Exhibit
10.22


 


SUBLEASE

AGREEMENT

BETWEEN THE MIDLAND DEVELOPMENT

CORPORATION AND AST & SCIENCE, LLC


 


THIS
SUBLEASE AGREEMENT (“Sublease”) is made and effective this 13th day of November, 2018, by
and between the Midland Development Corporation (“MDC” or “Landlord”), a Type A corporation
existing under the authority of Chapter 504 of the Texas Local Government Code, and AST & Science, LLC, a Delaware limited
liability company (“Lessee”).


 


RECITALS


 


WHEREAS,
the City of Midland, Texas (“City”) owns and operates Midland International Air & Space Port (the “Airport”)
at which Lessee desires to locate its corporate headquarters satellite manufacturing, antenna site and network operations center;
and


 


WHEREAS,
MDC has leased from City certain existing hangar space and land at the Airport, which is further described herein; and


 


WHEREAS,
MDC and Lessee desire to set forth the terms and conditions under which Lessee will sublease said existing hangar space and land
from MDC for purposes of said business;


 


WHEREAS,
MDC and City have executed a second amendment that certain Commercial Hangar Lease Agreement, dated July 10, 2012. Said second
amendment being attached hereto as Exhibit A and incorporated herein for all purposes; and


 


WHEREAS,
MDC and Lessee will simultaneously with the execution of this Sublease, enter into an Economic Development Agreement (the “Development
Agreement”, which is attached hereto as Exhibit B and incorporated herein for all purposes)


 


NOW,
THEREFORE, for and in consideration of the covenants and conditions herein stated, City and Lessee agree as follows:


 


The
Recitals above are incorporated into, and made part of, this Sublease for all purposes.


 


LEASE
INFORMATION


 


Lessee:
AST & Science, LLC


 


Lessee
Address: Abel Avellan, Chairman and CEO at 1111 Brickell Ave., Ste. 1100, Miami, FL 33131


 


Telephone:
1-305-913-7106


 


Landlord:
Midland Development Corporation


 


Landlord’s
Address: at 200 N. Loraine Street, Suite 610, Midland, TX 79701 City Manager, P.O. Box 1152, 300 North Loraine, Midland, Texas
79702


 


Telephone:


 


Lessee’s
Proportionate Share of the Leased Premises: 100%


 


Lessee’s
Proportionate Share of the Spaceport Business Park (the “Park”): TBD


 


Security
Deposit: One Hundred Fifty Thousand and No/100 Dollars ($150,000)


 




    	 



     


    

 


Article
1.

GRANT OF LEASE


 


	1.01	Leased
                                         Premises: MDC agrees to lease to Lessee Hangars S-11A and S-11B, and Tracts 4-A and
                                         4-B, located in Lot 1, Block 13, Industrial Park Regional Air Terminal, Unit 12, Midland,
                                         Midland County, Texas, and being more particularly described on Exhibit C
                                         attached hereto and incorporated by reference. Hangars S-11A and S-11B, and Tracts 4-A
                                         and 4-B, are hereinafter collectively referred to as the “Leased Premises.”
                                         The parties hereby agree that any adjacent real property MDC subsequently leases from
                                         City through an option agreement may be included as part of the Leased Premises upon
                                         written approval of such inclusion by both parties. Any such real property included as
                                         part of the Leased Premises shall be subject to the terms and conditions of this Sublease.
	 	 
	1.02	Easements:
                                         This Sublease shall be subject to such easements, rights-of way, drill sites, or other
                                         rights or reservations affecting the Leased Premises which are of record or are clearly
                                         visible as of the date of this Sublease, or which are shown on Exhibit C.
	 	 
	1.03	Acceptance
                                         of Leased Premises: Subject to the requirements of Article 6.01, BY EXECUTING
                                         THIS SUBLEASE LESSEE AGREES AND ACKNOWLEDGES THAT LESSEE IS TAKING OR LEASING THE LEASED
                                         PREMISES “AS IS” WITH ANY AND ALL LATENT AND PATENT DEFECTS AND THAT THERE
                                         IS NO WARRANTY, EXPRESS OR IMPLIED BEING MADE BY THE MDC OR CITY THAT THE LEASED PREMISES
                                         ARE FIT FOR A PARTICULAR PURPOSE. LESSEE ACKNOWLEDGES, BY EXECUTING THIS SUBLEASE,
                                         THAT LESSEE IS NOT RELYING UPON ANY REPRESENTATION MADE BY MDC OR CITY WITH RESPECT TO
                                         THE CONDITION OF THE LEASED PREMISES (INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL,
                                         AND GEOLOGY), BUT IS RELYING UPON LESSEE’S EXAMINATION OF THE LEASED PREMISES.
                                         LESSEE ALSO RECOGNIZES BY EXECUTING THIS SUBLEASE THAT LESSEE IS AGREEING TO ACCEPT THE
                                         LEASED PREMISES “AS IS,” THAT LESSEE AGREES TO MAKE LESSEE’S
                                         OWN APPRAISAL OF THE LEASED PREMISES AND TO ACCEPT THE RISK THAT LESSEE MAY BE WRONG.
                                         MDC GIVES NO ASSURANCES, EXPRESS OR IMPLIED CONCERNING THE VALUE OR CONDITION OF THE
                                         LEASED PREMISES. IN NO EVENT SHALL THE LESSEE OR LANDLORD HAVE A RIGHT TO RECOVER CONSEQUENTIAL
                                         DAMAGES. THEREFORE, LESSEE WILL TAKE THE LEASED PREMISES UNDER THE EXPRESS UNDERSTANDING
                                         THE LEASED PREMISES ARE ACCEPTED “AS IS” AND WITH ALL FAULTS, EXCLUDING
                                         EXPRESS OR IMPLIED WARRANTIES. FURTHER, LESSEE COVENANTS AND AGREES THAT MDC HAS NOT
                                         MADE, DOES NOT MAKE, AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, COVENANTS
                                         OR GUARANTEES OF ANY KIND WHATSOEVER REGARDING THE DISPOSAL OR EXISTENCE OF ANY HAZARDOUS
                                         SUBSTANCE, AS DEFINED BY THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND
                                         LIABILITY ACT, AS AMENDED, OR APPLICABLE STATE LAWS.



 






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Article
2.

TERM OF SUBLEASE


 


	2.01	Sublease
                                         Term: The term of this Sublease shall commence on November 21, 2018, and terminate
                                         on November 20, 2033, (the “Sublease Term”) unless terminated earlier
                                         pursuant to the provisions of this Sublease.



 


Article
3.

RENT


 


	3.01	Amount
                                         of Base Rent:



	Basic
    Rental (“Base Rent”): 

    Months 1-12	$15.00/SF
                                         for Office Space (44,988 sq. ft.)

        $
        9.00 /SF for Hanger A (28,480 sq. ft.)

        $
        7.00 /SF for Hanger B (11,900 sq. ft.)

        $
        0.45/SF for Land Lease

        (Approximately
        238,000 square feet of additional land, as determined by a future mutually-approved survey, which is incorporated herein
        by reference.)



 


Lessee
will pay Landlord the Base Rent of Eighty One Thousand Three Hundred Eighty-Seven and No/100 Dollars ($81,387.00) per month plus
CAM charges (defined herein) on or before the 10th business day of each month as a fixed rent for the next month’s rent.
Rent for any fractional month at the beginning or end of the Sublease Term will be prorated on a per-day basis (also see Article
15 below).


 


It
is agreed and understood that provision must be made herein for an adjustment of rentals annually. Therefore, as of November 1,
2019, all payments made by Lessee to MDC shall be increased only in the same proportion or percentage by which the cost of living
has been increased as reflected by the Consumer Price Index for All Items, as maintained by the United States Government’s
Department of Labor, Bureau of Labor Statistics for the Dallas/Fort Worth SMA; such increase being measured by comparison with
such cost-of-living indices at the end of the immediately preceding 12-month period of this Sublease, as compared with the indices
at the commencement of the immediately preceding 12-month period of this Sublease.


 






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	3.02	Delivery
                                         of Rent: Lessee shall timely pay to Landlord Rent, without deduction or set off,
                                         at Landlord’s Address (or such other address as Landlord may from time to time
                                         designate in writing to Lessee). Base Rent shall be payable monthly in advance (including
                                         any partial month). Monthly installments of Base Rent shall be due on the first day of
                                         the first full calendar month of the Sublease Term with a ten (10) day grace period and
                                         continuing the first day of each succeeding calendar month during the Sublease Term.
                                         Base Rent for any fractional month at the beginning of the Sublease Term shall be prorated
                                         based on 1/365 of the current annual Base Rent for each day of the partial month this
                                         Sublease is in effect and shall be due on the commencement date of this Sublease. All
                                         sums payable by Lessee under this Sublease, whether or not expressly denominated as rent,
                                         will constitute rent for the purposes of Section 502(b)(6) of the Bankruptcy Code and
                                         for all other purposes. In addition, Lessee shall pay its Proportionate Share of electricity
                                         and other utility charges at the end of each month.



The
wiring instructions for all payments to Landlord are as follows:


 


	 	Account Name:	 ______________
	 	Bank Name:	______________
	 	Account Number:	 ______________
	 	ABA Routing Number:	 ______________




 


The
wiring instructions for all payments to Lessee are as follows:


 


	 	Account Name:	 ______________
	 	Bank Name:	______________
	 	Account Number:	 ______________
	 	ABA Routing Number:	 ______________





 


	3.03	Triple
                                         Net Rent: The rent paid by Lessee will be on a triple net basis. Lessee agrees to
                                         pay as additional rent an amount equal to Lessee’s Pro Rata Share of the following,
                                         collectively called “Additional Rent”: (a) all ad valorem taxes on
                                         the Leased Premises and all improvements thereon (including, without limitation, the
                                         Leased Premises (b) all premiums for insurance carried by Landlord on the improvements
                                         and operations situated on the Park and/or Leased Premises (c) Common Area Maintenance
                                         Charges, and all expenses and liabilities incurred by Landlord in connection with its
                                         possession of the Park and/or Leased Premises, including without limitation, deductibles
                                         on insured claims, and for the purposes of the foregoing, the amount of the said deductible(s)
                                         shall be passed through to the Lessee in the year of the occurrence of the event causing
                                         such claim based on the amount of the deductible set forth in the policy. For purposes
                                         of this Sublease, the phrase “Common Area Maintenance Charges” (“CAM”)
                                         shall mean for each calendar year, or portion thereof, during the Sublease Term, the
                                         aggregate of all costs, expenses and liabilities of every kind or nature paid or incurred
                                         by Landlord to operate, manage, maintain and repair the common area and all other improvements
                                         on the Park and/or Leased Premises, including, without limitation, those paid or incurred
                                         in connection with the sweeping, cleaning, removing of debris from, maintaining, re-striping,
                                         and repairing the common areas; the cost of supplying water, electricity, gas, sewer
                                         disposal and/or garbage pickup and disposal, and monitoring and security services with
                                         respect to the common areas (all of which Landlord is obligated to furnish; providing
                                         the Park and/or Leased Premises identification signs and the repair and maintenance of
                                         the pylons and all signs thereon: providing traffic control, if any; constructing, maintaining
                                         and repairing any on-site and off-site utilities necessary or appropriate for operation
                                         of the common areas; maintaining, repairing and renovating the Park and/or Leased Premises;
                                         plus all other costs and expenses of every kind or nature paid or incurred by Landlord
                                         relative to maintaining, managing, repairing, renovating, and equipping the common areas
                                         in the Park and/or Leased Premises. The portion of CAM attributable to Lessee herein
                                         for the replacement of any HVAC system or component thereof, any roof or portion thereof,
                                         or any other system or component for which Landlord must replace pursuant to this Sublease
                                         shall be limited to the cost of the replacement divided by the total expected service
                                         life of the item so replaced (in months) multiplied by the number of months that have
                                         passed since the Effective Date of the Sublease, which number shall then be further multiplied
                                         by the product of the total square footage of the Park and/or Leased Premises, as the
                                         case may be, divided by the square footage of the Park and/or Leased Premises leased
                                         by Lessee. Common areas of the Park and/or Leased Premises are those parts of the Park
                                         and/or Leased Premises designated by Landlord for the common and non-exclusive use of
                                         all Lessees, including, among other facilities, the parking areas, sidewalks, landscaped
                                         areas, curbs, loading areas, private streets and alleys, lighting facilities, signs erected
                                         or maintained by Landlord advertising or identifying the Park and/or Leased Premises
                                         and service drives, all of which shall be subject to the Landlord’s sole management
                                         and control.



 






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	3.04	Real
                                         Estate Tax Protest: Lessee has no right to protest the real estate tax rate assessed
                                         against the Leased Premises and/or the appraised value of the Leased Premises determined
                                         by any appraisal review board or other taxing entity with authority to determine tax
                                         rates and/or appraised values (each a “Taxing Authority”). Lessee
                                         hereby knowingly, voluntarily and intentionally waives and releases any right, whether
                                         created by law or otherwise, to (a) file or otherwise protest before any Taxing Authority
                                         any such rate or value determination even though Landlord may elect not to file any such
                                         protest; (b) receive, or otherwise require Landlord to deliver, a copy of any reappraisal
                                         notice received by Landlord from any Taxing Authority; and (e) appeal any order of a
                                         Taxing Authority that determines any such protest. The foregoing waiver and release covers
                                         and includes any and all rights, remedies and recourse of Lessee, now or at any time
                                         hereafter, under Section 41.413 and Section 42.015 of the Texas Tax Code (as currently
                                         enacted or hereafter modified) together with any other or further laws, rules or regulations
                                         covering the subject matter thereof Lessee acknowledges and agrees that the foregoing
                                         waiver and release was bargained for by Landlord and Landlord would not have agreed to
                                         enter into this Sublease in the absence of this waiver and release. If, notwithstanding
                                         any such waiver and release, Lessee files or otherwise appeals any such protest, then
                                         Lessee will be in default under this Sublease and, in addition to Landlord’s other
                                         rights and remedies, Lessee must pay or otherwise reimburse Landlord for all costs, charges
                                         and expenses incurred by, or otherwise asserted against, Landlord as a result of any
                                         tax protest or appeal by Lessee, including, appraisal costs, tax consultant charges and
                                         attorneys’ fees (collectively, the “Tax Protest Costs”). If
                                         as a result of Lessee’s tax protest or appeal, the appraised value for the Leased
                                         Premises is increased above that previously determined by the Taxing Authority (such
                                         increase, the “Value Increase”) for the year covered by such tax protest
                                         or appeal (such year. the “Protest Year”) then Lessee must pay Landlord,
                                         in addition to all Tax Protest Costs, an amount (the “Additional Taxes”)
                                         equal to the sum of the following: (i) the product of the Value Increase multiplied by
                                         the tax rate in effect for the Protest Year plus (ii) the amount of additional taxes
                                         payable during the five (5) year period following the Protest Year, such amount to be
                                         calculated based upon the Value Increase multiplied by the tax rate estimated to be in
                                         effect for each year during such five (5) year period. Lessee must pay all Additional
                                         Taxes - even those in excess of Lessee’s proportionate share and which may relate
                                         to years beyond the term of this Sublease. The Additional Taxes will be conclusively
                                         determined by a tax consultant selected by Landlord, without regard to whether and to
                                         what extent Landlord may be able in years following the Protest Year to reduce or otherwise
                                         eliminate any Value Increase. All Tax Protest Costs and Additional Taxes must be paid
                                         by Lessee within five (5) days following written demand by Landlord.



 






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	3.05	Security
                                         Deposit: Upon execution of this Sublease, in addition to the installment of rent
                                         due under Article 3 and in addition to any other amounts that are due from Lessee
                                         upon the execution of this Sublease, Lessee shall deliver to Landlord a Security Deposit
                                         in the amount stated in Lease Information. Landlord may apply all or part of the Security
                                         Deposit to any unpaid rent, and damages and charges for which Lessee is legally liable
                                         under this Sublease, and damages and charges that result from a breach of this Sublease,
                                         including but not limited to any other provision that requires Lessee to leave the Leased
                                         Premises in a certain condition upon the expiration or termination of this Sublease.
                                         If Landlord uses any part of the Security Deposit, Lessee shall restore the Security
                                         Deposit to its full amount within ten (10) days after Landlord’s written demand.
                                         Lessee’s failure to restore the full amount of the Security Deposit within the
                                         time specified will be a default under this Sublease. No interest will be paid on the
                                         Security Deposit. Landlord will not be required to keep the Security Deposit separate
                                         from its other accounts, and no trust relationship is created with respect to the Security
                                         Deposit. After the expiration of this Sublease, Landlord shall refund the unused portion
                                         of the Security Deposit, if any, to Lessee within ten (10) days after the date Lessee
                                         surrenders possession of the Leased Premises and provides a written notice to Landlord
                                         of Lessee’s forwarding address for the purpose of refunding the Security Deposit.
                                         If Landlord transfers its interest in the Leased Premises, then Landlord may assign the
                                         Security Deposit to the transferee and Landlord thereafter shall have no further liability
                                         for the return of the Security Deposit. The provisions of this Article will survive the
                                         expiration or termination of this Sublease.



 


Article
4.

USE OF LEASED PREMISES


 


	4.01	Permitted
                                         Uses: Lessee shall be permitted to use the Leased Premises for the purpose of conducting
                                         for-profit commercial services or activities consisting of any or all of the following
                                         operations and no others:



 


		(a)	Location
                                         of corporate headquarters, operation of warehouse, freight distribution and storage services
                                         for commercial and non-commercial activities;
	 	 	 
		(b)	Manufacture,
                                         assembly, development and testing of Lessee’s satellite parts and subsystems systems
                                         required to build and deploy Lessee’s satellite products for commercial and government
                                         applications. Lessee will have the option to build clean room facilities within the Leased
                                         Premises to accommodate its manufacturing and payload testing requirements;



 






    	 



     


    

 


	 	(c)	Sales of Lessee’s products;
	 	 	 
		(d)	Storage
                                         of such inventory, equipment and apparatus as may be incidental and/or necessary to Lessee’s
                                         operations, including, but not limited to motor and electric vehicles and aircraft operated
                                         and/or owned by Lessee;
	 	 	 
		(e)	Build-out
                                         and construction required to locate Lessee’s ground satellite antennas and related
                                         operational equipment on the Leased Premises. This will include concrete slabs at each
                                         location, electricity and fiber connectivity and a temporary structure to house Lessee’s
                                         ground test satellite antenna system and the antenna farm location for Lessee’s
                                         satellite communication systems.
	 	 	 
		(f)	Such
                                         other uses described in Exhibit C or as may be permitted in writing by
                                         MDC.



 


	4.02	Prohibited
                                         Uses: Lessee agrees at all times to comply with the following:



 


		(a)	Lessee
                                         shall at no time use, or permit the use of, the Leased Premises in a manner that is contrary
                                         to applicable federal, state, or local laws, ordinances, rules, or regulations, which
                                         shall include, but not be limited to, applicable Federal Aviation Administration (“FAA”)
                                         rules and regulations and applicable regulations for the use of the Airport as may from
                                         time to time be promulgated by MDC or City;
	 	 	 
		(b)	Lessee
                                         shall not permit any permanent, unshielded light or illumination source to cause glare
                                         as viewed from any street, adjacent properties or operating aircraft;
	 	 	 
		(c)	Lessee
                                         shall not cause or permit the burial or storage above ground on the Leased Premises of
                                         any hazardous waste or materials, as defined by federal or state law, except in accordance
                                         with applicable federal, state, or local laws, ordinances, regulations and rules, as
                                         may be adopted or amended from time to time;
	 	 	 
		(d)	Lessee
                                         shall not cause or permit any use or activity on the Leased Premises that may create
                                         a hazardous condition for aircraft operating at the Airport;
	 	 	 
		(e)	Lessee
                                         shall not allow the Leased Premises to be used for parking of motor vehicles, motorcycles,
                                         or motor driven equipment by anyone other than customers, employees, or contractors of
                                         Lessee except as may be authorized by the Director of Airports, with all such parking
                                         being limited to areas designated by the Department of Airports for such parking. Lessee
                                         shall not be in default for the improper parking of vehicles over which neither Lessee
                                         nor any of its sublessees, customers, employees, or contractors have any control; and
	 	 	 
		(f)	Lessee
                                         shall not operate, nor permit the operation of, a car rental business from the Leased
                                         Premises, unless the Lessee or the operator of said car rental business has executed
                                         a car rental concession or permit agreement with MDC or City; and



 






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		(g)	Lessee
                                         shall not allow airline passenger operations to be conducted on the Leased Premises.
                                         The Leased Premises shall not be used for any use that is disreputable or creates extraordinary
                                         fire hazards or results in an increased rate of insurance on the Leased Premises or its
                                         contents or the storage of any hazardous materials or substances. If, because of an act
                                         on the party of Lessee, the rate of insurance on the Leased Premises, its facilities
                                         or its contents increases, Lessee shall pay to Landlord the amount of such increase on
                                         demand, and acceptance of such payment shall not constitute a waiver of any of Landlord’s
                                         other rights. Lessee shall conduct its business and control each other Lessee party or
                                         agent, so as not to create any nuisance or interfere with other Lessees or Landlord in
                                         its management of the Leased Premises, its facilities or contents. Subject to Landlord’s
                                         reasonable security measures and the Rules and Regulations described in Article 17.06,
                                         Lessee and its agents and employees will have access to the Leased Premises 24 hours
                                         per day, 7 days per week.



 


	4.03	Compliance
                                         with Minimum Standards: All activities conducted upon the Leased Premises, whether
                                         by Lessee or its sublessees, shall be in substantial conformance with the City’s
                                         Minimum Standards for Aeronautical Activities, as such standards exist or may be duly
                                         amended from time to time by the City Council to the extent that such Minimum Standards
                                         may apply to Lessee’s operations. MDC agrees to provide Lessee with written notice
                                         not later than 30 days prior to adoption of substantive changes to the Minimum Standards
                                         for Aeronautical Activities that would apply to Lessee’s operations.



 


	4.04	Non-exclusive
                                         Uses: Lessee understands and acknowledged that, as to that part of the Airport not
                                         included within the Leased Premises, the allowable uses permitted herein are on a non-exclusive
                                         basis with respect to other potential providers of aeronautical services at the Airport.



 


Article
5.

OBLIGATIONS OF LESSEE

WITH REGARD TO CONSTRUCTION OF IMPROVEMENTS


 


	5.01	Approval
                                         of Plans Not Assurance of Design Quality: The approval by MDC and the Director of
                                         Airports of any plans and specifications applies only to the conformity of such plans
                                         to the general architectural and operational plan for the Leased Premises and the Airport.
                                         The approval of MDC and the Director of Airports does not constitute approval of the
                                         quality of the architectural or engineering work performed. Neither MDC, City nor the
                                         Director of Airports assumes any liability or responsibility for the architectural or
                                         engineering design or for any defect in any building or improvement constructed from
                                         the plans or specifications. Construction of any contemplated improvements shall be in
                                         accordance with the plans presented to and approved by MDC and the Director of Airports.
                                         All construction work shall be subject to inspection by a representative employed by
                                         MDC and City or an inspector from the Code Enforcement Division of the City of Midland,
                                         or both, to determine that such work conforms to the plans and specifications approved
                                         by MDC and City, which inspections shall be conducted and adjudicated on a time-is-of-the-essence
                                         basis.



 






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	5.02	Contractor’s
                                         Insurance; Bonds: At any time construction activities are undertaken on the Leased
                                         Premises, Lessee shall require that its contractor or contractors keep in force insurance
                                         issued by a responsible insurance company or companies authorized to conduct business
                                         in the State of Texas insuring the improvements during construction under Completed Builder’s
                                         All Risk Insurance, including fire, extended coverage, vandalism and malicious mischief,
                                         in an amount equal to the full insurable value of such construction as the same progresses
                                         in order to insure continuity of construction and ultimate completion despite damage
                                         or destruction suffered during the course thereof. ALL INSURANCE SHALL NAME MDC AND
                                         CITY AS ADDITIONAL INSUREDS AND CO-PAYEES AND PROVIDE FOR A WAIVER OF SUBROGATION IN
                                         FAVOR OF MDC AND CITY. Lessee shall require all contractors performing construction
                                         work on the Leased Premises to provide payment and performance bonds issued by a responsible
                                         bonding company or companies authorized to conduct business in the State of Texas for
                                         the full amount of the cost of the construction to be performed on forms which are in
                                         compliance with Tex. Gov’t Code Chapter 2253, as amended. The foregoing shall be
                                         made a part of any contract between Lessee and its contractor or contractor. In the event
                                         Lessee does not complete the construction work itself; it shall comply with the all risk
                                         insurance provisions hereof.
	 	 
	5.03	Compliance
                                         with Building Codes and Federal Standards: All improvements made to the Leased Premises
                                         by Lessee shall comply with all applicable City Building Codes and federal standards
                                         for construction of airport improvements in effect at the time construction commences
                                         as well as all other applicable Federal Aviation Administration regulations, if any.
	 	 
	5.04	Encumbrance
                                         of Leasehold Estate: Lessee shall at no time encumber or attempt to encumber its
                                         leasehold interest in the Leased Premises by deed of trust, mortgage, security agreement
                                         or other security interest.
	 	 
	5.05	Ownership
                                         of Buildings, Improvements and Fixtures: Any and all buildings, improvements (including,
                                         but not limited to all aprons, taxiways and roadways), additions, alterations, and permanent
                                         fixtures existing on the commencement date of this Sublease or constructed or placed
                                         on any part of the Leased Premises during the Sublease Term by City, MDC or Lessee shall
                                         be considered part of the real property of the Leased Premises, shall remain on the Leased
                                         Premises, and shall not be removed by Lessee or any sublessee without the written consent
                                         of the MDC. All improvements, additions, alterations, and fixtures on the Leased Premises
                                         shall become the sole property of MDC or City upon termination of this Sublease without
                                         compensation to Lessee, it being understood and agreed by Lessee that the improvements
                                         located on the Leased Premises at the end of the Sublease Term are additional consideration
                                         for this Sublease. Notwithstanding the above, Lessee shall have the right at any time
                                         during Lessee’s occupancy of the Leased Premises, or within a reasonable time thereafter,
                                         to remove any and all furniture, machinery, tools, inventory, computers, equipment, but
                                         not permanent fixtures owned or placed by Lessee, in, under, or on the Leased Premises;
                                         provided, however, prior to the termination of the Sublease Term, Lessee shall repair
                                         any damage to any buildings or improvements on the Leased Premises resulting from their
                                         removal. Any such personal property items which are not removed within sixty (60) days
                                         after the termination date of this Sublease shall become the property of MDC or City
                                         as of that date.



 






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Article
6.

REPAIRS, MAINTENANCE AND RESTORATION


 


	6.01	Maintenance
                                         by Lessee: Lessee shall, at Lessee’s sole expense, keep the Leased Premises
                                         and all improvements of any kind, which may be existing at the commencement of the Lease
                                         Term in good repair, condition and appearance. Lessee specifically acknowledges its obligations,
                                         at its sole expense, to keep in good repair, condition and appearance the foundation,
                                         roof, exterior walls and structural portions of the interior walls of the hangars located
                                         on the Leased Premises. Lessee shall keep mowed and in a sightly condition all landscaping
                                         and grass areas within the Lease Premises. MDC shall be the sole judge of the quality
                                         of Lessee’s maintenance; provided, however, MDC shall not unreasonably withhold
                                         acceptance of said repairs or maintenance. Upon written notice by MDC to Lessee, Lessee
                                         shall be required to perform such reasonable maintenance under this Article 6.01,
                                         as MDC considers necessary. If Lessee does not undertake such maintenance within ten
                                         (10) business days after receipt of written notice. MDC shall have the right to enter
                                         on the Leased Premises and perform the necessary maintenance, the cost of which shall
                                         be borne by Lessee. Other items of maintenance for which Lessee shall be solely responsible
                                         shall include, but not be limited to, the following:



 


		(a)	Janitorial
                                         services, providing janitorial supplies, window washing, rubbish and trash removal;
	 	 	 
		(b)	Supply
                                         and replacement of light bulbs in and on all buildings (except lighting removed for causing
                                         obstructions or glare);
	 	 	 
		(c)	Replacement
                                         of cracked or broken glass in all buildings;
	 	 	 
		(d)	Cleaning
                                         of interior stoppages in interior plumbing fixtures and drain lines up to the first manhole
                                         or clean out outside of the exterior of the building where the stoppage occurred;
	 	 	 
		(e)	Replacement
                                         of floor covering;
	 	 	 
		(f)	Maintenance
                                         of all doors and door operating systems, including weather stripping and glass replacement;
	 	 	 
		(g)	Painting,
                                         repairing and replacement of interior walls not resulting from structural failure;
	 	 	 
		(h)	Landscaping
                                         and grass cutting services within the Leased Premises, including, but not limited to,
                                         repair or replacement of exterior building flood lights and planter lights;
	 	 	 
		(i)	Repair
                                         or replacement of heating, air conditioning, ventilation, electrical, plumbing, or mechanical
                                         systems, or their respective components (Lessee shall provide for such repairs by procuring
                                         annual maintenance contracts requiring quarterly status reporting from MDC-approved third-party
                                         vendors, with said contracts and any maintenance reports to be promptly provided to MDC
                                         within thirty (30) days of completion); and
	 	 	 
		(j)	Maintenance
                                         of all aprons, ramps, and roadways that are constructed by Lessee.



 






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Subject
to the provisions of Article 5.05, on the last day of the term hereof, or on any earlier termination, Lessee shall surrender
the Leased Premises to MDC in the same condition, except for fire and casualty, ordinary wear and tear, clean and free of debris.


 


All
material repairs and material maintenance described in this Article shall be performed only by contractors and subcontractors
approved in writing by Landlord (which approval will not be unreasonably withheld or delayed). Lessee shall cause all contractors
and subcontractors to procure and maintain insurance coverage against such risks, in such amounts, and with such companies as
Landlord may reasonably require, and to procure payment and performance bonds reasonably satisfactory to Landlord covering the
cost of the repairs and maintenance. All such repairs and maintenance shall be performed in accordance with all laws and in a
good and workmanlike manner so as not to damage the buildings (including the Premises, the roof, the structural elements, and
the plumbing, electrical lines, or other utility transmission facility). All such repairs and maintenance that may affect the
buildings’ HVAC, electrical, plumbing, other mechanical systems, the roof, or structural elements must be approved by MDC,
at Lessee’s expense.


 


Lessee
shall not permit any mechanic’s liens to be filed against any portion of the Premises for any work performed, materials
furnished, or obligation incurred by or at the request of Lessee. Lessee’s failure to comply with this requirement shall
constitute a default of this Sublease.


 


	6.02	Trash
                                         and Waste Removal: Lessee agrees to cause to be removed from the Leased Premises,
                                         at its own expense, all waste, garbage and rubbish, and agrees not to deposit same on
                                         the Leased Premises except temporarily in waste or garbage containers provided by Lessee
                                         at Lessee’s expense. Lessee further agrees that Lessee will store all parts, supplies,
                                         and other materials on the interior of buildings located on the Leased Premises, provided,
                                         however, that any parts or supplies which must be kept outside because of volatility
                                         of the supply item or the size of the part will be kept out of view of the public traveling
                                         on public rights of way or other surrounding Lessees by installation of fencing or other
                                         means of screening approved by MDC and the Director of Airports.



 


Article
7.

ACCESS TO AND USE OF AIRPORT


 


	7.01	Access
                                         to Airport: City shall maintain all roads on the Airport giving access to the Leased
                                         Premises in good and adequate condition for use by cars and trucks and shall always maintain
                                         free and uninterrupted access to the Leased Premises over said roads at all times; provided,
                                         however, MDC shall not be in default of this Sublease if access is interrupted.
	 	 
	7.02	Right
                                         to Use Airport: Lessee and Lessee’s employees, sublessees, and guests shall
                                         have the right to use that part of the Airport and its facilities not included within
                                         the Leased Premises in common with others authorized to do so. Such use shall be subject
                                         to any and all applicable federal, state or local laws, ordinances, statutes, rules,
                                         regulations, or orders of any governmental authority, lawfully exercising jurisdiction
                                         over the Airport or the activities and business operations of Lessee, including any limitations,
                                         restrictions or prohibitions affecting the aviation activities or operations of Lessee.



 






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	7.03	Vehicular
                                         Operations on the Airfield: No vehicles of Lessee, its employees, customers or invitees
                                         will be allowed to operate on, or cross, the runways and taxiways and their respective
                                         safety areas of the Airport. When necessary, Airport Operations Control Center personnel
                                         will provide Lessee escorted access to and from the airfield area.
	 	 
	7.04	Airport
                                         Security Rules and Regulations: Lessee, its directors, officers, employees, and contractors
                                         shall comply with all federal and local Airport Security Regulations adopted by the City
                                         or the Department of Airports as such rules and regulations exist or may hereafter be
                                         amended.
	 	 
	7.05	14
                                         C.F.R. Part 77 Requirements: Lessee agrees to comply with the notification and review
                                         requirements set forth in Part 77 of the Federal Aviation Regulations [14 CFR Part 77]
                                         in the event any future structure, antenna or building is planned for the Leased Premises,
                                         or in the event of any planned modification of any present or future building, antenna
                                         or structure located on the Leased Premises.
	 	 
	7.06	Control
                                         of Structures: Lessee shall not erect nor permit the erection of any structure or
                                         object, nor permit the growth of any tree on the Leased Premises which highest point
                                         is above a mean sea level elevation established by the FAA and City as a height limitation
                                         on such structures or objects. MDC and City reserves the right to enter upon the Leased
                                         Premises and to remove the offending structure or object and cut the offending tree at
                                         Lessee’s expense.
	 	 
	7.07	Aerial
                                         Approaches: MDC and City reserve the right to take any action they considers necessary
                                         to protect the aerial approaches of the Airport against obstruction together with the
                                         right to prevent Lessee from erecting or permitting to be erected any building or other
                                         structure on or adjacent to the Airport which, in the opinion of City, would limit the
                                         usefulness of the Airport or constitute a hazard to aircraft.
	 	 
	7.08	Right
                                         of Over-flight: There is hereby reserved to City, for the use and benefit of the
                                         public, a right of flight for the passage of aircraft above the surface of the Leased
                                         Premises, together with the right to cause in said airspace such noise as may be inherent
                                         in the operation of aircraft, now known or hereafter used for navigation of or flight
                                         in the air, using said airspace for landing at, taking off from or operating on the Airport.



 






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Article
8.

INSURANCE AND INDEMNITY


 


	8.01	Lessee’s
                                         Minimum Insurance Amounts: Lessee shall obtain and maintain continuously in effect
                                         at all times during the Sublease Term, at Lessee’s sole expense, at least the following
                                         minimum insurance with a carrier or carriers licensed to do business in the State of
                                         Texas and satisfactory to MDC:



		(a)	Property
                                         and Casualty Insurance insuring against loss or damage to Lessee’s improvements
                                         and any and all property being maintained or repaired by Lessee due to fire, lightning
                                         and all other perils included in standard extended coverage policies, and vandalism and
                                         malicious mischief, all in amounts of not less than one-hundred percent (100%) of replacement
                                         value;



		(b)	Commercial
                                         General Liability Insurance against claims for bodily injury, death, or property damage
                                         occurring on, in or about the Leased Premises, or any other portion of the Airport, in
                                         at least the amount of $10,000,000.00 per individual, $10,000,000.00 per occurrence and
                                         $10.000,000.00 with respect to property, and the statutory limits with respect to worker’s
                                         compensation.



All
insurance policies referenced herein or procured by Lessee for the purposes contemplated herein shall name MDC and City as additional
insureds and provide for waivers of subrogation in favor of MDC and City. MDC and City shall not be liable to the Lessee or those
claiming by, through, or under for 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”) caused by casualty, theft, fire, third parties, or any other
matter (including Losses arising through repair or alteration of any part of the Premises or failure to make repairs, or from
any other cause), regardless of whether the negligence of any party caused such Loss in whole or in part. Lessee waives any claim
it might have against MDC and City 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 maintained by it that covers the Leased Premises, the Leased Premises,
MDC’s and City’s or Lessee’s fixtures, personal property, leasehold improvements, or business, or is required
to be insured against by it under the terms hereof, regardless of whether the negligence or fault of the other party caused such
loss. 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.


 


	8.02	Lessee’s
                                         Coverage Primary: All insurance herein required shall apply as primary and not in
                                         excess of or contributing with other insurance which the Lessee may carry. Insurance
                                         provided pursuant to Article 8.01 shall name MDC and City as additional insureds
                                         or loss payees as the case may be and provide for a waiver of subrogation in favor of
                                         MDC arid City. The comprehensive general liability policy as provided in Article 8.01(b)
                                         shall provide contractual liability coverage sufficiently broad so as to include
                                         the liability assumed by Lessee under this Sublease.
	 	 
	8.03	Contents
                                         of General Liability Policy: Lessee’s Comprehensive General Liability policy
                                         shall protect MDC, City and Lessee against any and all liability to any person or persons
                                         whose property damage or personal injury arises out of or is in connection with the occupation,
                                         use, or condition of the Leased Premises or resulting from any injury or damage occurring
                                         on or about the roads, driveways or other public areas of the Leased Premises used by
                                         Lessees, its trustees, officers, employees, students, invitees, and contractors at the
                                         Airport, whether or not such damage or injury is the result of negligence of Lessee or
                                         its officers, employees, representatives, invitees, licensees, contractors, agents, guests,
                                         or students.



 






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	8.04	Cancellation
                                         and Certificates of Insurance: Lessee’s insurance as required by this Sublease
                                         shall not be subject to cancellation or material alteration until at least thirty (30)
                                         days’ written notice has been provided to MDC. Lessee shall furnish to MDC, annually,
                                         certificates of insurance showing MDC and City as additional insureds and evidencing
                                         that all of the herein-stated requirements have been met.
	 	 
	8.05	MDC’s
                                         Right to Purchase Insurance: In the event such insurance as required by Article
                                         8.01 shall lapse, such event shall constitute a default by Lessee and MDC reserves
                                         the right to obtain such insurance at Lessee’s expense. Upon demand from MDC, Lessee
                                         shall reimburse MDC for the full amount of the premium paid on Lessee’s behalf.
	 	 
	8.06	Indemnity:
                                         LESSEE WILL INDEMNIFY AND HOLD HARMLESS AND DEFEND MDC AND CITY AND ALL OF MDC’S
                                         AND CITY’S OFFICERS, AGENTS AND EMPLOYEES FROM ALL SUITS, ACTIONS, CLAIMS, DAMAGES,
                                         PERSONAL INJURIES, LOSSES, PROPERTY DAMAGE AND EXPENSES OF ANY CHARACTER WHATSOEVER,
                                         INCLUDING REASONABLE ATTORNEY’S FEES, BROUGHT FOR OR ON ACCOUNT OF ANY INJURIES
                                         OR DAMAGES RECEIVED OR SUSTAINED BY ANY PERSON OR PERSONS OR PROPERTY ON ACCOUNT OF ANY
                                         NEGLIGENT ACT OF LESSEE, ITS AGENTS OR EMPLOYEES, OR ANY SUBCONTRACTOR, ARISING OUT OF,
                                         OR RESULTING FROM, LESSEE’S USE OF, OR ACTIVITIES ON THE LEASED PREMISES, OR LESSEE’S
                                         ACTIVITIES AND OPERATIONS GROWING OUT OF OR IN ANY WAY CONNECTED WITH THIS SUBLEASE,
                                         AND LESSEE WILL BE REQUIRED TO PAY ANY JUDGMENT WITH COSTS THAT MAY BE OBTAINED AGAINST
                                         MDC OR CITY OR ANY OF MDC’S OR CITY’S OFFICERS, AGENTS OR EMPLOYEES, INCLUDING
                                         REASONABLE ATTORNEY’S FEES.



 


LESSEE
AGREES THAT IT WILL INDEMNIFY AND HOLD HARMLESS AND DEFEND MDC AND CITY AND ALL OF MDC’S AND CITY’S OFFICERS, AGENTS
AND EMPLOYEES FROM ALL SUITS, ACTIONS, CLAIMS, DAMAGES, PERSONAL INJURIES, LOSSES, PROPERTY DAMAGE AND EXPENSES OF ANY CHARACTER
WHATSOEVER, INCLUDING REASONABLE ATTORNEY’S FEES, BROUGHT FOR OR ON ACCOUNT OF ANY INJURIES OR DAMAGES RECEIVED OR SUSTAINED
BY ANY PERSON OR PERSONS OR PROPERTY ON ACCOUNT OF ANY NEGLIGENT ACT OF MDC OR CITY, MDC’S OR CITY’S RESPECTIVE OFFICERS,
AGENTS AND EMPLOYEES, WHETHER SUCH NEGLIGENT ACT WAS THE SOLE PROXIMATE CAUSE OF THE INJURY OR DAMAGE, OR A PROXIMATE CAUSE JOINTLY
AND CONCURRENTLY WITH LESSEE OR LESSEE’S EMPLOYEES, AGENTS, OR SUBCONTRACTORS NEGLIGENCE, IN THE EXECUTION, SUPERVISION,
AND OPERATIONS GROWING OUT OF OR IN ANY WAY CONNECTED WITH THE PERFORMANCE OF THIS SUBLEASE AND LESSEE WILL BE REQUIRED TO PAY
ANY JUDGEMENT WITH COSTS THAT MAY BE OBTAINED AGAINST MDC OR CITY, OR ANY OF MDC’S OR CITY’S RESPECTIVE OFFICERS,
AGENTS, OR EMPLOYEES, INCLUDING REASONABLE ATTORNEY’S FEES.


 






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Article
9.

UTILITIES


 


Lessee
shall be solely responsible for the payment of all electric, telephone, water, sewer, refuse, natural gas and other public utility
services used on the Leased Premises.


 


Article
10.

SIGNS


 


	10.01	Consent
                                         Required: Except with the prior written consent of the Director of Airports, which
                                         shall not be unreasonably withheld. Lessee shall not erect, maintain or display any signs
                                         or any advertising at, or on, the exterior part of structures on the Leased Premises,
                                         or inside any buildings located on the Leased Premises so as to be visible through the
                                         window or exterior doors thereof.
	 	 
	10.02	Monument
                                         Signage: MDC shall install, or cause to be installed, a sign containing Lessee’s
                                         name and/or logo on the monument sign serving the Leased Premises. The design, size,
                                         specifications, graphics, materials, manner of affixing, exact location, colors, and
                                         lighting (if applicable) of Lessee’s sign shall be in a form substantially similar
                                         to the architectural drawings contained in the Project Manual for the Midland Development
                                         Corporation Landscape Improvements to the Spaceport Business Park Project and the associated
                                         Midland Development Corporation Landscape Improvements Construction Plans. Said Project
                                         Manual and Construction Plans are incorporated herein by reference and shall be kept
                                         on file in the offices of MDC. The parties agree that all right, title, and interest
                                         in Lessee’s sign and the monument sign shall remain with MDC.
	 	 
	10.03	Removal
                                         on Termination: Upon the termination of this Sublease, Lessee shall remove, obliterate
                                         or paint out, as MDC may direct, any and all signs and advertising on the Leased Premises
                                         or elsewhere at the Airport, and in connection therewith shall restore the Leased Premises
                                         to the same condition as prior to the placement of any such signs or advertising. In
                                         the event that there is a failure by Lessee to so remove, obliterate or paint out each
                                         and every sign or advertising and so to restore the Leased Premises within seven business
                                         days after termination, MDC may, at its option, perform the necessary work at the expense
                                         of Lessee, and the charge therefor shall be paid by Lessee to MDC on demand. In certain
                                         circumstances, MDC may elect to allow specific signs to remain as existing at the termination
                                         of this Sublease. Such signs shall be identified and agreed upon mutually, in writing,
                                         by Lessee and MDC.



 


Article
11.

SUBLEASING


 


At
no time shall Lessee sublease any portion of the Leased Premises or otherwise assign its interests or obligations in this Sublease
without the written consent of MDC. Any such assignment or attempted assignment shall be void.


 






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Article
12.

TAX LIENS


 


Lessee
shall be solely responsible for the collection and payment of all applicable federal, state, and local taxes, including, but not
limited to, sales, use, amusement, or excise tax required to be collected and paid over by Lessee to the appropriate taxing authority.
Furthermore, Lessee shall be responsible for the payment of any applicable ad valorem taxes and any taxes on Lessee’s personal
property located on the Leased Premises. Lessee shall at no time permit the foreclosure of any tax liens to Lessee’s leasehold
interest in the Leased Premises or the buildings, fixtures, or other improvements located on the Leased Premises. MDC shall have
the right to pay such taxes due after Lessee’s refusal to pay such taxes, and upon demand Lessee shall reimburse the MDC
for the amount of taxes paid plus any penalties, interests, and attorney’s fees incurred, subject to Lessee’s right
to challenge the validity of such taxes in whole or in part, in which case the reimbursement shall be deferred until resolution
of the challenge. In the event that Lessee is successful in any challenge regarding the payment of any tax, MDC shall be subrogated
to any recovery obtained by Lessee to the extent of the amount of taxes, interests, penalties, and attorney fees previously paid
by MDC and not already reimbursed by Lessee.


 


Article
13.

DEFAULT AND REMEDIES


 


		13.01	Default
                                         by Lessee: The following shall be deemed to be events of default by Lessee under
                                         this Sublease:



		(a)	Lessee
                                         shall fail to pay when due any installment of rent or any other payment required pursuant
                                         to this Sublease;
	 	 	 
		(b)	Lessee
                                         shall abandon any substantial portion of the Leased Premises;
	 	 	 
		(c)	Lessee
                                         or any guarantor of Lessee’s obligations hereunder shall file a petition or be
                                         adjudged bankrupt or insolvent under any applicable federal or state bankruptcy or insolvency
                                         law or admit that it cannot meet its financial obligations as they become due, or a receiver
                                         or trustee shall be appointed for all or substantially all of the assets of Lessee of
                                         any guarantor of Lessee’s obligations hereunder;
	 	 	 
		(d)	Lessee
                                         or any guarantor of Lessee’s obligations hereunder shall make a transfer in fraud
                                         of creditors or shall make an assignment for the benefit of creditors;
	 	 	 
		(e)	Lessee
                                         shall do or permit to be done any act which results in a lien being filed against the
                                         Leased Premises;
	 	 	 
		(f)	The
                                         liquidation, termination, dissolution of Lessee or any guarantor of Lessee’s obligations
                                         hereunder; or
	 	 	 
		(g)	Lessee
                                         shall be in noncompliance with any other term, provision or covenant of this Sublease
                                         or the Development Agreement, other than those specified in subparts (a) through (f)
                                         above.



 






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	13.02	Abandonment
                                         of Business by Lessee: Lessee further agrees that the abandonment for a period of
                                         thirty (30) consecutive days by Lessee of the conduct of its business activities at the
                                         Airport shall terminate Lessee’s rights under this Sublease. By so terminating
                                         this Sublease, MDC does not waive any other claim or rights against Lessee. For the purposes
                                         of this paragraph, the term “abandonment” shall mean the failure of Lessee
                                         to be open for business on the Leased Premises except in the case of war, strike, catastrophe
                                         or causes beyond Lessee’s control.
	 	 
	13.03	No
                                         Remedy Exclusive: No remedy herein conferred upon or reserved to MDC or Lessee is
                                         intended to be exclusive of any other available remedy or remedies, but each and every
                                         such remedy shall be cumulative and shall be in addition to every other remedy given
                                         under this Sublease or hereafter existing under law or in equity. No delay or omission
                                         to exercise any right or power accruing upon any default shall impair any such right
                                         or power or shall be construed to be a waiver thereof, but any such right and power may
                                         be exercised from time to time and as often as may be deemed expedient. In order to entitle
                                         MDC and Lessee to exercise any remedy reserved to it in this section, it shall not be
                                         necessary to give any notice, other than such notice as may be herein expressly required.
	 	 
	13.04	Landlord’s
                                         Lien: If Lessee defaults in paying rent or any other sum due from Lessee to Landlord
                                         under this Sublease, Landlord has a lien on all fixtures, chattels, or other property
                                         of any description belonging to Lessee that are placed in, or become a part of, the Leased
                                         Premises as security for rent due and to become due for the remainder of the Sublease
                                         Term and any other sum Lessee owes Landlord, subject, and subordinate to, any purchase
                                         money security interests that Lessee has on its machinery, tools, inventory, and equipment.
                                         This lien is not in lieu of, nor in any way affects, the statutory landlord’s lien
                                         but is in addition to that lien, and Lessee grants Landlord a security interest in all
                                         of Lessee’s property placed in or on the Leased Premises, which is more particularly
                                         described in Exhibit D, for purposes of this contractual lien. This does
                                         not prevent Lessee’s selling any merchandise in the ordinary course of business
                                         free of such Landlord’s lien. If Landlord exercises the option to terminate the
                                         leasehold, reenter, and relet the Leased Premises as provided in the preceding paragraph
                                         and gives Lessee reasonable notice of the intent to take possession and an opportunity
                                         for a hearing on the matter, Landlord may take possession of all of Lessee’s property
                                         on the Leased Premises and sell it at public or private sale after giving Lessee reasonable
                                         notice of the time and place of any public sale or of the time after which any private
                                         sale is to be made, for cash or on credit, for the prices and terms that Landlord considers
                                         best, with or without having the property present at the sale. The proceeds of the sale
                                         will be applied first to the necessary and proper expense of removing, storing, and selling
                                         the property, then to the payment of any rent due or to become due under this Sublease;
                                         any balance will paid to Lessee.



 


For
the purpose of further securing the Lessee’s rent obligations herein, the parties agree that Lessee shall not sell in whole
or in part or otherwise encumber the intellectual property of the Lessee during the Sublease Term. Intellectual property shall
mean, but not be limited to, a work or invention that is the result of creativity, such as a manuscript or a design, to which
one has rights and for which one may apply for a patent, copyright, or trademark to which the Lessee could reasonably bring legal
action against the unauthorized use of the intellectual property.


 






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	13.05	No
                                         Waiver of Breach: MDC’s failure or delay in declaring the existence of an event
                                         of default by Lessee shall not be construed as a waiver thereof, nor shall it be construed
                                         so as to waive or to lessen the right of MDC to insist upon the performance by Lessee
                                         of any term, covenant or condition hereof, or to exercise any rights given it on account
                                         of any such event of default. A waiver of any particular event of default shall not be
                                         deemed to be a waiver of the same, similar of any other subsequent event of default.
	 	 
	13.06	Expeditious
                                         Action: Notwithstanding any provision as to notice in this Sublease, if in MDC’s
                                         reasonable judgment the continuance of any event of default by Lessee for the full period
                                         of the notice to cure the event of default will jeopardize the operation of the Airport
                                         or the rights of MDC or the other Airport Lessees, MDC may, without notice, elect to
                                         perform those acts in respect to which Lessee is in default. Lessee shall reimburse MDC
                                         for any reasonable and necessary costs incurred by MDC pursuant to this Article 13.06.
	 	 
	13.07	Reletting:
                                         Lessee acknowledges that MDC has entered into this Sublease in reliance upon, among other
                                         matters, Lessee’s agreement and continuing obligation to pay all rent due throughout
                                         the Sublease Term. As a result, Lessee hereby knowingly and voluntarily waives, after
                                         advice of competent counsel, any of MDC (and any affirmative defense based upon such
                                         duty) following any Event of Default to relet the Leased Premises or otherwise mitigate
                                         MDC’s damages arising from such Event of Default. If such waiver is not effective
                                         under then applicable law or MDC otherwise elects, at MDC’s sole option, to attempt
                                         to relet all or any part of the Leased Premises, Lessee agrees that MDC has no obligation
                                         to: (i) relet the Leased Premises prior to leasing any other space within the buildings;
                                         (ii) relet the Leased Premises (A) at a rental rate or otherwise on terms below market,
                                         as then determined by MDC in its sole discretion; (B) to any entity not satisfying MDC’s
                                         then standard financial credit risk criteria; (C) for a use (1) not consistent with Lessee’s
                                         use prior to the Event of Default; (2) which would violate then applicable law or regulation,
                                         or violate any restrictive covenant or other lease affecting the buildings; (3) which
                                         would impose a greater burden upon the buildings’ parking, HVAC or other facilities;
                                         and/or (4) which would involve any use of Hazardous Materials; (iii) divide the Leased
                                         Premises, install new demising walls or otherwise reconfigure the Leased Premises to
                                         make same more marketable; (iv) pay any leasing or other commissions arising from such
                                         reletting. Unless Lessee unconditionally delivers MDC, in good and sufficient funds,
                                         the full amount thereof in advance; (v) pay, and/or grant any allowance for, lessee finish
                                         or other costs associated with any new lease, even though same may be amortized over
                                         the applicable Sublease Term, unless Lessee unconditionally delivers MDC, in good and
                                         sufficient funds, the full amount thereof in advance; and/or (vi) relet the Leased Premises,
                                         if to do so, MDC would be required to alter other portions of the buildings, make ADA-type
                                         modifications or otherwise install or replace any sprinkler, security, safety, HVAC or
                                         other building operating systems.
	 	 
	13.08	Security
                                         Agreement: Lessee shall execute a security agreement, the form of which is attached
                                         hereto as Exhibit E and incorporated herein for all purposes, and MDC shall
                                         have the right to file a UCC-1 Financing Statement in the state of Lessee’s incorporation
                                         in order to perfect a lien on the assets described in said security agreement. The liened
                                         assets described in said security agreement shall be limited to Lessee’s unencumbered
                                         personal property physically located and installed on and in the Leased Premises. These
                                         liened assets shall not include Lessee’s intellectual property, patents/patent
                                         applications, trademarks/trademark applications, domain names, logos, copyrights/copyright
                                         applications, and/or Lessee’s proprietary technology and software. Lessee agrees
                                         that MDC may, in an event of default by Company under this Sublease or the Development
                                         Agreement, execute against Company’s property pursuant to the terms of said security
                                         agreement.



 






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	13.09	Cure
                                         Period: In lieu of exercising any of the right and remedies referenced herein, after
                                         MDC gives Lessee written notice of its default as set forth in this Sublease, MDC may,
                                         in its sole and absolute discretion, elect to allow Lessee a period not less than thirty
                                         (30) days, but not to exceed sixty (60) days to cure any such default. Any such election
                                         by MDC to allow Lessee to cure such a default shall in no way be construed as, or shall
                                         operate as, a waiver of any of MDC’s rights contained in the Development Agreement
                                         or this Sublease.



 


Article
14.

TERMINATION


 


		14.01	Discretionary
                                         Termination. MDC shall have the right to terminate this Sublease upon Lessee’s
                                         violation or default of any provision contained in the Sublease or the Development Agreement
                                         and failure to cure said violation or default within thirty (30) days after receipt of
                                         written notice from MDC reasonably specifying such violation or default, or such longer
                                         period as may be reasonably necessary so long as Lessee has commenced the cure within
                                         the thirty (30) day period, and thereafter is diligently pursing such care. Except for
                                         the payment by Lessee to MDC of rents or other amounts past due accrued to the termination
                                         date, but not yet due, either party shall have the right to terminate this Sublease in
                                         its entirety, without monetary penalty, and all rights and obligations ensuing therefrom
                                         immediately upon the occurrence of the following:



		(a)	The
                                         issuance of any order, rule or regulation of the FAA, or its successor federal agency,
                                         or other competent government authority, federal or state, or the issuance and execution
                                         of any judicial process by any court of competent jurisdiction, materially restricting
                                         for a period of at least thirty (30) days, the use of the Airport for aeronautical purposes;
                                         provided that none of the foregoing is due to any material fault of Lessee; or



		(b)	The
                                         material restriction of City’s operation of the Airport by action of the federal
                                         government, or any department or agency thereof, under its wartime or emergency powers,
                                         and the continuance thereof for a period of not less than thirty (30) days; provided,
                                         however, that without prejudice to the rights of Lessee to terminate as above provided,
                                         the MDC and Lessee may mutually agree to adjust fees and charges; or



		(c)	Material
                                         restriction of the operation of the Airport arising from City’s failure to maintain
                                         and keep in repair the landing area of the Airport.



 






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		14.02	Automatic
                                         Termination. Except for the payment by Lessee to MDC of rents or other amounts past
                                         due accrued to the termination date, but not yet due, this Sublease shall automatically
                                         terminate in its entirety, without monetary penalty, within thirty (30) days following
                                         the FAA’s determination that Lessee’s use or occupation of the Property does
                                         not comply with the requirements of 49 U.S.C. 47107(a)(1), the FAA’s Airport Improvement
                                         Program, or any other applicable statute, rule, or regulation. MDC, in its sole and absolute
                                         discretion, may elect to toll said thirty (30) day period so as to prevent the automatic
                                         termination of this Sublease for any or no reason at all. If this Sublease is terminated
                                         for any of the reasons set forth in Article 14.01 or Article 14.02, MDC
                                         shall promptly repay Lessee any rent previously paid by Lessee attributable to the period
                                         following the date of such termination.



		14.03	Termination;
                                         Accelerated Rent. Notwithstanding any other provision contained in this Sublease,
                                         if Lessee creates any condition that does not conform to the purpose of establishing
                                         Lessee’s headquarters, network operations center, manufacturing operations, and
                                         satellite antenna farm on the Property, as contemplated by this Sublease or the Development
                                         Agreement, and said condition causes the FAA to determine that Lessee’s use or
                                         occupation of the Leased Premises does not comply with the requirements of 49 U.S.C.
                                         47107(a)(1), the FAA’s Airport Improvement Program, or any other applicable statute,
                                         rule, or regulation, and Lessee has exercised all reasonable administrative efforts to
                                         appeal said determination by the FAA, then this Sublease shall terminate and all rent
                                         payments contemplated by this Sublease shall, at MDC’s option, thereupon immediately
                                         become due and payable to MDC. Lessee shall be obligated for such accelerated rent regardless
                                         of which, if any, remedies otherwise provided in this Sublease, the Development Agreement,
                                         or by law MDC elects to pursue.



		14.04	Economic
                                         Development Agreement; Concurrent Termination. A termination of this Sublease shall
                                         terminate the Development Agreement. A termination of the Development Agreement shall
                                         terminate this Sublease. A termination of this Sublease without liability to either party
                                         shall terminate the Development Agreement without liability to either party. A termination
                                         of the Development Agreement without liability to either party shall terminate this Sublease
                                         without liability to either party. Uncured defaults under either the Development Agreement
                                         or the Sublease shall be deemed uncured defaults of the other agreement, and contractual
                                         and legal termination procedures shall apply to both this Sublease and the Development
                                         Agreement.



Article
15.

RENT ABATEMENT, BASE RENT, DISCOUNTED BASE RENT

AND DEVELOPMENT AGREEMENT


 


		15.01	Economic
                                         Development Agreement Commitments: Simultaneously with the execution of this Sublease,
                                         Lessee will execute the Development Agreement with MDC. The Development Agreement requires
                                         Lessee to maintain certain levels of Annual Payroll, make certain leasehold Capital Improvements,
                                         make certain investments in Personal Property and maintain certain levels of Inventory
                                         (collectively defined in the Development Agreement as the “Improvements”).
                                         All Improvements will be located at the Leased Premises. In addition, all employees used
                                         when accounting for Annual Payroll calculations will have their principal work place
                                         as the Leased Premises.



 






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In
order to ensure Lessee’s compliance with its commitments and obligations due under this Sublease and the Development Agreement,
Lessee shall, subject to confidentiality and privacy obligations, make all documents available to MDC for inspection, audit and
copying, regardless of whether a dispute is then pending between the parties. Access shall be provided to MDC and/or the accounting
firm designated by MDC, in its sole and absolute discretion, to perform such review during normal business hours in an adequate
work space. Upon receipt of a written request made by MDC, Lessee shall reimburse all costs incurred by MDC relating to the inspection,
audit and copying of said documents.


 


		15.02	Base
                                         Rent and Discounted Base Rent: Landlord agrees to discount the initial monthly Base
                                         Rent for Office Space from $15.00 per square foot to $12.00 per square foot herein referred
                                         to as (“Adjusted Base Rent”). The difference between Base Rent and
                                         Adjusted Base Rent ($3.00 per square foot), being referred to herein as (“Discounted
                                         Rent”). Therefore, the initial monthly Base Rent will be charged to the Lessee
                                         at an annual rate of $15.00 per square foot for the Office Space, $9.00 per square foot
                                         for Hangar A space and $7.00 per square foot for Hangar B space plus a ground lease of
                                         $0.45 per square foot for Lot M and Lot L.



		15.03	Lessee
                                         Rent Abatement: Landlord agrees to provide the Lessee the Leased Premises for the
                                         first five (5) years of the Sublease Term rent-free (the “Rent Abatement Period”).
                                         During the Rent Abatement Period the Lessee will pay monthly, the monthly Base Rent and
                                         the CAM charges due each month. Within fifteen (15) days after the end of each quarter
                                         year during the Rent Abatement Period, the Landlord shall rebate such Base Rent paid
                                         to the Landlord. After the Rent Abatement Period, the then-current monthly rental rate
                                         shall be the Adjusted Base Rent for the Office Space, the Base Rent for Hangar A, Hangar
                                         B and the ground lease plus the CAM charges for the Leased Premises.



		15.04	Lessee’s
                                         Earned Rental Abatement: In accordance with Section IV.E of the Development
                                         Agreement, if by December 31, 2023, Lessee certifies, as provided for therein, that Lessee
                                         has invested at least (i) Twenty-Eight Million Five Hundred Thousand and No/100 Dollars
                                         ($28,500,000) in Improvements and (ii) created and maintained One Hundred Sixty (160)
                                         Full-Time Jobs with an Annual Payroll of Twelve Million Eight Hundred Thousand and No/100
                                         Dollars ($12,800,000), then Lessee shall be entitled to an additional five (5) years’
                                         worth of rent abatement, as provided for in Article 15.03 herein.



		15.05	Grace
                                         Period and Post Grace Period Rent Obligations: If the Lessee is unable to meet the
                                         Development Agreement commitments with respect to Full-Time Jobs and Annual Payroll amounts,
                                         upon written request by Lessee, Landlord shall extend the completion dare of such unfulfilled
                                         requirement(s) by six (6) months (the “Grace Period”). During said
                                         Grace Period, Lessee shall pay 0.5 times the Base Rent (the “Grace Period Rent”)
                                         plus CAM charges for the Leased Premises without rebate by Landlord. If Lessee is unable
                                         to bring itself back into compliance during the Grace Period, Lessee will be required
                                         to begin paying the Adjusted Base Rent for the Office Space and the Base Rent for Hanger
                                         A, Hanger B and the Land Lease (the “Post Grace Period Rent”) plus
                                         CAM charges for the Leased Premises in the first month following the end of the Grace
                                         Period. The Grace Period Rent and Post Grace Period Rent will continue until all shortfalls
                                         are brought into compliance with the Development Agreement. When Lessee is able to bring
                                         itself back into compliance with the Development Agreement during the Rent Abatement
                                         Period, Landlord shall reinstate the rent abatement as described in Article 15.02
                                         during the remainder of the Rent Abatement Period. Lessee shall NOT be entitled to
                                         recapture the Grace Period Rent or Post Grace Period Rent paid during the Grace Period
                                         Rent or Post Grace Period Rent payment period(s).



 






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Article
16.

HOLD OVER


 


If
Lessee fails to vacate the Leased Premises at the end of the Sublease Term, then Lessee shall be a Lessee at-will and, in addition
to all other damages and remedies to which Landlord may be entitled for such holding over, Lessee shall pay, in addition to the
other rent, a daily Basic Rental equal to 150% of the daily Basic Rental payable during the last month of the Sublease Term.


 


Article
17.

MISCELLANEOUS PROVISIONS


 


		17.01	Quiet
                                         Enjoyment: Upon the performance of the covenants and agreements on the part of the
                                         Lessee to be performed hereunder, as determined to be satisfied in MDC’s sole and
                                         absolute discretion, Lessee shall peaceable have and enjoy the Leased Premises, appurtenances,
                                         facilities, licenses and privileges granted in this Sublease.



		17.02	Force
                                         Majeure: Neither the MDC nor Lessee shall be deemed in violation of this Sublease
                                         if it is prevented from performing any of its obligations hereunder except the obligation
                                         to pay rent by reason of strikes, boycotts, labor disputes, embargoes, shortages of materials,
                                         act of God, act of superior governmental authority, weather conditions, floods, riots,
                                         rebellions, acts of sabotage or any other circumstances for which it is not responsible
                                         or which are not in its control.



		17.03	Independent
                                         Contractor: It is expressly understood and agreed that Lessee shall perform all work
                                         and services described herein as an independent contractor and not as an officer, agent,
                                         servant or employee of MDC; that Lessee shall have exclusive control of and the exclusive
                                         right to control the details of the services and work performed hereunder, and all persons
                                         performing the same; and shall be solely responsible for the acts and omissions of its
                                         officers, agents, employees, contractors and subcontractors; that the doctrine of respondeat
                                         superior shall not apply as between MDC and Lessee, its officers, agents, employees,
                                         contractors and subcontractors; and that nothing herein shall be construed as creating
                                         a partnership or joint enterprise between MDC and Lessee. No person performing any of
                                         the work and services described hereunder shall be considered an officer, agent, servant
                                         or employee of MDC. Further, it is specifically understood and agreed that nothing in
                                         this Sublease is intended or shall be construed as creating a “Community of Pecuniary
                                         Interest” or “An Equal Right of Control” that would give rise to vicarious
                                         liability. Lessee shall be an independent contractor under this Sublease and shall assume
                                         all the rights, obligations and liabilities, applicable to it as such independent contractor
                                         hereunder and any provisions in this Sublease that may appear to give MDC the right to
                                         direct Lessee as to details of doing the work herein covered or to exercise a measure
                                         of control over the work shall be deemed to mean that Lessee shall follow the desires
                                         of MDC in the results of the work only. MDC does not have the power to direct the order
                                         in which the work is done. MDC shall not have the right to control the means, methods
                                         or details of the Lessee’s work.



 






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		17.04	Inspection
                                         by MDC: MDC may enter upon the Leased Premises at any reasonable time for any purpose
                                         necessary, incidental to or connected with the performance of MDC’s obligations
                                         hereunder, or in the exercise of its governmental functions, for fire protection or security
                                         purposes, or for inspecting or maintaining the Leased Premises, or doing any and all
                                         things MDC is obligated to do, or which may be deemed by MDC necessary or desirable for
                                         the proper conduct and operation of the Airport or the protection of MDC’s interests.
                                         Such inspections shall be (i) accompanied by a representative of Lessee; (ii) conducted
                                         during normal business hours; and (iii) shall not be disruptive or intrusive to Lessee’s
                                         business operations.



		17.05	On-Site
                                         Representatives: Lessee shall select and appoint a representative or representatives
                                         for its operations at the Airport. The representatives shall be qualified and experienced
                                         and vested with the full power and authority to act in the name of the Lessee with respect
                                         to the method, manner and conduct of the operation of Lessee to be performed under this
                                         Sublease.



		17.06	Conformance
                                         with Rules and Regulations: The use of the Airport by Lessee shall be subject to
                                         any and all rules, regulations and ordinances which are now in force or which may be
                                         hereafter adopted by MDC and City with respect to the operation and use of the Airport,
                                         but no such rules, regulations, or ordinances shall increase the rents payable by Lessee
                                         under this Sublease or otherwise materially and adversely affect Lessee’s tenure
                                         of the Leased Premises under this Sublease. Furthermore, this Sublease and Lessee’s
                                         use of the Airport shall be subject to all applicable laws, ordinances, resolutions,
                                         statutes, rules, regulations or orders of any federal, state or local governmental authority
                                         lawfully exercising jurisdiction over the Airport or the activities and business operations
                                         of Lessee, including any limitations, restrictions or prohibitions affecting the aviation
                                         activities or operations of Lessee.



		17.07	Licenses
                                         and Permits: Lessee hereby agrees that it shall, at its own expense and cost, procure
                                         and obtain all lawfully required licenses and permits, certificates and other authorizations
                                         (all, “Permits”) required by any governmental authority, in connection
                                         with or covering the operations or activities permitted to be performed by it under the
                                         provisions of this Sublease. Landlord shall assist Lessee, diligently and free of charge
                                         in applying for and obtaining the Permits, as needed.



 






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		17.08	Notices:
                                         Notices provided for in this Sublease shall be either hand delivered, sent/received by
                                         recognized courier, or sent by certified mail, return receipt requested, postage prepaid,
                                         and properly addressed as follows:



	 	If
    to MDC:	Executive
    Director




Midland
Development Corporation


109
N. Main St.


Midland,
Texas 79701


 


	 	With
    Copy To:	City
    Manager




P.O.
Box 1152


300
North Loraine


Midland,
Texas 79702


 


	 	If
    to Lessee:	AST
    & SCIENCE, LLC




ATTN:
Abel Avellan


Chairman
and CEO


1111
Brickell Avenue, Suite 1000


Miami
Florida 33131


 


The
parties may change the representative or address for delivery of notices from time to time by sending written notices to the other
party. All notices shall be in writing and effective only upon actual receipt.


 


		17.09	Governing
                                         Law and Venue: This Sublease shall be governed by and construed in accordance with
                                         the laws and court decisions of the State of Texas. All performance and payment made
                                         pursuant to this Sublease shall be deemed to have occurred in Midland County, Texas.
                                         The sole, exclusive, and mandatory venue for any claims, suits, disputes or any other
                                         action arising from, relating to or concerning in any way this Sublease or the performance
                                         of this Sublease shall be in Midland County, Texas. The obligations and undertakings
                                         of each of the parties to this Sublease shall be deemed to have occurred in Midland County,
                                         Texas. This Sublease shall be governed by, interpreted, enforced and construed under
                                         the laws of the State of Texas. The laws of the State of Texas shall govern, construe
                                         and enforce all the rights and duties of the parties, including but not limited to tort
                                         claims and any and all contractual claims or disputes, arising from or relating in any
                                         way to the subject matter of this Sublease, without regard to conflict of laws and rules
                                         that would direct application of the laws of another jurisdiction. All payments under
                                         this Sublease are deemed to have taken place in Midland County, Texas.



		17.10	Severability:
                                         If any provision of this Sublease is invalid or unenforceable, this Sublease shall be
                                         considered severable as to such provision, and the remainder of this Sublease shall remain
                                         valid and binding as though such invalid or unenforceable provisions were not included
                                         herein.



		17.11	Captions:
                                         Section headings are inserted herein only as a matter of convenience and for reference,
                                         and in no way defines, limits or describes the scope or intent to any provision herein.



 






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		17.12	Use
                                         of Language: Words of any gender used in this Sublease shall be held and construed
                                         to include any other gender, and words in the singular shall be held to include the plural,
                                         unless the context otherwise requires.


 


		17.13	Counterparts:
                                         This Sublease may be executed in multiple counterparts, each of which shall be deemed
                                         as original, and all of which constitute but one and the same instrument.



		17.14	Development
                                         of the Airport: The parties understand and agree future development, changes, alterations,
                                         modifications or improvement to the Airport are in the sole discretion of City. subject
                                         only to such notification to Lessee that the FAA may dictate.



		17.15	Subordination
                                         to Other Agreements: This Sublease shall be subordinate to the provisions and requirements
                                         of any existing or future agreement between MDC and City relative to the Leased Premises,
                                         including the lease agreement between MDC and City regarding the Leased Premises, which
                                         is attached hereto as Exhibit A, and City and the United States, relative
                                         to the development, operation or maintenance of the Airport.



		17.16	No
                                         Exclusivity on Aeronautical Services: Nothing herein contained shall be construed
                                         to grant or authorize the granting of the exclusive right to provide aeronautical services
                                         to the public as prohibited by Section 308(a) of the Federal Aviation Act of 1958, as
                                         amended.



		17.17	Discrimination
                                         Prohibited: The Lessee, for itself, its trustees, officers, legal representatives,
                                         successors-in-interest and assigns, as a part of the consideration hereof, agrees (1)
                                         that no person on the grounds of race, color, sex, national origin, veteran status or
                                         disability shall be excluded from participation in, denied the benefits of or be otherwise
                                         subjected to discrimination in the use of the Leased Premises; (2) that in the construction
                                         of any improvements on, over or under the Leased Premises and the furnishing of services
                                         thereon, no person on the grounds of race, sex, color, national origin, or disability
                                         shall be excluded from participation in, denied the benefits of or otherwise be subjected
                                         to discrimination; (3) that the Lessee shall use the Leased Premises and the Airport
                                         in compliance with all other requirements imposed by, or pursuant to, Title 49, Code
                                         of Federal Regulations, Department of Transportation, Subtitle A, office of the Secretary,
                                         Part 21, Nondiscrimination in Federally-Assisted Programs of the Department of Transportation-Effectuation
                                         of Title VI of the Civil Rights Act of 1964, and as said regulations may be amended.
                                         In the event of breach of any of the above nondiscrimination covenants, the MDC shall
                                         have the right to terminate this Sublease and to re-enter and repossess the Leased Premises
                                         and the improvements thereon and hold the same as if said Sublease were terminated by
                                         its own term pursuant to Article 2.01 above.



		17.18	Affirmative
                                         Action Program: Lessee assures that it will undertake an affirmative action program
                                         as required by 14 CFR Part 152, Subpart E, to ensure that no person shall on the grounds
                                         of race, creed, color, national origin, sex or disability be excluded from participating
                                         in any employment activities covered in 14 CFR Part 152, Subpart E. Lessee assures that
                                         no person shall be excluded on these grounds from participating in or receiving the services
                                         or benefits of any program or activity covered by this Sublease.



 






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		17.19	Entire
                                         Agreement: This Sublease, in conjunction with the Development Agreement, embodies
                                         the entire agreement between MDC and Lessee. and supersedes all prior agreements and
                                         understandings, whether written or oral, and all contemporaneous oral agreements and
                                         understandings relating to the subject matter hereof. This Sublease shall not be changed,
                                         modified, discharged or extended, except by written instrument duly executed by MDC and
                                         Lessee. The parties agree that no representations or warranties shall be binding upon
                                         either party unless expressed in writing.



		17.20	Governmental
                                         Immunity: By executing this Sublease, MDC is not waiving its right of governmental
                                         immunity. MDC is retaining its immunity from suit. MDC is not granting consent to be
                                         sued by legislative resolution or action. THERE IS NO WAIVER OF GOVERNMENTAL IMMUNITY.



		17.21	Third-Party
                                         Beneficiary: MDC’s approval of this Sublease does not create a third-party
                                         beneficiary. There is no third-party beneficiary to this Sublease. No person or entity
                                         who is not a party to this Sublease shall have any third-party beneficiary or other rights
                                         hereunder.



		17.22	Notice
                                         of Alleged Breach: As a condition precedent to filing suit for alleged damages incurred
                                         by an alleged breach of an express or implied provision of this Sublease, Lessee or its
                                         legal representative, shall give the Chairman of the MDC, or any other reasonable official
                                         of MDC, notice in writing of such damages, duly verified, within one hundred and twenty
                                         (120) days after the same has been sustained. The discovery rule does not apply to the
                                         giving of this notice. The notice shall include when, where and how the damages occurred,
                                         the apparent extent thereof, the amount of damages sustained, the amount for which Lessee
                                         will settle, the physical and mailing addresses of Lessee at the time and date the claim
                                         was presented and the physical and mailing addresses of Lessee for the six months immediately
                                         preceding the occurrence of such damages, and the names and addresses of the witnesses
                                         upon whom the Lessee relies to establish its claim; and a failure to so notify MDC within
                                         the time and manner provided herein shall exonerate, excuse and except MDC from any liability
                                         whatsoever. MDC is under no obligation to provide notice to Lessee that Lessee’s
                                         notice is insufficient MDC reserves the right to request reasonable additional information
                                         regarding the claim. Said additional information shall be supplied within thirty (30)
                                         days after receipt of notice.



The
statutory prerequisites outlined herein constitute jurisdictional requirements pursuant to Section 271.154 of the Texas Local
Government Code and Section 311.034 of the Texas Government Code. Notwithstanding any other provision, Lessee’s failure
to comply with the requirements herein shall perpetually bar Lessee’s claim for damages under Chapter 271 of the Texas Local
Government Code, and Section 311.034 of the Texas Government Code, regardless if MDC has actual or constructive notice or knowledge
of said claim or alleged damages. Lessee agrees that the requirements of this entire agreement are reasonable.


 






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		17.23	RELEASE:
                                         LESSEE HEREBY RELEASES, RELINQUISHES, ACQUITS AND FOREVER DISCHARGES MDC, MDC’S
                                         EMPLOYEES AND OFFICERS, FROM ANY AND ALL DEMANDS, CLAIMS, DAMAGES OR CAUSES OF ACTION
                                         OF ANY KIND WHATSOEVER, WHICH LESSEE HAS OR MIGHT HAVE IN THE FUTURE, INCLUDING BUT NOT
                                         LIMITED TO BREACH OF CONTRACT, QUANTUM MERUIT, DUE PROCESS AND TAKINGS CLAUSES UNDER
                                         THE TEXAS AND UNITED STATES CONSTITUTION, TORT CLAIMS OR MDC’S NEGLIGENCE.



		17.24	WAIVER
                                         OF ATTORNEY FEES: BY EXECUTING THIS SUBLEASE, LESSEE AGREES TO WAIVE AND DOES HEREBY
                                         WAIVE ANY CLAIM IT HAS OR MAY HAVE AGAINST THE MDC, REGARDING THE AWARD OF ATTORNEY’S
                                         FEES, WHICH ARE IN ANY WAY RELATED TO THIS SUBLEASE, OR THE CONSTRUCTION, INTERPRETATION
                                         OR BREACH OF THE SUBLEASE. LESSEE SPECIFICALLY AGREES THAT IF LESSEE BRINGS OR COMMENCES
                                         ANY LEGAL ACTION OR PROCEEDING RELATED TO THIS SUBLEASE, THE CONSTRUCTION, INTERPRETATION,
                                         VALIDITY OR BREACH OF THIS SUBLEASE, INCLUDING BUT NOT LIMITED TO ANY ACTION PURSUANT
                                         TO THE PROVISIONS OF THE TEXAS UNIFORM DECLARATORY JUDGMENTS ACT (TEXAS CIVIL PRACTICE
                                         AND REMEDIES CODE SECTION 37.001, ET SEQ., AS AMENDED), LESSEE AGREES TO (i) WAIVE AND
                                         RELINQUISH ANY AND ALL RIGHTS TO THE RECOVERY OF ATTORNEY’S FEES TO WHICH LESSEE
                                         MIGHT OTHERWISE BE ENTITLED AND (ii) ASSUME COMPLETE RESPONSIBILITY FOR AND PAY ANY AND
                                         ALL ATTORNEY FEES AND ASSOCIATED COSTS INCURRED IN GOOD FAITH BY MDC IN ITS CONTESTING
                                         OF THE LEGAL ACTION OR PROCEEDING BROUGHT BY LESSEE.



LESSEE
ACKNOWLEDGES THAT THIS IS THE INTENTIONAL RELINQUISHMENT OF A PRESENTLY EXISTING KNOWN RIGHT AND THE ASSUMPTION OF A FUTURE OBLIGATION
IN THE EVENT THAT LESSEE BRINGS OR COMMENCES ANY LEGAL ACTION OR PROCEEDING AGAINST MDC RELATED TO THIS SUBLEASE, THE CONSTRUCTION,
INTERPRETATION, VALIDITY OR BREACH OF THIS SUBLEASE, INCLUDING BUT NOT LIMITED TO ANY ACTION PURSUANT TO THE PROVISIONS OF THE
TEXAS UNIFORM DECLARATORY JUDGMENTS ACT (TEXAS CIVIL PRACTICE AND REMEDIES CODE SECTION 37.001, ET SEQ., AS AMENDED). LESSEE ACKNOWLEDGES
THAT IT UNDERSTANDS ALL TERMS AND CONDITIONS OF THE THIS SUBLEASE.


 


BY
EXECUTION OF THIS SUBLEASE, LESSEE HEREBY REPRESENTS AND WARRANTS THAT LESSEE HAS READ AND UNDERSTOOD THE SUBLEASE.


 


		17.25	Waiver
                                         of Rights under the Deceptive Trade Practices; Consumer Protection Act: Landlord
                                         and Lessee waive their rights under the Deceptive Trade Practices-Consumer Protection
                                         Act, Section 17.41 et seq., Business & Commerce Code, a law that gives consumers
                                         special rights and protections. Each, after consultation with an attorney of its selection,
                                         voluntarily consents to this waiver.



 






    	26



    	 



    

 


		17.26	Patriot
                                         Act Representation: MDC and Lessee each represent to the other that: (i) its property
                                         interests are not blocked by Executive Order No. 13224, 66 Fed. Reg. 49079; (ii) it is
                                         not a person listed on the Specially Designated Nationals and Blocked Persons list of
                                         the Office of Foreign Assets Control of the United States Department of the Treasury;
                                         and (iii) it is not acting for or on behalf of any person on that list.



		17.27	Landlord
                                         Improvements; Security Fencing: MDC agrees to provide a security fence with keypad
                                         entrance to the perimeter of Lot H and Lot M of the Leased Premises; provided, however,
                                         that MDC shall only be responsible for the costs of said security fence in an amount
                                         not to exceed $100,000.00.



		17.28	Landscaping:
                                         MDC agrees to provide for professional landscaping work and services for the Leased Premises,
                                         which are more particularly described in the Project Manual for the Midland Development
                                         Corporation Landscape Improvements to the Spaceport Business Park Project and the associated
                                         Midland Development Corporation Landscape Improvements Construction Plans.



		17.29	Governmental
                                         Function: MDC AND LESSEE HEREBY ACKNOWLEDGE AND AGREE THAT THE ENTIRETY OF MDC’S
                                         PERFORMANCE AND OBLIGATIONS UNDER THIS SUBLEASE ARE GOVERNMENTAL FUNCTIONS. BY ENTERING
                                         INTO THIS SUBLEASE, LESSEE RELEASES MDC FROM ANY PRESENT OR FUTURE CLAIMS ASSERTING MDC’S
                                         PERFORMANCE AND OBLIGATIONS UNDER THIS SUBLEASE ARE NOT GOVERNMENTAL FUNCTIONS. MDC AND
                                         LESSEE ACKNOWLEDGE AND AGREE THAT THIS SUBLEASE IS IN THE PUBLIC INTEREST AND SERVES
                                         A PUBLIC PURPOSE OF THE STATE OF TEXAS AND CITY OF MIDLAND IN PROMOTING THE WELFARE OF
                                         THE GENERAL PUBLIC ECONOMICALLY BY SECUREING AND RETAINING BUSINESS ENTERPRISES AND AS
                                         A RESULT OF MAINTAINING A HIGHER LEVEL OF EMPLOYMENT, ECONOMIC ACTIVITY, AND STABILITY.



THERE
ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. TIME IS OF THE ESSENCE WITH REGARDS TO ALL DEADLINES IN THIS SUBLEASE.


 


REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE TO FOLLOW


 




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IN
WITNESS WHEREOF, the parties hereto have caused this Sublease to be legally executed in duplicate this 13th day of November, 2018.


 


	 	MIDLAND
    DEVELOPMENT CORPORATION
	 	 
	 	/s/
    Brent D. Hilliard
	 	Brent
    D. Hilliard, Chairman


 


	ATTEST:	 
	 	 
	/s/
    Wesley Bownds	 
	Wesley
    Bownds, Secretary	 


 


[Signature
Page Follows]


 




    	28



    	 



    
 	 	AST & SCIENCE, LLC
	 	 
	 	/s/ Tho

                                                 mas E. Severson

	 	Thomas E. Severson JR
	 	Chief Financial Officer & COO




 


	THE
    STATE OF NORTH CAROLINA	§
	 	§
	COUNTY
    OF SWAIN	§




 


BEFORE
ME, Lisa L. Bryan, a notary public, on this day personally appeared Abel Avellan, Chairman and CEO of AST & Science, LLC,
known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the
same as the act and deed of said Company for the purposes and consideration therein expressed and in the capacity therein stated.


 


GIVEN
UNDER MY HAND AND SEAL OF OFFICE THIS 13th day of November, A.D., 2018.


 


	 	/s/ Lisa L. Bryan
	 	Notary Public, in and for
	 	the State of North Carolina





  




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