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**GENERAL TERMS**Hereby, the Lessor grants the Lessee a lease to rent, for commercial purposes, accordingto the articles governing commercial leases, as long as the Lessee fulfills the terms as they areoutlined in articles L. 145-1 et seq. and D. 145-1 et seq. of the Commercial Code as well as theadditional non-amended and non-codified articles of the decree number ° 53-960 of September 30,1953 as well as the texts that follow, the rights and property outlined hereafter.Besides the terms stipulated in this document, the Lessee agrees to respect all obligations andformalities decreed by law and rules as well as the regulations that govern the building(Occupant’s Manual, specific rules for the building, etc). These specifications are considered anintegral part of the present General Terms and will incur the same sanctions.It is further specified that the mention or official inclusion, in the text of the present lease,of laws or regulations that govern commercial leases does not imply recognition by the Lessor ofthe applicability of said statutes to the present lease, and that the Lessee cannot have recourseto said statutes without having fulfilled all applicable terms and conditions.**CHAPTER I — DESCRIPTION, PURPOSE, DURATION****ARTICLE 1 — DESIGNATION**The premises which are the object of this lease are subject to specific terms.The Lessee declares having perfect knowledge of the building and the premises either by havingvisited them or having previously occupied them. The Lessee accepts the premises in their currentstate and scope and may change the premises to suit the needs and requirements of its businessactivity. The Lessor guarantees only that they are suitable for general business purposes.The Lessee accepts the premises that are the object of this lease in the state they are in at themoment they begin occupying said premises.Any error in the designation, contents or size of the premises rented will not justify an increaseor decrease in the rent or the payment of an indemnity from one party to another.The Lessee may not require the Lessor to perform work of improvement, renovation, restoration orrepair of any nature nor any work to bring the premises into compliance even in regard to worknecessary for the exercise of the Lessee’s business activities nor any reduction in rent or paymentof an indemnity for this purpose whether it is at the commencement of this lease, during its termor during its extensions, revisions or renewals.Additionally, the Lessee may not make any requests to later make changes to the rented premisesthat will change their look and environment.**ARTICLE 2 — STATE OF THE PREMISES UPON ENTRY**Both parties will evaluate the = condition of the premises simultaneously upon the Lessee’s entry.This may be accomplished by a designated agent if one of the parties so desires. In all cases thisis done at the expense of the Lessee. The same is true in the case of a predetermination of thephysical condition of the premises.If, for any reason, this inspection of the premises is not completed and particularly if the Lesseefails to complete this step, the premises are considered to have been rented in good repair andcondition in every manner.On the date the premises are available, the Lessor and the Lessee will evaluate the premises inorder to verify that all the various installations within the building are in good working ordersuch as the entrance gates, air conditioning, heating, alarm and elevator.**ARTICLE 3 — PURPOSE- INDIVISIBILITY**The Lessee must use the premises which are the object of the present lease for the exclusive usespecified hereinafter in the Specific Terms, in a peaceful manner and in accordance with articles1728 and 1729 of the Civil Code.**3.1 — Maintenance of contractual use**During the entire term of the lease, the Lessee is required to use the premises for the agreed-uponcontractual purpose to the exclusion of all and any other use.It will keep the specified premises in continuous normal business activity according to theagreed-upon purpose.The Lessee is prohibited from using premises that are business offices for all acts of industrialor artisanal production, retail or wholesale sale of merchandise, as well as any auctions.In premises destined for industrial use (activities, warehousing) the Lessee may engage in allactivities involved in industrial or artisanal production and is prohibited from engaging in theretail or wholesale sale of merchandise as well as any auctions.**3.2 — Indivisibility**The two parties specifically agree the leased premises form a single and indivisible entity.**ARTICLE 4 — DURATION**This lease is approved and accepted for a specific duration as clearest forth in article 28 of theSpecific Terms.Unless specified otherwise in the Specific Terms, the Lessee may end the present lease at the endof each three-year period by delivering notice by the last day of the calendar quarter followingthe deadline in the contract by an extra-judicial act at least six months in advance.The Lessor has the same capability in the situations specified in articles L.145-18, L.145-21 andL.145-24 of the Commercial Code.**CHAPTER II — RENT, EXPENSES AND OTHER FEES**
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**ARTICLE 5 — INITIAL RENT**The present lease is agreed and accepted to include an annual rent not including expenses and taxesas specified in the Specific Terms.To this rent will be added VAT or the rental revenue taxes at the currently applicable rates and/orall other fees or taxes that may serve as substitute or be added other than the charges and taxesdefined below such that the rent remains net and free of all taxes, expenses, fees and costs forthe Lessor.**ARTICLE 6 — RENT INDEXATION**According to law, the rent will change every year on the anniversary date of the lease inproportion to the fluctuations in the National Index of Construction Costs published by theNational Institution of Statistics and Economic Studies, base 100 for the 4th quarter of 1953.The application of the above index clause can in no case cause the rent to decrease to an amountbelow the initial rent.For the first year, the index determined in article 30 of the Specific Terms will be compared tothe index for the same quarter of the next year.For subsequent years, the index used during the previous re-evaluation and the index for the samequarter of the following year will be compared.If publication of the index selected for the annual indexation ceases, this rent adjustment will bedetermined using either a legal replacement index or a new index chosen by common accord betweenthe parties. If no accord can be reached, the parties agree to adhere to the decision of a judicialexpert assigned by a decree from the President of the Superior Court of Paris upon request of themost diligent party and costs incurred will be shared.This contractual rent indexation is an essential term of the present lease and without which thislease is not accorded.Additionally, the current legal revision outlined in article L145-38 of the business code remainsapplicable.**ARTICLE 7 — RENEWAL RENT**In the case of renewal of the present lease, the rent in the new lease will, if no new rent ismutually agreeable, be fixed at the market rate for rents on the day of renewal calculated withreference to the rental prices of new rentals of the same type and also considering constructionand renovation of these rental premises made by the Lessee, all according to explicit agreement indeparture from the provisions L. 145-33 and L. 145-34 of the Commercial Code and 23 et seq. of thedecree of September 30, 1953.In the case of a failure to reach an agreement on the new rent, the two parties hereby agree tofollow, with no appeal, the opinion of an expert assigned by the President of the Superior Court ofParis at the request of the most diligent party., to be rendered within three months of the requestand all expenses and fees will be divided equally between the two parties.**ARTICLE 8 — EXPENSES AND ADDITIONS TO THE RENT**The charges referenced in this article will be prorated either by the surface area rented oraccording to the proportional shares of collective ownership. If the Lessee occupies a portion ofone lot of the cooperative, the share of the charges pertaining to the premises rented will beprorated to the percentage occupied, including private as well as common areas.**8.1 — Expenses**The Lessee must pay or reimburse the Lessor or its agent the expenses or services of any naturepertaining to the rented premises as well as the portion of the expenses or services relative tothe common areas of the building and/or building complex.In particular, these expenses include but are not limited to the following:**•** **for individual services and supplies:** - heating and air conditioning charges  - water, electricity telephone...**•** **for expenses necessary for the proper functioning, cleanliness, maintenance, and repairs tothe building and/or building complex.**     -costs associated with major repairs relevant to article 606 of the Civil Code, such asmaintenance, renovation, repair and replacement of common equipment, roofing, facades, hallways,gardens, and parking areas including those that are necessary because of administrative order,     - costs for the improvement, maintenance, insurance, renovation and replacement of thefurnishings and consumable materials in the common areas,     - salaries and all payroll taxes of the personnel assigned to the building (security staff,cleaning personnel, administrative staff etc...),     -monies advanced to the treasury (working capital...) required by the property manager,administrator or the branches of the Owner’s Union (Cooperative Board) or Renter’s Union     - fees for the management of the building (property manager and/or other agents) and thepremises rented (lessor’s account manager).**•** **for expenses necessary for the protection of the site :** - security costs...,  - costs from installation of enclosures, gates, etc...As a general rule, the Lessee will be responsible for all expenses such that the rent is net of anycharges for the Lessor.**8.2 — Contributions, Taxes and Fees**The Lessor will pay its payroll taxes and social contributions, professional taxes, renter’s taxesand all others expenses of any nature relative to its business to which the tenants are or may besubject such that theLessee will never put the Lessor in the position of being subject to complaint on this issue.Furthermore, the Lessee must reimburse the Lessor for the property tax, the fees for householdtrash removal, street
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sweeping fees, the annual Ile de France office, commerce and warehousingfees, and any new payroll taxes, municipal taxes, fees or other.To this end, the Lessor will invoice the Lessee every quarter for the property tax and thehousehold trash removal fees plus VAT at the applicable rate .More generally, the Lessee will reimburse the Lessor for all present and future taxes and feespertaining to the building such that the rent received by the Lessor is net of any taxes and/orfees.**ARTICLE 9 — PAYMENT METHODS**The Lessee is required to pay at the office of the Lessor or its agent the rent, fees, taxes andadditional expenses four times per year before the dates of January 1, April 1, July 1 and October1 of each year.Fees and additional expenses will be invoiced to the Lessee every quarter and will be updated asnecessary including VAT at the applicable rate.In order to facilitate payment of rent and all sums due to the Lessor or its agent according to theterms of this lease, the Lessee will transfer the monies directly into the account of the Lessorwho has provided it with the necessary banking information upon signing this lease.**ARTICLE 10 — SECURITY DEPOSIT**Upon signing the present lease a sum equal to one quarter of the annual rent including all taxeswill be paid by the Lessee to the Lessor as a security deposit for all expenses and terms of thelease.The Lessor will return this sum to the Lessee within 3 (three) months of the end of the leasesubject to compliance with all the stipulations of article 18 of the General Terms and afterdeduction of all sums that might be due to the Lessor for any reason including sums due forcompensation.The Lessor will return the security deposit to the Lessee after all deductions have been made forexpenses, taxes and fees not yet entered into account.The Lessor will draw up a final account statement based upon the true expenditures.In the case of termination of this lease due to the Lessee not fulfilling its contractualobligations, the Lessor will keep the security deposit as reimbursement for damages withoutprejudice to all other sums that may be have been or may be due such as unpaid rent and all othersums that the Lessee might owe the Lessor.In case of revision or change in the amount of rent this security deposit will be readjustedproportionally to reflect the new rent in order to maintain the sum of the security deposit asone-quarter of the annual rent including all taxes and fees.During the course of the lease, the Lessor has the right to withdraw from the security deposit,without notice, the amount of rent due and any sums that might be due for any reason. The Lessormay, according to article 1253 of the Civil Code and notwithstanding any imputation against this bythe Lessee, first withdraw monies for payment of penalties, interest and fees that have accrued dueto unpaid sums, then withdraw for the oldest arrears, taxes and fees, then withdraw for unpaid rentdue by the Lessee. In all cases the Lessee will be required, at the first request to do so andwithin less than fifteen days at the latest, to pay the amount of money necessary to ensure thatthe net amount of the security deposit again equals three months’ rent including all taxes.It is hereby specifically agreed that, as appropriate, the Lessor may use any sums earned as itsees fit and have all rights to it in conformity with articles 2333 et seq. of the Civil Code.In exception to the authorization of article 2341 paragraph 1 of the Civil Code, the Lessor is notrequired to segregate the security deposit.Finally, contrary to the dispositions of article 2345 of the Civil Code, the security deposit willnot accrue interest that may be used to offset the sums due from the Lessee to the Lessor.**ARTICLE 11 — DELAYS IN PAYMENT**In case of non-payment 15 days after the due date, and if a second request is not successful, theLessor has the right to demand a 10% surcharge on the sums due, to which will be added thecontractual interest calculated at the monthly rate of the money market plus 3 points (T4M + 3),with all months which have been started being included.Also, the Lessee is responsible for any expenses incurred by the Lessor to oblige the Lessee tofulfill its obligations.**CHAPTER III — OTHER CLAUSES AND CONDITIONS****ARTICLE 12 — GENERALS TERMS OF USE****12.1 Furnishing the Premises**The Lessee is required to keep the premises continually furnished during the entire duration of thelease with furniture and materials that are of sufficient value and quality in order to assurepayment of the rent, charges and fees and also to ensure the terms and expenses of the presentlease. The Lessor has the right to verify on-site said furnishings.In case of a loss, the Lessee temporarily assigns all sums that are due to the Lessee by theinsurance company or companies to the Lessor until lost or damaged equipment, furniture andfixtures are replaced. To this end, this lease acts as a transfer of the guarantee to the Lessor ofall insurance funds due to the Lessee and if necessary this present lease is adequate proof of thetransfer of the insurance.**12.2 — Respect of the building’s regulations.**The Lessee must respect the rules and responsibilities of the building and/or cooperative, therules of occupancy, the Occupant’s manual and all documents that outline the governance of thegroup of building as well as those imposed by the Owners’ Association and all other associationsthat may be established by the owners and/orrenters in the building or neighboring buildings (if applicable) in the future. The Lessor willcomply with any future changes made by the Lessor in these documents.
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The Lessee may not place or store anything in the building’s common areas; they must remain freelyaccessible at all times.The Lessee is prohibited from bringing flammable or explosive material, or material that endangersthe safety of the building, into the rented premises. The Lessee may not use gas in any form.The Lessor does not make any guarantees about the temperature of the premises or about theperformance of the heating and/or air conditioning units that may exist in the premises. The Lesseemay not make any claims of any such deficiencies.The same applies to temporary cession or reduction in the collective utilities such as water,electricity, telephone, heat, etc... for reasons of maintenance, repair, replacement, supplyproblems or cut-off, breakdown, strikes or all other causes of any duration.If the rented premises are located in a multi-building complex and if there is a restaurant withinthe complex that provides food service for the businesses in the complex, the Lessee is obliged tojoin that restaurant and pay the dues in a timely manner.**12.3- Signage, antennas and satellite dishes**The Lessee may not install any signs, plaques, logos, stickers, antennas, satellite dishes,awnings, shutters, reflective films, lighted signs or any installation that will change theexterior aspect of the building in either the private or common areas without prior writtenapproval from the Lessor and the Owners’ Association.If the Lessee does not respect this condition, the Lessor has the right to require the Lessee, itsexpense, to restore the premises to their original state or to have an approved company do so forit.In all cases, regardless, the Lessee is required to restore the premises to their original state atthe end of the lease.Additionally, the Lessee will pay special attention to obtain all necessary authorizations, pay allfees and insurance as required so that the Lessor is never subjected to complaint on this issue.The Lessee must maintain these installations in good condition, and is solely responsible for anyaccidents they might cause.**12.4 — Neighborhood disturbances**The Lessee will take all precautions necessary so that the exercise of its commerce and theactivities of its business do not cause any detriment to the maintenance, peace, proper andappealing appearance of the building and assumes complete responsibility on this subject.It is not permissible to have noisy, dangerous, or bothersome equipment or to have an animal, evena pet, which might be bothersome or annoy the neighbors. No unpleasant odors may emanate from thepremises.If equipment or instrumentation is used that may cause problems for the neighbors to receivetelevision or radio waves, the Lessee must remedy this situation quickly so that the Lessor isnever subjected to complaint on this issue.**12.5 — Parking and traffic flow**The Lessee may not modify its parking spaces in any manner except to place a sign, with consentfrom the Lessor.The Lessee will use its parking spaces solely for the parking of cars and for no other use (repair,washing, storage...), and must continually maintain the spaces in a perfect state of safety andcleanliness.The Lessor is in no case and in no manner responsible for theft, damage, or accidents involvingvehicles (and their contents) that might occur directly or indirectly to the Lessee whether thevehicle is the property of the Lessee, its employees or customers. The Lessee hereby declares theLessor not responsible and will oblige its insurer to renounce all recourse against the Lessor.**13 — WORK****13.1 — Work at the initiative of the Lessee**Before occupying the premises as well as during the duration of the lease, the Lessee may notcommence construction projects in the premises that might change the purpose/function/occupancy/useof the building or damage its structural integrity. Also, the Lessee may not exceed the weightlimit for the floors, otherwise the Lessee will be responsible for all disturbances or accidents.The Lessee may not break through any walls or floors, install any tiling or durable flooring,perform any demolition, change weight bearing, install any machinery not matter what the source ofpower may be, without the prior, specific and written consent of the Lessor.If authorization is granted, the work must be done at the exclusive expense, risk and peril of theLessee in compliance with current standards and under the supervision of an architect orengineering consulting company selected by the Lessor and whose fees will be paid by the Lessee.The Lessee agrees, before any work is done in the rental premises by any company, to insure thatthese companies will follow all regulations, especially those concerning asbestos.The Lessee will personally take care of all and any claims that might arise from this work and willguarantee that the Lessor is never subjected to comment or complaint on this issue.**13. 2 — Work at the initiative of the Lessor**The Lessee must permit all work within the building or rented premises, specifically those ofmodification, rebuilding, elevating, enlarging, improvement or others, that the Lessor decides isnecessary to complete during the course of the lease on the building or the premises, even if thiswork causes the building or premises to become temporarily inaccessible, without any compensationor decrease in rent, no matter what the duration or nature of the work, even if it exceeds fortydays, provided that the physical disturbances caused by the workdo not hinder the normal execution of the Lessee’s business activities.
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The Lessee must facilitate all access to the premises needed to complete the study or repair ofleaks or disorder in the large work project.**13.3 — Work at the initiative of a third party**The Lessee will tolerate without compensation from the Lessor all work that is completed elsewherein the building or in the road or sidewalk even if this work disrupts the Lessee ‘s businessactivities and even if this work exceed forty days.**13.4 — Work required of the Lessee**13.4.1 — General provisionsThe Lessee will occupy and utilize these premises in a responsible and diligent manner., and willcontinually keep the premises and their fittings in a good state. The Lessee will be responsible,at its own expense, among other things, for all repairs, rebuilding, and replacement no matter whattheir nature or scope, when they are useful and necessary, and as they become useful and necessary,with the exception of the work and upgrades relevant to article 606 of the Civil Code, with noother exception or reserve. This includes work necessary due to dilapidation, force majeure, orthat required by the government, laws or regulationsThe Lessee is obliged but is not limited to, the following:     - maintain and if necessary, replace all specific equipment (air conditioning, ventilation,electric installations, telephone...) in conformity with the applicable codes and keep them inperfect working order,     - execute at its own costs, all replacement of meters and all modification to the connectionor installation that might be required by any utility or distribution company,     -maintain and, if necessary, replace, the locks, shutters, and roll-up steel shutters, andkeep them in a perfect state of cleanliness, maintenance and working order.     -maintain and, if necessary, replace the floor coverings and repair any stains, burns, ripsand all general wear.     - maintain the paint and wall coverings by having them repaired or redone every time it isnecessary.- if the Lessee leases the entire building, it must maintain or be responsible for the maintenanceof the exterior facade of the building. If the Lessee only leases a portion of the building it mustreimburse the Lessor its portion of the maintenance or renovation of the building’s facades.Similarly, the Lessee will reimburse the Lessor the cost of all work of any nature or size,including repair or replacement, which is completed in the common areas of the building or buildingcomplex or the work that is completed by the Lessor in the place of the Lessee to mitigate thelatter’s default.The Lessee is responsible for all damage that is caused by its misuse of occupancy of the premiseseven if this damage is caused by a third party. It must not, in any case, neglect to take action orlet the damage continue to adversely affect the premises and the Lessee must immediately notify theLessor of all damage or deterioration that occurs in the rented premises.13.4.2 — Work required by the administration, law or regulationsThe Lessee is personally responsible during the entire duration of the lease for ensuring that thepremises conform to standards and are constantly maintained in compliance with all current andfuture administrative and police regulations, particularly those governing establishments open tothe public.The Lessee is also required to obtain all authorizations necessary according to current and futureregulations governing its business activity in the rented premises.It will comply with all the recommendations and injunctions imposed by the labor inspector, safetyand hygiene commission and all other applicable administrative services such that the Lessor isnever subjected to complaint on this issue.It is also hereby agreed that if at any time the administration or any other authority shouldrequire that the premises that are the object of this lease be modified because of the activity ofthe Lessee and even if this requirement is the result of a case of force majeure, all expenses andconsequences of these modifications, improvements and adaptations will be entirely theresponsibility of the Lessee. This work must be completed by its required deadline so that theLessor is never subjected to complaint for any reason whatsoever.This work, no matter what its nature, must be executed according to the terms outlined in Article13 of this lease under penalty of termination the lease.In the case of expropriation in the public interest as well as in the case of a sale within thecontext of expropriation in the public interest, the Lessee may not make any claims against theLessor; the Lessee may make claims only against the expropriator or the transferee.13.4.3 — Lessee’s failure to execute required workThe work executed or due to be executed by the Lessee is subject to inspection by the Lessor or itsrepresentative.If the Lessee fails to complete work that is incumbent upon it and after one month of unsuccessfulwarnings to comply, the Lessor may step in and have the work completed by any company it selects,at the exclusive expense of the Lessee, without prejudice to the Lessor’s ability to apply thetermination clause found hereafter, and all expenses that arise from the damage caused by theLessee’s neglect to comply with the present clause and those that are due to this process are alsoits sole responsibility.**13.5 — Cleaning and maintenance contracts**In order to provide for the continual upkeep, safety and endurance of the building, the Lesseemust, at the choice of the Lessor, either subscribe to and renew all current cleaning andmaintenance contracts for the premises and their installations and provide a copy to the Lessorwithin one month of occupying the premises and every year thereafter, or reimburse the Lessor forthe costs of the contracts that the Lessor continues to maintain.The Lessee must verify, annually and at its expense, the proper workings and compliance withregulations of all installed fire-prevention equipment serving its premises bya company approved by the Plenary Association of Fire Insurance Companies.The Lessee will comply with all recommendations made in these reports and will ensure that any worknecessary for compliance is completed.
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In the event of failure to comply with the above clauses within the time limits provided, theLessor may subscribe to the above-mentioned contracts with companies it selects and require theLessee to reimburse it for these costs.**13.6 — Asbestos**The Lessee acknowledges having received before this date, the asbestos technical documentationdrawn up at the initiative of the Lessor in compliance with the laws and regulations applicable onthe date of this lease.If the Lessee requests authorization from the Lessor for work to be completed and if the Lessorgives approval, the Lessee must have, at its expense, a regulatory asbestos investigation beforeconstruction is started. This construction must be completed, and any other work necessary becauseof the presence of asbestos, whether it is to confine or remove the asbestos, and because theLessee requested the work, it is entirely responsible for it and all costs associated with it. Ifsuch a situation should arise, it is incumbent upon the Lessee to be sure to verify that allapplicable legal and statutory obligations are scrupulously followed such that the Lessor is neversubjected to complaint on this issue.**13.7 — Transfer**All the work, embellishments, improvements, installations and constructions of any nature completedby the Lessee, including that required by legislation or regulations, will become, at the end ofthis lease, the property of the Lessor without compensation or prejudice to the Lessee. The Lesseeis also responsible for restoring, at its expense, the premises to their original condition whetheror not the work was initially authorized by the Lessor or not..The Lessee is not permitted to dismantle or remove said fixtures, installations or improvementswhether they were initially authorized by the Lessor or not, without the permission of the latter.**13.8 — Restoration of the premises**One month before the end of the lease, the Lessee must inform the Lessor by registered mail withreturn receipt of the date of its departure and provide its new address.Before any removal, even partial, of furniture or material, the Lessee must have paid all of itsrent and fees for which it is responsible, and prove its payment with receipts for the current yearas well as past years.**§ 1 — Condition of the premises before and at the end of occupancy**The Lessee must, by the date of the end of the lease at the latest, restore the premises to goodcondition and repair.The Lessor can proceed with the evaluation of the condition of the premises at shared cost.In all cases there will be, at the expense of the Lessee, a simultaneous inspection of the premisesto establish their condition upon the exit of the Lessee at the request of the Lessor. The Lessormay have its portion completed by an agent.This determination of the condition of the premises will be completed on a date to be agreed uponby both parties and at the latest on the date of this lease’s expiration.**§ 2 — Exit work**If the condition of the premises upon exit reveal that it is necessary for and the responsibilityof Lessee to complete some work, the Lessee must, within thirty days, approve or provide commentson estimates the Lessor has provided. The Lessor may elect to have its own service provider or anyother company complete the work.If the Lessee does not respond or unjustifiably contests the work before the deadline is reached,the estimates provided by the Lessor may not be contested by the Lessee and will be consideredaccepted by them.If the estimates for restoring the premises back to their original condition meet with approval,the Lessee must pay the Lessor compensation equivalent to the amount of the restoration workwithout delay.Furthermore, if this work cause the premises to be unusable for one month past the end of thelease, the Lessee must pay the Lessor an indemnity equivalent to the last month’s rent.**ARTICLE 14 — VISITING THE PREMISES****§1 — Visitation during the period of the lease**The Lessee will allow the Lessor, its representative, its architect or engineering firm and allother technicians and workers to enter into the premises and inspect their condition as long as atleast 48 hours’ notice has been given.These visits may occur only during normal office hours Monday through Friday. They should notdisturb the activity of the Lessee.The Lessee will also allow any necessary work to be completed and will allow the workers completingthis work entry into the premises.**§ 2 — Visitation during the period of right of rescission**Should the lease be terminated during the period of right of rescission, the Lessee must allow thepremises to be visited by the Lessor, its representative and potential new tenants provided that atleast 24 hours’ notice was given. The visits will only take place during normal office hours Mondaythrough Friday. They should not disturb the activities of the Lessee.If necessary the Lessee will allow the posting of signs in places of the Lessor’s choosing to helpthe search for a new tenant.**§ 3 Visit in case of sale of the building or of the rented premises.**In case of the sale of the premises or building, the Lessee must allow the Lessor, itsrepresentative, its technicians or potential buyers to visit at any time provided at least 24hours’ notice was given. The visits may occur only during office hours Monday through Friday. Theyshould not disturb the activities of Lessee. If necessary, the Lessor
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may affix, with thepermission of the Lessee, in any location selected, brochures, signs, announcements or etc...forthe purpose of finding a buyer.**ARTICLE 15 — RISKS, INSURANCE AND RECOURSE****15.1 — Lessor’s insurance**The Lessor will guarantee the financial consequences of its third-party liability that may occuras owner.The Lessor will guarantee its real estate property as well as all related furnishings and equipmentthat are within the premises at the beginning of the lease. This will include insurance againstfire, explosion, storms and water damage.Additionally, the Lessee will reimburse the Lessor for the insurance premiums paid by the Lessor asannexed to this lease. To this end, the Lessee is required to advise the Lessor by registered mailof any additional risks that might occur due to its occupation or activities in the premises, aswell as all modifications made to them subsequently, and also to pay any additional premiums thatmight thus result for the Lessor..If the business activity of the Lessee causes additional insurance premiums either for the owner orfor the neighbors or other tenants, the Lessee must reimburse these parties for the amount of theadditional premiums**15.2 — Lessee’s insurance**The Lessee will guarantee, with a reputable insurance company, the financial consequences,corresponding to its third-party liability, which it might incur due to its business activities,notably with regard to neighbors and third parties in general.The Lessee will guarantee, with a reputable insurance company, its property and t furnishingsagainst all insurable risks, notably the risk of fire, explosions and water damage.The Lessee will purchase insurance against loss of business and broken glass upon commencingoccupancy of the rented premises.The Lessee will maintain and renew these insurance policies, pay the premiums and dues regularlyand be able to provide proof of such insurance to the Lessor upon request, at each anniversary dateof the lease, and for the first time upon signing this lease.**15. 3 — Waiver of Recourse**The Lessee and its insurers waive their right of recourse to the Lessor and its insurers in case ofcomplete or partial destruction or deterioration of all and any material, furniture andmerchandise, no matter what value, that is due to problems with or deprivation of occupancy of thepremises. This includes complete or partial loss of business and/or business assets including theintangible elements associated with this business.The Lessee is required to cancel this clause with its insurers.In return, the Lessor and its insurers waive all their rights to recourse that they might haveagainst the Lessee and its insurers in case of accidental loss covered by insurance policies.**15.4 — Destruction of the rented premises**Notwithstanding articles 1722 and 1741 of the Civil Code, it is agreed as follows:In the case of complete destruction of the premises, or any other event which affects the rentedpremises or another portion of the building such that complete evacuation of the building isnecessary, no matter what the duration, the lease can be terminated in all rights at the request ofthe Lessor or Lessee without any compensation from one party to the other.The aforementioned stipulations are applicable no matter what the original cause of the destructionor evacuation.**ARTICLE 16 — TRANSFER**Other than the exceptions noted in the Specific Terms, it is prohibited to transfer the presentlease except in totality to the purchaser of the entire business activities of the Lessee or to thebeneficiary of a contribution or merger, after prior approval of the Lessor, which must be invitedto be a party to the document and subject to notification as specified in article 1690 of the CivilCode.In case or transfer of the Lessee’s business, the Lessor may refuse only for justified andlegitimate reasons such as the reputation of the transferee (in the case in which the transfereewishes to utilize the rented premises under a company name different than the one used by theLessee) and its solvency. The transferee must fulfill the four following criteria: a net positivefinancial situation, debt ratio (debts to equity) less than 50%, positive operating income,positive cash flow.Any transfer or contribution which does not comply with the previous paragraph may lead to thetermination of this lease.Furthermore, even after transfer or contribution, the Lessee is still guarantor and co-debtor insolidarity with its transferee and all subsequent transferees or beneficiaries for the payment ofthe rent and fees and in general as well as for the execution of the clauses and terms of thelease.Similarly, all transferees or beneficiaries will also be guarantor and co-debtor jointly with thetransferor or grantor for payment for all sums due to the Lessor by virtue of this lease as well asthe execution of all clauses and terms thereof.The preceding stipulations are applicable in all cases of transfer in the rights to this lease inany form, particularly when the lease rights are given to another company and they must be listedin the transfer, contribution or merger document.In all cases, the Lessee must provide the Lessor, at no expense to the latter, a copy of thetransfer, and contribution or merger documents within one month of their signature.**ARTICLE 17 — SUBLETTING, LEASE-MANAGEMENT, DOMICILIATION**
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Unless otherwise specified in the Specific Terms, the Lessee may not rent out its businessactivity. Also it is not permissible to place a third party in the rented premises, even if thereis no rent charged.All sub-letting, whether partial or complete, is not permitted.**ARTICLE 18 — OCCUPATION OR HOLDOVER OF THE PREMISES AFTER THE END OR TERMINATION OF THE LEASE**Should, after the term of this lease or upon its termination, the premises not be returned to theLessor on the required date, unoccupied and free from all obstructions, there will be a dailyoccupation fee due from the Lessee or its beneficiaries until restitution. This compensation willbe equal to the last daily rental rate under this lease plus 50%, any expenses and fees will alsobe added as well as the VAT at the applicable rate.This compensation will also be due to the Lessor after the departure of the Lessee for the timenecessary to have the premises restored to the condition agreed upon in this lease, if the Lesseedid not already do so before its departure.In addition, in the same situation, the Lessor will keep the security deposit as a non-negotiablepenalty and the Lessee will be responsible for any court fees, all without prejudice to all otherdamages.**ARTICLE 19 — LEGAL MODIFICATIONS**The capacity of the parties being a determining factor in the lease, the Lessee is required tonotify the Lessor if there are any changes in its name, company structure, headquarters or if thereare collection proceedings being taken against it.If there are co-lessees on this lease or in the case of the death of the Lessee, the obligations ofthe co-lessees or heirs are considered indivisible and joint for the payment of rent and expensesas well as the execution of the clauses and terms of this lease.The heirs are responsible for, among other things and under the same terms, the costs ofnotification as noted in article 877 of the Civil Code.**ARTICLE 20 — REGISTRATIONS**Not applicable.**ARTICLE 21 — TERMINATION CLAUSE**If any sum relating to this lease is not paid by its required deadline, even if for penalties orthe cost of prosecution, or arrears in rent due to a revision or an indexation, or compensation foroccupation, or in the case of the non-performance of any of the essential clauses of this lease,and if this sum remains unpaid one month after a request for payment was sent, the Lessor has fullrights to terminate this lease if it so desires without any formal action.If necessary, the urgent applications judge shall be competent to order the eviction of the Lesseeand to impose the penalties outlined in the occupation compensation provision in article 18 abovewithout prejudice to other clauses in the present lease and all other damages.Should the Lessee obtain a grace period from the judge in order to pay arrears in rent, fees orother expenses, it is hereby agreed, if the Lessor so chooses, that the termination clause hasirrevocably been engaged and not just in the case of the non-respect of a deadline but should thereagain occur non-payment of rent, expenses and fees during this grace period, the Lessor mayterminate this lease without any other notice other the Lessee having been put on notice simply bythe signing of this lease.**ARTICLE 22 —CONDITIONS SUBSEQUENT AND CONDITIONS PRECEDENT**If the Specific Terms listed below contain one or more conditions subsequent or precedent, theyare governed by the general stipulations that follow.22.1 — In the case of a condition precedent, the lease will not take effect until the date thelast condition is fulfilled, within the agreed-upon deadline or the specific waiver, within thesame deadline, of all or part of the conditions (terms), by the party that had exclusive interestin these conditions being met.If all or parts of the conditions are not fulfilled, with the exception of waiver by the beneficialparty as specified in the preceding paragraph, the lease will be considered retroactively null andvoid.22.2 — In the case of a condition subsequent, the lease will be terminated with all rights at theend of the deadline by which the condition should have been fulfilled, and the eviction of theLessee can proceed by the President of the Superior Court of Paris ruling in an interim proceeding,without prejudice to any damages.**ARTICLE 23 — VAT LIABILITY**The Lessor declares having chosen to collect the VAT for this lease, and the Lessee is also inagreement. This tax will be paid by the Lessee as well as all other taxes that are substituted oradded.**ARTICLE 24 — DOMICILIATION**For the execution of this lease and its consequences, the Lessee has elected to have itsdomiciliation be located in the rented premises and the Lessor’s domiciliation is at itsheadquarters.**ARTICLE 25 — COSTS**All costs, charges and fees for the present lease as well as those that become due later orconsequently to this lease, will be the responsibility of the Lessee, which expressly agreesthereto.
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**SPECIFIC TERMS****ARTICLE 26 — DESIGNATION**The premises consist of :**1./ Building****:**39 Rue Crozatier75012 PARIS2./ Description of the premises : an R+7 building (ground floor plus seven floors) ofapproximately 1,610 m 2 as well 228 m 2 of basement file storage   Parking: **Twelve covered spaces at 39 Rue Crozatier,**