Exhibit 10.2


 





OFFICE LEASE


 


THIS LEASE is made this 1st day of January,
2013, by and between KENYON HOLDINGS, LLC, ("Landlord"), and Twin Cities Power Holdings, LLC or assigns
("Tenant").


 


THIS LEASE is entered into to extinguish
and replace the following documents entered into by and between Kenyon Crossings, LLC, a Minnesota Limited Liability Company (“Landlord”)
and Twin Cities Power, LLC, a Minnesota limited liability company (“Tenant”):


 


Office Lease dated May 13, 2009;


Lease Addendum (Amendment) dated May 13,
2009; and


Second Amendment to Lease dated November
21, 2011.


 


W I T N E S S E T H:


 


ARTICLE 1 - LEASE OF PREMISES


 


Section 1.01.Lease of Premises. Landlord hereby
leases to Tenant and Tenant hereby leases from Landlord, subject to all of the terms and conditions hereinafter set forth, office
and warehouse space in the building described below which is commonly known as Kenyon Crossings at 16233 Kenyon Avenue, Lakeville,
Dakota County, Minnesota, and which is situated on the tract of land described in Exhibit A-l attached hereto (the "Building")
for the term hereinafter specified. The space in the Building hereby leased to Tenant is set forth in Item A of the Basic Lease
Provisions and is outlined in red on Exhibit A-2 attached hereto (the "Leased Premises") . Elevators shall not
be leased to Tenant and shall remain under Landlord's control.


 


Section 1.02.Basic Lease Provisions.


 


		A.	Building Address: 16233 Kenyon Avenue South, Lakeville, MN 55069; Floor 1 (see map) and Floor: 2; Suite 210;



 


		B.	Rentable Area: approximately 11,910 square feet consisting of approximately 9,810 square feet of office and 2,100
square feet known as the “fitness center”;



 


			Landlord shall provide Tenant with a lower level 10’ by 20’ storage space known as space #2.



 


			Tenant shall be allocated ten (10) parking spaces in the building’s parking garage. Tenant has a right of first refusal
to purchase additional parking spaces at an annual additional cost of $1,000.00 per year, per space.



 


Landlord shall measure from the outside of the outside
walls to the center of the interior demising walls to determine the Rentable Area and from the outside of the outside walls to
determine the rentable area of the Building.


 


C.Building Expense Percentage: 45.72%;


 





D.Minimum Annual Rent:


 





	 	Minimum Annual Base Rent Beginning 1/01/2013:	$147,171.00 per year*
	 	Estimated Operating Expenses (2013):	$  87,300.30 per year
	 	Estimated Annual Rent Beginning 1/01/2013	$234,471.30 per year







 





*Base rent will have Annual increases
of 3% each year over the term of the lease.


 


E.Monthly Rental Installments:


 





	 	Minimum Monthly Base Rent Beginning 1/01/13:	$12,264.25 per month
	 	Estimated Monthly Operating Expenses (2013): 	$  7,275.03 per month
	 	Estimated Monthly Rent Beginning 1/01/2013:	$19,539.28 per month







 


Amounts in items D and E above do not
include telephone, data or any of the services as defined in Section 3.02 that are provided by Tenant.


 


 






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		F.	Term: Five (5) Years;



 


		G.	Commencement Date: 1/01/2013;



 


		H.	Security Deposit: $7,972.50;*



 


			* Paid previously in conjunction with original Lease



 


		I.	Broker: None



 


		J.	Permitted Use: General Office and storage;



 


		K.	Working Drawings Approval Date: N/A;



 


		L.	Landlord to provide space with no improvements. Tenant to take “as is” with no custom build out or changes.



 


		M.	Address for payments and notices as follows:



 





	 	Landlord:	Kenyon Holdings, LLC	 
	 	 	16233 Kenyon Avenue, Suite 201	 
	 	 	Lakeville, MN 55044	 
	 	 	 	 
	 	With Rental	 	 
	 	Payments to:	Kenyon Holdings, LLC	 
	 	 	16233 Kenyon Avenue, Suite 201	 
	 	 	Lakeville, MN 55044	 
	 	 	 	 
	 	Tenant:	Twin Cities Power Holdings, LLC	 
	 		16233 Kenyon Avenue, Suite 210	 
	 		Lakeville, MN  55044	 







 


ARTICLE 2 - TERM AND POSSESSION


 


Section 2.01.Term. The term of this Lease
shall be the period of time specified in Item F of the Basic Lease Provisions ("Original Term") and shall commence on
the Commencement Date as provided in Item G of the Basic Lease Provisions The date of commencement as defined above, hereinafter
called the "Commencement Date," and the "Expiration Date" shall be confirmed by Tenant as provided in Section
2.03. As used in this Lease, "Lease Term" shall include the Original Term and any renewal thereof.


 


Section 2.02.Construction of Tenant Finish Improvements
and Possession. Tenant has personally inspected the Leased Premises and accepts the same "as is" without representation
or warranty by Landlord of any kind and with the understanding that Landlord shall have no responsibility with respect thereto.


 


Section 2.03.Tenant's Acceptance of the Leased
Premises. Promptly after the Commencement Date, Tenant shall execute a letter of understanding acknowledging (i) the Commencement
Date and Expiration Date of this Lease, and (ii) that Tenant has accepted the Leased Premises for occupancy and that the condition
of the Leased Premises and the Building was at the time satisfactory and in conformity with the provisions of this Lease in all
respects. Such letter of understanding shall become a part of this Lease. If Tenant takes possession of and occupies the Leased
Premises, Tenant shall be deemed to have accepted the Leased Premises in the manner described in this Section 2.03, even though
the letter of understanding provided for herein may not have been executed by Tenant.


 


Section 2.04.Surrender of the Premises. Upon
the expiration or earlier termination of this Lease, or upon the exercise by Landlord of its right to re-enter the Leased Premises
without terminating this Lease, Tenant shall immediately surrender the Leased Premises to Landlord, together with all alterations,
improvements and other property as provided elsewhere herein, in broom-clean condition and in good order, condition and repair,
except for ordinary wear and tear and damage which Tenant is not obligated to repair, failing which Landlord may restore the Leased
Premises to such condition at Tenant's expense. Upon such expiration or termination, Tenant shall have the right to remove its
personal property (as described in Article 7), and shall, upon Landlord's request, remove all computer equipment and flooring in
the Leased Premises, at its sole cost and expense. Any property remaining in the Leased Premises after the expiration or termination
of this Lease shall be deemed abandoned and Landlord shall have the right to remove and dispose of such property at Tenant's sole
cost and expense. Tenant shall, at its expense, promptly repair any damage caused by any such removal, and shall restore the Leased
Premises to the condition existing prior to the installation of the items so removed.


 






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Section 2.05.Holding Over. If Tenant retains
possession of the Leased Premises after the expiration or earlier termination of this Lease, Tenant shall become a Tenant from
month to month at One Hundred Fifty Percent (150%) of the then prevailing market rate (as determined by Landlord in its sole and
absolute discretion) for the Leased Premises in effect upon the date of such expiration or earlier termination (subject to adjustment
as provided in Article 3 hereof and prorated on a daily basis), and otherwise upon the terms, covenants and conditions herein specified,
so far as applicable. Acceptance by Landlord of rent after such expiration or earlier termination shall not result in a renewal
of this Lease. Notwithstanding the foregoing provision, no holding over by Tenant shall operate to extend this Lease, and Tenant
shall vacate and surrender the Leased Premises to Landlord upon Tenant being given thirty (30) days prior written notice from Landlord
to vacate. The foregoing provisions of this Section 2.05 are in addition to and do not affect Landlord's right of re-entry or any
other rights of Landlord hereunder or as otherwise provided by law.


 





ARTICLE 3 - RENT


 


Section 3.01.Base Rent. Tenant shall pay to
Landlord as Minimum Annual Rent for the Leased Premises the sum specified in Item D of the Basic Lease Provisions, payable in equal
consecutive Monthly Rental Installments as specified in Item E of the Basic Lease Provisions, in advance, without deduction or
offset, on or before the first day of each and every calendar month during the Lease Term; provided, however, that if the Commencement
Date shall be a day other than the first day of a calendar month or the Expiration Date shall be a day other than the last day
of a calendar month, the Monthly Rental Installment for such first or last fractional month shall be prorated on the basis of the
number of days during the month this Lease was in effect in relation to the total number of days in such month.


 


Section 3.02.Annual Rental Adjustment.


 


		A.	Definitions. For purposes of this Section 3.02, the following definitions shall apply:



 


		1.	"Annual Rental Adjustment" - shall mean the amount of Tenant's Proportionate Share of Operating Expenses for
a particular calendar year.



 


		2.	"Operating Expenses" - shall mean the amount of all of Landlord's direct costs and expenses paid or incurred
in operating and maintaining the Building (including the Exterior Common Areas and Interior Common Areas as defined in Section
19.03 and the land described in Exhibit A-l) for a particular calendar year as determined by Landlord in accordance with
generally accepted accounting principles, consistently app1ied, including all additional direct costs and expenses of operation
and maintenance of the Building which Landlord reasonably determines that it would have paid or incurred during such year if the
Building had been fully occupied, including by way of illustration and not limitation: all general real estate taxes and all special
assessments levied against the Building (hereinafter called "real estate taxes"), other than penalties for late payment;
costs and expenses of contesting the validity or amount of real estate taxes; insurance premiums, water, sewer, electrical and
other utility charges other than the separately billed electrical and other charges paid by Tenant as provided in this Lease; service
and other charges incurred in the operation and maintenance of the elevators and the heating, ventilation and air-conditioning
system for common areas; cleaning and other janitorial services for common areas; tools and supplies; repair costs; landscape maintenance
costs; security services; license, permit and inspection fees; management fees; wages and related employee benefits payable for
the maintenance and operation of the Building; amortization of capital improvements that produce a net reduction in operating costs
together with interest at the rate of twelve percent (12%) per annum on the unamortized balance thereof; maintenance and repair
costs, dues, fees and assessments incurred under any owners association agreement applicable to the Building and in general all
other costs and expenses which would, under generally accepted accounting principles, be regarded as operating and maintenance
costs and expenses, including those which would normally be amortized over a period not to exceed five (5) years. There shall also
be included in Operating Expenses the cost or portion thereof reasonably allocable to the Building, amortized over such period
as Landlord shall reasonably determine, together with interest at the rate of twelve percent (12%) per annum on the unamortized
balance, of any capital improvements made to the Building by Landlord after the date of this Lease which are required under any
governmental law or regulation that was not applicable to the Building at the time it was constructed.



 


		3.	"Building Expense Percentage" - shall mean the percentage specified in Item C of the basic Lease Provisions.
This percentage was determined by dividing the rentable area in the Leased Premises by the total rentable area in the Building.



 


		4.	"Tenant's Proportionate Share of Operating Expenses" -shall be an amount equal to the product of Tenant's
Building Expense Percentage as provided in Item C of the Basic Lease Provisions times the Operating Expenses.



 


 



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		B.	Payment Obligation. In addition to the Minimum Annual Rent specified in this Lease, Tenant shall pay to Landlord as
additional rent for the Leased Premises, in each calendar year or partial calendar year, during the term of this Lease, an amount
equal to Tenant's Proportionate Share of Operating Expenses for such calendar year.



 


		1.	Payment of Estimated Annual Rental Adjustment - The Annual Rental Adjustment shall be estimated annually by Landlord,
and written notice thereof shall be given to Tenant. In the case of the calendar year in which the Lease Term commences, written
notice of the estimated Operating Expenses shall be given to Tenant prior to the Commencement Date. Tenant shall pay to Landlord
each month, at the same time the Monthly Rental Installment is due, an amount equal to one-twelfth (1/12) of the estimated
Annual Rental Adjustment.



 


		2.	Increases in Estimated Annual Rental Adjustment - If real estate taxes or the cost of utility or janitorial services
increase during a calendar year, Landlord may increase the estimated Annual Rental Adjustment during such year by giving Tenant
written notice to that effect, and thereafter Tenant shall pay to Landlord, in each of the remaining months of such year, an amount
equal to the amount of such increase in the estimated Annual Rental Adjustment divided by the number of months remaining in such
year.



 


		3.	Adjustment to Actual Annual Rental Adjustment - Within a reasonable time after the end of each calendar year, Landlord
shall prepare and deliver to Tenant a statement showing the actual Annual Rental Adjustment. Within thirty (30) days after receipt
of the aforementioned statement, Tenant shall pay to Landlord, or Landlord shall credit against the next rent payment or payments
due from Tenant, as the case may be, the difference between the actual Annual Rental Adjustment for the preceding calendar year
and the estimated amount paid by Tenant during such year. If this Lease shall commence, expire or be terminated on any date other
than the last day of a calendar year, then the Annual Rental Adjustment for such partial calendar year shall be prorated on the
basis of the number of days during the year this Lease was in effect in relation to the total number of days in such year.



 


		4.	Tenant Verification - Tenant or its accountants shall have the right to inspect, at reasonable times and in a reasonable
manner, during the ninety (90) day period following the delivery of Landlord's statement of the actual amount of the Annual Rental
Adjustment, such of Landlord's books of account and records as pertain to and contain information concerning such costs and expenses
in order to verify the amounts thereof.



 


Section 3.03.Late Charges. In the event Tenant
fails to pay within ten (10) days after the same is due and payable any installment of Minimum Annual Rent or any other sum or
charge required to be paid by Tenant to Landlord under this Lease, such unpaid rent shall bear a late payment charge in the amount
of five percent (5%) of the past due amount.


 


ARTICLE 4 - SECURITY DEPOSIT - A security deposit
has been made as stated in Section 1.02 H. The security deposit shall be held until the expiration of the Term at which
time an inspection of Leased Premises shall take place. If it is determined that Leased Premises are in the condition as set forth
in Section 2.04, Tenant will receive a refund in the amount of the original security deposit within Ten (10) business days of the
end of the Lease. If the Leased Premises are not in acceptable condition as set forth in Section 2.04, Landlord shall provide a
letter stating the reasons for withholding the Security Deposit in accordance with State Law.


 






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ARTICLE 5 - OCCUPANCY AND USE


 


Section 5.01.Occupancy. Tenant shall use and
occupy the Leased Premises for the purposes set forth in Item J of the Basic Lease Provisions and shall not use the Leased Premises
for any other purpose whatsoever.


 


Section 5.02.Covenants of Tenant Regarding Use.
In connection with its use of the Leased Premises, Tenant agrees to do the following:


 


		A.	Tenant shall (i) use and maintain the Leased Premises and conduct its business thereon in a safe, careful,  reputable
and lawful manner, (ii) comply with the Covenants and all laws, rules, regulations, orders, ordinances, directions and requirements
of any governmental authority or agency, now in force or which may hereafter be in force, including without limitation those which
shall impose upon Landlord or Tenant any duty with respect to or triggered by a change in the use or occupation of, or any improvement
or alteration to, the Leased Premises, (iii) comply with and obey all reasonable directions of the Landlord, including the Building
Rules and Regulations attached hereto as Exhibit C and as may be modified from time to time by Landlord on reasonable notice
to Tenant, and (iv) shall not do or permit anything to be done in or about the Leased Premises which will in any way obstruct or
interfere with the rights of other Tenants or occupants of the Building or injure or annoy them. Landlord shall not be responsible
to Tenant for the non-performance by any other Tenant or occupant of the Building of any of the Building Rules and Regulations,
but agrees to take reasonable measures to assure such other Tenant's compliance.



 


		B.	Landlord reserves the right to direct the positioning of all heavy equipment, furniture and fixtures which Tenant desires to
place in the Leased Premises so as to distribute properly the weight thereof, and to require the removal of any equipment or furniture
which exceeds the weight limit specified herein.



 


		C.	Tenant shall not use the Leased Premises, or allow the Leased Premises to be used, for any purpose or in any manner which would,
in Landlord's opinion, invalidate any policy of insurance now or hereafter carried on the Building or increase the rate of premiums
payable on any such insurance policy. Should Tenant fail to comply with this covenant, Landlord may, at its option, require Tenant
to stop engaging in such activity or to reimburse Landlord as additional rent for any increase in premiums charged on the insurance
carried by Landlord on the Leased Premises and attributable to the use being made of the Leased Premises by Tenant.



 





		D.	Tenant shall not inscribe, paint, affix or display any signs, advertisements or notices on the Building, except for such Tenant
identification information as Landlord permits to be included or shown on the directory board in the main lobby and on or adjacent
to the access door or doors to the Leased Premises.



 


Section 5.03.Landlord's Rights Regarding Use.
In addition the rights specified elsewhere in this Lease, Landlord shall have the following rights regarding the use of the Leased
Premises or the Common Areas by Tenant, its employees, agents, customers and invitees, each of which may be exercised without notice
or liability to Tenant:


 


		A.	Landlord may install such signs, advertisements or notices or Tenant identification information on the directory board or Tenant
access doors as it shall deem necessary or proper.



 


		B.	Landlord shall approve or disapprove, prior to installation, all types of drapes, shades and other window coverings used in
the Leased Premises, and may control all internal lighting that may be visible from outside the Leased Premises.



 


		C.	Landlord shall approve or disapprove all sign painting and lettering used on the Leased Premises and the Building.



 


		D.	Landlord may grant to any person the exclusive right to conduct any business or render any service in the Building, provided
that such exclusive right shall not operate to limit Tenant from using the Leased Premises for the use permitted in Item J of the
Basic Lease Provisions.



 


		E.	Landlord may control the Common Areas in such manner as it deems necessary or proper.



 


Section 5.04. Access to and Inspection of the
Leased Premises. Landlord, its employees and agents and any mortgagee of the Building shall have the right to enter any part
of the Leased Premises at reasonable times for the purposes of examining or inspecting the same, showing the same to prospective
purchasers, mortgagees or Tenants and making such repairs, alterations or improvements to the Leased Premises or the Building as
Landlord may deem necessary or desirable. If representatives of Tenant shall not be present to open and permit such entry into
the Leased Premises at any time when such entry is necessary or permitted hereunder, Landlord and its employees and agents may
enter the Leased Premises by means of a master or pass key or otherwise. Landlord shall incur no liability to Tenant for such entry,
nor shall such entry constitute an eviction of Tenant or a termination of this Lease, or entitle Tenant to any abatement of rent
therefor.


 






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ARTICLE 6 - UTILITIES AND OTHER BUILDING SERVICES


 


Section 6.00.Tenant Responsibility For Utilities
and Interior Maintenance. Tenants shall be wholly responsible, and shall bear all costs associated with, the operation and
maintenance of all interior parts or portions of the Leased Premises, including entrance and overhead garage doors, heating, plumbing,
electrical and mechanical fixtures and equipment except as such items may be covered by manufacturer warranties. Tenants shall
be responsible for individually metered utilities (including but not limited to electricity and gas) and provide and pay for Tenants
own janitorial services, dumpster, telephone, and/or any other utility services or energy sources furnished to the
Leased Premises during the term of this Lease or any renewal or extension thereof. Tenants shall also pay their prorata share of
all other operating expenses (including but not limited to costs associated with the operation and maintenance of Interior and
Exterior Common Areas), as defined in Section 3.02, A.2.


 


Section 6.01.Services to be Provided. Provided
Tenant is not in default, Landlord shall furnish to Tenant, and Tenant shall pay for the following other building services to the
extent reasonably necessary for Tenant's comfortable use and occupancy of the Leased Premises for general office use or as may
be required by law or directed by governmental authority.


 


		A.	Exterior Building maintenance including but not limited to lawn care, snow removal, parking lot maintenance, and monument signage;



 


		B.	Water in the Common Areas for lavatory and drinking purposes and exterior sprinkler systems;



 


		C.	Washing of windows at intervals reasonably established by Landlord;



 


		D.	Repair and maintenance to the extent specified elsewhere in this Lease.



 





Section 6.02.Additional Services. If Tenant
requests any other utilities or building services in addition to those identified above or any of the above utilities or building
services in frequency, scope, quality or quantity substantially greater than those which Landlord determines are normally required
by other Tenants in the Building for general office use, then Landlord shall use reasonable efforts to attempt to furnish Tenant
with such additional utilities or building services. In the event Landlord is able to and does furnish such additional utilities
or building services, the costs thereof shall be borne by Tenant, who shall reimburse Landlord monthly for the same as additional
rent at the same time Monthly Rental Installments and other additional rent is due.


 


If any lights, machines or equipment (including but not limited
to computers) used by Tenant in the Leased Premises materially affect the temperature otherwise maintained by the Building's air-conditioning
system or generate substantially more heat in the Leased Premises than that which would normally be generated by the lights and
business machines typically used by other Tenants in the Building or by Tenants in comparable office buildings, then Landlord shall
have the right to install any machinery or equipment which Landlord considers reasonably necessary in order to restore the temperature
balance between the Leased Premises and the rest of the Building, including equipment which modifies the Building's air-conditioning
system. All costs expended by Landlord to install any such machinery and equipment and any additional costs of operation and maintenance
occasioned thereby shall be borne by Tenant, who shall reimburse Landlord for the same as provided in this Section 6.02.


 


Tenant shall not install or connect any electrical equipment
other than the business machines and equipment typically used for general office purposes by Tenants in office buildings comparable
to the Building (a computer not being an example of such a typical business machine with the exception of personal computers and
word processors) without Landlord's prior written consent. If Landlord determines that the electricity used by the equipment to
be so installed or connected exceeds the designed load capacity of the Building's electrical system or is in any way incompatible
therewith, then Landlord shall have the right, as a condition to granting its consent, to make such modifications to the electrical
system or other parts of the Building or Leased Premises, or to require Tenant to make such modifications to the equipment to
be installed or connected, as Landlord considers to be reasonably necessary before such equipment may be so installed or connected.
The cost of any such modifications shall be borne by Tenant, who shall reimburse Landlord for the same (or any portion thereof
paid by Landlord) as provided in this Section 6.02.


 


Section 6.03.Interruption of Services. Tenant
understands, acknowledges and agrees that any one or more of the utilities or other building services identified in Section 6.01
may be interrupted by reason of accident, emergency or other causes beyond Landlord's control, or may be discontinued or diminished
temporarily by Landlord or other persons until certain repairs, alterations or improvements can be made; that Landlord does not
represent or warrant the uninterrupted availability of such utilities or building services, and that any such interruption shall
not be deemed an eviction or disturbance of Tenant's right to possession, occupancy and use of the Leased Premises or any part
thereof, or render Landlord liable to Tenant for damages by abatement of rent or otherwise, or relieve Tenant from the obligation
to perform its covenants under this Lease.


 






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ARTICLE 7 - REPAIRS, MAINTENANCE, ALTERATIONS, IMPROVEMENTS
AND FIXTURES


 


Section 7.01.Repair and Maintenance of Building.
Subject to Section 7.02 and except for any repairs made necessary by the negligence, misuse, or default of Tenant, its employees,
agents, customers and invitees, Landlord shall make all necessary repairs to the exterior walls, exterior doors, windows, corridors
and other common areas of the Building, and Landlord shall keep the Building in a safe, clean and neat condition and use reasonable
efforts to keep all equipment used in common with other Tenants, such as elevators, plumbing, heating, air conditioning and similar
equipment, in good condition and repair. Except as provided in Article 6, Article 8 and Article 10 hereof, there shall be no abatement
of rent and no liability of Landlord by reason of any injury to, or interference with Tenant's business arising from the making
of any repairs, alterations or improvements in or to any portion of the Building or the Leased Premises or in or to any fixtures,
appurtenances and equipment therein or thereon.


 


Section 7.02.Repair and Maintenance of Leased
Premises. Tenant shall keep and maintain the Leased Premises in good order, condition and repair. Except for ordinary wear
and tear and damage which Tenant is not obligated to repair as provided elsewhere in this Lease, the cost of all repairs and maintenance
to the Leased Premises shall be borne by Tenant, who shall be separately billed and shall reimburse Landlord for the same as additional
rent, or as a part of Operating Expenses as set forth in Section 3.02.


 


Section 7.03.Alterations or Improvements.
Tenant shall not make or permit alterations of or upon any part of the Leased Premises or additions to the Leased Premises without
first obtaining the written consent of Landlord. Tenant shall at its sole expense and cost, ensure that all permitted alterations
and additions which are made or necessitated thereby (whether inside or outside the Leased Premises) shall be made in accordance
with all applicable laws, rules, codes, ordinances and regulations in a good and workmanlike manner and in quality equal to or
better than the original construction of the Leased Premises or Building, and Tenant shall comply with such requirements as Landlord
considers necessary or desirable. Landlord's consent to any such alterations or additions shall create no responsibility or liability
on the part of Landlord for the completeness, design, sufficiency, or compliance with laws, rules, codes, ordinances, or regulations
of such alterations or additions of the plans, specifications or working drawings therefor.





 


Tenant shall promptly pay all costs attributable to such alterations
and additions and shall promptly repair any damage to the Leased Premises, Building or Common Areas caused by or resulting from
such alterations and additions. Any such alterations and additions shall remain for the benefit of Landlord, provided, however,
that Landlord may elect upon ninety (90) days prior written notice to Tenant to require that Tenant, at its expense, remove at
the expiration or earlier termination of this Lease all or a portion of the alterations or additions made by Tenant and repair
any damage caused by such removal. Tenant's obligations under this Section shall survive the expiration or earlier termination
of this Lease.


 


Tenant shall indemnify and save harmless Landlord from all costs,
loss or expense in connection with any construction or installation. No person shall be entitled to any lien directly or indirectly
derived through or under Tenant or through or by virtue of any act or omission of Tenant upon the Leased Premises for any improvements
or fixtures made thereon or installed therein or for or on account of any labor or material furnished to the Leased Premises or
for or on account of any matter or thing whatsoever; and nothing in this Lease contained shall be construed to constitute a consent
by Landlord to the creation of any lien. In the event any lien is filed against the Leased Premises, or any part thereof, for work
claimed to have been done for or material claimed to have been furnished to Tenant, Tenant shall cause such lien to be discharged
of record within thirty (30) days after filing by bonding or as provided or required by law or in any other lawful manner. Tenant
shall indemnify and save harmless Landlord from all costs, losses, expenses, and attorneys' fees in connection with any such lien.


 


Section 7.04.Trade Fixtures. Any trade fixtures
installed on the Leased Premises by Tenant at its own expense, such as movable partitions, counters, shelving, showcases, mirrors
and the like, may, and, at the request of Landlord, shall be removed on the expiration or earlier termination of this Lease, provided
that Tenant is not then in default, that Tenant bears the cost of such removal, and further that Tenant repairs at its own expense
any and all damage to the Leased Premises resulting from such removal. If Tenant fails to remove any and all such trade fixtures
from the Leased Premises on the expiration or earlier termination of this Lease, all such trade fixtures shall become the property
of Landlord unless Landlord elects to require their removal, in which case Tenant shall, at its expense, promptly remove the same
and restore the Leased Premises to their prior condition.






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ARTICLE 8 - FIRE OR OTHER CASUALTY; CASUALTY INSURANCE


 


Section 8.01.Substantial Destruction of the Building
or the Leased Premises. If either the Building or the Leased Premises should be substantially destroyed or damaged (which as
used herein, means destruction or material damage to at least 50% of the Building or the Leased Premises) by fire or other casualty
insured under the fire and extended coverage insurance provided by Landlord in accordance with Section 8.03 hereof, then Landlord
or Tenant may, at its option, terminate this Lease by giving written notice of such termination to the other party within thirty
(30) days after the date of such casualty. In such event, rent shall be apportioned to and shall cease as of the date of such casualty.
If neither party exercises this option, then the Leased Premises shall be reconstructed and restored, at Landlord's expense, to
substantially the same condition as they were prior to the casualty; provided however, that Landlord's obligation hereunder shall
be limited to the reconstruction of such of the Tenant finish improvements as were originally required to be made by Landlord to
the extent of the availability of insurance proceeds therefor; and further provided that if Tenant has made any additional improvements
pursuant to Section 7.03. Tenant shall reimburse Landlord for the cost of reconstructing the same. In the event of such reconstruction,
rent shall be abated from the date of the casualty until substantial completion of the reconstruction repairs; and this Lease shall
continue in full force and effect for the balance of the Term.


 


Section 8.02. Partial Destruction of the Leased
Premises. If the Leased Premises should be damaged by fire or other casualty insured under the fire and extended coverage insurance
provided by Landlord in accordance with Section 8.03 hereof, but not substantially destroyed or damaged to the extent provided
in Section 8.01, then such damaged part of the Leased Premises shall be reconstructed and restored, at Landlord's expense, to substantially
the same condition as it was prior to the casualty; provided however, that Landlord's obligation hereunder shall be limited to
the reconstruction of such of the Tenant finish improvements as were originally required to be made by Landlord to the extent of
the availability of insurance proceeds therefor; and further provided that if Tenant has made any additional improvements pursuant
to Section 7.03, Tenant shall reimburse Landlord for the cost of reconstructing the same. In such event, if the damage is expected
to prevent Tenant from carrying on its business in the Leased Premises to an extent exceeding 30% of its normal business activity,
rent shall be abated in the proportion which the approximate area of the damaged part bears to the total area in the Leased Premises
from the date of the casualty until substantial completion of the reconstruction repairs; and this Lease shall continue in full
force and effect for the balance of the Term. Landlord shall use reasonable diligence in completing such reconstruction repairs,
but in the event Landlord fails to substantially complete the same within one hundred eighty (180) days from the date of the casualty,
Tenant may, at its option, terminate this Lease by giving Landlord written notice of such termination, whereupon both parties shall
be released from all further obligations and liability hereunder.


 


Section 8.03.Casualty Insurance. Landlord
shall at all times during the Lease Term carry a policy of insurance which insures the Building, including the Leased Premises,
against loss or damage by fire or other casualty (namely, the perils against which insurance is afforded by a standard fire insurance
policy and extended coverage endorsement); provided, however, that Landlord shall not be responsible for, and shall not be obligated
to insure against, any loss of or damage to any personal property of Tenant or which Tenant may have in the Building or the Leased
Premises or any trade fixtures installed by or paid for by Tenant on the Leased Premises or any additional improvements which Tenant
may construct on the Leased Premises, and Landlord shall not be liable for any loss or damage to such property, regardless of cause,
including the negligence of Landlord and its employees, agents, customers and invitees. If the Tenant finish improvements which
are in excess of the Building standard Tenant finish improvements or any alterations or improvements made by Tenant pursuant to
Section 7.03 result in an increase in the premiums charged during the Lease Term on the casualty insurance carried by Landlord
on the Building, then the cost of such increase in insurance premiums shall be borne by Tenant, who shall reimburse Landlord for
the same as additional rent after being separately billed therefor.


 






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Section 8.04.Waiver of Subrogation. Landlord
and Tenant hereby release each other and each other's employees, agents, customers and invitees from any and all liability for
any loss of or damage or injury to person or property occurring in, on or about or to the Leased Premises, the Building or personal
property within the Building by reason of fire or other casualty or any other risk which is or which is required to be insured
against under this Lease, regardless of cause, including the negligence of Landlord or Tenant and their respective employees, agents,
customers and invitees, and agree that all insurance carried by either of them shall contain a clause whereby the insurer waives
its right of subrogation against the other party. Because the provisions of this Section 8.04 are intended to preclude the assignment
of any claim mentioned herein by way of subrogation or otherwise to an insurer or any other person, each party to this Lease shall
give to each insurance company which has issued to it one or more policies of fire and extended coverage insurance notice of the
provisions of this Section 8.04 and have such insurance policies properly endorsed, if necessary, to prevent the invalidation of
such insurance by reason of the provisions of this Section 8.04.


 


ARTICLE 9 - GENERAL PUBLIC LIABILITY, INDEMNIFICATION
AND INSURANCE


 


Section 9.01.Tenant's Responsibility.
Tenant shall assume the risk of, be responsible for, have the obligation to insure against, and indemnify Landlord and hold it
harmless from any and all liability for any loss of or damage or injury to any person (including death resulting therefrom) or
property occurring in, on or about the Leased Premises, regardless of cause, except for any loss or damage from fire or other casualty
as provided in Section 8.03 and except for that caused directly by the sole negligence of Landlord and its employees, agents, customers
and invitees; and Tenant hereby releases Landlord from any and all liability for the same. Tenant's obligation to indemnify Landlord
hereunder shall include the duty to defend against any claims asserted by reason of such loss, damage or injury and to pay any
judgments, settlements, costs, fees and expenses, including attorneys' fees, incurred in connection therewith. Notwithstanding
anything herein to the contrary, Tenant shall bear the risk of any loss or damage to its property as provided in Section 8.03.


 


Section 9.02.Tenant's Insurance. Tenant, in
order to enable it to meet its obligation to insure against the liabilities specified in this Lease, shall at all times during
the Lease Term carry, at its own expense, one or more policies of general public liability and property damage insurance, issued
by one or more insurance companies acceptable to Landlord, with the following minimum coverages:


 


	A.	Worker's Compensation -- minimum statutory amount.







 


	B.	Comprehensive General Liability Insurance, including Blanket, Contractual Liability, Broad Form Property Damage, Personal Injury,
Completed Operations, Products Liability Fire Damage. Not less than $1,000,000 Combined Single Limit for both bodily injury and
property damage.






 


	C.	Fire and Extended Coverage, Vandalism and Malicious Mischief, and Sprinkler Leakage insurance, for the full cost of replacement
of Tenant's property.






 


Such insurance policy or policies shall protect Tenant and Landlord
as their interests may appear, naming Landlord and Landlord's managing agent and mortgagee as additional insurers and shall provide
that they may not be cancelled on less than thirty (30) days prior written notice to Landlord. Tenant shall furnish Landlord with
Certificates of Insurance evidencing such coverage within thirty (30) days after a request to do so. Should Tenant fail to carry
such insurance and furnish Landlord with such Certificates of Insurance, Landlord shall have the right, but not the obligation,
to obtain such insurance and collect the cost thereof from Tenant as additional rent.


 


Section 9.03. Landlord's Responsibility. Landlord
shall assume the risk of, be responsible for, have the obligation to insure against, and indemnify Tenant and hold it harmless
from, any and all liability for any loss of or damage or injury to person (including death resulting therefrom) or property (other
than Tenant's property as provided in Section 8.03) occurring in, on or about the Common Areas, regardless of cause, except for
that caused by the sole negligence of Tenant and its employees, agents, customers and invitees; and Landlord hereby releases Tenant
from any and all liability for the same. Landlord's obligation to indemnify Tenant hereunder shall include the duty to defend against
any claims asserted by reason of such loss, damage or injury and to pay any judgments, settlements, costs, fees and expenses, including
attorneys' fees, incurred in connection therewith.






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ARTICLE 10 - EMINENT DOMAIN


 


If the whole or any part of the Leased Premises shall be taken
for public or quasi-public use by a governmental or other authority having the power of eminent domain or shall be conveyed to
such authority in lieu of such taking, and if such taking or conveyance shall cause the remaining part of the Leased Premises to
be unTenantable and inadequate for use by Tenant for the purpose for which they were leased, then either Landlord or Tenant may,
at their respective option, terminate this Lease as of the date Tenant is required to surrender possession of the Leased Premises
by giving written notice of such termination to the other party. If a part of the Leased Premises shall be taken or conveyed but
the remaining part is Tenantable and adequate for Tenant's use, then this Lease shall be terminated as to the part taken or conveyed
as of the date Tenant surrenders possession; Landlord shall make such repairs, alterations and improvements as may be necessary
to render the part not taken or conveyed Tenantable to the extent the condemnation award proceeds received by Landlord are sufficient
therefor; and the rent shall be reduced in proportion to the part of the Leased Premises so taken or conveyed. All compensation
awarded for such taking or conveyance shall be the property of Landlord without any deduction therefrom for any present or future
estate of Tenant, and Tenant hereby assigns Landlord all its right, title and interest in and to any such award. However, Tenant
shall have the right to recover from such authority, but not from Landlord, such compensation as may be awarded to Tenant on account
of moving and relocation expenses and depreciation to and removal of Tenant's property.


 


ARTICLE 11 - LIENS


 


If, because of any act or omission of Tenant or any person claiming
by, through, or under Tenant, any mechanic's lien or other lien shall be filed against the Leased Premises or the Building or against
other property of Landlord (whether or not such lien is valid or enforceable as such) , Tenant shall, at its own expense, cause
the same to be discharged of record within thirty (30) days after the date of filing thereof, and shall also indemnify Landlord
and hold it harmless from any and all claims, losses, damages, judgments, settlements, costs and expenses, including attorneys'
fees, resulting therefrom or by reason thereof. Landlord may, but shall not be obligated to, pay the claim upon which such lien
is based so as to have such lien released of record; and, if Landlord does so, then Tenant shall pay to Landlord, as additional
rent, upon demand, the amount of such claim, plus all other costs and expenses incurred in connection therewith, plus interest
thereon at the rate of twelve percent (12%) per annum until paid.


 


ARTICLE 12 - RENTAL, PERSONAL PROPERTY AND OTHER TAXES


 


Tenant shall pay before delinquency any and all taxes, assessments,
fees or charges, including any sales, gross income, rental, business occupation or other taxes, levied or imposed upon Tenant's
business operations in the Leased Premises and any personal property or similar taxes levied or imposed upon Tenant's trade fixtures,
leasehold improvements or personal property located within the Leased Premises. In the event any such taxes, assessments, fees
or charges are charged to the account of, or are levied or imposed upon the property of Landlord, Tenant shall reimburse Landlord
for the same as additional rent. Notwithstanding the foregoing, Tenant shall have the right to contest in good faith any such item
and to defer payment until after Tenant's liability therefor is finally determined. If any Tenant finish improvements, trade fixtures,
alterations or improvements or business machines and equipment located in, on or about the Leased Premises, regardless of whether
they are installed or paid for by Landlord or Tenant and whether or not they are affixed to and become a part of the realty and
the property of Landlord, are assessed for real property tax purposes at a valuation higher than that at which other such property
in other leased space in the Building is assessed, then Tenant shall reimburse Landlord as additional rent for the amount of real
property taxes shown on the appropriate county official's records as having been levied upon the Building or other property of
Landlord by reason of such excess assessed valuation.


 


ARTICLE 13 - ASSIGNMENT AND SUBLETTING


 


Tenant may not assign this Lease or sublet the Leased Premises
or any part thereof, without the prior written consent of Landlord; and any attempted assignment or subletting without such consent
shall be invalid. In the event of a permitted assignment or subletting, Tenant shall nevertheless at all times remain fully responsible
and liable for the payment of rent and the performance and observance of all of Tenant's other obligations under the terms, conditions
and covenants of this Lease. No assignment or subletting of the Leased Premises or any part thereof shall be binding upon Landlord
unless such assignee or subTenant shall deliver to Landlord an instrument (in recordable form, if requested) containing an agreement
of assumption of all of Tenant's obligations under this Lease. Upon the occurrence of an event of default, if all or any part of
the Leased Premises are then assigned or sublet, Landlord, in addition to any other remedies provided by this Lease or by law,
may, at its option, collect directly from the assignee or subTenant all rent becoming due to Landlord by reason of the assignment
or subletting. Any collection by Landlord from the assignee or subTenant shall not be construed to constitute a waiver or release
of Tenant from the further performance of its obligations under this Lease or the making of a new lease with such assignee or subTenant.


 


Landlord may, in its sole discretion, refuse to give its consent
to any proposed assignment or subletting for any reason, including, but not limited to Landlord's determination that its interest
in the Lease or the Leased Premises would be adversely affected by (i) the financial condition, creditworthiness or business reputation
of the proposed assignee or subTenant, (ii) the prevailing market or quoted rental rates for space in the Building or other comparable
buildings or (iii) the proposed use of the Leased Premises by, or business of, the proposed assignee or subTenant. All reasonable
costs incurred by Landlord in connection with any request for consent to a proposed assignment or sublease, including costs of
investigation and attorneys' fees, shall be paid by Tenant upon demand as a further condition of any consent which may be given.


 






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ARTICLE 14 - TRANSFERS BY LANDLORD


 


Section 14.01.Sale and Conveyance of the Building.
Landlord shall have the right to sell and convey the Building at any time during the Lease Term, subject only to the rights of
Tenant hereunder; and such sale and conveyance shall operate to release Landlord from liability hereunder after the date of such
conveyance as provided in Section 15.04.


 


Section 14.02.Subordination. Tenant's rights
under this Lease are and shall always be subordinate to the operation and effect of any mortgage, deed of trust, ground lease or
master lease now or hereafter placed upon or governing the Building or the tract of land described in Exhibit A-l hereto
or any part or parts thereof by Landlord. This clause shall be self-operative, and no further instrument of subordination shall
be required. In confirmation thereof, Tenant shall execute such further assurance as may be required. Any mortgagee, ground lessor
or trustee under any such mortgage, deed of trust, ground lease or master lease may elect that this Lease shall have priority over
its mortgage, deed of trust, ground lease or master lease; and upon notification to Tenant of such election by such mortgagee,
ground lessor or trustee, this Lease shall be deemed to have priority over said mortgage, deed of trust, ground lease or master
lease whether this Lease is dated prior to or subsequent to the date of such mortgage, deed of trust, ground lease or master lease.
Notwithstanding the foregoing, no default by Landlord under any such mortgage, deed of trust, ground lease or master lease shall
affect Tenant's rights hereunder so long as Tenant is not in default under this Lease. Tenant hereby attorns to any successor to
Landlord's interest in this Lease and shall recognize such successor as Landlord hereunder. Tenant agrees to execute, within ten
(10) days after Landlord's request, all instruments as may be reasonably required by such successor to confirm such attornment.


 


ARTICLE 15 - DEFAULTS AND REMEDIES


 


Section 15.01. Defaults by Tenant. The occurrence
of any one or more of the following events shall be a default under and breach of this Lease by Tenant:


 


		A.	Tenant shall fail to pay any Monthly Rental Installment of Minimum Annual Rent or the Annual Rental Adjustment within ten (10)
days after the same shall be due and payable, or any other amounts due Landlord from Tenant as additional rent or otherwise including
any amounts owed by Tenant for Building Non-Standard Work within thirty (30) days after the same shall be due and payable.



 


		B.	Tenant shall fail to perform or observe any term, condition, covenant or obligation required to be performed or observed by
it under this Lease for a period of ten (10) days after notice thereof from Landlord; provided, however, that if the term, condition,
covenant or obligation to be performed by Tenant is of such nature that the same cannot reasonably be performed within such ten-day
period, such default shall be deemed to have been cured if Tenant commences such performance within said ten-day period and thereafter
diligently undertakes to complete the same and does so complete the required action within a reasonable time.



 


		C.	Tenant shall vacate or abandon the Leased Premises for any period, or fail to occupy for a period of ten (10) days the Leased
Premises or any substantial portion thereof.



 


		D.	A trustee or receiver shall be appointed to take possession of substantially all of Tenant's assets in, on or about the Leased
Premises or of Tenant's interest in this Lease (and Tenant does not regain possession within sixty (60) days after such appointment);
Tenant makes an assignment for the benefit of creditors; or substantially all of Tenant's assets in, on or about the Leased Premises
or Tenant's interest in this Lease are attached or levied under execution (and Tenant does not discharge the same within sixty
(60) days thereafter)



 


		E.	A petition in bankruptcy, insolvency, or for reorganization or arrangement is filed by or against Tenant pursuant to any federal
or state statute (and, with respect to any such petition filed against it, Tenant fails to secure a stay or discharge thereof within
sixty (60) days after the filing of the same).



 






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Section 15.02.Remedies of Landlord. Upon the
occurrence of any event of default set forth in Section 15.01, Landlord shall have the following rights and remedies, in addition
to those allowed by law, any one or more of which may be exercised without further notice to or demand upon Tenant:


 


	A.	Landlord may re-enter the Leased Premises and cure any default of Tenant, in which event Tenant shall reimburse Landlord as additional
rent for any costs and expenses which Landlord may incur to cure such default; and Landlord shall not be liable to Tenant for
any loss or damage which Tenant may sustain by reason of Landlord's action, regardless of whether caused by Landlord's negligence
or otherwise.  






 


	B.	1.	Landlord may terminate this Lease as of the date of such default, in which event (i) neither Tenant nor any person claiming
under or through Tenant shall thereafter be entitled to possession of the Leased Premises, and Tenant shall immediately thereafter
surrender the Leased Premises to Landlord; (ii) Landlord may re-enter the Leased Premises and dispossess Tenant or any other occupants
of the Leased Premises by any means permitted by law, and may remove their effects, without prejudice to any other remedy which
Landlord may have for possession or arrearages in rent; and (iii) notwithstanding the termination of this Lease( Landlord may
declare all rent which would have been due under this Lease for the balance of the Term to be immediately due and payable, whereupon
Tenant shall be obligated to pay the same to Landlord, together with all loss or damage which Landlord may sustain by reason of
such termination, it being expressly understood and agreed that the liabilities and remedies specified in this subsection B 1
of Section 15.02 shall survive the termination of this Lease; or
	 	 	 
		2.	Landlord may, without terminating this Lease, re-enter the Leased Premises and re-let all or any part of the Leased Premises for a term different from that which would otherwise have constituted the balance of the Lease Term and for rent and on terms and conditions different from those contained herein, whereupon Tenant shall be obligated to pay to Landlord as liquidated damages the difference between the rent provided for herein and that provided for in any lease covering a subsequent re-letting of the Leased Premises, for the period which would otherwise have constituted the balance of the Lease Term, together with all of Landlord's reasonable costs and expenses for preparing the Leased Premises for re-letting, including without limitation, all repairs, Tenant finish improvements, brokers' and attorneys' fees, and all loss or damage which Landlord may sustain by reason of such re-entry and re-letting. In no event shall Tenant receive any offsets or rebates due to re-letting of premises at a higher rate than the rate pertaining to the Tenant’s lease.



 













		C.	Landlord may sue for injunctive relief or to recover damages for any loss resulting from the breach.



 





Section 15.03.Default by Landlord and Remedies
of Tenant. It shall be a default under and breach of this Lease by Landlord if it shall fail to perform or observe any term,
condition, covenant or obligation required to be performed or observed by it under this Lease for a period of thirty (30) days
after notice thereof from Tenant; provided, however, that if the term, condition, covenant or obligation to be performed by Landlord
is of such nature that the same cannot reasonably be performed within such thirty-day period, such default shall be deemed to have
been cured if Landlord commences such performance within said thirty-day period and thereafter diligently undertakes to complete
the same. Upon the occurrence of any such default, Tenant may sue for injunctive relief or to recover damages for any loss resulting
from the breach, but Tenant shall not be entitled to terminate this Lease or withhold or abate any rent due hereunder.


 


Section 15.04.Limitation of Landlord's Liability.
If Landlord shall fail to perform or observe any term, condition, covenant or obligation required to be performed or observed by
it under this Lease as provided in Section 15.03 and if Tenant shall, as a consequence thereof, recover a money judgment against
Landlord, Tenant agrees that it shall look solely to Landlord's right, title and interest in and to the Building for the collection
of such judgment; and Tenant further agrees that no other assets of Landlord shall be subject to levy, execution or other process
for the satisfaction of Tenant's judgment and that Landlord shall not be liable for any deficiency.


 


The references to "Landlord" in this Lease shall be
limited to mean and include only the owner or owners, at the time, of the fee simple interest in the Building. In the event of
a sale or transfer of such interest (except a mortgage or other transfer as security for a debt) , the "Landlord" named
herein, or, in the case of a subsequent transfer, the transferor, shall, after the date of such transfer, be automatically released
from all liability for the performance or observance of any term, condition, covenant or obligation required to be performed or
observed by Landlord hereunder; and the transferee shall be deemed to have assumed all of such terms, conditions, covenants and
obligations accruing after the date of transfer.


 


Section 15.05.Non-Waiver of Defaults. The
failure or delay by either party hereto to exercise or enforce, at any time, any of the rights or remedies or other provisions
of this Lease shall not be construed to be a waiver thereof, nor affect the validity of any part of this Lease or the right of
either party thereafter to exercise or enforce each and every such right or remedy or other provision. No waiver of any default
and breach of the Lease shall be deemed to be a waiver of any other default and breach. The receipt by Landlord of less than the
full rent due shall not be construed to be other than a payment on account of rent then due, nor shall any statement on Tenant's
check or any letter accompanying Tenant's check be deemed an accord and satisfaction, and Landlord may accept such payment without
prejudice to Landlord's right to recover the balance of the rent due or to pursue any other remedies provided in this Lease. No
act or omission by Landlord or its employees or agents during the Lease Term shall be deemed an acceptance of a surrender of the
Leased Premises, and no agreement to accept such a surrender shall be valid unless in writing and signed by Landlord.


 


Section 15.06.Attorneys' Fees. In the event
Tenant defaults in the performance or observance of any of the terms, conditions, covenants or obligations contained in this Lease
and Landlord employs attorneys to enforce all or any part of this Lease, collect any rent due or to become due or recover possession
of the Leased Premises, Tenant agrees to reimburse Landlord for the attorneys' fees incurred thereby, whether or not suit is actually
filed.






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ARTICLE 16 - LANDLORD'S RIGHT TO RELOCATE TENANT


 


Landlord shall have the right, at its option, upon at least
Sixty (60) days' prior written notice to Tenant, to relocate Tenant and to substitute for the Leased Premises described herein
other space in the Building containing at least as much rentable area as the Leased Premises. Such substituted space shall be improved
by Landlord, at its expense, with improvements at least equal in quantity and quality to those in the Leased Premises Landlord
shall reimburse Tenant for all reasonable expenses incurred with and caused by such relocation, including telephone installation,
moving of equipment and furniture, and printing of stationery and change of address announcements with the Tenant's new address.
Such costs shall be reimbursed by Landlord within Thirty (30) days of receipt from Tenant of original invoices or receipts marked
"paid in full". In no event shall Landlord be liable for any consequential damages to Tenant as a result of any such
relocation, including, but not limited to, loss of business income or opportunity. Upon completion of the relocation, Landlord
and Tenant shall amend this Lease to change the description of the Leased Premises and any other matters pertinent thereto.


 


ARTICLE 17 - NOTICE AND PLACE OF PAYMENT


 


Section 17.01.Notices. Any notice required
or permitted to be given under this Lease or by law shall be deemed to have been given if it is written and delivered in person
or mailed by Registered or Certified mail, postage prepaid, to the party who is to receive such notice at the address specified
in Item M of the Basic Lease Provisions. When so mailed, the notice shall be deemed to have been given as of the date it was mailed.
The address specified in Item L of the Basic Lease Provisions may be changed by giving written notice thereof to the other party.


 


Section 17.02.Place of Payment. All rent and
other payments required to be made by Tenant to Landlord shall be delivered or mailed to Landlord's management agent at the address
specified in Item L of the Basic Lease Provisions or any other address Landlord may specify from time to time by written notice
given to Tenant.


 


ARTICLE 18 - TENANT'S RESPONSIBILITY REGARDING ENVIRONMENTAL
LAWS AND HAZARDOUS SUBSTANCES


 


Section 18.01. Definitions.


 


		a.	"Environmental Laws" - All federal, state and municipal laws, ordinances, rules and regulations applicable to the
environmental and ecological condition of the Leased Premises, including, without limitation, the Federal Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended; the Federal Resource Conservation and Recovery Act; the Federal Toxic
Substance Control Act; the Clean Air Act; the Clean Water Act; the rules and regulations of the Federal Environmental Protection
Agency, or any other federal, state or municipal agency or governmental board or entity having jurisdiction over the Leased Premises.



		b.	"Hazardous Substances" - Includes:
	 	 	 
	 	 	(i) Those substances included
within the definitions of "hazardous substances," "hazardous materials," "toxic substances" "solid
waste" or "infectious waste" in any of the Environmental Laws; and










			(ii) Such other substances, materials and wastes which are or become regulated under applicable local, state or federal law,
or which are classified as hazardous, toxic or infectious under present or future Environmental Laws or other federal, state, or
local laws or regulations.



 


Section 18.02.Compliance. Tenant, at its sole
cost and expense, shall promptly comply with the Environmental Laws which shall impose any duty upon Tenant with respect to the
use, occupancy, maintenance or alteration of the Leased Premises. Tenant shall promptly comply with any notice from any source
issued pursuant to the Environmental Laws or with any notice from any insurance company pertaining to Tenant's use, occupancy,
maintenance or alteration of the Leased Premises, whether such notice shall be served upon Landlord or Tenant.


 


Section 18.03.Restrictions on Tenant. Tenant
shall not cause or permit to occur:


 


		a.	Any violation of the Environmental Laws related to environmental conditions on, under, or about the Leased Premises, or arising
from Tenant's use or occupancy of the Leased Premises, including, but not limited to, soil and ground water conditions.



 


		b.	The use, generation, release, manufacture, refining, production, processing, storage or disposal of any Hazardous Substances
on, under, or about the Leased Premises, or the transportation to or from the Leased Premises of any Hazardous Substances, except
as necessary and appropriate for general office and warehouse use in which case the use, storage or disposal of such Hazardous
Substances shall be performed in compliance with the Environmental Laws and the highest standards prevailing in the industry.



 






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Section 18.04.Notices, Affidavits, Etc.


 


		a.	Tenant shall immediately notify Landlord of (i) any violation by Tenant, its employees, agents, representatives, customers,
invitees or contractors of the Environmental Laws on, under or about the Leased Premises, or (ii) the presence or suspected presence
of any Hazardous Substances on, under or about the Leased Premises and shall immediately deliver to Landlord any notice received
by Tenant relating to (i) and (ii) above from any source.



 


		b.	Tenant shall execute affidavits, representations and the like from time to time, within five (5) days of Landlord's request
therefor, concerning Tenant's best knowledge and belief regarding the presence of any Hazardous Substances on, under or about the
Leased Premises.



 


Section 18.05.Landlord's Rights.


 


		a.	Landlord and its agent shall have the right, but not the duty, upon advance notice (except in the case of emergency when no
notice shall be required) to inspect the Leased Premises and conduct tests thereon at any time to determine whether or the extent
to which there has been a violation of Environmental Laws by Tenant or whether there are Hazardous Substances on, under or about
the Leased Premises. In exercising its rights herein, Landlord shall use reasonable efforts to minimize interference with Tenant's
business but such entry shall not constitute an eviction of Tenant, in whole or in part, and Landlord shall not be liable for any
interference, loss, or damage to Tenant's property or business caused thereby.



 


		b.	If Landlord, any lender or governmental agency shall ever require testing to ascertain whether there has been a release of
Hazardous Substances on, under or about the Leased Premises or a violation of the Environmental Laws, and such requirement arose
in whole or in part because of an act or omission on the part of Tenant, then the reasonable costs thereof shall be reimbursed
by Tenant to Landlord upon demand as Additional Rent.



 


Section 18.06.Tenant's Indemnification. Tenant
shall indemnify and hold harmless Landlord and Landlord's managing agent from any and all claims, loss, liability, costs, expenses
or damage, including attorneys' fees and costs of remediation, incurred by Landlord in connection with any breach by Tenant of
its obligations under this Article 18. The covenants and obligations of Tenant under this Article 18 shall survive the expiration
or earlier termination of this Lease.


 


ARTICLE 19 - MISCELLANEOUS GENERAL PROVISIONS


 


Section 19.01.Condition of Premises. Tenant
acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Leased
Premises or the Building or with respect to the suitability or condition of any part of the Building for the conduct of Tenant's
business except as provided in this Lease.


 


Section 19.02.Insolvency or Bankruptcy. In
no event shall this Lease be assigned or assignable by operation of law, and in no event shall this Lease be an asset of Tenant
in any receivership, bankruptcy, insolvency, or reorganization proceeding.


 


Section 19.03.Common Areas. The term "Exterior
Common Areas," as used in this Lease, refers to the exterior areas of the Building and the land described in Exhibit A-l
which are designed for use in common by all Tenants of the Building and their respective employees, agents, customers, invitees
and others, and includes, by way of illustration and not limitation, the parking areas, driveways, sidewalks, dock accesses, and
landscaped areas. Tenants shall have the non-exclusive right, in common with others, to the use of the Exterior Common Areas, subject
to such nondiscriminatory rules and regulations as may be adopted by Landlord including those set forth in Section 5.02 and Exhibit
C of this Lease.


The term “Interior Common Areas,” as used in this
lease, refers to the building entrances and exits, hallways and stairwells, elevators, restrooms, maintenance rooms and other areas
as may be designated by Landlord as part of the Interior Common Areas of the Building. Tenants shall have the non-exclusive right,
in common with the other Tenants, to use the Interior Common Areas of the building, subject to such nondiscriminatory rules and
regulations as may be adopted by Landlord including those set forth in Section 5.02 and Exhibit C of this Lease.


 


Section 19.04.Choice of Law. This Lease shall
be governed by and construed pursuant to the laws of the State of Minnesota.


 


Section 19.05.Successors and Assigns. Except
as otherwise provided in this Lease, all of the covenants, conditions and provisions of this Lease shall be binding upon and shall
inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns.


 


Section 19.06.Name. Tenant shall not, without
the written consent of Landlord, use the name of the Building for any purpose other than as the address of the business to be conducted
by Tenant in the Leased Premises, and in no event shall Tenant acquire any rights in or to such names.


 


Section 19.07.Examination of Lease. Submission
of this instrument for examination or signature to Tenant does not constitute a reservation of or option for Lease, and it is not
effective as a Lease or otherwise until execution by and delivery to both Landlord and Tenant.


 






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Section 19.08.Time. Time is of the essence
of this Lease and each and all of its provisions.


 


Section 19.09.Defined Terms and Marginal Headings.
The words "Landlord" and "Tenant" as used herein shall include the plural as well as the singular. If more
than one person is named as Tenant, the obligations of such persons are joint and several. The marginal headings and titles to
the articles of this Lease are not a part of this Lease and shall have no effect upon the construction or interpretation of any
part hereof.


 


Section 19.10.Prior Agreements. This Lease
and the letter of understanding executed pursuant to Section 2.03 hereof contain all of the agreements of the parties hereto with
respect to any matter covered or mentioned in this Lease, and no prior agreement, understanding or representation pertaining to
any such matter shall be effective for any purpose. No provision of this Lease may be amended or added to except by an agreement
in writing signed by the parties hereto or their respective successors in interest.


 


Section 19.11.Payment of and Indemnification for
Leasing Commissions. The parties hereby acknowledge, represent and warrant that the only real estate broker or brokers involved
in the negotiation and execution of this Lease is that, or are those named in Item I of the Basic Lease Provisions; that Landlord
is obligated to pay to it or them or for their benefit a leasing commission under its Leasing Agreement with EFH Realty Advisors,
Inc.; and that no other broker or person is entitled to any leasing commission or compensation as a result of the negotiation or
execution of this Lease. Each party shall indemnify the other party and hold it harmless from any and all liability for the breach
of any such representation and warranty on its part and shall pay any compensation to any other broker or person who may be deemed
or held to be entitled thereto. Landlord will not pay a broker commission to any broker representing Tenant for any extensions
of the Lease Term and/or expansions of the Leased Premises outside the original term of the Lease.


 


Section 19.12.Severability of Invalid Provisions.
If any provision of this Lease shall be held to be invalid, void or unenforceable, the remaining provisions hereof shall not be
affected or impaired, and such remaining provisions shall remain in full force and effect.


 


Section 19.13.Definition of the Relationship between
the Parties. Landlord shall not, by virtue of the execution of this Lease or the leasing of the Leased Premises to Tenant,
become or be deemed a partner of or joint venture with Tenant in the conduct of Tenant's business in the Leased Premises or otherwise.


 


Section 19.14.Estoppel Certificate. Tenant
shall, within ten (10) days following receipt of a written request from Landlord, execute, acknowledge and deliver to Landlord
or to any lender, purchaser or prospective lender or purchaser designated by Landlord a written statement, in the form attached
hereto as Exhibit D or in such other form as Landlord may reasonably request, certifying (i) that this Lease is in full
force and effect and unmodified (or, if modified, stating the nature of such modification) , (ii) the date to which rent has been
paid, (iii) that there are not, to Tenant's knowledge, any uncured defaults (or specifying such defaults if any are claimed), and
(iv) any other matters or state of facts reasonably required respecting the Lease or Tenant's occupancy of the Leased Premises.
Any such statement may be relied upon by any prospective purchaser or mortgagee of all or any part of the Building. Tenant's failure
to deliver such statement within such period shall be conclusive upon Tenant that this Lease is in full force and effect and unmodified,
and that there are no uncured defaults in Landlord's performance hereunder.


 


Section 19.15.Declaration. This Lease shall
be subject in all respects to any applicable Declaration of Development Standards, Covenants and Restrictions or similar document
relating to the Building.


 


Section 19.16.Force Majeure. This Lease and
the obligations of Tenant to pay rent hereunder and perform all of the other covenants and agreements hereunder on the part of
Tenant to be performed shall in no way be affected, impaired or excused because Landlord is unable to fulfill or is delayed in
fulfilling any of its obligations when such inability or delay is occasioned by causes beyond its control, including, but not limited
to, war, invasion or hostility; work stoppages, boycotts, slowdowns or strikes; shortages of materials, equipment, labor or energy;
manmade or natural casualties; adverse weather conditions or other acts of God; acts of omissions of governmental or political
bodies; or civil disturbances or riots.


 






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Section 19.17.Financial Statements. During
the Lease Term and any extensions thereof, Tenant shall provide to Landlord within thirty (30) days of Landlord's request therefor,
a copy of Tenant's most recent financial statements prepared as of the end of Tenant's most recent fiscal year. Such financial
statements shall be signed by Tenant or an authorized officer or representative of Tenant who shall attest to the truth and accuracy
of the information set forth in such statements. All financial statements provided by Tenant to Landlord hereunder shall be prepared
in conformity with generally accepted accounting principles, consistently applied.


 


Section 19.18.Representations and Indemnifications.
Any representations and indemnifications of Landlord contained in the Lease shall not be binding upon (i) any mortgagee having
a mortgage presently existing or hereafter placed on the Building, or (ii) a successor to Landlord which has obtained or is in
the process of obtaining fee title interest to the Building as a result of a foreclosure of any mortgage or a deed in lieu thereof.


 


Section 19.19.Tenant's Representations and Warranties.
The undersigned represents and warrants to Landlord that (i) Tenant is duly organized, validly existing and in good standing in
accordance with the laws of the state under which it was organized; (ii) all action necessary to authorize the execution of this
Lease has been taken by Tenant; and (iii) the individual executing and delivering this Lease on behalf of Tenant has been authorized
to do so, and such execution and delivery shall bind Tenant. Tenant, at Landlord's request, shall provide Landlord with evidence
of such authority.


 


Section 19.20.Signage. Tenant shall be allowed
monument signage space at their expense. Landlord shall provided signage at all common areas.


 


Section 19.21.Renewal Option. Provided
Tenant is not in default, Tenant shall have the right to extend lease for a Three (3) Year Term at then current market rents
with a Ninety (90) day notice.


 


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


 


LANDLORD:


 


KENYON HOLDINGS,
LLC


 


By: /s/ Keith Sperbeck                        


 


 


 





	ATTEST:	TENANT:







 


Twin Cities Power Holdings, LLC 



 


By:   /s/ Wiley
H. Sharp,
III                  


Wiley H. Sharp, III


 


Title: CFO                                             


STATE OF Minnesota                        )


                                                              ) SS:


COUNTY OF Dakota                           )


 


Before me, a Notary Public in and for
said County and State, personally appeared Keith W. Sperbeck, by me known and by me known to be the Vice President of Kenyon
Holdings LLC, a Minnesota limited liability company, and Wiley H. Sharp, III, by me known and by me known to be the Chief
Financial Officer of Twin Cities Power Holdings, LLC, a Minnesota limited liability company, who acknowledged the execution
of the foregoing "Office Lease" on behalf of said corporations.


 


WITNESS my hand and Notarial Seal this
22nd day of January, 2013


 


 









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