Landlord’s sole
control, and Tenant shall have no right or claim to any proceeds thereof or any other rights thereunder.


 


(c)
No Subrogation; Waiver of Property Claims. Landlord and Tenant each waives any claim it might have against the other for
any damage to or theft, destruction, loss, or loss of use of any property, to the extent the same is insured against under any insurance
policy of the types described in this Section 12 that covers the Project, the Premises, Landlord’s or Tenant’s fixtures,
personal property, leasehold improvements, or business, or is required to be insured against under the terms hereof, regardless of
whether the negligence of the other party caused such Loss (defined below). Additionally, Tenant waives any claim it may have against
Landlord for any Loss to the extent such Loss is caused by a terrorist act. Each party shall cause its insurance carrier to endorse all
applicable policies waiving the carrier’s rights of recovery under subrogation or otherwise against the other party. Notwithstanding
any provision in this Lease to the contrary, Landlord, its agents, employees and contractors shall not be liable to Tenant or to any
party claiming by, through or under Tenant for (and Tenant hereby releases Landlord and its servants, agents, contractors, employees
and invitees from any claim or responsibility for) any damage to or destruction, loss, or loss of use, or theft of any property of any
Tenant Party located in or about the Project, caused by casualty, theft, fire, third parties or any other matter or cause, regardless
of whether the negligence of any party caused such loss in whole or in part. Tenant acknowledges that Landlord shall not carry insurance
on, and shall not be responsible for damage to, any property of any Tenant Party located in or about the Project.


 


(d)
Indemnity.


 


(1)
Subject to Section 12(c), Tenant shall defend, indemnify, and hold harmless Landlord and its representatives and agents from and against
all claims, demands, liabilities, causes of action, suits, judgments, damages, and expenses (including reasonable attorneys’ fees)
arising from any injury to or death of any person or the damage to or theft, destruction, loss or loss of use of, any property or inconvenience
(a “Loss”) (1) occurring in or on the Project (other than within the
Premises) to the extent caused by the negligence or willful misconduct of any Tenant Party, (2) occurring in the Premises, or (3) arising
out of the installation, operation, maintenance, repair or removal of any property of any Tenant Party located in or about the Project,
including Tenant’s Off-Premises Equipment; provided, however, such indemnity shall not apply to the extent caused by the active
negligence or willful misconduct of Landlord or its agents.


 




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(2)
Subject to Section 12(c), Landlord shall defend, indemnify, and hold harmless Tenant and its representatives and agents from and against
all Losses occurring in or on the Project (other than within the Premises) to the extent caused
by the negligence or willful misconduct of Landlord or its agents; provided, however, such indemnity shall not apply to the extent caused
by the negligence or willful misconduct of Tenant and its agents.


 


(3)
The indemnities set forth in this Lease shall survive termination or expiration of this Lease and shall not terminate or be waived, diminished
or affected in any manner by any abatement or apportionment of Rent under any provision of this Lease. If any proceeding is filed for
which indemnity is required hereunder, the indemnifying party agrees, upon request therefor, to defend the indemnified party in such
proceeding at its sole cost utilizing counsel satisfactory to the indemnified party.


 


(e)
Cost of Landlord’s Insurance. Tenant shall pay Tenant’s Proportionate Share of the cost of the property and
liability insurance carried by Landlord from time to time with respect to the Building (including other improvements and Landlord’s
personal property used in connection therewith), which may include fire and extended coverage insurance (including extended and broad
form coverage risks, mudslide, land subsidence, volcanic eruption, flood, earthquake and rent loss insurance) and comprehensive general
public liability insurance and excess liability insurance, in such amounts and containing such terms as Landlord deems necessary or desirable
(collectively, “Insurance Costs”). During each month of the Term, Tenant shall make a monthly payment to Landlord
equal to 1/12th of Tenant’s Proportionate Share of Insurance Costs that will be due and payable for that particular year. Each
payment of Insurance Costs shall be due and payable at the same time as, and in the same manner as, provided above for Tenant’s
Proportionate Share of Operating Costs. The initial monthly payment of Insurance Costs is based upon Landlord’s good faith estimate
of Tenant’s Proportionate Share of the estimated Insurance Costs for the remainder of the first calendar year. The monthly payment
of Insurance Costs is subject to increase or decrease as determined by Landlord to reflect accurately Tenant’s Proportionate Share
of estimated Insurance Costs. If, following Landlord’s receipt of the bill for the insurance premiums for a calendar year, Landlord
determines that Tenant’s total payments of Insurance Costs are less than Tenant’s Proportionate Share of actual Insurance
Costs, Tenant shall pay to Landlord the difference upon demand; if Tenant’s total payments of Insurance Costs are more than Tenant’s
Proportionate Share of actual Insurance Costs, Landlord shall retain such excess and credit it to Tenant’s future payments of Insurance
Costs (unless such adjustment is at the end of the Term, in which event Landlord shall refund such excess to Tenant). Notwithstanding
anything contained herein to the contrary, at any time during the Term, Tenant shall have the right to audit or otherwise review Landlord’s
records with respect to the actual Insurance Costs for each year, in accordance with the terms of Section 4(b)(4).


 




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13.
Subordination; Attornment; Notice to Landlord’s
Mortgagee.


 


(a)
Subordination. This Lease shall be subordinate to any deed of trust, mortgage, or other security instrument (each, a “Mortgage”),
or any ground lease, master lease, or primary lease (each, a “Primary Lease”), that now or hereafter covers
all or any part of the Premises (the mortgagee under any such Mortgage, beneficiary under any such deed of trust, or the lessor under
any such Primary Lease is referred to herein as a “Landlord’s Mortgagee”) so
long as the holder of the Mortgage or Primary Lease agrees not to disturb Tenant’s use and enjoyment of the Premises provided that
Tenant is not in default of its obligations under this Lease beyond any applicable cure period. Any Landlord’s Mortgagee
may elect, at any time, unilaterally, to make this Lease superior to its Mortgage, Primary Lease, or other interest in the Premises by
so notifying Tenant in writing. Provided the requirements set forth above are satisfied, the provisions of this Section shall be self-operative
and no further instrument of subordination shall be required; however, in confirmation of such subordination, Tenant shall execute and
return to Landlord (or such other party designated by Landlord) within ten days after written request therefor such documentation, in
recordable form if required, as a Landlord’s Mortgagee may reasonably request to evidence the subordination of this Lease to such
Landlord’s Mortgagee’s Mortgage or Primary Lease (including a subordination, non-disturbance and attornment agreement) or,
if the Landlord’s Mortgagee so elects, the subordination of such Landlord’s Mortgagee’s Mortgage or Primary Lease to
this Lease. Landlord shall deliver to Tenant a subordination, non-disturbance, and attornment agreement(s) from its Landlord Mortgagee(s)
in a form reasonably acceptable to Tenant within five (5) business days following the date Landlord enters into a Mortgage.


 


(b)
Attornment. Tenant shall attorn to any party succeeding to Landlord’s interest in the Premises, whether by purchase,
foreclosure, deed in lieu of foreclosure, power of sale, termination of lease, or otherwise, upon such party’s request, and shall
execute such agreements confirming such attornment as such party may reasonably request.


 


(c)
Notice to Landlord’s Mortgagee. Tenant shall not seek to enforce any remedy it may have for any default on the part
of Landlord without first giving written notice by certified mail, return receipt requested, specifying the default in reasonable detail,
to any Landlord’s Mortgagee whose address has been given to Tenant, and affording such Landlord’s Mortgagee the same opportunity
to perform Landlord’s obligations hereunder.


 


(d)
Landlord’s Mortgagee’s Protection Provisions. If Landlord’s Mortgagee shall succeed to the interest of
Landlord under this Lease, Landlord’s Mortgagee shall not be: (1) liable for any act or omission of any prior lessor (including
Landlord); provided, however, that such shall not be deemed to permit the repetition or continuation of any such act or omission (or
the continuation of a condition from a past act or omission) not otherwise permitted under the Lease; (2) bound by any rent or additional
rent or advance rent which Tenant might have paid for more than the current month to any prior lessor (including Landlord), and all such
rent shall remain due and owing, notwithstanding such advance payment; (3) bound by any security or advance rental deposit made by Tenant
which is not delivered or paid over to Landlord’s Mortgagee and with respect to which Tenant shall look solely to Landlord for
refund or reimbursement; (4) bound by any termination, amendment or modification of this Lease made without Landlord’s Mortgagee’s
consent and written approval, except for those terminations, amendments and modifications permitted to be made by Landlord without Landlord’s
Mortgagee’s consent pursuant to the terms of the loan documents between Landlord and Landlord’s Mortgagee; (5) subject to
the defenses which Tenant might have against any prior lessor (including Landlord); and (6) subject to the offsets which Tenant might
have against any prior lessor (including Landlord) except for those offset rights which (A) are expressly provided in this Lease, (B)
relate to periods of time following the acquisition of the Building by Landlord’s Mortgagee, and (C) Tenant has provided written
notice to Landlord’s Mortgagee and provided Landlord’s Mortgagee a reasonable opportunity to cure the event giving rise to
such offset event. Landlord’s Mortgagee shall have no liability or responsibility under or pursuant to the terms of this Lease
or otherwise after it ceases to own an interest in the Project. Nothing in this Lease shall be construed to require Landlord’s
Mortgagee to see to the application of the proceeds of any loan, and Tenant’s agreements set forth herein shall not be impaired
on account of any modification of the documents evidencing and securing any loan.


 




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14.
Rules and Regulations. Tenant shall comply with the rules and regulations of the Project which are attached hereto as Exhibit
C. Landlord may, from time to time, change such rules and regulations for the safety, care, or cleanliness of the Project and related
facilities, provided that such changes are applicable to all tenants of the Project, will not unreasonably interfere with Tenant’s
use of the Premises and are enforced by Landlord in a non-discriminatory manner. Tenant shall be responsible for the compliance with
such rules and regulations by each Tenant Party, but such rules and regulations shall be uniformly applied.


 


15.
Condemnation.


 


(a)
Total Taking. If the entire Building or Premises are taken by right of eminent domain or conveyed in lieu thereof (a “Taking”),
this Lease shall terminate as of the date of the Taking.


 


(b)
Partial Taking - Tenant’s Rights. If any part of the Building becomes subject to a Taking and such Taking will prevent
Tenant from conducting on a permanent basis its business in the Premises in a manner reasonably comparable to that conducted immediately
before such Taking, then Tenant may terminate this Lease as of the date of such Taking by giving written notice to Landlord within 30
days after the Taking, and Basic Rent and Additional Rent shall be apportioned as of the date of such Taking. If Tenant does not terminate
this Lease, then Rent shall be abated on a reasonable basis as to that portion of the Premises rendered untenantable by the Taking.


 


(c)
Partial Taking - Landlord’s Rights. If any material portion, but less than all, of the Building becomes subject to
a Taking, or if Landlord is required to pay any of the proceeds arising from a Taking to a Landlord’s Mortgagee, then Landlord
may terminate this Lease by delivering written notice thereof to Tenant within 30 days after such Taking, and Basic Rent and Additional
Rent shall be apportioned as of the date of such Taking. If Landlord does not so terminate this Lease, then this Lease will continue,
but if any portion of the Premises has been taken, Rent shall abate as provided in the last sentence of Section 15(b).


 












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(d)
Temporary Taking. If all or any portion of the Premises becomes subject to a Taking for a limited period of time, this
Lease shall remain in full force and effect and Tenant shall continue to perform all of the terms, conditions and covenants of this Lease,
including the payment of Basic Rent and all other amounts required hereunder. If any such temporary Taking terminates prior to the expiration
of the Term, Tenant shall restore the Premises as nearly as possible to the condition prior to such temporary Taking, at Tenant’s
sole cost and expense. Landlord shall be entitled to receive the entire award for any such temporary Taking, except that Tenant shall
be entitled to receive the portion of such award which (1) compensates Tenant for its loss of use of the Premises within the Term and
(2) reimburses Tenant for the reasonable out-of-pocket costs actually incurred by Tenant to restore the Premises as required by this
Section.


 


(e)
Award. If any Taking occurs, then Landlord shall receive the entire award or other compensation for the Land, the Building,
and other improvements taken; however, Tenant may separately pursue a claim (to the extent it will not reduce Landlord’s award)
against the condemnor for the value of Tenant’s personal property which Tenant is entitled to remove under this Lease, moving costs,
loss of business, and other claims it may have.


 


16.
Fire or Other Casualty.


 


(a)
Repair Estimate. If the Premises or the Building are damaged by fire or other casualty (a “Casualty”),
Landlord shall, within 90 days after such Casualty, deliver to Tenant a good faith estimate (the “Damage Notice”)
of the time needed to repair the damage caused by such Casualty.


 


(b)
Tenant’s Rights. If a material portion of the Premises is damaged by Casualty such that Tenant is prevented from
conducting its business in the Premises in a manner reasonably comparable to that conducted immediately before such Casualty and Landlord
in good faith estimates that the damage caused thereby cannot be repaired within 270 days after the commencement of repairs (the “Repair
Period”), then Tenant may terminate this Lease by delivering written notice to Landlord of its election to terminate within
30 days after the Damage Notice has been delivered to Tenant.


 


(c)
Landlord’s Rights. If a Casualty damages the Premises or a material portion of the Building and (1) Landlord estimates
that the damage to the Premises cannot be repaired within the Repair Period, (2) the damage to the Premises exceeds 50% of the replacement
cost thereof (excluding foundations and footings), as reasonably estimated by Landlord, and such damage occurs during the last two years
of the Term, (3) regardless of the extent of damage to the Premises, the damage is not fully covered by Landlord’s insurance policies
or Landlord makes a good faith determination that restoring the Building would be uneconomical, or (4) Landlord is required to pay any
insurance proceeds arising out of the Casualty to a Landlord’s Mortgagee, then Landlord may terminate this Lease by giving written
notice of its election to terminate within 30 days after the Damage Notice has been delivered to Tenant.


 




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(d)
Repair Obligation. If neither party elects to terminate this Lease following a Casualty, then Landlord shall, within a
reasonable time after such Casualty, begin to repair the Premises and shall proceed with reasonable diligence to restore the Premises
to substantially the same condition as they existed immediately before such Casualty; however, Landlord shall not be required to repair
or replace any alterations or betterments within the Premises (which shall be promptly and with due diligence repaired and restored by
Tenant at Tenant’s sole cost and expense) or any furniture, equipment, trade fixtures or personal property of Tenant or others
in the Premises or the Building, and Landlord’s obligation to repair or restore the Premises shall be limited to the extent of
the insurance proceeds actually received by Landlord for the Casualty in question. If this Lease is terminated under the provisions of
this Section, Landlord shall be entitled to the full proceeds of the insurance policies providing coverage for all alterations, improvements
and betterments in the Premises (and, if Tenant has failed to maintain insurance on such items as required by this Lease, Tenant shall
pay Landlord an amount equal to the proceeds Landlord would have received had Tenant maintained insurance on such items as required by
this Lease).


 


(e)
Abatement of Rent. If the Premises are damaged by Casualty, Rent for the portion of the Premises rendered untenantable
by the damage shall be abated on a reasonable basis from the date of damage until the completion of Landlord’s repairs (or until
the date of termination of this Lease by Landlord or Tenant as provided above, as the case may be), unless a Tenant Party caused such
damage, in which case, Tenant shall pay Rent in excess of the amount of any proceeds actually received by Landlord in connection with
any policy of rent loss insurance maintained by Landlord.


 


17.
Personal Property Taxes. Tenant shall be liable for all taxes levied or assessed against personal property, furniture,
or fixtures placed by Tenant in the Premises or in or on the Building or Project. If any taxes for which Tenant is liable are levied
or assessed against Landlord or Landlord’s property and Landlord elects to pay the same, or if the assessed value of Landlord’s
property is increased by inclusion of such personal property, furniture or fixtures and Landlord elects to pay the taxes based on such
increase, then Tenant shall pay to Landlord, within 30 days following written request therefor, the part of such taxes for which Tenant
is primarily liable hereunder; however, Landlord shall not pay such amount if Tenant notifies Landlord that it will contest the validity
or amount of such taxes before Landlord makes such payment, and thereafter diligently proceeds with such contest in accordance with Law
and if the non-payment thereof does not pose a threat of loss or seizure of the Project or interest of Landlord therein or impose any
fee or penalty against Landlord.


 


18.
Events of Default. Each of the following occurrences shall be an “Event of Default”:


 


(a)
Payment Default. Tenant’s failure to pay Rent within five business days after Landlord has delivered written notice
to Tenant that the same is due; however, an Event of Default shall occur hereunder without any obligation of Landlord to give any notice
if Tenant fails to pay Rent when due and, during the 12 month interval preceding such failure, Landlord has given Tenant written notice
of failure to pay Rent on two or more occasions;


 




    	LEASE AGREEMENT – Page 21




     


    

 


(b)
Intentionally Deleted;


 


(c)
Estoppel. Tenant
fails to provide any estoppel certificate after Landlord’s written request therefor pursuant to Section 26(f) and such failure
shall continue for five days after Landlord’s second written notice thereof to Tenant;


 


(d)
Insurance. Tenant
fails to procure, maintain and deliver to Landlord evidence of the insurance policies and coverages as required under Section 12(a) within
fifteen (15) days after Landlord has delivered written notice to Tenant, provided, notwithstanding the foregoing or anything to the contrary
in this Lease, the foregoing cure period shall not apply with respect to Landlord’s right to exercise its right of self-help as
set forth in Section 19 (c) below;


 


(e)
Mechanic’s Liens. Tenant
fails to pay and release of record, or diligently contest and bond around, any mechanic’s lien filed against the Premises or the
Project for any work performed, materials furnished, or obligation incurred by or at the request of Tenant, within the time and in the
manner required by Section 8(d);


 


(f)
Other Defaults. Tenant’s failure to perform, comply with, or observe any other agreement or obligation of Tenant under
this Lease and the continuance of such failure for a period of more than 30 days after Landlord has delivered to Tenant written notice
thereof (or if Tenant does not within said period commence and diligently proceed to cure such default); and


 


(g)
Insolvency The filing of a petition by or against Tenant (the term “Tenant” shall include, for the purpose
of this Section, any guarantor of Tenant’s obligations hereunder) (1) in any bankruptcy or other insolvency proceeding; (2) seeking
any relief under any state or federal debtor relief law; (3) for the appointment of a liquidator or receiver for all or substantially
all of Tenant’s property or for Tenant’s interest in this Lease; (4) for the reorganization or modification of Tenant’s
capital structure; or (5) in any assignment for the benefit of creditors proceeding; however, if such a petition is filed against Tenant,
then such filing shall not be an Event of Default unless Tenant fails to have the proceedings initiated by such petition dismissed within
90 days after the filing thereof.


 


19.
Remedies. Upon any Event of Default, Landlord may, in addition to all other rights and remedies afforded Landlord hereunder
or by law or equity, take any one or more of the following actions:


 


(a)
Termination of Lease. Terminate this Lease by giving Tenant written notice thereof, in which event Tenant shall pay to
Landlord the sum of (1) all Rent accrued hereunder through the date of termination, (2) all amounts due under Section 20(a), and
(3) an amount equal to (A) the total Rent that Tenant would have been required to pay for the remainder of the Term discounted to present
value at a per annum rate equal to the “Prime Rate” as published on the date this Lease is terminated by The Wall Street
Journal, Southwest Edition, in its listing of “Money Rates” minus one percent, minus (B) the then present fair rental
value of the Premises for such period, similarly discounted.


 




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(b)
Termination of Possession. Terminate Tenant’s right to possess the Premises without terminating this Lease by giving
written notice thereof to Tenant, in which event Tenant shall pay to Landlord (1) all Rent and other amounts accrued hereunder to the
date of termination of possession, (2) all amounts due from time to time under Section 20(a), and (3) all Rent and other net sums
required hereunder to be paid by Tenant during the remainder of the Term, diminished by any net sums thereafter received by Landlord
through reletting the Premises during such period, after deducting all reasonable costs incurred by Landlord in reletting the Premises.
If Landlord elects to proceed under this Section, Landlord may remove all of Tenant’s property from the Premises and store the
same in a public warehouse or elsewhere at the cost of, and for the account of, Tenant, without becoming liable for any loss or damage
which may be occasioned thereby. Landlord shall mitigate its damages and shall use reasonable efforts to relet the Premises on such terms
as Landlord in its sole discretion may determine (including a term different from the Term, rental concessions, and alterations to, and
improvement of, the Premises); however, Landlord shall not be obligated to relet the Premises before leasing other portions of the Building
and Landlord shall not be obligated to accept any prospective tenant proposed by Tenant unless such proposed tenant meets all of Landlord’s
leasing criteria. So long as Landlord has complied with its obligations hereunder, Landlord shall not be liable for, nor shall Tenant’s
obligations hereunder be diminished because of, Landlord’s failure to relet the Premises or to collect rent due for such reletting.
Tenant shall not be entitled to the excess of any consideration obtained by reletting over the Rent due hereunder. Reentry by Landlord
in the Premises shall not affect Tenant’s obligations hereunder for the unexpired Term; rather, Landlord may, from time to time,
bring an action against Tenant to collect amounts due by Tenant, without the necessity of Landlord’s waiting until the expiration
of the Term. Unless Landlord delivers written notice to Tenant expressly stating that it has elected to terminate this Lease, all actions
taken by Landlord to dispossess or exclude Tenant from the Premises shall be deemed to be taken under this Section. If Landlord elects
to proceed under this Section, it may at any time elect to terminate this Lease under Section 19(a).


 


(c)
Perform Acts on Behalf of Tenant. Perform any act Tenant is obligated to perform under the terms of this Lease (and enter
upon the Premises in connection therewith if necessary) in Tenant’s name and on Tenant’s behalf, without being liable for
any claim for damages therefor, and Tenant shall reimburse Landlord on demand for any reasonable expenses which Landlord may incur in
thus effecting compliance with Tenant’s obligations under this Lease (including, but not limited to, reasonable collection costs
and legal expenses), plus interest thereon at the Default Rate.


 




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20.
Payment by Tenant; Non-Waiver; Cumulative Remedies.


 


(a)
Payment by Tenant. Upon any Event of Default, Tenant shall pay to Landlord all costs incurred by Landlord (including court
costs and reasonable attorneys’ fees and expenses) in (1) obtaining possession of the Premises, (2) removing and storing Tenant’s
or any other occupant’s property, (3) repairing, restoring, altering, remodeling, or otherwise putting the Premises into condition
acceptable to a new tenant, (4) if Tenant is dispossessed of the Premises and this Lease is not terminated, reletting all or any part
of the Premises (including brokerage commissions, cost of tenant finish work, and other costs incidental to such reletting) applicable
to the balance of the then current Term, (5) performing Tenant’s obligations which Tenant failed to perform, and (6) enforcing,
or advising Landlord of, its rights, remedies, and recourses arising out of the default. To the full extent permitted by law, Landlord
and Tenant agree the federal and state courts of the state in which the Premises are located shall have exclusive jurisdiction over any
matter relating to or arising from this Lease and the parties’ rights and obligations under this Lease.


 


(b)
No Waiver. Landlord’s acceptance of Rent following an Event of Default shall not waive Landlord’s rights regarding
such Event of Default. No waiver by Landlord of any violation or breach of any of the terms contained herein shall waive Landlord’s
rights regarding any future violation of such term. Landlord’s acceptance of any partial payment of Rent shall not waive Landlord’s
rights with regard to the remaining portion of the Rent that is due, regardless of any endorsement or other statement on any instrument
delivered in payment of Rent or any writing delivered in connection therewith; accordingly, Landlord’s acceptance of a partial
payment of Rent shall not constitute an accord and satisfaction of the full amount of the Rent that is due.


 


(c)
Cumulative Remedies. Any and all remedies set forth in this Lease: (1) shall be in addition to any and all other remedies
Landlord may have at law or in equity, (2) shall be cumulative, and (3) may be pursued successively or concurrently as Landlord may elect.
The exercise of any remedy by Landlord shall not be deemed an election of remedies or preclude Landlord from exercising any other remedies
in the future.


 


21.
Landlord’s Lien. Landlord waives any statutory landlord’s lien, now or hereafter enacted, on Tenant’s
property situated in, or upon, or used in connection with the Premises or the Project.


 


22.
Surrender of Premises. No act by Landlord shall be deemed an acceptance of a surrender of the Premises, and no agreement
to accept a surrender of the Premises shall be valid unless it is in writing and signed by Landlord. At the expiration or termination
of this Lease, Tenant shall deliver to Landlord the Premises with all improvements located therein in good repair and condition, free
of Hazardous Materials placed on the Premises during the Term, broom-clean, reasonable wear and tear (and condemnation and Casualty damage
not caused by Tenant, as to which Sections 15 and 16 shall control) excepted, and shall deliver to Landlord all keys to
the Premises. Tenant may remove all unattached trade fixtures, furniture, and personal property placed in the Premises or elsewhere in
the Building by Tenant (but Tenant may not remove any such item which was paid for, in whole or in part, by Landlord or any wiring or
cabling unless Landlord requires such removal). Additionally, if Landlord requests such removal (but not otherwise), Tenant shall remove
such alterations, additions, improvements, trade fixtures, personal property, equipment, wiring, conduits, cabling, and furniture (including
Tenant’s Off-Premises Equipment) as Landlord may request, including, without limitation, if Landlord requests such removal and
restoration (but not otherwise); however, Tenant shall not be required to remove any addition or improvement to the Premises or the Project
if Landlord has specifically agreed in writing that the improvement or addition in question need not be removed. Tenant shall repair
all damage caused by such removal. All items not so removed shall, at Landlord’s option, be deemed to have been abandoned by Tenant
and may be appropriated, sold, stored, destroyed, or otherwise disposed of by Landlord without notice to Tenant and without any obligation
to account for such items. The provisions of this Section shall survive the end of the Term.


 




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23.
Holding Over. If Tenant fails to vacate the Premises at the end of the Term, then Tenant shall be a tenant at sufferance
and, in addition to all other damages and remedies to which Landlord may be entitled for such holding over, (a) Tenant shall pay, in
addition to the other Rent, Basic Rent equal to 150% of the Rent payable during the last month of the Term, and (b) Tenant shall otherwise
continue to be subject to all of Tenant’s obligations under this Lease. The provisions of this Section shall not be deemed to limit
or constitute a waiver of any other rights or remedies of Landlord provided herein or at law. If Tenant fails to surrender the Premises
upon the termination or expiration of this Lease, in addition to any other liabilities to Landlord accruing therefrom, Tenant shall protect,
defend, indemnify and hold Landlord harmless from all loss, costs (including reasonable attorneys’ fees) and liability resulting
from such failure, including any claims made by any succeeding tenant founded upon such failure to surrender, and any lost profits to
Landlord resulting therefrom.


 


24.
Certain Rights Reserved by Landlord. Provided that the exercise of such rights does not unreasonably interfere with Tenant’s
occupancy of the Premises, Landlord shall have the following rights:


 


(a)
Building Operations. To decorate and to make inspections, repairs, alterations, additions, changes, or improvements, whether
structural or otherwise, in and about the Project, or any part thereof; to enter upon the Premises (after giving Tenant reasonable notice
thereof, which shall be written notice, except in cases of real or apparent emergency, in which case no notice shall be required) and,
during the continuance of any such work, to temporarily close doors, entryways, public space, and corridors in the Building; to interrupt
or temporarily suspend Building services and facilities; to change the name of the Building; and to change the arrangement and location
of entrances or passageways, doors, and doorways, corridors, elevators, stairs, restrooms, or other public parts of the Building. Landlord
may not enter Tenant’s secured areas except in the case of emergency or in the event of a Landlord inspection, in which case Landlord
shall provide Tenant with reasonable prior notice of the specific date and time of such Landlord inspection. As a condition to entry,
Landlord shall comply with all procedures established by Tenant to maintain the germ-free and sanitary condition of any secured areas
and Landlord’s representatives entering the Premises shall sign the confidentiality agreement that Tenant requires of visitors
to the Premises. In addition, Tenant shall have the right and option to cause a Tenant-authorized representative to be present during
any such entry by Landlord, its agents, employees and representatives.


 




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(b)
Security. To take such reasonable measures as Landlord deems advisable for the security of the Building and its occupants;
evacuating the Building for cause, suspected cause, or for drill purposes; temporarily denying access to the Building; and closing the
Building after normal business hours and on Sundays and holidays, subject, however, to Tenant’s right to enter when the Building
is closed after normal business hours to the extent reasonably related to Tenant’s Permitted Use of the Premises and its business
operations.


 


(c)
Prospective Purchasers and Lenders. To enter the Premises at reasonable hours after notice to show the Premises to prospective
purchasers or lenders; provided, that as a condition to entry Landlord and any prospective purchasers or lenders shall comply with all
procedures established by Tenant to maintain the germ-free and sanitary condition of any areas within the Premises designated by Tenant
to Landlord as secured areas (“Secured Areas”) and shall sign the confidentiality agreement that Tenant requires
of visitors to the Premises.


 


(d)
Prospective Tenants. At reasonable hours after notice during the last six months of the Term, to enter the Premises at
all reasonable hours after notice to show the Premises to prospective tenants; provided, that as a condition to entry Landlord and any
prospective tenant shall comply with all procedures established by Tenant to maintain the germ-free and sanitary condition of any Secured
Areas and shall sign the confidentiality agreement that Tenant requires of visitors to the Premises.


 


25.
Miscellaneous.


 


(a)
Landlord Transfer. Landlord may transfer any portion of the Project and any of its rights under this Lease. If Landlord
assigns its rights under this Lease, then Landlord shall thereby be released from any further obligations hereunder arising after the
date of transfer, provided that the assignee assumes in writing Landlord’s obligations hereunder arising from and after the transfer
date.


 


(b)
Default by Landlord. Landlord shall not be in default unless Landlord fails to perform obligations required of Landlord
within thirty (30) days after written notice by Tenant to Landlord (except in cases of emergency in which case Landlord’s obligations
hereunder shall be performed as soon as reasonably practicable) and to the holder of any mortgage or deed of trust covering the Premises
whose name and address shall have been previously furnished to Tenant in writing specifying what obligation Landlord has failed to perform;
provided, however, that if the nature of Landlord’s obligation is such that more than thirty (30) days is required for performance
then Landlord shall not be in default if Landlord commences performance within such thirty (30) day period and thereafter diligently
pursues the same to completion. In no event shall Tenant have the right to terminate this Lease as a result of Landlord’s default.
In addition to the above, if Landlord fails to cure such Landlord default within the Landlord cure period, or fails to commence to cure
within the Landlord cure period and thereafter diligently pursue the same to completion, as applicable, Tenant may, but shall have no
obligation to do so, perform the same for the account of Landlord. Landlord shall, within thirty (30) days of demand therefor, at Landlord’s
election, either (i) credit against Tenant’s obligation to pay Basic Rent the documented, out-of-pocket costs reasonably incurred
by Tenant in curing such Landlord default, or (ii) reimburse Tenant the documented, out-of-pocket costs reasonably incurred by Tenant
in curing such Landlord default together with interest thereon at the Default Rate from the date demanded by Tenant.


 




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(c)
Landlord’s Liability. The liability of Landlord (and its partners, shareholders or members) to Tenant (or any person
or entity claiming by, through or under Tenant) for any default by Landlord under the terms of this Lease or any matter relating to or
arising out of the occupancy or use of the Premises and/or other areas of the Building shall be limited to Tenant’s actual direct,
but not consequential, damages therefor and shall be recoverable only from the interest of Landlord in the Project and the rents and
profits therefrom, and Landlord (and its partners, shareholders or members) shall not be personally liable for any deficiency. The provisions
of this Section shall survive any expiration or termination of this Lease.


 


(d)
Force Majeure. Other than for a party’s obligations under this Lease that can be performed by the payment of money
(e.g., payment of Rent and maintenance of insurance), whenever a period of time is herein prescribed for action to be taken by either
party hereto, such party shall not be liable or responsible for, and there shall be excluded from the computation of any such period
of time, any delays due to strikes, riots, acts of God, shortages of labor or materials, war, terrorist acts or activities, governmental
laws, regulations, or restrictions, or any other causes of any kind whatsoever which are beyond the control of such party.


 


(e)
Brokerage. Neither Landlord nor Tenant has dealt with any broker or agent in connection with the negotiation or execution
of this Lease, other than CBRE, Attn: Barbara Johnson(representing Tenant), whose commissions shall be paid by Landlord pursuant to separate
written agreements. Tenant and Landlord shall each indemnify the other against all costs, expenses, attorneys’ fees, liens and
other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying
party.


 


(f)
Estoppel Certificates. From time to time, each party shall furnish to any party designated by the other party, within ten
days after a request therefor, a certificate signed by the party confirming and containing such factual certifications and representations
as to this Lease as the requesting party may reasonably request. Unless otherwise required by Landlord’s Mortgagee or a prospective
purchaser or mortgagee of the Project, the initial form of estoppel certificate to be signed by Tenant is attached hereto as Exhibit
F. If Tenant does not deliver to Landlord the certificate signed by Tenant within such required time period, Landlord, Landlord’s
Mortgagee and any prospective purchaser or mortgagee, may conclusively presume and rely upon the following facts: (1) this Lease is in
full force and effect; (2) the terms and provisions of this Lease have not been changed except as otherwise represented by Landlord;
(3) not more than one monthly installment of Basic Rent and other charges have been paid in advance; (4) there are no claims against
Landlord nor any defenses or rights of offset against collection of Rent or other charges; and (5) Landlord is not in default under this
Lease. In such event, Tenant shall be estopped from denying the truth of the presumed facts.


 







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(g)
Notices. All notices and other communications given pursuant to this Lease shall be in writing and shall be (1) mailed
by first class, United States Mail, postage prepaid, certified, with return receipt requested, and addressed to the parties hereto at
the address specified in the Basic Lease Information, (2) hand delivered to the intended addressee, (3) sent by a nationally recognized
overnight courier service, or (4) sent by email transmission during normal business hours. All notices shall be effective upon delivery
to the address of the addressee (even if such addressee refuses delivery thereof). If sent by email, notice shall be deemed delivered
upon transmission, and the party sending the notice also must send, unless such requirement is waived in a return email from the receiving
party, a confirmation copy of the notice by one of the other foregoing methods set forth above within three (3) business days after the
send date of the email, but the lack of delivery of such other notice does not negate the email notice. The parties hereto may change
their addresses by giving notice thereof to the other in conformity with this provision.


 


(h)
Separability. If
any clause or provision of this Lease is illegal, invalid, or unenforceable under present or future laws, then the remainder of this
Lease shall not be affected thereby and in lieu of such clause or provision, there shall be added as a part of this Lease a clause or
provision as similar in terms to such illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid,
and enforceable.


 


(i)
Amendments; Binding Effect. This Lease may not be amended except by instrument in writing signed by Landlord and Tenant.
No provision of this Lease shall be deemed to have been waived by Landlord or Tenant unless such waiver is in writing signed by Landlord
or Tenant, as applicable, and no custom or practice which may evolve between the parties in the administration of the terms hereof shall
waive or diminish the right of Landlord or Tenant to insist upon the performance by Tenant or Landlord in strict accordance with the
terms hereof. The terms and conditions contained in this Lease shall inure to the benefit of and be binding upon the parties hereto,
and upon their respective successors in interest and legal representatives, except as otherwise herein expressly provided. This Lease
is for the sole benefit of Landlord and Tenant, and, other than Landlord’s Mortgagee, no third party shall be deemed a third party
beneficiary hereof.


 


(j)
Quiet Enjoyment. Provided Tenant has performed all of its obligations hereunder, Tenant shall peaceably and quietly hold
and enjoy the Premises for the Term, without hindrance from Landlord or any party claiming by, through, or under Landlord, but not otherwise,
subject to the terms and conditions of this Lease.


 


(k)
No Merger. There shall be no merger of the leasehold estate hereby created with the fee estate in the Premises or any part
thereof if the same person acquires or holds, directly or indirectly, this Lease or any interest in this Lease and the fee estate in
the leasehold Premises or any interest in such fee estate.


 


(l)
No Offer. The submission of this Lease to Tenant shall not be construed as an offer, and Tenant shall not have any rights
under this Lease unless Landlord executes a copy of this Lease and delivers it to Tenant.


 




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(m)
Entire Agreement. This Lease constitutes the entire agreement between Landlord and Tenant regarding the subject matter
hereof and supersedes all oral statements and prior writings relating thereto. Except for those set forth in this Lease, no representations,
warranties, or agreements have been made by Landlord or Tenant to the other with respect to this Lease or the obligations of Landlord
or Tenant in connection therewith. The normal rule of construction that any ambiguities be resolved against the drafting party shall
not apply to the interpretation of this Lease or any exhibits or amendments hereto.


 


(n)
Waiver of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LANDLORD AND TENANT EACH WAIVE ANY RIGHT TO TRIAL BY JURY
IN ANY LITIGATION OR TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE ARISING OUT OF OR WITH RESPECT TO THIS LEASE OR ANY OTHER INSTRUMENT,
DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED HERETO.


 


(o)
Governing Law. This Lease shall be governed by and construed in accordance with the laws of the state in which the Premises
are located.


 


(p)
Recording. Tenant shall not record this Lease or any memorandum of this Lease without the prior written consent of Landlord,
which consent may be withheld or denied in the sole and absolute discretion of Landlord, and any recordation by Tenant shall be a material
breach of this Lease. Tenant grants to Landlord a power of attorney to execute and record a release releasing any such recorded instrument
of record that was recorded without the prior written consent of Landlord.


 


(q)
Water or Mold Notification. To the extent Tenant or its agents or employees discover any water leakage, water damage or
mold in or about the Premises or Project, Tenant shall promptly notify Landlord thereof in writing.


 


(r)
Joint and Several Liability. If Tenant is comprised of more than one party, each such party shall be jointly and severally
liable for Tenant’s obligations under this Lease. All unperformed obligations of Tenant hereunder not fully performed at the end
of the Term shall survive the end of the Term, including payment obligations with respect to Rent and all obligations concerning the
condition and repair of the Premises.


 


(s)
Financial Reports. Within 15 days after Landlord’s request, Tenant will furnish Tenant’s most recent audited
financial statements (including any notes to them) to Landlord, or, if no such audited statements have been prepared, such other financial
statements (and notes to them) as may have been prepared by an independent certified public accountant or, failing those, Tenant’s
internally prepared financial statements. If Tenant is a publicly traded corporation, Tenant may satisfy its obligations hereunder by
providing to Landlord Tenant’s most recent annual and quarterly reports. If Tenant is not a publicly traded corporation, Tenant
will discuss its financial statements with Landlord. Landlord will not disclose any aspect of Tenant’s financial statements that
Tenant designates to Landlord as confidential except (1) to Landlord’s Mortgagee or prospective mortgagees or purchasers of the
Building, but only after any such Landlord’s Mortgagee or prospective mortgagee executes a confidentiality agreement in form reasonably
requested by Tenant, (2) in litigation between Landlord and Tenant, and/or (3) if required by court order. Tenant shall not be required
to deliver the financial statements required under this Section 25(r) more than once in any 12-month period unless requested by Landlord’s
Mortgagee or a prospective buyer or lender of the Building or an Event of Default occurs and is continuing.


 




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(t)
Landlord’s Fees. Whenever Tenant requests Landlord to take any action not required of it hereunder or give any consent
required or permitted under this Lease, Tenant will reimburse Landlord for Landlord’s actual, reasonable, out-of-pocket costs payable
to third parties and incurred by Landlord in reviewing the proposed action or consent, including reasonable attorneys’, engineers’
or architects’ fees, within 30 days after Landlord’s delivery to Tenant of a statement of such costs, which amount shall
not exceed $2,500 per request without Tenant prior written approval. Tenant will be obligated to make such reimbursement without regard
to whether Landlord consents to any such proposed action.


 


(u)
Telecommunications. Tenant and its telecommunications companies, including local exchange telecommunications companies
and alternative access vendor services companies, shall have no right of access to and within the Building, for the installation and
operation of telecommunications systems, including voice, video, data, Internet, and any other services provided over wire, fiber optic,
microwave, wireless, and any other transmission systems (“Telecommunications Services”), for part or all of
Tenant’s telecommunications within the Building and from the Building to any other location without Landlord’s prior written
consent, which consent shall not be unreasonably withheld. Tenant’s current provider of Telecommunications Services is deemed approved
by Landlord. All providers of Telecommunications Services shall be required to comply with the rules and regulations of the Building,
applicable Laws and Landlord’s policies and practices for the Building. Tenant acknowledges that Landlord shall not be required
to provide or arrange for any Telecommunications Services and that Landlord shall have no liability to any Tenant Party in connection
with the installation, operation or maintenance of Telecommunications Services or any equipment or facilities relating thereto. Tenant,
at its cost and for its own account, shall be solely responsible for obtaining all Telecommunications Services.


 


(v)
Confidentiality. Each party acknowledges that the terms and conditions of this Lease are to remain confidential, and may
not be disclosed by the receiving party to anyone, by any manner or means, directly or indirectly, without the disclosing party’s
prior written consent; however, the receiving party may disclose the terms and conditions of this Lease if required by Law or court order
or to its attorneys, accountants, employees and existing or prospective financial partners provided the same are advised by the receiving
party of the confidential nature of such terms and conditions and agree to maintain the confidentiality thereof (in each case, prior
to disclosure). The receiving party shall be liable for any disclosures made in violation of this Section by the receiving party or by
any entity or individual to whom the terms of and conditions of this Lease were disclosed or made available by the receiving party. The
consent by the disclosing party to any disclosures shall not be deemed to be a waiver on the part of the disclosing party of any prohibition
against any future disclosure.


 




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(w)
Authority. Tenant (if a corporation, partnership or other business entity) hereby represents and warrants to Landlord that
Tenant is a duly formed and existing entity qualified to do business in the state in which the Premises are located, that Tenant has
full right and authority to execute and deliver this Lease, and that each person signing on behalf of Tenant is authorized to do so.
Landlord hereby represents and warrants to Tenant that Landlord is a duly formed and existing entity qualified to do business in the
state in which the Premises are located, that Landlord has full right and authority to execute and deliver this Lease, and that each
person signing on behalf of Landlord is authorized to do so.


 


(x)
Security Service. Tenant acknowledges and agrees that, while Landlord may (but shall not be obligated to) patrol the Building,
Landlord is not providing any security services with respect to the Premises or Tenant’s Off-Premises Equipment and that Landlord
shall not be liable to Tenant for, and Tenant waives any claim against Landlord with respect to, any loss by theft or any other damage
suffered or incurred by Tenant in connection with any unauthorized entry into the Premises or any area where Tenant’s Off-Premises
Equipment is located or any other breach of security with respect to the Premises or Tenant’s Off-Premises Equipment.


 


(y)
List of Exhibits. All exhibits and attachments attached hereto are incorporated herein by this reference.


 


Exhibit
A - Outline of Premises


Exhibit
B - Description of the Land


Exhibit
C - Building Rules and Regulations


Exhibit
D - Work Letter


Exhibit
E - Form of Confirmation of Commencement Date Letter


Exhibit
F - Form of Tenant Estoppel Certificate


Exhibit
G – Tenant’s Permitted Use


 


(z)
Prohibited Persons and Transactions. Each party represents and warrants to other party that the representing party is currently
in compliance with and shall at all times during the Term (including any extension thereof) remain in compliance with the regulations
of the OFAC of the Department of the Treasury (including those named on OFAC’s Specially Designated Nationals and Blocked Persons
List) and any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions
with Persons Who Commit, Threaten to Commit or Support Terrorism), or other governmental action relating thereto.


 




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26.
Environmental Requirements.


 


(a)
Prohibition against Hazardous Materials. Tenant shall not permit or cause any party to bring any Hazardous Materials upon
the Premises or in the Project or transport, store, use, generate, manufacture, dispose, or release any Hazardous Materials on or from
the Premises or the Project in violation of Environmental Requirements. Tenant, at its sole cost and expense, shall operate its business
in the Premises in strict compliance with all Environmental Requirements and all requirements of this Lease. Tenant shall complete and
certify to disclosure statements as requested by Landlord from time to time relating to Tenant’s transportation, storage, use,
generation, manufacture, or release of Hazardous Materials on the Premises or in the Project, and Tenant shall promptly deliver to Landlord
a copy of any notice of violation relating to the Premises or the Project of any Environmental Requirement.


 


(b)
Environmental Requirements. The term “Environmental Requirements” means all Laws regulating or
relating to health, safety, or environmental conditions on, under, or about the Premises or the Project or the environment including
the following: the Comprehensive Environmental Response, Compensation and Liability Act; the Resource Conservation and Recovery Act;
the Clean Air Act; the Clean Water Act; the Toxic Substances Control Act and all state and local counterparts thereto, and any common
or civil law obligations including nuisance or trespass, and any other requirements of Section 14 and Exhibit C of this Lease. The term
“Hazardous Materials” means and includes any substance, material, waste, pollutant, or contaminant that is
or could be regulated under any Environmental Requirement or that may adversely affect human health or the environment, including any
solid or hazardous waste, hazardous substance, asbestos, petroleum (including crude oil or any fraction thereof, natural gas, synthetic
gas, polychlorinated biphenyls (PCBs), and radioactive material). For purposes of Environmental Requirements, to the extent authorized
by law, Tenant is and shall be deemed to be the responsible party, including the “owner” and “operator” of Tenant’s
“facility” and the “owner” of all Hazardous Materials brought on the Premises or the Project by a Tenant Party
and the wastes, by-products, or residues generated, resulting, or produced therefrom.


 


(c)
Removal of Hazardous Materials. Tenant, at its sole cost and expense, shall remove all Hazardous Materials stored, disposed
of or otherwise released by a Tenant Party onto or from the Premises or the Project, in a manner and to a level that complies with all
Environmental Requirements and does not limit any future uses of the Premises or the Project or require the recording of any deed restriction
or notice regarding the Premises or the Project. Tenant shall perform such work at any time during the period of this Lease upon written
request by Landlord or, in the absence of a specific request by Landlord, before Tenant’s right to possession of the Premises terminates
or expires. If Tenant fails to perform such work within the time period reasonably specified by Landlord or before Tenant’s right
to possession terminates or expires (whichever is earlier), Landlord may at its discretion, and without waiving any other remedy available
under this Lease or at law or equity (including an action to compel Tenant to perform such work), perform such work at Tenant’s
cost. Tenant shall pay all costs incurred by Landlord in performing such work within thirty (30) days after Landlord’s request
therefor. Such work performed by Landlord is on behalf of Tenant and Tenant remains the owner, generator, operator, transporter, and/or
arranger of the Hazardous Materials for purposes of Environmental Requirements. Tenant agrees not to enter into any agreement with any
person, including any governmental authority, regarding the removal of Hazardous Materials that have been disposed of or otherwise released
onto or from the Premises or the Project without the written approval of the Landlord.


 




    	LEASE AGREEMENT – Page 32




     


    

 


(d)
Tenant’s Indemnity. Tenant shall indemnify, defend, and hold Landlord harmless from and against any and all losses
(including diminution in value of the Premises or the Project and loss of rental income from the Project), liabilities (INCLUDING ANY
STRICT LIABILITY), claims, demands, actions, suits, damages (including punitive damages), expenses (including remediation, removal, repair,
corrective action, or cleanup expenses), and costs (including actual attorneys’ fees, consultant fees or expert fees and including
removal or management of any asbestos brought into the Premises or the Project or disturbed in breach of the requirements of this Section,
regardless of whether such removal or management is required by Law) which are brought or recoverable against, or suffered or incurred
by Landlord as a result of any release of Hazardous Materials or any breach of the requirements under this Section 26 by a Tenant
Party regardless of whether Tenant had knowledge of such noncompliance. The obligations of Tenant under this Section shall survive any
expiration or termination of this Lease.


 


(e)
Inspections and Tests. Subject to Section 24(a) above, Landlord shall have access to, and a right to perform inspections
and tests of, the Premises to determine Tenant’s compliance with Environmental Requirements, its obligations under this Section
26, or the environmental condition of the Premises. Access shall be granted to Landlord upon Landlord’s prior notice to Tenant
and at such times so as to minimize, so far as may be reasonable under the circumstances, any disturbance to Tenant’s operations.
Such inspections and tests shall be conducted at Landlord’s expense, unless such inspections or tests reveal that Tenant has not
complied with any Environmental Requirement, in which case Tenant shall reimburse Landlord for the reasonable cost of such inspection
and tests. Landlord’s receipt of or satisfaction with any environmental assessment in no way waives any rights that Landlord holds
against Tenant. Tenant shall promptly notify Landlord of any communication or report that Tenant makes to any governmental authority
regarding any possible violation of Environmental Requirements or release or threat of release of any Hazardous Materials onto or from
the Premises or the Project. Tenant shall, within five days of receipt thereof, provide Landlord with a copy of any documents or correspondence
received from any governmental agency or other party relating to a possible violation of Environmental Requirements or claim or liability
associated with the release or threat of release of any Hazardous Materials onto or from the Premises or the Project.


 


(f)
Tenant’s Financial Assurance in the Event of a Breach. In addition to all other rights and remedies available to
Landlord under this Lease or otherwise, Landlord may, in the event of a breach of the requirements of this Section 26 that is not cured
within 30 days following written notice of such breach by Landlord, require Tenant to provide financial assurance (such as insurance,
escrow of funds or third party guarantee) in an amount and form satisfactory to Landlord. The requirements of this Section 27 are in
addition to and not in lieu of any other provision in this Lease. Tenant’s obligations under this Section 27 shall also apply to
the areas where Tenant’s Off-Premises Equipment is located.


 




    	LEASE AGREEMENT – Page 33




     


    

 


27.
Parking. Tenant shall have the right to designate up to ___ parking stalls immediately
adjacent its Premises in a location approved by Landlord as exclusive parking. Except as provided above, Tenant shall have the
non-exclusive right, in common with other tenants of the Building to use such parking spaces associated with the Building as are allocated
to Tenant by Landlord. Landlord shall use its reasonable discretion in allocating parking spaces to the tenants of the Building, taking
into consideration all factors Landlord deems relevant, including the density and type (e.g., office or industrial) of use conducted
by the tenants of the Building in their respective premises. Landlord reserves the right to initiate steps to control the parking utilization
through gates, access cards, hang-tags or other means as appropriate. Parking spaces will be available to Tenant without charge during
the Term. Landlord shall not be responsible for enforcing Tenant’s parking rights against third parties.


 


28.
Counterparts. This
Lease may be executed in one or more identical counterparts, and as so executed by all parties hereto shall constitute a single instrument
for purposes of the effectiveness of this Lease. The words “execution”, “signed”, “signature” and
words of like import in this Lease shall include images of manually executed signatures transmitted by facsimile or other electronic
format (including “pdf”, “tif” or “jpg”) or an electronic signature executed through DocuSign or
similar electronic format. The use of electronic signatures and electronic records (including any contract or other record created, generated,
sent, communicated, received or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually
executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by applicable law, including the Federal
Electronic Signatures in Global and National Commerce Act, any state law based on the Uniform Electronic Transactions Act or the Uniform
Commercial Code.


 


LANDLORD
AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSE, AND
TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF
ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT,
DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED.


 


[THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


 




    	LEASE AGREEMENT – Page 34




     


    

 


This
Lease is executed on the respective dates set forth below, but for reference purposes, this Lease shall be dated as of the date first
above written. If the execution date is left blank, this Lease shall be deemed executed as of the date first written above.


 


	LANDLORD:	___________________________, a


______________________________



	 	 	 
	 	By:	                                                      
	 	Name:	 
	 	Title:	 
	 	 	 
	TENANT:	POLARITYTE
    MD, INC., a Nevada corporation
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	LEASE AGREEMENT – Page 35




     


    

 


EXHIBIT
A


 


OUTLINE
OF PREMISES


 











 


 










    	EXHIBIT A, Outline of Premises - Page A-1




     


    

 


EXHIBIT
B


 


DESCRIPTION
OF THE LAND


 


A
parcel of land being a part of Lot 6 of CENTENNIAL INDUSTRIAL PARK, PHASE IV SUBDIVISION, located in Section 18, Township 1 South, Range
1 West, Salt Lake Base and Meridian, the official plat thereof was recorded June 8, 1979 as Entry No. 3291285 in Book 79-6 at Page 216
in the office of the Salt Lake County Recorder. Said parcel of land being more particularly described as follows:


 


Beginning
at the Southwest corner of said Lot 6; and running thence North 00°07’23” West a distance of 1044.56 feet along the Westerly
boundary of said Lot 6; thence North 89°52’37” East a distance of 370.00 feet; thence South 00°07’23”
East a distance of 957.31 feet along the Easterly boundary of said Lot 6 to a point of curve; thence Southwesterly 41.89 feet on the
arc of a curve to the right with a radius of 30.00 feet, a central angle of 80°00’00” and a chord which bears South 39°52’37”
West a distance of 38.57 feet to a point of tangency; thence South 79°52’37” West a distance of 244.74 feet along the
Southerly boundary of said Lot 6 to a point of curve; thence Southwesterly 105.31 feet on the arc of a curve to the right with a radius
of 1820.00 feet, a central angle 3°18’56” and a chord which bears South 81°32’05” West a distance of
105.31 feet to the point of beginning.


 




    	EXHIBIT B, Description of the Land - Page B-1




     


    

 


EXHIBIT
C


 


BUILDING
RULES AND REGULATIONS


 


The
following rules and regulations shall apply to the Premises, the Building, the parking areas associated therewith, and the appurtenances
thereto:


 


1.
Sidewalks, doorways, vestibules, halls, stairways, loading dock areas and associated overhead doors, and other similar areas shall not
be obstructed by tenants or used by any tenant for purposes other than ingress and egress to and from their respective leased premises
and for going from one to another part of the Building.


 


2.
Plumbing (including outside drains and sump pumps), fixtures and appliances shall be used only for the purposes for which designed, and
no sweepings, rubbish, rags or other unsuitable material shall be thrown or deposited therein. Damage resulting to any such fixtures
or appliances from misuse by a tenant or its agents, employees or invitees, shall be paid by such tenant.


 


3.
No signs, advertisements or notices shall be painted or affixed on or to any windows or doors or other part of the Building visible from
the exterior of the Premises without the prior written consent of Landlord. All of Tenant’s signage located on the Project on the
date of the Lease are accepted and consented to by Landlord. Except as consented to in writing by Landlord or in accordance with Tenant’s
building standard improvements, no draperies, curtains, blinds, shades, screens or other devices shall be hung at or used in connection
with any window or exterior door or doors of the Premises. No awning shall be permitted on any part of the Premises. Tenant shall not
place anything against or near glass partitions or doors, or windows which might appear unsightly from outside the Premises.


 


4.
Tenant, at its expense, shall be responsible for providing all door locks in the Premises and shall provide to Landlord, at Tenant’s
expense, contemporaneously with the installation of such devices, a master key, card keys, access codes or other means to allow Landlord
immediate access to all areas within the Premises. Landlord may not enter Tenant’s Secured
Areas except in the case of emergency or in the event of a Landlord inspection, in which case Landlord shall provide Tenant with reasonable
prior notice of the specific date and time of such Landlord inspection. In addition, Tenant shall have the right and option to cause
a Tenant-authorized representative to be present during any such entry by Landlord, its agents, employees and representatives.
As a condition to entry, Landlord shall comply with all procedures established by Tenant to maintain the germ-free and sanitary condition
of any Secured Areas and Landlord’s representatives entering the Premises shall sign the confidentiality agreement that Tenant
requires of visitors to the Premises.


 


5.
Landlord may prescribe weight limitations and determine the locations for safes and other heavy equipment or items, which shall in all
cases be placed in the Building so as to distribute weight in a manner acceptable to Landlord which may include the use of such supporting
devices as Landlord may require. All damages to the Building caused by the installation or removal of any property of a tenant, or done
by a tenant’s property while in the Building, shall be repaired at the expense of such tenant.


 




    	EXHIBIT C, Building Rules and Regulations - Page C-1




     


    

 


6.
Corridor doors, when not in use, shall be kept closed. Nothing shall be swept or thrown into the corridors, halls, elevator shafts or
stairways. No birds or animals (other than seeing-eye dogs) shall be brought into or kept in, on or about any tenant’s leased premises,
provided, however, that Tenant may keep birds or animals on the Premises that are intended to be used by Tenant in connection with its
Permitted Use of the Premises. No portion of any tenant’s leased premises shall at any time be used or occupied as sleeping or
lodging quarters.


 


7.
Tenant shall not make or permit any vibration or improper, objectionable or unpleasant noises or odors in the Building or otherwise interfere
in any way with other tenants or persons having business with them, provided, however, that odors arising in connection with Tenant’s
Permitted Use of the Premises are expressly permitted regardless of whether such odors interfere in any way with other tenants or persons
having business with them. Tenant shall not introduce, disturb or release asbestos or PCB’s into or from the Premises.


 


8.
Tenant shall not keep in the Building any flammable or explosive fluid or substance in violation of applicable laws. Tenant shall not
install or operate any steam or gas engine or boiler, or other mechanical apparatus in the Premises without the prior written consent
of Landlord. The use of oil, gas or inflammable liquids for heating, lighting or any other purpose in violation of applicable laws is
expressly prohibited. Explosives or other articles deemed extra hazardous shall not be brought into the Building in violation of applicable
laws.


 


9.
Landlord will not be responsible for lost or stolen personal property, money or jewelry from tenant’s leased premises or public
or common areas regardless of whether such loss occurs when the area is locked against entry or not.


 


10.
Tenant shall not conduct any activity on or about the Premises or Building which will draw pickets, demonstrators, or the like. Nothing
herein shall be deemed to limit Tenant’s Permitted Use.


 


11.
All vehicles are to be currently licensed, in good operating condition, parked for business purposes having to do with Tenant’s
business operated in the Premises, parked within designated parking spaces, one vehicle to each space. No vehicle shall be parked as
a “billboard” vehicle in the parking lot. Any vehicle parked improperly may be towed away. Tenant, Tenant’s agents,
employees, vendors and customers who do not operate or park their vehicles as required shall subject the vehicle to being towed at the
expense of the owner or driver. Landlord may place a “boot” on the vehicle to immobilize it and may levy a charge of $50.00
to remove the “boot.” Tenant shall indemnify, hold and save harmless Landlord of any liability arising from the towing or
booting of any vehicles belonging to a Tenant Party.


 


12.
No tenant may enter into phone rooms, electrical rooms, mechanical rooms, or other service areas of the Building not located within the
Premises unless accompanied by Landlord or the Building manager.


 


13.
Tenant shall not permit storage outside the Premises or dumping of waste or refuse or permit any harmful materials to be placed in any
drainage system or sanitary system in or about the Premises.


 


14.
Tenant shall not install or operate on the Premises any machinery or mechanical devices of a nature not directly related to Tenant’s
ordinary use of the Premises.


 


15.
Tenant shall not park or operate any semi-trucks or semi-trailers in the parking areas associated with the Building.


 


16.
Tenant will not permit any Tenant Party to bring onto the Project any handgun, firearm or other weapons of any kind, illegal drugs or,
unless expressly permitted by Landlord in writing, alcoholic beverages.


 


17.
Tenant shall not permit its employees, invitees or guests to smoke in the Premises or the lobbies, passages, corridors, elevators, vending
rooms, rest rooms, stairways or any other area shared in common with other tenants in the Building, or permit its employees, invitees,
or guests to loiter at the Building entrances for the purposes of smoking. Landlord may, but shall not be required to, designate an area
for smoking outside the Building.


 




    	EXHIBIT C, Building Rules and Regulations - Page C-2




     


    

 


EXHIBIT
D


 


WORK
LETTER


 


LANDLORD
AND TENANT IMPROVEMENT WORK LETTER


 


THIS
LANDLORD AND TENANT IMPROVEMENT WORK LETTER (“Work Letter”) is hereby made and entered by and between ____________________,
LLC, a _______ limited liability company (“Landlord”), and POLARITYTE MD, INC., a Nevada corporation (“Tenant”),
pertaining to the Premises. Except where clearly inconsistent or inapplicable, the provisions of the Lease are incorporated into this
Work Letter, and capitalized terms used without being defined in this Work Letter shall have the meanings given them in the Lease.


 


The
purpose of this Work Letter is to set forth the respective responsibilities of Landlord and Tenant with respect to the design and construction
of all alterations, additions and improvements that Landlord and Tenant may deem necessary or appropriate to prepare the Premises for
occupancy by Tenant under the Lease. Such alterations, additions and improvements to the Building, excluding the Tenant Improvement Work,
that are required to demise the Building so that it conforms to the Space Plans (defined below) is referred to as the “Landlord’s
Work.” Alterations, additions and improvements to the Premises, including the demolition, relocation, or construction of clean
rooms and excluding the Landlord’s Work and any other Tenant personal property or other property of the Tenant not affixed to the
Premises, are referred to in this Work Letter as the “Tenant Improvements,” and the work of constructing the Tenant
Improvements is referred to as the “Tenant Improvement Work.”


 


Landlord
and Tenant agree as follows:


 


1.
Initial Work by Landlord. The Landlord’s Work includes the following:


 


(a)
Landlord, at its sole cost and expense, shall demise the Building including, but not limited to, the installation of walls, installation
of walls around and Tenant access to the ATS for the Generator that currently serves the Building to establish a common area around the
ATS accessible by Tenant, separation of Building mechanical and electrical systems, using new, commercial grade materials, and in accordance
with: (i) the “Scope of Work” to be mutually determined by Landlord and Tenant immediately following the execution
of the Lease, and (ii) the Approved Plans (as hereinafter defined), in a good, workmanlike and lien-free manner, and in accordance
with all applicable local, state, and federal health and building codes, regulations, laws and permits. The dates for performance of
Landlord’s Work shall be set forth on the “Landlord’s Work Schedule” mutually determined by Landlord and
Tenant immediately following the execution of the Lease.


 


(b)
On or before the date set forth in Landlord’s Work Schedule Landlord shall submit the proposed plans and specifications to Tenant
for Landlord’s Work for Tenant’s approval, which plans and specifications shall be prepared by an architect or civil engineer
duly licensed in the state of Utah, shall be based upon and shall incorporate Tenant’s Space Plan, and provide for Tenant’s
occupancy and use of the Premises while the Landlord’s Work is being performed. The proposed plans and specifications shall be
referred to as the “Approved Plans” upon Landlord’s receipt of Tenant’s approval of same.


 




    	EXHIBIT D, Work Letter - Page D-1




     


    

 


(c)
Landlord will submit all applications, plans and documents required for all necessary and appropriate permits and approvals for Landlord’s
Work on or before the date set forth in Landlord’s Work Schedule and shall diligently pursue receipt of all necessary and appropriate
governmental permits and approvals.


 


(d)
Landlord will commence Landlord’s Work on or before the date set forth in Landlord’s Work Schedule. Landlord agrees to deliver
weekly photographs evidencing progress of Landlord’s Work according to the established timeline in Landlord’s Work Schedule.


 


(e)
Landlord will construct Landlord’s Work in accordance with the Approved Plans and all applicable local, state, and federal health
and building codes, regulations, laws and permits and use commercially reasonable efforts to meet all milestone dates set forth on Landlord’s
Work Schedule.


 


(f)
Landlord shall give Tenant at least fifteen (15) days’ prior, written notice of the date on which Landlord will Substantially Complete
Landlord’s Work.


 


(g)
Tenant shall have the right, during the progress of Landlord’s Work, to inspect Landlord’s Work provided that such inspection
shall not interfere with Landlord’s Work. Landlord’s Work Schedule shall specify the time when Tenant may begin Tenant’s
Work. Acknowledging that Landlord and Tenant will be working in the Premises simultaneously, both parties shall coordinate schedules
and work crews to achieve a cooperative work environment.


 


(h)
Landlord warrants all of Landlord’s Work against latent and patent defects for one (1) year after the Commencement Date, notwithstanding
any maintenance obligations of Tenant in Section 8(b) of the Lease.


 


(i)
Tenant does not assume any liability, and shall not be responsible, for any acts or omissions of Landlord’s contractor, sub-contractor(s)
and associated contractor personnel (collectively, “Landlord’s GC”). Landlord agrees to, at its expense, defend,
indemnify and hold Tenant harmless from and against any and all claims, suits, actions, causes of action, proceedings, demands, damages,
losses, liabilities settlements, judgments, costs and expenses (including reasonable attorneys’ fees) of any kind or nature whatsoever,
arising out of or resulting from the negligence or willful misconduct of Landlord’s GC. This indemnification shall be one of first
defense and payment and not of surety or reimbursement, and shall survive the expiration or termination of this Agreement.


 


(j)
Notwithstanding anything to the contrary herein, the milestones and other deadlines for completion of Landlord’s Work set forth
in the Landlord’s Work Schedule or otherwise provided for herein shall be extended to the extent Landlord’s Work is delayed
by the actions or omissions of Tenant or any Tenant Party.


 


Landlord’s
Work shall be deemed complete when Substantially Completed. Landlords’ Work shall be deemed substantially completed (“Substantially
Completed” or “Substantial Completion”) when it is substantially completed except for any minor or insubstantial
detail of construction, the non-performance of which do not materially interfere with Tenant’s ability to complete the Tenant Improvements
(the “Punchlist Items”). Substantial Completion shall be deemed to have occurred notwithstanding a requirement to
complete Punchlist Items.


 




    	EXHIBIT D, Work Letter - Page D-2




     


    

 


2.
General.


 


2.1
Tenant is solely responsible for designing the Tenant Improvements and performing the Tenant Improvement Work (subject to Landlord’s
rights of review and approval set forth in this Work Letter).


 


2.2
Landlord’s sole interest in reviewing and approving the Construction Drawings (as hereinafter defined) is to protect the Building
and Landlord’s interests, and no such review or approval by Landlord shall be deemed to create any liability of any kind on the
part of Landlord, or constitute a representation on the part of Landlord or any person consulted by Landlord in connection with such
review and approval that the Space Plans or Final Working Drawings are correct or accurate, or are in compliance with any applicable
Laws.


 


2.3
Any default by Tenant under this Work Letter shall, after notice and a reasonable opportunity to cure as set forth in the Lease, constitute
a default under the Lease. If an Event of Default occurs under the Lease or a default occurs under this Work Letter at any time on or
before the Date of Substantial Completion, then in addition to all other rights and remedies granted to Landlord under the Lease, Landlord
shall have the right to withhold payment of all or any portion of the Construction Allowance and/or Landlord may cause Tenant’s
Contractor to cease construction of the Tenant Improvements and all other obligations of Landlord under this Work Letter shall be suspended
until such time as the default is cured. Tenant shall pay to Landlord, as Additional Rent, all amounts due under the terms of this Work
Letter within thirty (30) days following delivery of Landlord’s invoice therefor, which invoices shall be rendered monthly or at
such other intervals as Landlord shall determine.


 


2.4
If the Building and/or the Premises is damaged by fire or other casualty by Tenant prior to the Commencement Date, the Commencement Date
shall be deemed to have occurred as of the date of the casualty, and the rights and obligations of the parties shall be governed by Section
16 of the Lease.


 


2.5
The “Date of Substantial Completion” and “Substantial Completion” of Tenant’s Improvements shall
mean the date on which the Tenant Improvements are substantially complete, except for finishing details, decorative items, minor omissions,
mechanical adjustments, and similar items of the type customarily found in an architectural punchlist, and Tenant may legally occupy
the Premises.


 


3.
Design and Approval of the Tenant Improvements.


 


3.1
Selection of Tenant’s Architect; Construction Drawings.


 


(a)
Tenant shall retain an architect/space planner (“Tenant’s Architect”) to prepare the Construction Drawings.
Tenant’s Architect shall be subject to the written approval of Landlord, which approval will not be unreasonably withheld or delayed.
Tenant shall retain engineering consultants approved by Landlord (the “Engineers”), which approval shall not be unreasonably
withheld or delayed, to prepare all plans and engineering working drawings relating to the structural, mechanical, electrical, plumbing,
HVAC, life-safety and sprinkler work, if any, in the Premises in connection with the Tenant Improvements. The plans and drawings to be
prepared by Tenant’s Architect and the Engineers hereunder shall be known, collectively, as the “Construction Drawings.”


 




    	EXHIBIT D, Work Letter - Page D-3




     


    

 


(b)
All Construction Drawings shall be subject to Landlord’s approval, which approval shall not be unreasonably withheld or delayed.
If available, Landlord shall supply Tenant with a set of drawings of the Building which Tenant may use in connection with the preparation
of the Construction Drawings, but Tenant agrees that Landlord shall have no liability for the completeness or accuracy thereof, and Tenant’s
Architect shall be responsible for performing all necessary field measurements and confirming the completeness and accuracy of such drawings,
as well as the physical limitations of Building systems.


 


3.2
Space Plans. Prior to drafting any Construction Drawings, Tenant shall furnish Landlord with Tenant’s final space plans
for the Premises (“Space Plans”). The Space Plans shall show locations of all proposed improvements, including partitions,
cabinetry, equipment and fixtures, shall identify materials and finishes by location, and shall specify the location of any proposed
structural floor penetrations or reinforcements, the location and extent of floor loading in excess of Building capacity, if any, any
special HVAC requirements, the location and description of any special plumbing requirements, and any special electrical requirements.
In addition, the Space Plans shall show telephone and telecommunications facilities, and computer and electronic data facilities. Tenant
shall deliver initial drafts of the Space Plans for Landlord’s approval within ten (10) days following the date Landlord submits
its proposed plans and specifications for Landlord’s Work to Tenant pursuant to Section 1(b), above. Landlord shall approve or
disapprove the Space Plans by written notice given to Tenant within ten (10) business days after receipt of the Space Plans. Landlord
shall not unreasonably withhold its approval of the Space Plans, provided that, without limiting the generality of the foregoing, Landlord
shall be entitled to withhold its approval of the Space Plans if, in Landlord’s good faith judgment, the proposed improvements
depicted on the Space Plans: (a) do not comply with applicable Laws; (b) are not consistent with the quality and character of the Building;
(c) are likely to adversely affect Building systems, the structure of the Building or the safety of the Building and/or its occupants;
(d) might impair Landlord’s ability to furnish services to Tenant or other tenants in the Building; (e) would increase the cost
of operating the Building; (f) contain or use Hazardous Substances in violation of applicable law; (g) would adversely affect the appearance
of the Building or the marketability of the Premises to subsequent tenants; (h) might adversely affect another tenant’s premises
or such other tenant’s use and enjoyment of such premises; (i) are prohibited by any ground lease affecting the Building, any private
restrictions or any mortgage, trust deed or other instrument encumbering the Building; (j) are likely to be substantially delayed because
of availability or shortage of labor or materials necessary to perform such work or the difficulties or unusual nature of such work;
or (k) are not, at a minimum, in accordance with Landlord’s building standards. Landlord may withhold its approval of the Space
Plans if any one or more of the foregoing situations exist; provided, however, that the foregoing reasons shall not be the only reasons
for which Landlord may withhold its approval, whether such other reasons are similar or dissimilar to the foregoing. If Landlord disapproves
the Space Plans, Landlord shall return the Space Plans to Tenant with a statement of Landlord’s reasons for disapproval, or specifying
any required corrections and/or revisions. Landlord shall approve or disapprove of any revisions to the Space Plans by written notice
given to Tenant within five (5) business days after receipt of such revisions. This procedure shall be repeated until Landlord approves
the Space Plans.


 




    	EXHIBIT D, Work Letter - Page D-4




     


    

 


3.3
Final Working Drawings. Within thirty (30) days following Landlord’s approval of the Space Plans, Tenant shall cause Tenant’s
Architect and the Engineers to prepare and submit for Landlord’s approval complete and detailed construction plans and specifications,
including a fully coordinated set of architectural, structural, mechanical, electrical, plumbing, HVAC, life safety and sprinkler working
drawings for the Tenant Improvement Work, in a form which is sufficiently complete to permit subcontractors to bid on the work (the “Final
Working Drawings”). Tenant shall furnish Landlord with four (4) copies signed by Tenant of such Final Working Drawings. Landlord
shall approve or disapprove the Final Working Drawings by giving written notice to Tenant within ten (10) business days after receipt
thereof. Landlord shall not unreasonably withhold or delay its approval of the Final Working Drawings, provided that, without limiting
the generality of the foregoing, Landlord shall be entitled to withhold its consent to the Final Working Drawings for any of the reasons
specified in Section 3.2 above, or if in Landlord’s good faith judgment, the Final Working Drawings are inconsistent with, or do
not conform to, the Space Plans. If Landlord disapproves the Final Working Drawings, Landlord shall return the Final Working Drawings
to Tenant with a statement of Landlord’s reasons for disapproval and/or specifying any required corrections or revisions. Landlord
shall approve or disapprove of any such revisions to the Final Working Drawings within five (5) business days after receipt of such revisions.
This procedure shall be repeated until Landlord approves the Final Working Drawings (as so approved, the “Approved Working Drawings”).


 


4.
Construction of Tenant Improvements.


 


4.1
Contracts with Tenant’s Contractor and Subcontractors.


 


(a)
Tenant shall retain a licensed general contractor as the contractor for the construction of the Tenant Improvements (“Tenant’s
Contractor”). Tenant’s Contractor must be experienced in the performance of work comparable to the work of the Tenant
Improvements in buildings comparable to the Building, and shall be subject to Landlord’s prior approval, which approval shall not
be unreasonably withheld or delayed. Interior Construction Specialists is pre-approved as Tenant’s Contractor. Landlord reserves
the right to require that any work to be performed on the life-safety, electrical, plumbing, heating, ventilation, air-conditioning,
fire-protection, telecommunications or other Systems serving the Premises (whether such Systems are located within or outside the Premises)
be performed by subcontractors specified by Landlord, provided such reserved right of Landlord shall not apply to the extent that (i)
such specified contractors do not charge commercially reasonable rates or (ii) such specified contractors are not required to perform
such work in order to preserve any warranty then in effect with respect to such Systems.


 




    	EXHIBIT D, Work Letter - Page D-5




     


    

 


(b)
Tenant shall furnish Landlord with true and correct copies of all construction contracts between Tenant and Tenant’s Contractor
relating to the Tenant Improvement Work, provided that Landlord’s review of such contracts shall not relieve Tenant from its obligations
under this Work Letter, nor shall such review be deemed to constitute Landlord’s representation that such contracts comply with
the requirements of this Work Letter. All such contracts shall expressly provide that (i) the work to be performed thereunder shall be
subject to the terms and conditions of this Work Letter, and (ii) the Tenant Improvement Work (or in the case of a subcontractor, the
portion thereof performed by such subcontractor), including all equipment installed as part of the Tenant Improvement Work, shall be
warranted in writing to Tenant and Landlord to be free from any defects in workmanship and materials for a period of not less than one
(1) year from the Date of Substantial Completion; provided, however, no such warranty shall be required with respect to the demolition,
relocation, or construction of clean rooms. Tenant agrees to give to Landlord any assignment or other assurances which may be necessary
to permit Landlord to directly enforce such warranties (such warranties shall include, without additional charge, the repair of any portion
of the Building or common area which may be damaged as a result of the removal or replacement of the defective Tenant Improvements).


 


4.2
Permits. Tenant shall obtain all building permits and other permits, authorizations and approvals which may be required in connection
with, or to satisfy all Laws applicable to, the construction of the Tenant Improvements in accordance with the Approved Working Drawings
(the “Permits”); provided, that Tenant is not required to obtain Permits that would be duplicative of permits obtained
by Landlord for the Landlord’s Work. Tenant agrees that neither Landlord nor Landlord’s consultants shall be responsible
for obtaining any Permits or the certificate of occupancy for the Premises, and that obtaining the same shall be Tenant’s responsibility;
provided, however, that Landlord will cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably
necessary to enable Tenant to obtain any such Permit or certificate of occupancy. Any amendments or revisions to the Approved Working
Drawings that may be necessary to obtain any such Permits, or which may be required by city officials or inspectors to comply with code
rulings or interpretations, shall be prepared by Tenant’s Architect, at Tenant’s expense (provided that to the extent funds
are available, such expense may be reimbursed from the Construction Allowance), and submitted to Landlord for Landlord’s review
and approval as a Change Order under Section 6 below, which approval shall not be unreasonably withheld, conditioned or delayed. If Landlord
disapproves of such amendments or revisions, Landlord shall return the same to Tenant with a statement of Landlord’s reasons for
disapproval, or specifying any required corrections. This procedure shall be repeated until Landlord approves the amendments or revisions
and all Permits have been obtained for the Approved Working Drawings, as so amended. Tenant acknowledges and agrees that Tenant, at Tenant’s
expense (subject to application of the Construction Allowance, to the extent available), is responsible for performing all accessibility
and other work required to be performed in connection with the Tenant Improvement Work, including, but not limited to, any “path
of travel” or other work outside the Premises; provided, however, that Landlord may elect upon written notice to Tenant, to perform
any such work in the common area or elsewhere outside the Premises, at Tenant’s expense.


 




    	EXHIBIT D, Work Letter - Page D-6




     


    

 


4.3
Commencement of Work. At least ten (10) days prior to the commencement of construction of the Tenant Improvements, or the delivery
of any construction materials for the Tenant Improvement Work to the Premises, whichever is earlier, Tenant shall submit to Landlord
a notice specifying the date Tenant will commence construction of the Tenant Improvements, the estimated Date of Substantial Completion,
and the construction schedule provided by Tenant’s Contractor. In addition, prior to the commencement of construction of the Tenant
Improvements, or the delivery of any construction materials for the Tenant Improvement Work to the Building, whichever is earlier, Tenant
shall submit to Landlord the following: (a) all Permits required to commence construction of the Tenant Improvements; (b) a copy of the
executed construction contract with Tenant’s Contractor, in the form previously approved by Landlord (not to be unreasonably withheld,
conditioned or delayed), together with a detailed breakdown, by trade, of the estimated final costs to be incurred, or which have theretofore
been incurred, in connection with the design and construction of the Tenant Improvements, which costs of construction form a basis for
the amount of the construction contract; and (c) true and correct copies of all policies of insurance, or original certificates thereof
executed by an authorized agent of the insurer or insurers, together with any endorsements referred to in Section 4.5 below, confirming
to Landlord’s reasonable satisfaction compliance with the insurance requirements of this Work Letter.


 


4.4
Performance of Work. All work performed by Tenant’s Contractor shall: (a) conform to the Approved Working Drawings; (b)
comply with all applicable Laws (including building codes), all applicable standards of the American Insurance Association and the National
Electrical Code, and all building material manufacturer’s specifications; (c) comply with all rules and regulations from time to
time reasonably adopted by Landlord to govern construction in or about the Building, including the Construction Rules and Regulations;
(d) shall be performed in a good and professional manner, consistent with industry standards applicable to similar buildings in the Salt
Lake City metropolitan area; and (e) be performed at such times and in such manner so as not to unreasonably interfere with the occupancy
of any other tenant of the Building, the performance of any other work within the Building, or with Landlord’s maintenance or operation
of the Building. At all reasonable times during construction of the Tenant Improvements, Landlord and Landlord’s employees and
agents shall have the right to enter the Premises to inspect the Tenant Improvement Work, and to require the correction of any faulty
work or any material deviation from the Approved Working Drawings. Tenant shall not close-up any Tenant Improvement Work affecting the
life safety, telecommunications, heating, ventilation and air conditioning, plumbing, electrical or other Systems in the Premises until
the same have been inspected and approved by Landlord’s agents, such inspection and approval not to be unreasonably delayed. No
inspection or approval by Landlord of any such work shall constitute an endorsement thereof or any representation as to the adequacy
thereof for any purpose or the conformance thereof with any applicable Laws, and Tenant shall be fully responsible and liable therefor.
Tenant shall reimburse Landlord for the cost of any repairs, corrections or restoration which must be made, in Landlord’s good
faith judgment, to the Premises or any other portion of the Building, if caused by the failure of Tenant’s Contractor or any other
of Tenant’s agents, contractors or subcontractors (collectively, “Tenant’s Agents”) to comply with the
Approved Working Drawings.


 




    	EXHIBIT D, Work Letter - Page D-7




     


    

 


4.5
Insurance. At all times during the construction of the Tenant Improvements (and in the case of Products and Completed Operations
Coverage, for 5 years following Date of Substantial Completion), in addition to the insurance required to be maintained by Tenant under
the Lease, Tenant shall require all of Tenant’s Agents to maintain (a) Commercial General Liability Insurance with limits of not
less than $2,000,000 for bodily injury and property damage, including personal injury and death, and Contractor’s Protective Liability,
and Products and Completed Operations Coverage in an amount not less than $1,000,000 per incident; (b) Automobile Liability Insurance
with a policy limit of not less than $1,000,000 each accident for bodily injury and property damage, providing coverage at least as broad
as the Insurance Services Office (ISO) Business Auto Coverage form covering Automobile Liability, code 1 “any auto”, and
insuring against all loss in connection with the ownership, maintenance and operation of automotive equipment that is owned, hired or
non-owned; (c) Worker’s Compensation with statutory limits and Employer’s Liability Insurance with limits of not less than
$500,000 per accident, $500,000 aggregate disease coverage and $100,000 disease coverage per employee. In addition, Tenant shall carry
“Builder’s Risk” insurance in an amount approved by Landlord covering the construction of the Tenant Improvements,
including such extended coverage endorsements as may be reasonably required by Landlord. Tenant’s liability insurance shall be
written on an “occurrence” basis and shall name Landlord, the Holder of any superior lease, superior mortgage and Landlord’s
designated agents as additional insureds (by endorsement reasonably acceptable to Landlord). The “Builder’s Risk” insurance
shall name Landlord and such other parties as Landlord may specify as the loss payee(s) with respect to all proceeds received therefrom.
All of the insurance required to be carried by Tenant hereunder shall provide that it is primary insurance, and not excess over or contributory
with any other valid, existing, and applicable insurance in force for or on behalf of Landlord, shall provide that Landlord shall receive
thirty (30) days’ written notice from the insurer prior to any cancellation or change of coverage, and shall be placed with companies
which are rated A-:XIII or better in Best’s Key Rating Guide and licensed to business in the State of Utah. Tenant’s compliance
with the provisions of this Section shall in no way limit Tenant’s liability under any of the other provisions of the Lease.


 


4.6
Liens. Tenant shall keep the Premises and the Building free from any liens arising out of work performed, materials furnished
or obligations incurred by Tenant. Should Tenant fail to remove any such lien, then Section 8(d) of Lease shall apply. Promptly following
completion of construction, Tenant shall provide Landlord a copy of a final unconditional lien release from Tenant’s Contractor
and each of Tenant’s Agents who performed work or supplied materials for the Tenant Improvements. Upon completion of construction,
Tenant shall promptly record a Notice of Completion in accordance with Utah law and provide a copy thereof to Landlord.


 


5.
Responsibility for Design and Construction Costs.


 


5.1
Construction Allowance. Landlord will contribute to the costs of performing the Tenant Improvement Work, as depicted on the Approved
Working Drawings, to the extent of the lesser of (a) Two Hundred Thousand Dollars ($200,000.00) or (b) the actual cost
for such work (the “Construction Allowance”). Tenant shall pay all costs in excess of the Construction Allowance for
the design and construction of the Tenant Improvements. Except as otherwise specified in this Work Letter, the Construction Allowance
may be applied only to the payment or reimbursement of: (i) architectural fees and costs, (ii) the cost of obtaining Permits and other
similar approvals; (iii) the cost of demolishing, relocating, or constructing Tenant’s clean rooms located on the Project as of
the date of the Lease or included in the Space Plan, and (iv) documented costs of labor and materials incorporated into the Tenant Improvements
(excluding all costs of furnishings, fixtures, equipment, signage and other personal property, including switches, servers, routers and
similar data and telecommunications cabling and equipment).


 




    	EXHIBIT D, Work Letter - Page D-8




     


    

 


5.2
Disbursement of Construction Allowance. Provided that (a) this Lease is then in full force and effect, (b) Tenant is not then
in default of any of its obligations under the Lease beyond any applicable notice or cure period, including, without limitation, Tenant’s
obligations under this Work Letter to perform Tenant Improvement Work in accordance with the Approved Working Drawings and all applicable
Laws, (c) Tenant has satisfactorily completed the Tenant Improvement Work and submitted to Landlord (if applicable and available) (i)
two (2) full sets of blue line “as-built” drawings, together with a CAD disk showing the Tenant Improvements (updated by
Tenant’s Architect as necessary to reflect all changes made to the Approved Working Drawings during the course of construction),
(ii) a written statement from Tenant’s Architect that the work described on any such invoices has been completed in accordance
with the Approved Working Drawings, (iii) properly executed statutory form unconditional mechanics’ lien releases from all of Tenant’s
Agents, (iv) copies of all Permits, licenses, certificates and other governmental authorizations and approvals necessary in connection
with, and indicating final approval of, the Tenant Improvement Work, (v) a statement of total design and construction fees and costs,
and (vi) any other documents reasonably required by Landlord’s lender, and (d) Tenant has commenced business operations at the
Premises, then Landlord shall pay the full amount of the Construction Allowance payable to Tenant hereunder within thirty (30) days following
the full satisfaction of Tenant’s obligations set forth in parts (a), (b), (c) and (d) of this sentence. Tenant shall use commercially
efforts to submit the documents described in clause (c) above to Landlord within thirty (30) days following completion of the Tenant
Improvement Work. If Tenant fails to submit the foregoing documentation to Landlord within twelve (12) months after completion of the
Tenant Improvement Work, Landlord shall have no further obligation to pay the Construction Allowance to Tenant, and Tenant shall be deemed
to have waived any rights to receive the same.


 


6.
Change Orders. Landlord will not unreasonably withhold its approval of (a) any request by Tenant, or by Tenant’s Contractor
with Tenant’s approval, to amend or change the Approved Working Drawings, or (b) any change or amendment to the Approved Working
Drawings that may be necessary to obtain any Permits, or which may be required by city officials or inspectors to comply with code rulings
or interpretations (any of the foregoing, a “Change Order”), provided such Change Order does not diminish the quality
of construction of the Tenant Improvements. Without limiting the generality of the foregoing, however, Tenant acknowledges that it shall
not be unreasonable for Landlord to withhold consent to any Change Order if any of the circumstances listed in clauses 3.2(a) through
3.2(k) of this Work Letter apply. No material changes or modifications to the Approved Working Drawings shall be made unless by written
Change Order signed by Landlord and Tenant. Tenant shall pay all costs attributable to Change Orders, including costs incurred by Landlord
in reviewing proposed Change Orders (provided that to the extent funds are available, such costs may be paid or reimbursed from the Construction
Allowance).


 


7.
Ownership of Tenant Improvements. The Tenant Improvements shall be deemed, effective upon installation, to be a part of the Premises
and the Building and shall be deemed to be the property of Landlord (subject to Tenant’s right to use the same during the Term
of the Lease), and shall be surrendered at the expiration or earlier termination of the Term, unless Landlord shall have conditioned
its approval of the Space Plans, Final Working Drawings or any Change Order on Tenant’s agreement to remove any items thereof,
in which event, prior to the expiration or termination of the Term, the specified items shall be removed at Tenant’s expense, any
damage caused by such removal shall be repaired, and the Premises shall be restored to their condition existing prior to the installation
of the items in question, normal wear and tear excepted. The removal, repair and restoration described above shall be performed by Tenant.


 




    	EXHIBIT D, Work Letter - Page D-9




     


    

 


EXHIBIT
E


 


CONFIRMATION
OF COMMENCEMENT DATE


 


______________,
20__


 


______________________________


______________________________


______________________________


 


	 	Re:	Lease
  Agreement (the “Lease”) dated _____________, 20__, between _____________________, LLC, a _______________
  limited liability company (“Landlord”), and POLARITYTE MD, INC., a Nevada corporation (“Tenant”).
  Capitalized terms used herein but not defined shall be given the meanings assigned to them in the Lease.




 


Ladies
and Gentlemen:


 


Landlord
and Tenant agree as follows:


 


1. Condition
of Premises. Tenant has accepted possession of the Premises pursuant to the Lease. Any improvements required by the terms of
the Lease to be made by Landlord have been completed to the full and complete satisfaction of Tenant in all respects, subject to
latent defects and except for the punchlist items described on Exhibit A hereto (the “Punchlist Items”), and except for
such latent defects and Punchlist Items, Landlord has fulfilled all of its duties under the Lease with respect to such initial
improvements. Furthermore, Tenant acknowledges that the Premises are suitable for the Permitted Use.


 


2.
Commencement Date. The Commencement Date
of the Lease is __________, 2021.


 


3.
Expiration Date. The Term is scheduled
to expire on the last day of the 64th full calendar month of the Term, which date is ______________, 20__.


 


4.
Contact Person. Tenant’s contact
person in the Premises is:


 


1960
South 4250 West


Salt
Lake City, Utah 84104


Attention:
____________________


Telephone:
____- ___-_____


Telecopy:
____- ___-_____


 


5.
Ratification. All
provisions, terms, conditions and agreements set forth in the Lease are reaffirmed, ratified, confirmed and approved in their entirety
and shall remain in full force and effect. Additionally, Tenant further confirms and ratifies that, as of the date hereof, (a)
the Lease is and remains in good standing and in full force and effect, and (b) to Tenant’s knowledge, Tenant has no claims, counterclaims,
set-offs or defenses against Landlord arising out of the Lease or in any way relating thereto or arising out of any other transaction
between Landlord and Tenant.


 


6.
Binding Effect; Governing Law. Except
as modified hereby, the Lease shall remain in full effect and this letter shall be binding upon Landlord and Tenant and their respective
successors and assigns. This letter shall be governed by the laws of the state in which the Premises are located.


 




    	EXHIBIT E, Confirmation of Commencement Date - Page E-1




     


    

 


Please
indicate your agreement to the above matters by signing this letter in the space indicated below and returning an executed original to
us.


 


	 	Sincerely,
	 	 	 
	 	________________________________,
    a 
	 	___________________________________
	 	 	 
	 	By:	                                                                  
	 	Name:	 
	 	Title:	 



 


	Agreed
    and accepted:	 
	 	 
	______________________________,	 
	a,
    _____________________________	 
	 	 	 
	By:	                                                                    	 
	Name:	 	 
	Title:	 	 


 




    	EXHIBIT E, Confirmation of Commencement Date - Page E-2




     


    

 


EXHIBIT
A to CONFIRMATION OF COMMENCEMENT DATE


 


PUNCHLIST
ITEMS


 


Please
insert any punchlist items that remain to be performed by Landlord. If no items are listed below by Tenant, none shall be deemed to exist.


 




    	EXHIBIT E, Confirmation of Commencement Date - Page E-3




     


    

 


EXHIBIT
F


 


FORM
OF TENANT ESTOPPEL CERTIFICATE


 


The
undersigned is the Tenant under the Lease (defined below) between __________, LLC, a __________ limited liability company (“Landlord”),
and the undersigned as Tenant, for the Premises in the industrial building located at 1960 South 4250 West Salt Lake City, Utah 84104,
and hereby certifies as follows:


 


1.
The Lease consists of the original Lease Agreement dated as of __________, 2021, between Tenant and Landlord’s predecessor-in-interest
and the following amendments or modifications thereto (if none, please state “none”): __________


 


The
documents listed above are herein collectively referred to as the “Lease” and represent the entire agreement between the
parties with respect to the Premises. All capitalized terms used herein but not defined shall be given the meaning assigned to them in
the Lease.


 


2.
The Lease is in full force and effect and has not been modified, supplemented or amended in any way except as provided in Section 1 above.


 


3.
The Term commenced on __________, 20__ and the Term expires, excluding any renewal options, on __________, 20__, and Tenant has no option
to purchase all or any part of the Premises or the Building or, except as expressly set forth in the Lease, any option to terminate or
cancel the Lease.


 


4.
Tenant currently occupies the Premises described in the Lease and Tenant has not transferred, assigned, or sublet any portion of the
Premises nor entered into any license or concession agreements with respect thereto except as follows (if none, please state “none”):
__________


 


5.
All monthly installments of Basic Rent, all Additional Rent and all monthly installments of estimated Additional Rent have been paid
when due through __________. The current monthly installment of Basic Rent is $__________.


 


6.
To Tenant’s Knowledge, all conditions of the Lease to be performed by Landlord necessary to the enforceability of the Lease have
been satisfied and Landlord is not in default thereunder. In addition, Tenant has not delivered any notice to Landlord regarding a default
by Landlord thereunder. For purposes of this Estoppel Certificate, the term “Tenant’s
Knowledge” shall mean Tenant’s actual knowledge without any independent investigation and without constructive or
imputed knowledge.


 


7.
As of the date hereof, to Tenant’s Knowledge, there are (a) no existing defenses or offsets or claims or any basis for a claim,
that the undersigned has against Landlord, and (b) no event has occurred and no condition exists, which, with the giving of notice or
the passage of time, or both, will constitute a default under the Lease.


 








8.
No rental has been paid more than 30 days in advance and no security deposit has been delivered to Landlord except as provided in the
Lease.


 






    	EXHIBIT F, Form of Tenant Estoppel Certificate - Page F-1




     


    

 





9.
If Tenant is a corporation, partnership or other business entity, Tenant is a duly formed and existing entity qualified to do business
in the state in which the Premises are located and each individual executing this Estoppel Certificate on behalf of Tenant has full right
and authority to execute and deliver this Estoppel Certificate and that each person signing on behalf of Tenant is authorized to do so.


 


10.
There are no actions pending against Tenant under any bankruptcy or similar laws of the United States or any state.


 


11.
Other than in compliance with all applicable laws and in connection with the permitted use of the Premises, the undersigned has not used
or stored any hazardous substances in the Premises.


 


12.
Tenant is not itself, and is not directly or indirectly owned, controlled or supported by, a “Specially Designated National”
or otherwise designated as a blocked person under any regulation of the Office of Foreign Assets Control, U.S. Department of Treasury
(see: www.ustreas.gov/offices/enforcement/OFAC).


 


13.
All tenant improvement work to be performed by Landlord under the Lease has been completed in accordance with the Lease and has been
accepted by the undersigned, subject to latent defects, and all reimbursements and allowances due to the undersigned under the Lease
in connection with any tenant improvement work have been paid in full. Notwithstanding the foregoing,
Tenant makes no representation or assertion that Landlord’s improvements or repairs were performed in compliance with all applicable
laws.


 


Tenant
acknowledges that this Estoppel Certificate may be delivered to Landlord, Landlord’s Mortgagee or to a prospective mortgagee or
prospective purchaser, and their respective successors and assigns, and acknowledges that Landlord, Landlord’s Mortgagee and/or
such prospective mortgagee or prospective purchaser will be relying upon the statements contained herein in disbursing loan advances
or making a new loan or acquiring the property of which the Premises are a part and that receipt by it of this certificate is a condition
of disbursing loan advances or making such loan or acquiring such property. Notwithstanding the foregoing, Landlord, Landlord’s
Mortgagee and/or such prospective mortgagee or prospective purchaser may not rely on any statements in this Estoppel Certificate known
by them to be untrue. In the event of any inconsistencies between this Estoppel Certificate and
the Lease, the terms of the Lease will control.


 


Executed
as of __________, 20__.


 





	TENANT:	_____________________________________,

                                                                                a
                                            _______________

	 	 
	 	By:	                                                                     
	 	Name:	 
	 	Title:	 


 






    	EXHIBIT F, Form of Tenant Estoppel Certificate - Page F-2




     


    

 





EXHIBIT
G


 


Tenant’s
Permitted Use


 


General
Corporate Office Uses:


 


	 	●	Business
  office space(s) throughout the Premises will be used for general daily corporate operations.
	 	 	 




	 	●	Receipt,
  storage, use, placement, integration and disposal of such items, materials, equipment related to conducting ordinary corporate operations.




 


Biomedical
Research and Development Laboratories and Clinical Laboratories Uses:


 


	 	●	Research
  and development of therapeutics, biologics, devices and cell tissue-based materials.
	 	 	 




	 	●	Receipt,
  storage, use, placement, integration and disposal of such items, materials, equipment related to conducting research on therapeutics,
  biologics, devices and cell/tissue-based materials, including the housing and testing of birds or animals.
	 	 	 




	 	●	Laboratory
  operations and processing on or off-site for medical testing and/or diagnostic efforts and precision fabrication of therapeutics, biologics,
  devices and cell tissue-based materials.




 


Biomedical
Materials Manufacturing Uses:


 


	 	●	Receive,
  recover, store, screen, test, package, process, label, and distribute products related to therapeutics, biologics, devices and cell/tissue-based
  materials.
	 	 	 




	 	●	Contract
  manufacturing services related lo therapeutics, biologics, devices and cell tissue-based materials.




 


Warehousing
and Distribution Center Uses:


 


	 	●	Storage
  of inventories related to manufacturing and distribution operations, including use of relevant storage systems and machinery to conduct
  such operations accordingly.
	 	 	 




	 	●	Maintain
  an inventory of materials, supplies, and goods related to the production of therapeutics, biologics, devices and cell/tissue-based
  materials as well as that research and development required to develop such materials and/or products.
	 	 	 




	 	●	Distribute
  such supplies and goods from inventory to external entities.




 


Preclinical
Research and Development Center and Associated Vivarium Vies:


 


	 	●	Receive,
  store, house, maintain, support, and conduct research and development related to appropriate animal species in compliance with applicable
  regulations and laws.
	 	 	 




	 	●	Receipt,
  storage, housing, use, placement, integration and disposal of such items, materials, birds or animals, or equipment related to conducting
  such forms of pre-clinical research and vivarium-related operations.




 




    	EXHIBIT G, Tenant’s Permitted Use - Page G-1