Exhibit 10.2


 





THIS LEASE,
Made and entered into by and between Belpre I, LLC, a West Virginia limited liability company, (hereinafter “Landlord”),
and Marietta Memorial Hospital, an Ohio non profit corporation, (hereinafter “Tenant”).


 


WITNESSETH:
That for and in consideration of the mutual terms, covenants, provisions and conditions herein set forth, Landlord does hereby
lease to Tenant, and Tenant does hereby hire and rent from Landlord those certain premises, hereinafter referred to as the “Demised
Premises,” as follows:


 


DEMISED PREMISES


 


Section 1: The Demised Premises
shall consist of and are described as the gross building area of 25,000 square feet, pursuant to the project design of PM Construction,
Inc., dba PM Construction of WV, Inc., of the building (“Building”), to be located in the Health Bridge Medical Park,
with the mailing address of 805 Farson Street, Belpre, Ohio 45714, together with the real estate upon which the Building shall
be located, including parking lots and sidewalks thereon, all as shown on the plats and floor plans included in the plans and specifications
hereinafter described to be attached hereto and made a part hereof as Exhibit A, being a part of the same real estate conveyed
to Landlord by Minnite Family, LLC, a West Virginia limited liability company, by General Warranty Deed dated ________________, 2012, recorded in the Washington County, Ohio Recorder’s Office in Official Record _____, at Page ____.




 


USE OF PREMISES


 


Section 2: The Demised Premises
shall be used and occupied by Tennant during the term hereof, including any and all renewal terms, subject to the terms, conditions
and limitations herein contained, as a free standing out patient health center, and for such uses reasonably related and incidental
thereto.


 


INITIAL TERM


 


Section 3: The initial term of
this Lease shall be for a period of Fifteen (15) years, commencing on July 31, 2013, and ending on July 30, 2028, subject, however,
to the rentals, terms and conditions hereinafter set forth. Provided, that any period of delay occurring pursuant to the provisions
of Section 4 hereof shall result in an extension of such initial term for the period of such delay in accordance with and governed
by the provisions of said Section 4 and the other terms and conditions hereof. For example, if such period of delay is for a period
of three (3) months, the initial term hereof shall extend to and end on October 30, 2028.




 




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BASE RENT


 


Section 4: Commencing July 31,
2013, Tenant shall pay Base Rent in an annual amount of $22.50 per square foot for the 25,000 square foot gross building area
of the Building for each year of the first five (5) years of the initial term of this Lease. Provided, that in the
event Tenant notifies Landlord in writing on or before November 1, 2012, of Tenant’s intent to delay the commencement
of the term of the Lease, Landlord shall complete the shell of the Building and delay the remainder of the construction of
the Building until notified by Tenant in writing to recommence construction in accordance with the plans and
specifications described herein or until a date six (6) months from and after the date of receipt of such first notice,
whichever event first occurs, whereupon Landlord shall recommence construction in accordance with said plans and
specifications. Further provided, that in the event of such delay, Landlord’s obligation to provide Tenant with a
complete turnkey project to permit occupancy by Tenant by July 31, 2013 shall be extended by the period of said delay.
Further provided, that in the event of such delay, Tenant shall pay Base Rent in an annual amount of $13.00 per square foot
for the entire 25,000 square foot gross building area of the Building commencing July 31, 2013 and continuing until notified
in writing by Landlord that the Building is completed for occupancy in accordance with the terms hereof. Thereafter, Tenant
shall pay Base Rent in an annual amount of $22.50 per square foot for the entire 25,000 square foot gross building area of
the Building from and after the date of being so notified by Landlord, and thereafter during each year of the next five (5)
years of the initial term of this Lease from and after Landlord’s aforesaid notification. During each year of the five
(5) year period immediately following the five (5) year period beginning with said notification by Landlord, Tenant shall pay
Base Rent in an annual amount of $23.50 per square foot for the entire 25,000 square foot gross building area of the
Building. During each year of the last five (5) year period of the initial term of this Lease, Tenant shall pay Base Rent in
an annual amount of $24.50 per square foot for the entire 25,000 square foot gross building area of the Building. Provided
further, that in the event the cost of construction pursuant to change orders required by Section 5 hereof, or the aforesaid
delay in the event of the same, exceeds the total project cost reflected on Exhibit B hereto, such Base Rent shall be
increased for each year of said fifteen (15) year period during the initial term of this Lease commencing on the date of said
notification by Landlord by an amount equal to ten (10%) per cent of the increase in such cost of construction in excess of
the total project cost. For example, in the event such increased cost of construction equals $500,000.00, the annual rent per
square foot shall increase by $2.00 per square foot ($50,000.00 ÷  25,000 = $2.00) for such initial term over and
above the amounts provided above, resulting in a Base Rent of $24.50 per square foot during the first of the aforesaid five
(5) year periods, $25.50 per square foot during the second of the aforesaid five (5) year periods, and $26.50 per square foot
during the third of the aforesaid five (5) year periods during said initial term.




 


Such Base Rent shall be paid in equal
monthly installments and shall be due and payable in advance on the last day of each calendar month, being the first day of each
lease month hereunder, during the term hereof. The first month’s rent is due and payable to Landlord July 31, 2013, and
all required rental payments shall be made to Belpre I, LLC, 1000 Grand Central Mall, Vienna, West Virginia 26105, and shall continue
to be made at this address until Landlord advises of any change of address. Provided, that in the event of delay as provided above
result in Landlord’s notification of the availability of the Building for occupancy being given during a lease month based
upon the commencement date of this Lease, the day of the month of such notification shall constitute the first day of the lease
months for the remainder of the term or terms of this Lease and the monthly installments of the Base Rent hereunder shall be due
and payable on said same day of each calendar month during such term or terms. The difference in the increased Base Rent for the
remainder of said month during which said notification is given, in accordance with the above stated terms, and the Base Rent
previously paid for said month based upon an annual rate of $13.00 per square foot shall be calculated and paid together with
the pro rata portion of the Base Rent for the remaining portion of such first lease month.




 






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a. Late Fees: If the rental payment
is not received within ten (10) days from the date due, a late fee equal to eight percent (8%) of the total outstanding rent and
late fees shall be charged to Tenant monthly. Failure by the Landlord to enforce this provision in any one month shall not prevent
Landlord from subsequently enforcing the same.


 


b. Returned Check
Fees: In the event payment is made by check and such check is returned unpaid by the bank to Landlord, a returned check fee
will be charged to Tenant in the amount of Thirty-Five and No/100ths ($35.00) Dollars.




 


CONSTRUCTION AND TENANT BUILDOUT REQUIREMENTS


 


Section 5: Landlord shall construct
on the Demised Premises the Building, parking lots and sidewalks for the use and occupancy of Tenant, such Building, parking lots
and sidewalks to be constructed and provided to Tenant as a complete turnkey project in accordance with the project design of
the said PM Construction, Inc., in accordance with the total project cost and schedule of responsibilities of each of the parties
marked as Exhibit B and attached to and made a part of this Lease and in accordance with Exhibit A. Tenant shall provide and construct
at its cost the special buildout items described on Exhibit C attached to and made a part of this Lease.


 


The final plans and
specifications for such construction shall provide for and permit construction of the Building, parking lots and sidewalks in strict
accordance with the total project cost reflected on Exhibit B and are to be approved by both Tenant and Landlord not more than
thirty (30) days after receipt by both parties. Provided, that Landlord may make minor changes in material and construction detail
described in such plans and specifications, provided the quality, design and appearance of the Building and building materials
are not materially altered. Construction shall be commenced as soon as practicable after the execution of this Lease, and Landlord
and Tenant shall cause construction to be completed to permit occupancy by Tenant for the purposes of this Lease on July 31, 2013,
except as herein provided or unless delayed by causes beyond the control of Landlord or Tenant. Any construction or alteration
or modification resulting in any change in the total project cost reflected on Exhibit B shall be approved by both Landlord and
Tenant and shall be documented by written change order signed by both such parties, and any increase in costs of construction over
and above those numerated in the total project cost reflected on Exhibit B shall result in the increase in Base Rent as provided
in Section 4 above.


 






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All construction work
performed by Landlord shall be guaranteed by Landlord to Tenant for a period of one (1) year from and after the completion of such
construction. However, the liability of Landlord therefor shall be limited to the repair and replacement of any such work found
and determined to be defective during such one (1) year period.




 


EXTERIOR MAINTENANCE


 


Section 6: Except as expressly otherwise
provided herein, Tenant shall maintain and keep the exterior of the Demised Premises in good order and repair including, but not
limited to, the roof, walls, gutters, downspouts, canopies, exterior doors, supply lines for gas, electric, and water, drainage
and sewer lines, entrances and exits, sidewalks and parking areas, including cleaning and maintaining sidewalks and parking areas,
including, but not limited to snow and ice removal, landscaping, and providing trash removal. Landlord shall make all structural
repairs to the Building and all interior repairs, by reason of any exterior or structural defect, including but not limited to,
leaks, broken pipes and falling plaster.


 


COMMON AREAS


 


Section 7: In connection with
this Lease of the Demised Premises, Landlord further grants to Tenant, its employees, agents, customers and business
invitees, the non-exclusive right to use all access ways to and from the Demised Premises and public roadways. Tenant shall
reimburse Landlord its prorated share of repair and maintenance costs for such access ways based upon the percentage which
the gross building area of the Building constitutes of the gross building area of all buildings on premises in the
Development Site, as hereinafter defined, using the access ways, in monthly installments to be paid with Tenant’s
payments of Base Rent, as budgeted, assessed and billed in advance annually by Landlord. Tenant shall reimburse Landlord a
lump sum amount for the amount of any increase in the actual costs over the amount billed by Landlord therefor, and Landlord
shall refund to Tenant the amount of any decrease in the actual costs below such billed amount, at the end of each fiscal
year ending December 31 for which such costs were budgeted, assessed and billed, and such charges shall be subject to an
annual adjustment based upon the actual costs therefor for each fiscal year ending December 31.


 


INTERIOR MAINTENANCE


 


Section 8: Except as expressly otherwise
provided herein, Tenant will maintain the interior of the Building on the Demised Premises in good order and repair, reasonable
and ordinary wear and tear excepted, and all interior repairs and maintenance, including, but not limited to, the HVAC system and
utility fixtures, are to be the responsibility of Tenant.


 






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UTILITIES AND SERVICES


 


Section 9: Tenant shall be responsible
for the payment of all utility services rendered to the Demised Premises for the Tenant’s use including but not limited to
water and sewer, gas, and electric.


 


TAXES


 


Section 10: The payment of all taxes
and assessments levied or assessed against the real estate of which the Demised Premises are a part, shall be the responsibility
of Landlord and/or other owners thereof. However, Tenant shall reimburse Landlord for its prorata share of the actual costs of
the gross taxes and assessments based upon the percentage which the appraised value of the real estate and improvements constituting
the Demised Premises constitutes of the appraised value of all real estate and improvements assessed together with the Demised
Premises. Upon the taxes and assessments being levied and assessed against the Demised Premises separately, Tenant shall reimburse
Landlord the actual costs of such separately levied and assessed gross taxes and assessments. In any event, such charges shall
be budgeted and billed in advance annually by Landlord, shall be payable in monthly installments to be paid with Tenant’s
payments of Base Rent and shall be subject to an annual adjustment based upon the actual costs of such taxes and assessments for
each fiscal year ending December 31. Additionally, Tenant shall reimburse Landlord a lump sum amount for the amount of any increase
in the actual costs over the amount billed by Landlord therefor, and Landlord shall refund to Tenant the amount of any decrease
in the actual costs below the amount billed by Landlord therefor, at the end of each fiscal year ending December 31 for which such
costs were so budgeted and billed. Tenant shall pay any personal property taxes which may be levied against its property subject
thereto.


 


INSURANCE; INDEMNIFICATION


 


Section 11: Throughout the term
of this Lease Tenant will maintain in effect fire, extended coverage and special perils property insurance for the full insurable
replacement value of the Demised Premises, as determined, and as determined from time to time throughout the term of this Lease,
by the underwriter for Tenant’s insurer. Tenant shall name Landlord and any mortgagee as additional insureds under said policy,
In case of fire, extended coverage or special perils casualty, the proceeds of such insurance shall be first applied to the repair
of any damage and the surplus paid to Landlord.


 




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Tenant shall procure and maintain during
the Term of this Lease a policy of commercial general liability insurance having a combined single limit for bodily injury and
property damage of not less than Three Million Dollars ($3,000,000.00), covering “occurrences” arising from or related
to the use and occupancy of the Demised Premises by Tenant and its patients, employees, agents, contractors, guests and invitees,
further insuring Tenant’s indemnification obligation hereunder, and naming Landlord and any mortgagee as additional insureds.
At the end of each five (5) year period or term of this Lease, as the case may be, Tenant shall increase the amounts of such coverages
of such liability insurance for the ensuing five (5) year period or term of this Lease, by an amount equal to the aggregate percentage
increase in the U.S. Department of Labor, Bureau of Labor Statistics Consumer Price Index for all Urban Consumer, U.S. City Average,
or any successor index (“CPI”) over the immediately preceding five (5) year period. Provided, that in the event an
aggregate percentage decrease occurs in the CPI during any such immediately preceding five (5) year period, no adjustment in said
coverage amounts shall be made and the amounts of such coverages in effect during such immediately preceding five (5) year period
shall remain in effect during the ensuing five (5) year period or term. Provided, however, that the requirement of such coverage
and the limits thereof as herein provided, do not limit or define Tenant’s obligation to indemnify Landlord hereunder nor
limit the extent or amount of such obligation.


 


In addition, Tenant shall maintain Professional
Liability Insurance with respect to its operations on the Demised Premises, with such insurance covering Tenant for all services
rendered on the Premises. Tenant’s Professional Liability Insurance shall provide for limits of not less than $1,000,000
per occurrence and $3,000,000 in the aggregate, per policy year. Tenant shall also maintain Fire Legal Liability insurance in the
amount of $100,000. If and as permitted by the carriers for such coverages Tenant shall name Landlord and any mortgagee as additional
insureds under said policies.


 


Tenant shall furnish to Landlord upon request
a certificate of insurance issued by the insurance carrier of each of the aforesaid policies of insurance.


 


In the event Landlord obtains and carries
income protection coverage pursuant to any policy or policies it maintains pertaining to the Demised Premises, Tenant shall reimburse
Landlord the premium for such coverage, payable in monthly installments to be paid with Tenant’s payments of Base Rent, the
charges for which shall be budgeted, assessed and billed in advance annually by Landlord and shall be subject to an annual adjustment
based upon the actual costs thereof for each fiscal year ending December 31. Additionally, Tenant shall reimburse Landlord a lump
sum amount for any increase in the actual costs over the amount billed by Landlord therefor, and Landlord shall refund to Tenant
the amount of any decrease in the actual costs below such billed amount, at the end of each fiscal year ending December 31 for
which such costs were budgeted, assessed and billed.


 


Tenant shall also be liable and responsible
for any and all other insurance required for or by its use of and operation in and upon the Demised Premises, and Tenant may also
carry insurance on the contents of the Demised Premises as it may desire.


 


Landlord shall indemnify, protect, defend
and hold Tenant harmless from and against all liability, cost, expense, or damage (including, without limitation, attorneys fees)
for bodily injury or property damage arising from: (i) the construction of the Demised Premises by Landlord, its contractors, agents
or employees; or (ii) any defects in construction by Landlord, its contractors, agents or employees, or (iii) any failure by Landlord,
its contractors, agents or employees to properly construct the Demised Premises in accordance with the approved project design
of the said PM Construction, Inc. Tenant’s review and approval of any plans, specifications, or any other documents shall
not relieve Landlord from Landlord’s obligations under the foregoing indemnification provision. Landlord shall procure and
keep in effect from the execution date of this Lease until the completion of the Demised Premises, a Commercial General Liability
insurance policy in the amount of Three Million Dollars ($3,000,000.00) per occurrence, insuring all of Landlord’s activities
with respect to the Demised Premises, and a Builder’s Risk Insurance policy insuring the Demised Premises for the full replacement
cost of the Demised Premises until completion. Landlord shall name Tenant as an additional insured under the Builder’s Risk
Insurance policy and provide Tenant a certificate of such coverage upon request.


 






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Notwithstanding the foregoing provision,
Tenant shall indemnify, defend, and hold Landlord harmless from any and all claims and damages (including reasonable attorneys’
fees and costs) arising from Tenant’s occupancy and/or use of the Demised Premises or the conduct of its business or from
any activity, work, or thing done, permitted, or suffered by Tenant, in or about the Demised Premises or the access ways to and
from the Demised Premises. Tenant shall further indemnify, defend, and hold Landlord harmless from any and all claims and damages
(including reasonable attorneys’ fees and costs) arising from any breach or default in the terms of this Lease, or arising
from any act, negligence, fault, or omission of Tenant or Tenant’s agents, employees, or invitees, and from and against any
and all costs, reasonable attorneys’ fees, expenses, and liabilities incurred on or about such claim or any action or proceeding
brought on such claim. In case any action or proceeding shall be brought against Landlord by reason of any such claim, Tenant,
on notice from Landlord, shall defend Landlord at Tenant’s expense by counsel approved in writing by Landlord, to the extent
or in the event such defense is not provided by applicable insurance coverage.


 


Landlord shall indemnify, defend, and hold
Tenant harmless from any and all claims and damages (including reasonable attorneys’ fees and costs) arising from any breach
or default in the terms of this Lease, or arising from any act, negligence, fault, or omission of Landlord or Landlord’s
agents, employees or contractors, and from and against any and all costs, reasonable attorneys’ fees, expenses and liabilities
incurred on or about such claim or any action or proceeding brought on such claim. In case any action or proceeding shall be brought
against Tenant by reason of any such claim, Landlord, on notice from Tenant, shall defend Tenant at Landlord’s expense by
counsel approved in writing by Tenant, to the extent or in the event such defense is not provided by applicable insurance coverage.


 


DAMAGE OR DESTRUCTION OF BUILDING


 


Section 12: If the Demised Premises
are damaged or destroyed by fire or other casualty during the term of this Lease, the rent herein reserved shall abate entirely
in case the Demised Premises are, in the judgment of the Tenant, rendered untenantable, and prorata in case a part only be untenantable,
until the Demised Premises or such part are restored to tenantable condition. If such damage or destruction is covered by the insurance
provided for in Paragraph 11 above, the Landlord shall with due diligence, repair and restore the Demised Premises to good and
tenantable condition. Provided however, that (a) if the destruction or damage amounts to more than 50% of the insurable replacement
value of the Demised Premises determined as aforesaid, either Landlord or Tenant may cancel and terminate this Lease by
giving written notice to the other party within 30 days after the date such damage or destruction occurs; (b) if the entire Demised
Premises are, in the judgment of the Tenant, untenantable, the term of this Lease shall be extended for a period equal to the time
required for repair and restoration of the Demised Premises unless terminated under Subparagraph (a) of this Paragraph.


 






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EMINENT DOMAIN


 


Section 13: In the event that any
portion or all of the Demised Premises is taken pursuant to the exercise of any power of eminent domain, the proceeds of such taking
shall be divided between Landlord and Tenant as their respective interests may appear.


 


ASSIGNMENT; RIGHT OF FIRST REFUSAL


 


Section 14: (a) Tenant may not assign
this Lease or sublet the Demised Premises to any other person, partnership or corporation without written consent of Landlord,
which consent shall not be unreasonably withheld.


 


(b) In the event Landlord exercises
its right to assign this Lease, pursuant to a conveyance of the Demised Premises, Landlord shall give Tenant the privilege of purchasing
the Demised Premises at the same purchase price and on the other terms of the offer to purchase made by the proposed assignee,
provided Tenant is not in default hereunder at such time. This privilege shall be given by a notice sent to Tenant at the Demised
Premises by certified mail, fax transmission or hand delivery, requiring Tenant to accept the offer in writing and to sign a contract
within the period of thirty (30) days after the mailing or receipt of such notice to purchase the Demised Premises upon such terms.
The failure of Tenant to accept the offer to purchase or to sign a contract within the period provided shall not affect this Lease,
except to nullify and void the aforesaid privilege of Tenant, and Landlord shall be at liberty to sell the Demised Premises to
any such proposed assignee thereafter. Provided, that in the event that Tenant does not exercise such right, but the transaction
with such proposed assignee does not thereafter occur, then Tenant’s privilege and right as herein described shall remain
in effect for any and all subsequent proposed assignments in accordance with the aforesaid terms and conditions. Further provided,
that the aforesaid right of Tenant shall not apply to any assignment of this Lease or conveyance of the Demised Premises to a party
or parties related to Landlord, but further provided that such related party or parties shall accept such assignment and/or conveyance
subject to this Lease and its terms and conditions, including this Section 14 and Tenant’s aforesaid right. Further provided
that the terms of this Section 14 shall not apply to a collateral assignment of this Lease to a lender or lenders of Landlord or
any such related party or parties.


 




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DEFAULT


 


Section 15: (a) If proceedings are
commenced against Tenant in any court under a bankruptcy act or for the appointment of a Trustee or Receiver of Tenant’s
property either before or after commencement of the Lease term, or (b) if the rent or any other payments due from Tenant
under this Lease, or any part thereof, shall at any time be in arrears and unpaid for a period of 30 days after agreed due date
per this Lease, or (c) if there shall be default in the performance of any other covenant or condition herein contained on the
part of Tenant for more than 30 days after written notice of such default by Landlord, then Tenant’s right to possession
pursuant to this Lease, if Landlord so elects, shall thereupon cease, and Landlord shall have the right to reenter or repossess
the premises by summary proceedings, surrender or otherwise, and to dispossess and remove therefrom the Tenant or other occupants
thereof, and its effects, without being liable to prosecution therefore. In such case, Landlord may, at its option, relet the Demised
Premises as the agent of Tenant, and Tenant shall pay to Landlord the difference between the rent hereby reserved and agreed to
be paid by Tenant for the portion of the term remaining at the time of reentry or repossession, and the lesser amount, if any,
received or to be received under such reletting for such portion of the term, together with Landlord’s fees and costs, including
reasonable attorney fees, incurred by Landlord in enforcing its remedies hereunder and reletting the Demised Premises. Tenant hereby
expressly waives service of notice of intention to reenter or of instituting legal proceedings to that end.


 


RENEWAL OPTION


 


Section 16: Provided it is not in
default hereunder, Tenant shall have the option to renew this Lease for three (3) five (5) year terms by written notice to Landlord,
given at least 180 days prior to the end of the existing term or renewal term, each upon the same terms and conditions herein set
forth except that the Base Rent for each renewal term may be modified by Landlord, not to exceed an increase for each successive
five (5) year term of 10% of the amount of Base Rent payable during the immediately preceding five (5) year period or term of this
Lease. Except as expressly otherwise indicated, reference herein to the term of this Lease shall include reference to any renewal
term hereof.


 


ALTERATION


 


Section 17: Tenant shall make no
alteration to the Demised Premises without prior written consent of Landlord.


 


LIENS


 


Section 18: Tenant shall not permit
mechanics’ liens to be filed against the fee of the Demised Premises or against Tenant’s leasehold interest in the
Demised Premises by reason of work, labor, services or materials supplied or claimed to have been supplied to Tenant or anyone
holding the Demised Premises through or under Tenant, whether prior or subsequent to the commencement of the term hereof. If any
mechanic’s liens shall at any time be filed against the Demised Premises based on any act or failure to act on the part of
Tenant and Tenant shall fail to remove the same within thirty (30) days thereafter, such failure shall constitute a default under
the provisions of this Lease. Notwithstanding the foregoing, Tenant shall have the right, at its own expense and after prior written
notice to Landlord, by appropriate proceeding duly instituted and diligently prosecuted, to contest in good faith the validity
or the amount of any such lien. However, if Landlord shall notify Tenant that, in the reasonable opinion of counsel, by nonpayment
of any such items the Demised Premises will be subject to imminent loss or forfeiture, Tenant shall promptly cause such
lien to be discharged of record.


 






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ACCESS TO PREMISES


 


Section 19: Landlord and its representatives
shall have the right to enter the Demised Premises during Tenant’s normal business hours, upon reasonable advance notice,
which notice shall not be required in the case of an emergency, in order to inspect the same, or to make repairs and to maintain
the Demised Premises if required by the terms hereof.


 


LANDLORD COVENANTS


 


Section 20: Landlord
covenants and warrants that Landlord has good title to the Demised Premises and authority to make this Lease; that Tenant,
upon paying the rent and keeping and performing the covenants and conditions of this Lease on Tenant’s part to be kept
and performed, shall peaceably and quietly hold, occupy and enjoy the Demised Premises during the full term of the Lease
without hindrance by Landlord or by any person whatsoever.


 


LEASE SUBORDINATE TO ENCUMBRANCES


 


Section 21: This Lease is subject
and subordinate to any mortgages or deeds of trust now on or hereafter placed against the Demised Premises and to advances made
or that may be made on account of such encumbrances, to the full extent of the principal sums secured thereby and interest thereon;
provided, however, that in the event of default by Landlord upon any note secured by such mortgage or trust deed, the holder thereof
shall be required to notify the Tenant of the same forthwith or lose the benefit of this provision. In the event Landlord fails
to make any payment on account of principal or interest on any mortgage or deed of trust note affecting the Demised Premises, Tenant
shall, upon written notice to Landlord, have the right to pay the rent accruing under this Lease directly to the holder of such
mortgage or deed of trust note and to deduct any sum so paid from subsequent installments of rent due hereunder.


 


NOTICE AND REASONABLE CONSENT


 


Section 22: All notices and statements
required or permitted under this Lease shall be in writing, delivered by registered or certified mail, postage prepaid, addressed
as follow:


 


	As to Landlord:	Belpre III, LLC
	 	1000 Grand Central Mall 
	 	Vienna, WV 26105
	 	 
	As to Tenant:	Marietta Memorial Hospital
	 	401 Matthew Street
	 	Marietta, OH 45750


 






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Either party may at any time, in the manner
set forth for giving notices to the other, designate a different address to which notices to is shall be sent. Notice shall be
deemed given at the delivery time shown on the return receipt, at the time of refusal shown on said notice, or date of the first
notice thereof if returned unclaimed.


 


SEVERABILITY


 


Section 23: In the event that any
provision of this Lease is adjudged to be invalid or of no force or effect, all other provisions contained herein shall remain
in full force and effect.


 


BINDING EFFECT


 


Section 24: The covenants and agreements
herein contained shall extend to and be binding upon the parties hereto, their respective representatives, successors and assigns.


 


AMENDMENT


 


Section 25: No amendment, modification,
or alteration of the terms hereof shall be binding unless the same is in writing, dated subsequent to the date hereof and duly
executed by the parties hereto.


 


RESTRICTIONS ON USE


 


Section 26: Tenant shall not allow,
permit or suffer any condition, circumstance or activity in, upon or regarding the Demised Premises which constitutes a public
or private nuisance, and Tenant will observe and comply with all present and future laws, rules ordinances, and regulations of
the United States of America, the State of Ohio, the County of Washington, City of Belpre, and of any other governmental or regulatory
authority or agency with respect to its use and occupancy of the Demised Premises and its operations thereon, including but not
limited to, environmental laws and regulations applicable thereto, and shall defend, indemnify and hold Landlord harmless from
and against any and all claims, liabilities, fines, penalties, losses and expenses (including reasonable attorney fees and costs)
arising in connection with Tenant’s failure to comply with the provisions of this section.


 


Notwithstanding any
other provision of this Lease, and without limitation to the foregoing provisions of this Section 26, Tenant shall not conduct
or permit to be conducted upon the Demised Premises any CT scan procedures except pursuant to the existing agreement between Tenant
and Health Bridge Imaging, Limited Liability Company (“Health Bridge”), a tenant on an adjacent tract, during the term
of such agreement, and, for a period ending December 31, 2013. Tenant shall also not conduct or permit to be conducted upon the
Demised Premises any MRI procedures except pursuant to the existing agreement by and between Tenant and Health Bridge, for the
term of said agreement.




 




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LANDLORD RESTRICTIONS; LANDLORD’S
RESPONSIBILITY


 


Section 27: With the exception of:
1) tenants leasing at, and services already being conducted on, the Development Site on December 1st, 2010 and 2) those
services specified below as Noncompetitive Health Services, Landlord agrees that during the term of this Lease, Landlord shall
not without the express written consent of Tenant: a) lease to any other prospective tenant intending to provide the same or similar
services as Tenant at the Development Site; or b) allow any other tenant to conduct the same or similar services as Tenant at the
Development Site. Landlord shall immediately notify Tenant of any other third party attempt to initiate discussions, solicit or
negotiate with Landlord concerning the same or similar activities excluded by this Section 27. Landlord acknowledges and agrees
that a breach or violation of this Section 27 will have an irreparable, material and adverse effect upon Tenant and that damages
arising from any such breach or violation may be difficult to ascertain. However, in the event of a breach of this Section 27,
Tenant may pursue actions and damages in law or equity available to Tenant.


 


The Development Site shall consist of all
of the property owned by Landlord and Minnite Family, LLC, and the 2.890 acre tract owned by 601 Plaza L.L.C. and currently leased
to Health Bridge, all reflected on that certain plat attached hereto and made a part hereof as “Exhibit D,” and specifically
excluding the “Industrial Lot” of 6.578 acres.


 


Noncompetitive Health Services: 1)
Dentists; 2) oral surgeons; 3) ophthalmologists and/or optometrists; 4) chiropractors; 5) massage therapists; 6) mental
health practitioners (including psychologists and/or psychiatrists); 7) home nursing offices; 8) dialysis clinics; 9)
physical therapy providers; 10) retail pharmacy; 11) durable medical equipment providers (including prosthetic and orthotic
providers) and 12) podiatrists.


 


Landlord represents and warrants to Tenant
that Landlord has not introduced and will not do anything to introduce, onto the Demised Premises from without the Demised Premises,
any toxic or hazardous materials or waste, including without limitation, material or substance having characteristics of ignitability,
corrosivity, reactivity, or extraction procedure toxicity or substances or materials which are listed on any of the Environmental
Protection Agency’s list of hazardous wastes, 42 U.S.C. Section 9601, et seq., 49 U.S.C. Sections 1801, et seq., 42 U.S.C.
Section 6901, et seq., as the same may be amended from time to time (“Hazardous Materials”).


 


SIGNS


 


Section 28: Tenant may, at its expense,
install their company’s standard sign on any existing monument sign, pole sign, or face mounted sign at the Demised Premises.
Tenant shall submit to Landlord plans and specifications for such signs. All signs and installation must be approved by Landlord.
Such approval shall not be unreasonably withheld. Tenant shall be responsible for all maintenance and upkeep of the signs. All
additional signs (i.e. portable signs, banners, etc.) must be approved by the Landlord. Any signs permanently attached to the building
are considered leasehold improvements and will remain with the Demised Premises after the end of the Lease.


 






    	12



     


    

 


SUBORDINATION


 


Section 29: Following the execution
of this Lease, Landlord shall deliver to Tenant a subordination, non-disturbance and attornment agreement from Landlord’s
existing lender or lenders, if any, by which such lender or lenders agree not to disturb Tenant’s possession of the Demised
Premises so long as Tenant is not in material default of the terms of this Lease beyond any applicable cure period at the time
if such lender or lenders foreclose on the Demised Premises. Tenant agrees to execute and deliver to Landlord any instruments that
may be necessary or proper to subordinate this Lease. Additionally, both Landlord and Tenant shall execute and deliver to any lender
or lenders or the other party hereto such estoppel certificates as may be reasonably requested by such lender or lenders or other
party.


 


MISCELLANEOUS


 


Section 30: a. Each party shall
bear their own costs and fees incurred for the negotiation and preparation of this Lease, and none of the parties shall be considered
to be the drafter of this Lease, or any provision hereof, for the purpose of any statute, case law or rule of interpretation or
construction that would or might cause any provision to be construed against the drafter hereof.


 


b. Except as herein otherwise provided,
this Lease contains the entire agreement by and between the undersigned. No promises, representations, understandings or other
warranties have been made by any party respecting the subject matter hereof, other than those expressly set forth herein. The parties
further state that they have carefully read this Lease, know the contents of it, and sign the same as their own free, willing and
voluntary act, both individually and on behalf of the entities they represent as set forth below.


 


c. The execution, acknowledgment
and delivery of this Lease by the parties, and the performance of the terms, covenants, conditions and obligations under this Lease,
including, but not limited to, the preparation, execution and delivery of such documents as required by or pursuant to this Lease,
and the doing of all things necessary to consummate the transactions herein provided, have been duly authorized or ratified, approved
and confirmed, as the case may be, by all necessary action of the parties, whether by the board of directors, the shareholders,
members or otherwise, and the parties each represent and warrant that each of the officers executing and delivering this Lease
does so with full and complete authority to do so for and on behalf of the respective parties.


 




    	13



     


    

 


IN WITNESS WHEREOF, the parties hereto
have executed this Lease this 9th day of October 2012.


 


	LANDLORD:	BELPRE I, LLC
	 	 	 
	 	By:	Minnite Family, LLC,
	 	 	Its Sole Member


 


	 	By:	/s/ Pat Minnite, Jr.
	 	 	Pat Minnite, Jr.
	 	 	 	 
	 	 	Its:	Manager


 


	 	By:	/s/ Karmyn M.
    Conley
	 	 	Karmyn M.Conley
	 	 	 	 
	 	 	Its:	Manager


 


	 	By:	/s/ Pat Minnite, III
	 	 	Pat Minnite, III
	 	 	 	 
	 	 	Its:	Manager


 


	 	By:	/s/ Jason R. Minnite
	 	 	Jason R. Minnite
	 	 	 	 
	 	 	Its:	Manager


 




    	14



     


    

 


	TENANT:	MARIETTA MEMORIAL HOSPITAL
	 	 	 
	 	By:	/s/ Scott Cantley
	 	 	Scott Cantley
	 	 	 
	 	Its:	President and CEO


 


STATE OF WEST VIRGINIA,


 


COUNTY OF WOOD, TO-WIT:


 


The foregoing instrument
was acknowledged before me this 8th day of October 2012 by Pat Minnite, Jr., the Manager of Minnite Family, LLC, a West Virginia
limited liability company, on behalf of said limited liability company acting as sole member of Belpre I, LLC, a West Virginia
limited liability company, on behalf of said limited liability company.




 


	My commission expires:	10-19-19


 


	 	





/s/ Melinda L. Lott
	Notary Public


 


STATE OF WEST VIRGINIA,


 


COUNTY OF WOOD, TO-WIT:


 


The foregoing instrument
was acknowledged before me this 8th day of October 2012 by Karmyn M. Conley, the Manager of Minnite Family, LLC, a West Virginia
limited liability company, on behalf of said limited liability company acting as sole member of Belpre I, LLC, a West Virginia
limited liability company, on behalf of said limited liability company.




 


	My commission expires:	10-19-19


 


	 	





/s/ Melinda L. Lott
	Notary Public


 




    	15



     


    

 


STATE OF WEST VIRGINIA,


 


COUNTY OF WOOD, TO-WIT:


 


The foregoing instrument
was acknowledged before me this 8th day of 2012 by Pat Minnite, III, the Manager of Minnite Family, LLC, a West Virginia limited
liability company, on behalf of said limited liability company acting as sole member of Belpre I, LLC, a West Virginia limited
liability company, on behalf of said limited, liability company.




 


	My commission expires:	10-19-19


 


	 	







/s/ Melinda L. Lott
	Notary Public


 


STATE OF WEST VIRGINIA,


 


COUNTY OF WOOD, TO-WIT:


 


The foregoing instrument was acknowledged
before me this 8th day of October 2012 by Jason R. Minnite, the Manager of Minnite Family, LLC, a West Virginia limited liability
company, on behalf of said limited liability company acting as sole member of Belpre I, LLC, a West Virginia limited liability
company, on behalf of said limited liability company.




 


	My commission expires:	10-19-19


 


	 	





/s/ Melinda L. Lott
	Notary Public


 




    	16



     


    

 


STATE OF WV


 


COUNTY OF WOOD, TO WIT:


 


The foregoing instrument
was acknowledged before me this 9th day of October 2012, by Scott Cantley, President and CEO of Marietta Memorial Hospital, an
Ohio non profit corporation, on behalf of said corporation.




 





	My commission expires:	10-19-19


 


	 	





/s/ Melinda L. Lott
	Notary Public




 




    	17



     


    

 





 






     


     


    


 





 






     


     


    

 


EXHIBIT
B


 


		I.	Project Description



 


		A.	A 25,000 sq. ft. one story building per attached floor
plan and rendering design.



 


		B.	Construction to be complete project (turnkey) building,
parking lot, landscaping, and exterior lighting.



 


		C.	All construction will be same quality and materials as
used on first building.



 


		II.	Construction Budget (complete turnkey project)



 


Includes all:


 


		·	Designs






		·	Permits






		·	Construction






		·	Access roads






		·	Parking lot and lighting






		·	Landscaping






		·	Utility services



 


Total
Construction Budget - $6,000,000.00


 




     


     


    

 


EXHIBIT C 


 


BUILD OUT ITEMS BY TENANT, IF REQUIRED


 





		1.	Appliances and equipment



 


		2.	Telephone system and wiring



 


		3.	Computer system and wiring



 


		4.	Special exhaust and HVAC systems other than standard HVAC
requirements to heat and cool Tenant’s space



 


		5.	Security system



 


		6.	Special plumbing and electrical requirements for medical
and diagnostic equipment



 


		7.	Communication and nurse call systems and wiring



 


		8.	Exam, room fixtures, and equipment



 


		9.	All exterior and interior signage





 




     


     


    

 





 






     


     


    

 


ADDENDUM TO LEASE AGREEMENT


 


This addendum, dated
December 19, 2012, shall be attached to and become part of that certain lease agreement for the 25,000 square feet medical building
located at 805 Farson Street, Belpre, Ohio, between Belpre I LLC, Landlord, and Marietta Memorial Hospital, Tenant, as follows:


 


THIS LEASE,
Made and entered into by and between Belpre II, LLC, a West Virginia limited liability company, (hereinafter “Landlord”),
and Marietta Memorial Hospital, an Ohio non-profit corporation, (hereinafter “Tenant”).


 


BASE RENT


 


Section 4: Commencing July 31,
2013, Tenant shall pay Base Rent in an annual amount of $22.50 per square foot for the 25,000 square foot gross building area
of the Building for each year of the first five (5) years of the initial term of this Lease. Provided, that in the event Tenant
notifies Landlord in writing on or before November 1, 2012, of Tenant’s intent to delay the commencement of the term of
the Lease, Landlord shall complete the shell of the Building and delay the remainder of the construction of the Building until
notified by Tenant in writing to recommence construction in accordance with the plans and specifications described herein or until
a date six (6) months from and after the date of receipt of such first notice, whichever event first occurs, whereupon Landlord
shall recommence construction in accordance with said plans and specifications. Further provided, that in the event of such delay,
Landlord’s obligation to provide Tenant with a complete turnkey project to permit occupancy by Tenant by July 31, 2013 shall
be extended by the period of said delay. Further provided, that in the event of such delay, Tenant shall pay Base Rent in an annual
amount of $13.00 per square foot for the entire 25,000 square foot gross building area of the Building commencing July 31, 2013
and continuing until notified in writing by Landlord that the Building is completed for occupancy in accordance with the terms
hereof. Thereafter, Tenant shall pay Base Rent in an annual amount of $22.50 per square foot for the entire 25,000 square foot
gross building area of the Building from and after the date of being so notified by Landlord, and thereafter during each year
of the next five (5) years of the initial term of this Lease from and after Landlord’s aforesaid notification. During each
year of the five (5) year period immediately following the five (5) year period beginning with said notification by Landlord,
Tenant shall pay Base Rent in an annual amount of $23.50 per square foot for the entire 25,000 square foot gross building area
of the Building. During each year of the last five (5) year period of the initial term of this Lease, Tenant shall pay Base Rent
in an annual amount of $24.50 per square foot for the entire 25,000 square foot gross building area of the Building. Provided
further, that in the event the cost of construction pursuant to change orders required by Section 5 hereof, or the aforesaid delay
in the event of the same, exceeds the total project cost reflected on Exhibit B hereto, such Base Rent shall be increased for
each year of said fifteen (15) year period during the initial term of this Lease commencing on the date of said notification by
Landlord by an amount equal to ten (10%) per cent of the increase in such cost of construction in excess of the total project
cost. For example, in the event such increased cost of construction equals $500,000.00, the annual rent per square foot shall
increase by $2.00 per square foot ($50,000.00 ÷ 25,000 = $2.00) for such initial term over and above the amounts provided above,
resulting in a Base Rent of $24.50 per square foot during the first of the aforesaid five (5) year periods, $25.50 per square
foot during the second of the aforesaid five (5) year periods, and $26.50 per square foot during the third of the aforesaid five
(5) year periods during said initial term.


 




     


     


    

 


Such Base Rent shall be paid in equal monthly
installments and shall be due and payable in advance on the last day of each calendar month, being the first day of each lease
month hereunder, during the term hereof. The first month’s rent is due and payable to Landlord July 31, 2013, and all required
rental payments shall be made to Belpre II, LLC, 1000 Grand Central Mall, Vienna, West Virginia 26105, and shall continue to be
made at this address until Landlord advises of any change of address. Provided, that in the event of delay as provided above result
in Landlord’s notification of the availability of the Building for occupancy being given during a lease month based upon
the commencement date of this Lease, the day of the month of such notification shall constitute the first day of the lease months
for the remainder of the term or terms of this Lease and the monthly installments of the Base Rent hereunder shall be due and payable
on said same day of each calendar month during such term or terms. The difference in the increased Base Rent for the remainder
of said month during which said notification is given, in accordance with the above stated terms, and the Base Rent previously
paid for said month based upon an annual rate of $13.00 per square foot shall be calculated and paid together with the pro rata
portion of the Base Rent for the remaining portion of such first lease month.


 


NOTICE AND REASONABLE CONSENT


 


Section 22: All notices and statements
required or permitted under this Lease shall be in writing, delivered by registered or certified mail, postage prepaid, addressed
as follow:


 


	As to Landlord:	Belpre II, LLC
	 	1000 Grand Central Mall 
	 	Vienna, WV 26105
	 	 
	As to Tenant:	Marietta Memorial Hospital
	 	401 Matthew Street
	 	Marietta, OH 45750


 


Either party may at any time, in the manner
set forth for giving notices to the other, designate a different address to which notices to is shall be sent. Notice shall be
deemed given at the delivery time shown on the return receipt, at the time of refusal shown on said notice, or date of the first
notice thereof if returned unclaimed.




 






     


     


    

 


IN WITNESS THEREOF,
the parties have caused this addendum to the lease agreement to be executed this 19th day of December, 2012, hereby binding their
respective successors, assigns, executors, and administrators.


 


	LANDLORD:	 	TENANT:
	 	 	 
	Belpre II LLC	 	Marietta Memorial Hospital
	 	 	 	 	 
	By:	/s/ Pat Minnite, Jr.	 	By:	/s/ Scott Cantley
	 	 	 	 	 
	Its: 	Manager	 	Its:	CEO