CONTRACT OF SALE OF COMMERCIAL PROPERTY

This Contract of Sale of Commercial Property (the “Agreement”) is made and effective [DATE],

BETWEEN: [YOUR COMPANY NAME] (the “Seller”), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

[YOUR COMPLETE ADDRESS]

AND: [PURCHASER NAME] (the “Purchaser”), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

[COMPLETE ADDRESS]

RECITALS

In consideration of the covenants and agreements of the respective parties, as set forth below, Seller agrees to sell and convey to Purchaser, and Purchaser agrees to purchase and take from Seller, the real property situated in [CITY], [STATE], and particularly described as follows:

[SET FORTH LEGAL DESCRIPTION]

together with all improvements on the property and appurtenances to it, and the articles of equipment and other personal property listed in Exhibit A, which is attached and incorporated by reference. The real and personal property described above is referred to as property.

Transfer to Purchaser shall include all right, title, and interest of Seller in and to all streets, alleys, roads, and avenues adjoining the real property, and shall further include any award for damaging or taking by eminent domain by public or quasi-public authority, of the real property or any part of it.

PRICE

The purchase price for property is [AMOUNT], payable as follows:

[DESCRIBE TERMS].

TITLE; TENANCIES

Conveyance of title to property shall be by warranty deed with full covenants, executed by Seller [IF APPROPRIATE, ADD: ACCOMPANIED BY A DULY CERTIFIED RESOLUTION OF THE BOARD OF DIRECTORS OF SELLER, AUTHORIZING THE CONVEYANCE], to Purchaser or Purchaser’s nominees. Title to be conveyed shall be good and marketable, subject only to [SPECIFY ACCEPTABLE LIENS, ENCUMBRANCES, RESTRICTIONS, EASEMENTS AND OTHER BURDENS].

Property is presently occupied by [NUMBER] tenants under month-to-month tenancies or leases, as set forth in Exhibit B, which is attached and made a part of this agreement. Transfer of title and possession to property shall be subject to those tenancies, but all right, title and interest of Seller in property shall be transferred to Purchaser or its nominees at the time of conveyance of title.

Conveyance of title shall be made and sale closed within [NUMBER] days after the date of this agreement. Title shall be evidenced by a standard form title insurance policy issued by [NAME OF TITLE COMPANY], insuring title to property to be in Purchaser or its nominees, subject only to the matters set forth in this agreement

ASSESSMENTS

If, at the time of transfer of title, property or any part of property is subject to an assessment or assessments payable in installments, all such installments not due or delinquent at the time of transfer shall nevertheless be deemed to be due and payable at such time and as liens on the real property described above, and all such assessments shall be paid and discharged by Seller.

ESCROW; PRO-RATION

Escrow shall be opened with [NAME OF ESCROW COMPANY]. Such instructions as the escrow company may require, not inconsistent with the provisions of this agreement, shall be signed and filed by the parties.

The following items shall be prorated as of the close of escrow: rentals, real estate taxes due but not delinquent, prepaid insurance premiums [ADD OTHER ITEMS, AS APPROPRIATE].

Escrow shall close when the escrow company is in a position to record all documents required under this agreement, make all disbursements, and [ISSUE OR SECURE]a title insurance policy.

RISK OF LOSS; MAINTENANCE; TRANSFER OF POSSESSION

Risk of loss or damage by fire or other casualty to property or any part of property prior to close of escrow shall be the risk of Seller. In the event of such loss or damage prior to closing, this agreement shall not be affected but Seller shall assign to Purchaser all rights under any insurance policy or policies applicable to the loss. If action is necessary to recover under any casualty policy, Seller shall grant permission to bring the action in Seller’s name.

Improvements and personal property described above shall be maintained in their present condition prior to the close of escrow by Seller, wear from normal and reasonable use and deterioration excepted.

Possession of property, subject to the leases and tenancies referred to above, shall be transferred at close of escrow.

COMMERCIAL ZONING

Seller warrants that property is zoned for commercial purposes and that all existing uses are lawful and within such zoning. Purchaser plans the use of property for [DESCRIBE PURPOSES]. Purchaser intends to apply for a [BUILDING PERMIT OR AS THE CASE MAY BE] for such additional use, and for appropriate amendments to the existing zoning plan for the area in which property is located. Seller will cooperate fully with Purchaser with respect to the contemplated plans. If Purchaser is unable to proceed with the described project because of any adverse decision of [CITY], or any board, commission, or officer of [CITY], Purchaser shall [STATE AGREED REMEDY, SUCH AS: REMIT [AMOUNT OF THE PURCHASE PRICE BY CREDITING THAT AMOUNT ON THE PURCHASE-MONEY MORTGAGE TO BE EXECUTED BY PURCHASER IN FAVOR OF SELLER].

BROKER’S COMMISSION

A commission of [AMOUNT] has become due from Seller to [NAME OF BROKER] by reason of the sale provided for in this agreement. That amount shall be paid to broker at close of escrow directly, from cash payable on close to Seller.

SURVEY

Within [NUMBER] days after the date of acceptance of this contract, the Seller will provide and deliver to Buyer or Buyer’s Attorney, a new spotted certified survey having all corners staked and showing all improvements upon the Property.

EXAMINATION OF TITLE AND TIME OF CLOSING

If the title evidence and survey as specified above disclose that Seller is vested with fee simple title to the Property (subject only to the permitted exceptions set forth above acceptable to Buyer), this sale shall be closed and Buyer shall perform the agreements made in this contract, at the office of Buyer’s Attorney, on or before [NUMBER] days after acceptance of this contract. If title evidence or survey reveal any defect or condition which is not acceptable to Buyer, the Buyer shall, within [NUMBER] days, notify the Seller of such title defects and Seller agrees to use reasonable efforts to remedy such defects and shall have [NUMBER] days to do so, in which case this sale shall be closed within [NUMBER] days after delivery of acceptable evidence to Buyer and Buyer’s Attorney that such defects have been cured. Seller agrees to pay for and clear all delinquent taxes, liens, and other encumbrances, unless the parties otherwise agree. If Seller is unable to convey to Buyer a good and insurable title to the Property, the Buyer shall have the right to demand all sums deposited by Buyer and held by or for the Seller. At the same time, Buyer shall return to Seller all items, if any, received from Seller, whereupon all rights and liabilities of the parties to this contract shall cease. However, the Buyer shall have the right to accept such title as Seller may be able to convey and to close this sale upon the other terms as set forth in this contract.

DEFAULT BY BUYER

If Buyer fails to perform the agreements of this contract within the time set forth herein, Seller may retain, as liquidated damages and not as a penalty, all of the initial deposit, it is being agreed that this is Seller’s exclusive remedy.

DEFAULT BY SELLER

If Seller fails to perform any of the agreements of this contract, all deposits made by Buyer shall be returned to Buyer on demand, or the Buyer may bring suit against Seller for damages resulting from the breach of contract, or the Buyer may bring an action for specific performance. Buyer’s remedies are cumulative and not exclusive of one another, and all other remedies shall be available in either law or equity to Buyer for Seller’s breach hereof.

ATTORNEY FEES AND COSTS

If any litigation is instituted with respect to enforcement of the terms of this contract, the prevailing party shall be entitled to recover all costs incurred, including, but not limited to, reasonable attorney’s fees and court costs.

CONDITION OF THE PROPERTY

Seller agrees to deliver the Property to Buyer in its present condition, ordinary wear and tear excepted, and further certifies and represents that Seller knows of no latent defect in the Property. All heating, cooling, plumbing, electrical, sanitary systems, and appliances shall be in good working order at the time of closing. Seller represents and warrants that the personal property conveyed with the premises shall be the same property inspected by Buyer and that no substitutions will be made without the Buyer’s written consent. Buyer may also inspect or cause to be inspected the foundation, roof supports, or structural member of all improvements located upon the Property. If any such system, appliance, roof, foundation, or structural member shall be found defective, Buyer shall notify Seller at or before closing and Seller shall thereupon remedy the defect forthwith at its sole expense (in which case the time for closing shall be reasonably extended as necessary). If the costs of such repairs shall exceed [%] of the total purchase price, Seller may elect not to make such repairs and the Buyer may elect to take the Property in such defective condition and deduct [%] from the purchase price or Buyer may, at his/her option, elect to terminate this contract and receive the full refund of all deposits and other sums tendered hereunder. In addition, Seller agrees to remove all debris from the Property by date of possession.

OCCUPANCY

Seller shall deliver possession to Buyer no later than the closing date unless otherwise stated herein. Seller represents that there are no persons occupying the Property. Seller agrees to provide true and accurate copies of all written leases to Buyer within [NUMBER] days after the date of acceptance of this contract. Said leases are subject to Buyer’s approval. Seller shall provide such letters notifying tenants to pay rent to the buyer after closing as Buyer may reasonably request. Seller warrants that any rent rolls and other income and expense data provided to Buyer are complete and accurate, all of which must be acceptable to Buyer.

NOTICES

Any notices required to be given herein shall be sent to the parties listed below at their respective addresses either by personal delivery or by certified mail – return receipt requested. Such notice shall be effective upon delivery or mailing.

BINDING EFFECT OF AGREEMENT

This agreement and the covenants and agreements of it shall bind and inure to the benefit of the parties, and their respective heirs, personal representatives, successors and assigns. Unless the agreement otherwise requires, the covenants of this agreement shall survive the transfer of title.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. [NUMBER] duplicate originals of the agreement have been signed.

SELLER PURCHASER

Authorized Signature Authorized Signature

Print Name and Title Print Name and Title

EXHIBIT A

IMPROVEMENTS, APPURTENANCES AND EQUIPMENT

COMMERCIALLEASEAGREEMENT

ThisLeaseAgreement(the“Agreement”)ismadeandeffective[DATE],

BETWEEN: [YOUR COMPANY NAME] (the “Landlord”), a corporation organized andexistingunderthelawsofthe[State/Province]of[STATE/PROVINCE],withitshead officelocatedat:

[YOURCOMPLETEADDRESS]

AND: [TENANT NAME] (the “Tenant”), an individual with his main address located atORacorporationorganizedandexistingunderthelawsofthe[State/Province]of[STATE/PROVINCE],withits head officelocatedat:

[COMPLETEADDRESS]

1. DESCRIPTIONOFPREMISES

Landlord leases to Tenant the premises located at [ADDRESS], [CITY], [STATE], and described moreparticularlyas follows:

[INSERTLEGALDESCRIPTION].

2. GRANTOFLEASE

Landlord,inconsiderationoftherentstobepaidand thecovenantsandagreementstobeperformedandobserved by the Tenant, does hereby lease to the Tenant and the Tenant does hereby lease and takefrom the Landlord the property described in Exhibit “A” attached hereto and by reference made a parthereof(the”LeasedPremises”),together with,as partoftheparcel,allimprovementslocatedthereon.

3. LEASETERM

TotalTermofLease: Thetermof thisLeaseshallbeginonthecommencementdate,asdefined in Sectionb)ofthisArticle3, andshallterminateon [DATE].

Commencement Date: The “Commencement Date” shall mean the date on which theTenantshallcommencetoconductbusinessontheLeasedPremised,solongassuchdateisnotin excess of [NUMBER]dayssubsequenttoexecution hereof.

4. EXTENSIONS

Thepartieshereto mayelecttoextendthisAgreement uponsuchtermsandconditionsasmaybe agreedupon inwriting andsignedbytheparties atthetimeofanysuchextension.

5. DETERMINATIONOFRENT

TheTenantagreestopaytheLandlordand theLandlordagreestoaccept,duringthetermhereof,atsuch place as the Landlord shall from time to time direct by notice to the Tenant, rent at the followingratesandtimes:

AnnualRent:AnnualrentforthetermoftheLeaseshall be[AMOUNT],plus applicablesalestax.

Payment of Yearly Rent: The annual rent shall be payable in advance in equal monthlyinstallments of one-twelfth (1/12th) of the total yearly rent, which shall be [AMOUNT], on thefirst day of each and every calendar month during the term hereof, and pro-rata for thefractionalportion of anymonth, exceptthatonthefirstdayofthecalendarmonthimmediatelyfollowing the Commencement Date, the Tenant shall also pay to the Landlord rent at the saidrateforanyportionof the precedingcalendarmonthincludedinthetermof thisLease.

ReferencetoyearlyrenthereundershallnotbeimpliedorconstruedtotheeffectthatthisLease or the obligation to pay rent hereunder is from year to year, or for any term shorterthan theexistingLeaseterm,plus anyextensions asmaybeagreedupon.

Alatefee intheamountof [AMOUNT]shallbeassessedif payment isnotpostmarkedorreceived byLandlordonorbeforethe tenthdayofeachmonth.

6. USEOFPROPERTYBYTENANT

TheLeased Premisesmaybeoccupied andusedbyTenantexclusivelyas a [DESCRIBE],to beknownasa[DESCRIBE].

Nothing herein shall give Tenant the right to use the property for any other purpose or to sublease,assign,orlicensetheuseof thepropertytoanySub-Tenant,assignee,orlicensee,whichor whoshallusethepropertyforanyotheruse.

7. RESTRICTIONSONUSE

Tenantshallnot usethedemisedpremisesinanymannerthatwillincreaseriskscoveredbyinsuranceon the demised premises and result in an increase in the rate of insurance or a cancellation of anyinsurancepolicy,evenifsuchusemaybeinfurtheranceof Tenant’sbusinesspurposes.

Tenant shall not keep, use, or sell anything prohibited by any policy of fire insurance covering thedemisedpremises,andshallcomplywithallrequirementsof the insurersapplicabletothe demisedpremisesnecessarytokeepinforcethefireandliabilityinsurance.

8. WASTE,NUISANCE,ORUNLAWFUL ACTIVITY

Tenantshallnotallowanywasteornuisanceonthedemisedpremises,oruseorallowthedemisedpremisestobeusedforanyunlawfulpurpose.

9. DELAYINDELIVERINGPOSSESSION

This lease agreement shall not be rendered void or voidable by the inability of Landlord to deliverpossessiontoTenant onthedatesetforth in Section 3.Landlordshallnot be liabletoTenantforanylossordamagesufferedbyreasonofsuchadelay; provided,however,thatLandlorddoesdeliverpossession

no later than [DATE]. In the event of a delay in delivering possession, the rent for the period of such delaywillbedeductedfromthetotalrentdueunderthis leaseagreement.Noextensionofthisleaseagreementshall resultfromadelayin deliveringpossession.

10. SECURITYDEPOSIT

The Tenant has deposited with the Landlord the sum of [AMOUNT] as security for the full and faithfulperformance by the Tenant of all the terms of this lease required to be performed by the Tenant. Suchsum shall be returned to the Tenant after the expiration of this lease, provided the Tenant has fully andfaithfully carried out all of its terms. In the event of a bona fide sale of the property of which the leasedpremises are a part, the Landlord shall have the right to transfer the security to the purchaser to be heldunder the terms of this lease, and the Landlord shall be released from all liability for the return of suchsecuritytotheTenant.

11. TAXES

PropertyTaxes:TheTenantshallbeliableforalltaxesleviedagainstanyleaseholdinterestof the Tenant or personal property and trade fixtures owned or placed by the Tenant in theLeased Premises.

Real Estate Taxes: During the continuance of this lease Landlord shall deliver to Tenant acopyof anyrealestatetaxesandassessmentsagainst the LeasedProperty.Fromand afterthe Commencement Date, the Tenant shall pay to Landlord not later than [NUMBER] daysafter the day on which the same may become initially due, all real estate taxes andassessments applicable to the Leased Premises, together with any interest and penaltieslawfully imposed thereon as a result of Tenant’s late payment thereof, which shall be leviedupon theLeasedPremisesduringthetermofthis Lease.

Contest of Taxes: The Tenant, at its own cost and expense, may, if it shall in good faith sodesire, contest by appropriate proceedings the amount of any personal or real property tax.The Tenant may, if it shall so desire, endeavor at any time or times, by appropriateproceedings, to obtain a reduction in the assessed valuation of the Leased Premises for taxpurposes.Inanysuchevent,ifthe Landlordagrees,attherequestoftheTenant,tojoin withthe Tenant at Tenant’s expense in said proceedings and the Landlord agrees to sign anddeliver such papers and instruments as may be necessary to prosecute such proceedings,the Tenant shall have the right to contest the amount of any such tax and the Tenant shallhave the right to withhold payment of any such tax, if the statute under which the Tenant iscontestingsuchtax sopermits.

Payment of Ordinary Assessments: The Tenant shall pay all assessments, ordinary andextraordinary, attributable to or against the Leased Premises not later than [NUMBER] daysafterthedayon which the samebecameinitiallydue. TheTenantmaytakethebenefitof anylaw allowing assessments to be paid in installments and in such event the Tenant shall onlybeliable forsuchinstallments of assessments dueduringthe termhereof.

Changes in Method of Taxation: Landlord and Tenant further agree that if at any timeduring the term of this Lease, the present method of taxation or assessment of real estateshall be changed so that the whole or any part of the real estate taxes, assessment orgovernmental impositions now levied, assessed or imposed on the Leased Premises shall, inlieu thereof, be assessed, levied, or imposed wholly or in part, as a capital levy or otherwiseupon the rents reserved herein or any part thereof, or as a tax, corporation franchise tax,assessment, levy or charge, or any part thereof, measured by or based, in whole or in part,upontheLeased PremisesorontherentsderivedtherefromandimposedupontheLandlord,then theTenantshall payallsuch taxes,assessments,levies,impositions,orcharges.

Nothing contained in this Lease shall require the Tenant to pay an estate, inheritance,succession, capital levy, corporate franchise, gross receipts, transfer or income tax of theLandlord,norshallanyof thesamebedeemedrealestatetaxesasdefinedhereinunlessthesamebeimposedinlieuoftherealestatetaxes.

12. IMPROVEMENTSBYTENANTS

Tenantmayhavepreparedplansandspecificationsfortheconstructionof improvements,and,ifso,suchplans and specifications are attached hereto as Exhibit “B” and incorporated herein by reference. Tenantshall obtain all certificates, permits, licenses and other authorizations of governmental bodies orauthorities which are necessary to permit the construction of the improvements on the demised premisesandshallkeepthesamein fullforceandeffectatTenant’scost.

Tenant shall negotiate, let and supervise all contracts for the furnishing of services, labor, and materialsfor the construction of the improvements on the demised premises at its cost. All such contracts shallrequirethecontractingpartytoguaranteeperformanceandallworkmanshipand materialsinstalledbyitforaperiodofoneyearfollowingthedateofcompletionofconstruction.Tenantshallcauseallcontractsto be fully and completely performed in a good and workmanlike manner, all to the effect that theimprovements shall be fully and completely constructed and installed in accordance with goodengineeringandconstructionpractice.

During the course of construction, Tenant shall, at its cost, keep in full force and effect a policy of builder’srisk and liability insurance in a sum equal, from time to time, to three times the amount expended forconstruction of the improvements. All risk of loss or damage to the improvements during the course ofconstructionshallbeonTenantwiththeproceedsfrominsurancethereonpayabletoLandlord.

Upon completion of construction, Tenant shall, at its cost, obtain an occupancy permit and all otherpermitsorlicensesnecessaryforthe occupancyoftheimprovementsandthe operationof the sameassetouthereinandshallkeepthesameinforce.

Nothing herein shall alter the intent of the parties that Tenant shall be fully and completely responsible forall aspects pertaining to the construction of the improvements of the demised premises and for thepayment of all costs associated therewith. Landlord shall be under no duty to investigate or verifyTenant’scompliancewiththeprovisionherein. Moreover,neitherTenantnor anythird partymayconstruethe permission granted Tenant hereunder to create any responsibility on the part of the Landlord to payfor any improvements, alterations or repairs occasioned by the Tenant. The Tenant shall keep theproperty free and clear of all liens and, should the Tenant fail to do so, or to have any liens removed fromthe property within [NUMBER] days of notification to do so by the Landlord, in addition to all otherremedies available to the Landlord, the Tenant shall indemnify and hold the Landlord harmless for allcosts and expenses, including attorney’s fees, occasioned by the Landlord in having said lien removedfrom the property; and, such costs and expenses shall be billed to the Tenant monthly and shall bepayable by the Tenant with that month’s regular monthly rental as additional reimbursable expenses totheLandlordbytheTenant.

13. UTILITIES

Tenantshallpayforallwater,sanitation,sewer,electricity,light,heat,gas,power,fuel,janitorial,andother services incident to Tenant’s use of the Leased Premises, whether or not the cost thereof be achargeorimpositionagainsttheLeasedPremises.

14. OBLIGATIONSFORREPAIRS

Landlord’s Repairs: Subject to any provisions herein to the contrary, and except formaintenance or replacement necessitated as the result of the act or omission of subtenants,licensees or contractors, the Landlord shall be required to repair only defects, deficiencies,deviationsorfailuresofmaterials or workmanshipinthebuilding.TheLandlordshallkeeptheLeased Premises free of such defects, deficiencies, deviations or failures during the first[NUMBER]months ofthetermhereof.

Tenant’s Repairs: The Tenant shall repair and maintain the Leased Premises in good orderandcondition,exceptforreasonablewear andtear,therepairsrequiredofLandlordpursuanthereto, and maintenance or replacement necessitated as the result of the act or omission ornegligence of theLandlord,its employees,agents,orcontractors.

Requirements of the Law: The Tenant agrees that if any federal, state or municipalgovernmentoranydepartmentordivisionthereofshall condemntheLeased Premisesoranypart thereof as not in conformity with the laws and regulations relating to the constructionthereof as of the commencement date with respect to conditions latent or otherwise whichexisted on the Commencement Date, or, with respect to items which are the Landlord’s dutyto repair pursuant to Section a) and c) of this Article; and such federal, state or municipalgovernment or any other department or division thereof, has ordered or required, or shallhereafter order or require, any alterations or repairs thereof or installations and repairs asmay be necessary to comply with such laws, orders or requirements (the validity of which theTenant shall be entitled to contest); and if by reason of such laws, orders or the work done bythe Landlord in connection therewith, the Tenant is deprived of the use of the LeasedPremises, the rent shall be abated or adjusted, as the case may be, in proportion to that timeduring which, and to that portion of the Leased Premises of which, the Tenant shall bedeprived as a result thereof, and the Landlord shall be obligated to make such repairs,alterations or modifications at Landlord’s expense. All such rebuilding, altering, installing andrepairing shall be done in accordance with Plans and Specifications approved by the Tenant,which approval shall not be unreasonably withheld. If, however, such condemnation, law,orderorrequirement,asinthisArticlesetforth,shallbewithrespecttoanitemwhichshallbe the Tenant’s obligation to repair pursuant to Section b) of this Article 9 or with respect toTenant’s own costs and expenses, no abatement or adjustment of rent shall be granted;provided,however,thatTenantshallalsobeentitledtocontestthevaliditythereof.

Tenant’s Alterations: The Tenant shall have the right, at its sole expense, from time to time,to redecorate the Leased Premises and to make such non-structural alterations and changesin such parts thereof as the Tenant shall deem expedient or necessary for its purposes;provided, however, that such alterations and changes shall neither impair the structuralsoundness nor diminish the value of the Leased Premises. The Tenant may make structuralalterations and additions to the Leased Premises provided that Tenant has first obtained theconsent thereto of the Landlord in writing. The Landlord agrees that it shall not withhold suchconsentunreasonably.TheLandlordshallexecuteanddeliverupontherequestoftheTenantsuchinstrumentorinstrumentsembodyingtheapprovalof theLandlord whichmayberequired by the public or quasi public authority for the purpose of obtaining any licenses orpermits for the making of such alterations, changes and/or installations in, to or upon theLeased Premises andtheTenantagrees to payforsuchlicenses orpermits.

Permits and Expenses: Each party agrees that it will procure all necessary permits formaking any repairs, alterations, or other improvements for installations, when applicable.Each Party hereto shall give written notice to the other party of any repairs required of theother pursuant to the provisions of this Article and the party responsible for said repairsagrees promptly to commence such repairs and to prosecute the same to completiondiligently,subject,however, tothedelaysoccasionedbyeventsbeyondthecontrolofsuchparty.

Each party agrees to pay promptly when due the entire cost of any work done by it upon the LeasedPremises so that the Leased Premises at all times shall be free of liens for labor and materials. Eachparty further agrees to hold harmless and indemnify the other party from and against any and all injury,loss, claims or damage to any person or property occasioned by or arising out of the doing of any suchworkbysuchpartyor itsemployees,agentsorcontractors.Eachpartyfurtheragreesthatin doingsuchwork that it will employ materials of good quality and comply with all governmental requirements, andperformsuchworkinagoodand workmanlikemanner.

15. TENANT’SCOVENANTS

Tenantcovenantsandagreesasfollows:

To procure any licenses and permits required for any use made of the Leased Premises byTenant, and upon the expiration or termination of this Lease, to remove its goods and effectsand those of all persons claiming under it, and to yield up peaceably to Landlord the LeasedPremises in good order, repair and condition in all respects; excepting only damage by fireand casualty covered by Tenant’s insurance coverage, structural repairs (unless Tenant isobligated tomakesuchrepairs hereunder) andreasonable wearandtear;

TopermitLandlord anditsagentstoexaminetheLeasedPremisesatreasonabletimesandto show the Leased Premises to prospective purchasers of the Building and to provideLandlord, if not already available, with a set of keys for the purpose of said examination,provided that Landlord shall not thereby unreasonably interfere with the conduct of Tenant’sbusiness;

To permit Landlord to enter the Leased Premises to inspect such repairs, improvements,alterationsoradditionstheretoasmayberequired undertheprovisionsof thisLease.If,asaresult of such repairs, improvements, alterations, or additions, Tenant is deprived of the useof the Leased Premises, the rent shall be abated or adjusted, as the case may be, inproportion to that time during which, and to that portion of the Leased Premises of which,Tenantshall bedeprivedas aresultthereof.

16. INDEMNITYBYTENANT

The Tenant shall save Landlord harmless and indemnify Landlord from all injury, loss, claims or damagetoanypersonorpropertywhileontheLeased Premises,unlesscausedbythe willfulactsoromissionsorgross negligence of Landlord, its employees, agents, licensees or contractors. Tenant shall maintain, withrespect to the Leased Premises, public liability insurance with limits of not less than [AMOUNT] for injuryor death from one accident and [AMOUNT] property damage insurance, insuring Landlord and Tenantagainst injury to persons or damage to property on or about the Leased Premises. A copy of the policy oracertificateofinsuranceshallbedeliveredtoLandlordonorbeforethecommencementdate andnosuchpolicyshallbecancelable without[NUMBER]dayspriorwrittennoticeto Landlord.

17. SIGNAGE

Exterior Signs: Tenant shall have the right, at its sole risk and expense and in conformitywithapplicablelawsandordinances,toerectandthereafter,torepair orreplace, ifitshallsoelect signs on any portion of the Leased Premises, providing that Tenant shall remove anysuch signs upon termination of this lease, and repair all damage occasioned thereby to theLeased Premises.

InteriorSigns:Tenantshallhavetheright,at itssoleriskandexpenseandinconformitywith applicable laws and ordinances, to erect, maintain, place and install its usual andcustomarysignsandfixtures intheinteriorofthe LeasedPremises.

18. INSURANCE

InsuranceProceeds: Intheeventof anydamagetoordestructionofthe LeasedPremises,Tenant shall adjust the loss and settle all claims with the insurance companies issuing suchpolicies. The parties hereto do irrevocably assign the proceeds from such insurance policiesfor the purposes hereinafter stated to any institutional first mortgagee or to Landlord andTenant jointly, if no institutional first mortgagee then holds an interest in the LeasedPremises. All proceeds of said insurance shall be paid into a trust fund under the control ofany institutional first mortgagee, or of Landlord and Tenant if no institutional first mortgageethen holds an interest in the Leased Premises, for repair, restoration, rebuilding orreplacement, or any combination thereof, of the Leased Premises or of the improvements inthe Leased Premises. In case of such damage or destruction, Landlord shall be entitled tomakewithdrawalsfromsuchtrustfund,fromtimetotime,uponpresentation of:

billsforlaborandmaterialsexpendedinrepair,restoration,rebuildingorreplacement,oranycombinationthereof;

Landlord’ssworn statementthatsuchlaborandmaterialsforwhichpaymentisbeingmadehavebeenfurnishedordelivered onsite;and

the certificate of a supervising architect (selected by Landlord and Tenant andapprovedbyaninstitutionalfirstmortgagee,ifany,whosefeeswillbepaidoutofsaidinsurance proceeds) certifying that the work being paid for has been completed inaccordance with the Plans and Specifications previously approved by Landlord,Tenant and any institutional first mortgagee in a first class, good and workmanlikemannerandinaccordance with allpertinent governmentalrequirements.

Any insurance proceeds in excess of such proceeds as shall be necessary for such repair,restoration, rebuilding, replacement or any combination thereof shall be the sole property ofLandlordsubjecttoanyrightsthereinofLandlord’smortgagee,andiftheproceedsnecessaryfor such repair, restoration, rebuilding or replacement, or any combination thereof shall beinadequate topaythecost thereof,Tenantshallsufferthedeficiency.

Subrogation: LandlordandTenantherebyreleaseeachother,totheextentoftheinsurancecoverage provided hereunder, from any and all liability or responsibility (to the other oranyone claiming through or under the other by way of subrogation or otherwise) for any lossto or damage of property covered by the fire and extended coverage insurance policiesinsuring the Leased Premises and any of Tenant’s property, even if such loss or damageshall havebeencausedbythefaultornegligenceoftheotherparty.

Contribution:TenantshallreimburseLandlordforallinsurancepremiumsconnectedwithorapplicabletotheLeasedPremisesforwhateverinsurancepolicytheLandlord, at itssoleandexclusiveoption,shouldselect.

19. DAMAGETODEMISEDPREMISES

AbatementorAdjustment ofRent: IfthewholeoranypartoftheLeasedPremisesshallbedamaged or destroyed by fire or other casualty after the execution of this Lease and beforethe termination hereof, then in every case the rent reserved in Article IV herein and othercharges,if any,shallbeabatedoradjusted,asthecasemaybe,inproportiontothat portion

of the Leased Premises of which Tenant shall be deprived on account of such damage ordestructionandtheworkofrepair,restoration,rebuilding,orreplacementoranycombinationthereof, of the improvements so damaged or destroyed, shall in no way be construed by anypersonto effectanyreductionof sumsorproceedspayableunderanyrentinsurancepolicy.

Repairs and Restoration: Landlord agrees that in the event of the damage or destruction ofthe Leased Premises, Landlord forthwith shall proceed to repair, restore, replace or rebuildthe Leased Premises (excluding Tenant’s leasehold improvements), to substantially thecondition in which the same were immediately prior to such damage or destruction. TheLandlord thereafter shall diligently prosecute said work to completion without delay orinterruptionexceptforeventsbeyondthereasonablecontrolofLandlord.Notwithstandingtheforegoing, if Landlord does not either obtain a building permit within [NUMBER] days of thedate of such damage or destruction, or complete such repairs, rebuilding or restoration within[NUMBER] months of such damage or destruction, then Tenant may at any time thereaftercancel and terminate this Lease by sending [NUMBER] days written notice thereof toLandlord, or, in the alternative, Tenant may, during said [NUMBER] day period, apply for thesame and Landlord shall cooperate with Tenant in Tenant’s application. Notwithstanding theforegoing, if such damage or destruction shall occur during the last year of the term of thisLease, or during any renewal term, and shall amount to [%] or more of the replacement cost,(exclusiveofthelandand foundations), this Lease, maybeterminated attheelectionofeither Landlord or Tenant, provided that notice of such election shall be sent by the party soelecting to the other within [NUMBER] days after the occurrence of such damage ordestruction. Upon termination, as aforesaid, by either party hereto, this Lease and the termthereof shall cease and come to an end, any unearned rent or other charges paid in advanceby Tenant shall be refunded to Tenant, and the parties shall be released hereunder, each totheother,fromallliabilityandobligations hereunderthereafterarising.

20. CONDEMNATION

Total Taking: If, after the execution of this Lease and prior to the expiration of the termhereof, the whole of the Leased Premises shall be taken under power of eminent domain byany public or private authority, or conveyed by Landlord to said authority in lieu of suchtaking, then this Lease and the term hereof shall cease and terminate as of the date whenpossessionof theLeased Premisesshallbetakenbythetakingauthorityandanyunearnedrentor othercharges,ifany,paidinadvance,shallberefundedtoTenant.

Partial Taking: If, after the execution of this Lease and prior to the expiration of the termhereof, any public or private authority shall, under the power of eminent domain, take, orLandlord shall convey to said authority in lieu of such taking, property which results in areduction by [%] or more of the area in the Leased Premises, or of a portion of the LeasedPremises that substantially interrupts or substantially obstructs the conducting of business onthe Leased Premises; then Tenant may, at its election, terminate this Lease by givingLandlord notice of the exercise of Tenant’s election within [NUMBER] days after Tenant shallreceivenoticeofsuchtaking.IntheeventofterminationbyTenantof thisLeaseandthetermhereof shall cease and terminate as of the date when possession shall be taken by theappropriate authority of that portion of the Entire Property that results in one of the abovetakings, and any unearned rent or other charges, if any, paid in advance by Tenant shall berefundedtoTenant.

Restoration: In the event of a taking in respect of which Tenant shall not have the right toelect to terminate this Lease or, having such right, shall not elect to terminate this Lease, thisLease and the term thereof shall continue in full force and effect and Landlord, at Landlord’ssolecostandexpense,forthwithshallrestoretheremainingportions of theLeasedPremises,including anyand allimprovementsmadetheretofore to anarchitecturalwholeinsubstantiallythesameconditionthatthesamewereinpriortosuchtaking. Ajustproportion

oftherentreservedhereinandanyotherchargespayablebyTenanthereunder,accordingtothe nature and extent of the injury to the Leased Premises and to Tenant’s business, shall besuspended or abated until the completion of such restoration and thereafter the rent and anyother charges shall be reduced in proportion to the square footage of the Leased Premisesremainingaftersuchtaking.

The Award: All compensation awarded for any taking, whether for the whole or a portion ofthe Leased Premises, shall be the sole property of the Landlord whether such compensationshall be awarded for diminution in the value of, or loss of, the leasehold or for diminution inthe value of, or loss of, the fee in the Leased Premises, or otherwise. The Tenant herebyassigns to Landlord all of Tenant’s right and title to and interest in any and all suchcompensation. However, the Landlord shall not be entitled to and Tenant shall have the soleright to make its independent claim for and retain any portion of any award made by theappropriating authority directly to Tenant for loss of business, or damage to or depreciationof, and cost of removal of fixtures, personality and improvements installed in the LeasedPremisesby,orattheexpenseof Tenant,andtoanyotherawardmadebytheappropriatingauthoritydirectlytoTenant.

Release: In the event of any termination of this Lease as the result of the provisions of thisArticle20,theparties,effectiveasofsuchtermination,shallbereleased,eachtotheother,fromallliabilityandobligationsthereafterarisingunderthislease.

21. LANDLORD’SREMEDIES

Intheeventthat:

Tenantshallonthreeormoreoccasionsbeindefaultinthe paymentofrentorotherchargesherein required to be paid by Tenant (default herein being defined as payment received byLandlord ten or more days subsequent to the due date), regardless of whether or not suchdefault has occurred onconsecutive ornon-consecutivemonths;or

Tenanthascauseda lientobefiled againstthe Landlord’spropertyandsaid lienisnotremoved within[NUMBER] daysof recordationthereof; or

Tenant shall default in the observance or performance of any of the covenants andagreements required to be performed and observed by Tenant hereunder for a period of[NUMBER] days after notice to Tenant in writing of such default (or if such default shallreasonablytakemorethan [NUMBER] daystocure,Tenantshallnot havecommencedthesamewithinthe[NUMBER] daysand diligentlyprosecuted thesametocompletion);or

[NUMBER] days have elapsed after the commencement of any proceeding by or againstTenant, whether by the filing of a petition or otherwise, seeking any reorganization,arrangement, composition, readjustment, liquidation, dissolution or similar relief under thepresent or future Federal Bankruptcy Act or any other present or future applicable federal,state or other statute or law, whereby such proceeding shall not have been dismissed(provided, however, that the non-dismissal of any such proceeding shall not be a defaulthereunder so long as all of Tenant’s covenants and obligations hereunder are beingperformedbyoronbehalf ofTenant);thenLandlordshallbeentitledtoitselection(unlessTenant shall cure such default prior to such election), to exercise concurrently orsuccessively,anyoneor moreofthefollowingrights:

TerminatethisLeasebygivingTenantnoticeoftermination,inwhicheventthisLeaseshall expire and terminate on the date specified in such notice of termination, with thesame force and effect as though the date so specified were the date herein originallyfixed as the termination date of the term of this Lease, and all rights of Tenant underthisLeaseand inandtothePremisesshall expireandterminate,andTenantshall

remain liable for all obligations under this Lease arising up to the date of suchtermination,andTenantshallsurrender thePremisestoLandlordonthedatespecifiedinsuchnotice;or

TerminatethisLeaseasprovided hereinand recover fromTenant alldamagesLandlord may incur by reason of Tenant’s default, including, without limitation, a sumwhich,atthedateofsuchtermination, represents thethenvalueoftheexcess, ifany,of(a)theMinimumRent,PercentageRent,Taxesandallothersumswhichwouldhavebeen payable hereunder by Tenant for the period commencing with the day followingthe date of such termination and ending with the date herein before set for theexpiration of the full term hereby granted, over (b) the aggregate reasonable rentalvalue of the Premises for the same period, all of which excess sum shall be deemedimmediatelydueandpayable;or

WithoutterminatingthisLease,declareimmediatelydueandpayableallMinimum Rent, Taxes, and other rents and amounts due and coming due under thisLease for the entire remaining term hereof, together with all other amounts previouslydue, at once; provided, however, that such payment shall not be deemed a penalty orliquidated damages but shall merely constitute payment in advance of rent for theremainder of said term. Upon making such payment, Tenant shall be entitled to receivefrom Landlord all rents received by Landlord from other assignees, tenants, andsubtenantsonaccountofsaidPremisesduringthetermofthisLease,providedthatthemonies to which tenant shall so become entitled shall in no event exceed the entireamount actually paid by Tenant to Landlord pursuant to the preceding sentence less allcosts,expensesandattorney’sfeesofLandlordincurredinconnectionwiththereletting ofthePremises;or

Without terminating this Lease, and with or without notice to Tenant, Landlordmay in its own name but as agent for Tenant enter into and upon and take possessionof the Premises or any part thereof, and, at landlord’s option, remove persons andproperty there from, and such property, if any, may be removed and stored in awarehouse or elsewhere at the cost of, and for the account of Tenant, all without beingdeemed guilty of trespass or becoming liable for any loss or damage which may beoccasioned thereby, and Landlord may rent the Premises or any portion thereof as theagent of Tenant with or without advertisement, and by private negotiations and for anyterm upon such terms and conditions as Landlord may deem necessary or desirable inorder to relet the Premises. Landlord shall in no way be responsible or liable for anyrental concessions or any failure to rent the Premises or any part thereof, or for anyfailure to collect any rent due upon such reletting. Upon such reletting, all rentalsreceived by Landlord from such reletting shall be applied: first, to the payment of anyindebtedness (other than any rent due hereunder) from Tenant to Landlord; second, tothe payment of any costs and expenses of such reletting, including, without limitation,brokerage fees and attorney’s fees and costs of alterations and repairs; third, to thepayment of rent and other charges then due and unpaid hereunder; and the residue, ifany shall be held by Landlord to the extent of and for application in payment of futurerentasthesamemaybecomedueand payable hereunder.Inreletting the Premisesasaforesaid, Landlord may grant rent concessions and Tenant shall not be creditedtherefore. If such rentals received from such reletting shall at any time or from time totime be less than sufficient to pay to Landlord the entire sums then due from Tenanthereunder, Tenant shall pay any such deficiency to Landlord. Such deficiency shall, atLandlord’s option, be calculated and paid monthly. No such reletting shall be construedas an election by Landlord to terminate this Lease unless a written notice of suchelection has been given to Tenant by Landlord. Notwithstanding any such relettingwithout termination, Landlord may at any time thereafter elect to terminate this Leaseforanysuchpreviousdefault providedsamehas not beencured; or

Without liability to Tenant or any other party and without constituting a constructive oractualeviction,suspendor discontinuefurnishingorrenderingtoTenantanyproperty,material, labor, Utilities or other service, whether Landlord is obligated to furnish orrenderthesame,solongasTenantisindefault underthisLease;or

AllowthePremisestoremainunoccupiedandcollectrentfromTenantasitcomesdue;or

Foreclosethesecurityinterestdescribedherein,includingthe immediatetakingof possessionofallpropertyonor inthePremises;or

Pursuesuchotherremediesasareavailableatlawor equity.

Landlord’spursuit of anyremedyofremedies,including withoutlimitation,anyoneormoreoftheremediesstatedhereinshallnot(1)constituteanelectionofremediesorprecludepursuitof any other remedy or remedies provided in this Lease or any other remedy or remediesprovided by law or in equity, separately or concurrently or in any combination, or (2) sever asthe basis for any claim of constructive eviction, or allow Tenant to withhold any paymentsunderthis Lease.

22. LANDLORD’SSELFHELP

Ifin theperformance or observanceofanyagreement or conditionin thisLeasecontained on itspart tobe performed or observed and shall not cure such default within [NUMBER] days after notice fromLandlord specifying the default (or if such default shall reasonably take more than [NUMBER] days tocure, shall diligently prosecuted the same to completion), Landlord may, at its option, without waiving anyclaim for damages for breach of agreement, at any time thereafter cure such default for the account ofTenant, andany amountpaidorcontractualliability incurredbyLandlordinsodoingshallbedeemedpaid or incurred for the account of Tenant and Tenant agrees to reimburse Landlord therefore and saveLandlord harmless there from. Provided, however, that Landlord may cure any such default as aforesaidprior to the expiration of said waiting period, without notice to Tenant if any emergency situation exists, orafter notice to Tenant, if the curing of such default prior to the expiration of said waiting period isreasonablynecessarytoprotecttheLeased PremisesorLandlord’s interesttherein,orto preventinjuryordamage to persons or property. If Tenant shall fail to reimburse Landlord upon demand for any amountpaid for the account of Tenant hereunder, said amount shall be added to and become due as a part of thenextpayment ofrentdueandshallforallpurposesbedeemedand treatedasrenthereunder.

23. TENANT’SSELFHELP

If Landlord shall default in the performance or observance of any agreement or condition in this Leasecontained on its part to be performed or observed, and if Landlord shall not cure such default within[NUMBER] days after notice from Tenant specifying the default (or, if such default shall reasonably takemore than [NUMBER] days to cure, and Landlord shall not have commenced the same within [NUMBER]days and diligently prosecuted the same to completion), Tenant may, at its option, without waiving anyclaim for damages for breach of agreement, at any time thereafter cure such default for the account ofLandlord and any amount paid or any contractual liability incurred by Tenant in so doing shall be deemedpaid or incurred for the account of Landlord and Landlord shall reimburse Tenant therefore and saveTenantharmlesstherefrom.Provided,however,thatTenantmaycureanysuchdefaultasaforesaidpriortotheexpirationofsaidwaitingperiod,withoutnoticetoLandlord ifanemergencysituationexists,or afternotice to Landlord, if the curing of such default prior to the expiration of said waiting period is reasonablynecessary to protect the Leased Premises or Tenant’s interest therein or to prevent injury or damage topersons or property. If Landlord shall fail to reimburse Tenant upon demand for any amount paid orliability incurred for the account of Landlord hereunder, said amount or liability may be deducted byTenant from the next or any succeeding payments of rent due hereunder; provided, however, that shouldsaidamountorthe liabilitythereforebe disputedbyLandlord,Landlordmaycontestitsliabilityorthe

amountthereof,througharbitration orthroughadeclaratoryjudgmentactionandLandlordshallbearthecostofthefilingfees therefore.

24. TITLE

Subordination: Tenant shall, upon the request of Landlord in writing, subordinate this Leaseto the lien of any present or future institutional mortgage upon the Leased Premisesirrespective of the time of execution or the time of recording of any such mortgage. Provided,however, that as a condition to such subordination, the holder of any such mortgage shallenterfirstintoawrittenagreementwithTenantinform suitable forrecordingtotheeffectthat:

in the event of foreclosure or other action taken under the mortgage by the holderthereof,thisLeaseandtherightsofTenanthereunder shallnotbedisturbedbutshallcontinueinfullforceand effectsolong asTenantshallnotbeindefault hereunder

such holder shall permit insurance proceeds and condemnation proceeds to be usedfor any restoration and repair required by the provisions of this Agreement,respectively. Tenant agrees that if the mortgagee or any person claiming under themortgagee shall succeed to the interest of Landlord in this Lease, Tenant willrecognize said mortgagee or person as its Landlord under the terms of this Lease,provided that said mortgagee or person for the period during which said mortgageeor person respectively shall be in possession of the Leased Premises and thereaftertheir respective successors in interest shall assume all of the obligations of Landlordhereunder. The word “mortgage”, as used herein includes mortgages, deeds of trustor other similar instruments, and modifications, and extensions thereof. The term”institutional mortgage” as used in this Article 24 means a mortgage securing a loanfrom a bank or trust company, insurance company or pension trust or any otherlenderinstitutionalinnature andconstitutinga lien uponthe Leased Premises.

Quiet Enjoyment: Landlord covenants and agrees that upon Tenant paying the rent andobservingandperformingallof theterms,covenantsandconditionsonTenant’s parttobeobserved and performed hereunder, that Tenant may peaceably and quietly have, hold,occupy and enjoy the Leased Premises in accordance with the terms of this Lease withouthindranceormolestationfromLandlord oranypersonslawfullyclaimingthroughLandlord.

Zoning and Good Title: Landlord warrants and represents, upon which warranty andrepresentation Tenant has relied in the execution of this Lease, that Landlord is the owner ofthe Leased Premises, in fee simple absolute, free and clear of all encumbrances, except forthe easements, covenants and restrictions of record as of the date of this Lease. Suchexceptions shall not impede or interfere with the quiet use and enjoyment of the LeasedPremises by Tenant. Landlord further warrants and covenants that this Lease is and shall bea first lien on the Leased Premises, subject only to any Mortgage to which this Lease issubordinate or may become subordinate pursuant to an agreement executed by Tenant, andto such encumbrances as shall be caused by the acts or omissions of Tenant; that Landlordhas full right and lawful authority to execute this Lease for the term, in the manner, and upontheconditionsandprovisionshereincontained;thatthereisnolegalimpedimenttotheuseofthe Leased Premises as set out herein; that the Leased Premises are not subject to anyeasements, restrictions, zoning ordinances or similar governmental regulations which preventtheir use as set out herein; that the Leased Premises presently are zoned for the usecontemplated herein and throughout the term of this lease may continue to be so usedtherefore by virtue of said zoning, under the doctrine of “non-conforming use”, or valid andbinding decision of appropriate authority, except, however, that said representation andwarranty by Landlord shall not be applicable in the event that Tenant’s act or omission shallinvalidate the application of said zoning, the doctrine of “non-conforming use” or the valid andbindingdecisionof the appropriateauthority.Landlordshall furnishwithoutexpenseto

Tenant, within [NUMBER] days after written request therefore by Tenant, a title reportcoveringtheLeasedPremisesshowingtheconditionoftitleasofthedateofsuchcertificate,provided, however, that Landlord’s obligation hereunder shall be limited to the furnishing ofonlyonesuchtitlereport.

Licenses:Itshall be the Tenant’sresponsibilitytoobtain anyandallnecessarylicensesandthe Landlord shall bear no responsibility therefore; the Tenant shall promptly notify Landlordof the fact that it has obtained the necessary licenses in order to prevent any delay toLandlordincommencingconstructionoftheLeasedPremises.

25. EXTENSIONS/WAIVERS/DISPUTES

Extension Period: Anyextensionhereof shallbesubjecttotheprovisionsof Articlec)hereof.

Holding Over: In the event that Tenant or anyone claiming under Tenant shall continueoccupancy of the Leased Premises after the expiration of the term of this Lease or anyrenewal or extension thereof without any agreement in writing between Landlord and Tenantwithrespectthereto,suchoccupancyshallnotbe deemedtoextend orrenewthe termof theLease, but such occupancy shall continue as a tenancy at will, from month to month, uponthe covenants, provisions and conditions herein contained. The rental shall be the rental ineffect during the term of this Lease as extended or renewed, prorated and payable for theperiodofsuchoccupancy.

Waivers: Failure of either party to complain of any act or omission on the part of the otherparty,nomatterhowlongthesame maycontinue,shallnotbedeemedtobeawaiverbysaid party of any of its rights hereunder. No waiver by either party at any time, express orimplied, of any breach of any provision of this Lease shall be deemed a waiver of a breach ofany other provision of this Lease or a consent to any subsequent breach of the same or anyother provision. If any action by either party shall require the consent or approval of the otherparty,theotherparty’sconsenttoorapprovalof suchaction onanyoneoccasionshallnotbedeemed a consent to or approval of said action on any subsequent occasion or a consent toor approval of any other action on the same or any subsequent occasion. Any and all rightsand remedies which either party may have under this Lease or by operation of law, either atlaw or in equity, upon any breach, shall be distinct, separate and cumulative and shall not bedeemed inconsistent with each other, and no one of them, whether exercised by said party ornot, shall bedeemedtobeanexclusionofany other;andany twoormore orallofsuchrightsandremedies maybeexercisedatthesametime.

Disputes: It is agreed that, if at any time a dispute shall arise as to any amount or sum ofmoney to be paid by one party to the other under the provisions hereof, the party againstwhom the obligation to pay the money is asserted shall have the right to make payment”under protest” and such payment shall not be regarded as a voluntary payment and thereshall survive the right on the part of the said party to institute suit for the recovery of suchsum. If it shall be adjudged that there was no legal obligation on the part of said party to paysuch sum or any part thereof, said party shall be entitled to recover such sum or so muchthereofasitwasnotlegallyrequiredtopayundertheprovisionsof thisLease.Ifatanytimeadispute shall arise between the parties hereto as to any work to be performed by either ofthem under the provisions hereof, the party against whom the obligation to perform the workis asserted may perform such work and pay the costs thereof “under protest” and theperformanceofsuchwork shallinnoeventberegardedasavoluntaryperformanceandshallsurvive the right on the part of the said party to institute suit for the recovery of the costs ofsuch work. If it shall be adjudged that there was no legal obligation on the part of the saidparty to perform the same or any part thereof, said party shall be entitled to recover the costsofsuchworkorthecost of somuchthereof assaidpartywasnotlegallyrequired toperform

undertheprovisionsofthis Lease andthe amountsopaidbyTenantmaybewithheldordeductedbyTenantfromanyrents hereinreserved.

Tenant’s Right to cure Landlord’s Default: In the event that Landlord shall fail, refuse orneglect to pay any mortgages, liens or encumbrances, the judicial sale of which might affectthe interest of Tenant hereunder, or shall fail, refuse or neglect to pay any interest due orpayableonanysuchmortgage, lien orencumbrance, Tenantmaypaysaidmortgages, liensor encumbrances, or interest or perform said conditions and charge to Landlord the amountso paid and withhold and deduct from any rents herein reserved such amounts so paid, andanyexcessover and abovethe amountsofsaidrents shall bepaidbyLandlordto Tenant.

Notices: All notices and other communications authorized or required hereunder shall be inwriting and shall be given by mailing the same by certified mail, return receipt requested,postageprepaid,and anysuchnoticeorothercommunicationshallbedeemedto havebeengiven when received by the party to whom such notice or other communication shall beaddressed. If intended for Landlord the same will be mailed to the address herein above setforth or such other address as Landlord may hereafter designate by notice to Tenant, and ifintended for Tenant, the same shall be mailed to Tenant at the address herein above setforth, or such other address or addresses as Tenant may hereafter designate by notice toLandlord.

26. PROPERTYDAMAGE

Loss and Damage: Notwithstanding any contrary provisions of this Lease, Landlord shall notbe responsible for any loss of or damage to property of Tenant or of others located on theLeased Premises, except where caused by the willful act or omission or negligence ofLandlord, or Landlord’s agents, employees or contractors, provided, however, that if Tenantshall notify Landlord in writing of repairs which are the responsibility of Landlord under ArticleVII hereof, and Landlord shall fail to commence and diligently prosecute to completion saidrepairs promptly after such notice, and if after the giving of such notice and the occurrence ofsuchfailure,lossofordamagetoTenant’spropertyshallresultfromtheconditionastowhichLandlordhasbeennotified,LandlordshallindemnifyandholdharmlessTenantfromanyloss,costor expensearisingtherefrom.

Force Majeure: In the event that Landlord or Tenant shall be delayed or hindered in orprevented from the performance of any act other than Tenant’s obligation to make paymentsof rent, additional rent, and other charges required hereunder, by reason of strikes, lockouts,unavailabilityofmaterials,failureofpower,restrictivegovernmentallawsorregulations,riots,insurrections, the act, failure to act, or default of the other party, war or other reason beyondits control, then performance of such act shall be excused for the period of the delay and theperiod for the performance of such act shall be extended for a period equivalent to the periodof such delay. Notwithstanding the foregoing, lack of funds shall not be deemed to be acausebeyondcontrol ofeither party.

27. ASSIGNMENTANDSUBLETTING

Under the terms and conditions hereunder, Tenant shall have the absolute right to transfer and assignthis lease or to sublet all or any portion of the Leased Premises or to cease operating Tenant’s businesson the Leased Premises provided that at the time of such assignment or sublease Tenant shall not be indefaultintheperformanceandobservanceoftheobligationsimposeduponTenanthereunder, and intheevent that Tenant assigns or sublets this property for an amount in excess of the rental amount thenbeing paid, then Landlord shall require as further consideration for the granting of the right to assign orsublet,asumequalto [%]of thedifferencebetweentheamountof rentaltobechargedbyTenant to

Tenant’ssubtenantorassigneeandtheamountprovidedforherein,payableinamannerconsistentwiththe method of payment by the subtenant or assignee to the Tenant, and/or [%] of the consideration paidortobepaidtoTenantbyTenant’sorSub-Tenantorassignee.

28. FIXTURES

All personal property, furnishings and equipment presently and all other trade fixtures installed in orhereafter by or at the expense of Tenant and all additions and/or improvements, exclusive of structural,mechanical, electrical, and plumbing, affixed to the Leased Premises and used in the operation of theTenant’s business made to, in or on the Leased Premises by and at the expense of Tenant andsusceptible of being removed from the Leased Premises without damage, unless such damage berepaired by Tenant, shall remain the property of Tenant and Tenant may, but shall not be obligated to,removethesameoranypartthereof at anytimeortimesduringthetermhereof,providedthatTenant,atitssolecostandexpense,shall makeanyrepairsoccasionedbysuchremoval.

29. OPTIONTORENEW

Landlord grants to Tenant an option to renew this lease agreement for a period of [NUMBER] years afterexpiration of the term of this Lease agreement at a rental of [AMOUNT] per month, with all other termsand conditions of the renewal lease to be the same as those in this lease agreement. To exercise thisoption to renew, Tenant must give Landlord written notice of intention to do so at least [NUMBER] daysbeforethisleaseagreementexpires.

30. ESTOPPELCERTIFICATES

At any time and from time to time, Landlord and Tenant each agree, upon request in writing from theother, to execute, acknowledge and deliver to the other or to any person designated by the other astatement in writing certifying that the Lease is unmodified and is in full force and effect, or if there havebeenmodifications,thatthe sameisinfullforceandeffectasmodified(statingthemodifications),that theother party is not in default in the performance of its covenants hereunder, or if there have been suchdefaults,specifyingthesame,andthe datesto which therentandotherchargeshavebeen paid.

31. INVALIDITYOFPARTICULARPROVISION

Ifanytermorprovisionof thisLeaseortheapplication hereofto anypersonorcircumstanceshall,toanyextent, be held invalid or unenforceable, the remainder of this Lease, or the application of such term orprovision to persons or circumstances other than those as to which it is held invalid or unenforceable,shall not be affected thereby, and each term and provision of this Lease shall be valid and be enforced tothefullestextentpermittedbylaw.

32. CAPTIONS ANDDEFINITIONSOFPARTIES

The captions of the Sections of this Lease are for convenience only and are not a part of this Lease anddo not in any way limit or amplify the terms and provisions of this Lease. The word “Landlord” and thepronouns referring thereto, shall mean, where the context so admits or requires, the persons, firm orcorporation named herein as Landlord or the mortgagee in possession at any time, of the land andbuilding comprising the Leased Premises. If there is more than one Landlord, the covenants of Landlordshall be the joint and several obligations of each of them, and if Landlord is a partnership, the covenantsof Landlord shall be the joint and several obligations of each of the partners and the obligations of thefirm. Any pronoun shall be read in the singular or plural and in such gender as the context may require.Exceptas inthisLease otherwiseprovided,thetermsand provisionsofthisLeaseshallbebindinguponand inuretothe benefitofthepartieshereto andtheirrespectivesuccessors andassigns.

33. RELATIONSHIPOFTHEPARTIES

Nothing contained herein shall be deemed or construed by the parties hereto nor by any third party ascreatingtherelationshipofprincipalandagentorofpartnershiporofajointventurebetweenthepartieshereto, it being understood and agreed that neither any provision contained herein, nor any acts of theparties hereto, shall be deemed to create any relationship between the parties hereto other than therelationship ofLandlordandTenant.

34. BROKERAGE

Nopartyhasactedas,byorthrougha brokerintheeffectuation of thisAgreement,exceptasset outhereinafter.

35. ENTIREAGREEMENT

Thisinstrumentcontainstheentireand onlyagreementbetweentheparties,andnooralstatementsorrepresentations or prior written matter not contained in this instrument shall have any force and effect.ThisLeaseshall not bemodifiedin anywayexceptbya writingexecutedbybothparties.

36. GOVERNINGLAW

All matters pertaining to this agreement (including its interpretation, application, validity, performance andbreach) in whatever jurisdiction action may be brought, shall be governed by, construed and enforced inaccordance with the laws of the [State/Province] of [STATE/PROVINCE]. The parties herein waive trial byjury and agree to submit to the personal jurisdiction and venue of a court of subject matter jurisdictionlocatedin[STATE/PROVINCE].

37. LITIGATION

In the event that litigation results from or arises out of this Agreement or the performance thereof, theparties agree to reimburse the prevailing party’s reasonable attorney’s fees, court costs, and all otherexpenses, whether or not taxable by the court as costs, in addition to any other relief to which theprevailingpartymaybeentitled.Insuch event,no actionshallbeentertainedbysaidcourt oranycourtofcompetent jurisdiction if filed more than one year subsequent to the date the cause(s) of action actuallyaccruedregardlessofwhetherdamageswereotherwiseas of saidtimecalculable.

IfLandlordfilesanactiontoenforceanyagreementcontained inthisleaseagreement,orforbreachofany covenant or condition, Tenant shall pay Landlord reasonable attorney fees for the services ofLandlord’sattorneyintheaction,allfees tobefixedbythecourt.

38. CONTRACTUALPROCEDURES

Unlessspecificallydisallowedbylaw,should litigationarisehereunder,serviceofprocessthereforemaybe obtained through certified mail, return receipt requested; the parties hereto waiving any and all rightstheymayhavetoobjecttothemethodbywhichservicewas perfected.

39. EXTRAORDINARYREMEDIES

To the extent cognizable at law, the parties hereto, in the event of breach and in addition to any and allotherremediesavailablethereto,mayobtain injunctive relief,regardlessof whetherthe injured partycandemonstratethatnoadequateremedyexists atlaw.

40. RELIANCEONFINANCIALSTATEMENT

Tenant shall furnish concurrently with the execution of this lease, a financial statement of Tenantprepared by an accountant. Tenant, both in corporate capacity, if applicable, and individually, herebyrepresents and warrants that all the information contained therein is complete, true, and correct. Tenantunderstands that Landlord is relying upon the accuracy of the information contained therein. Should therebe found to exist any inaccuracy within the financial statement which adversely affects Tenant’s financialstanding, or should Tenant’s financial circumstances materially change, Landlord may demand, asadditional security, an amount equal to an additional [NUMBER] months’ rent, which additional securityshall be subject to all terms and conditions herein, require a fully executed guaranty by a third partyacceptable to Landlord, elect to terminate this Lease, or hold Tenant personally and individually liablehereunder.

IN WITNESS WHEREOF, the parties hereto have executed this Lease the day and year first abovewrittenorhavecausedthisLeasetobeexecutedbytheirrespectiveofficersthereunto dulyauthorized.

LANDLORD TENANT

AuthorizedSignature AuthorizedSignature

Print NameandTitle PrintNameandTitle

EXHIBIT”A”LEGALDESCRIPTION

EXHIBIT”B”TENANTPLANSANDSPECIFICATIONS