Warehouse Lease Agreement

Lease of Office, Warehouse, and Light Manufacturing Space

Agreement made on the (date), between , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Lessor, and , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Lessee.

1. Lease of Premises

A. Lessor Leases to Lessee and Lessee Leases from Lessor for the term of this Lease, at the rental provided below, and upon all the conditions set forth in this Lease Agreement, Unit (number) of Building (letter or number), hereinafter called the Building of a project commonly known as , located at , and more particularly described in Exhibit A attached hereto and made a part hereof.

B. The above-described real property and the Building and other improvements are referred to as the Premises.

C. The Unit of the Building subject to this Lease Agreement, as outlined on the diagram attached to this Lease Agreement as Exhibit B, together with any additional parts of the Premises in the future Leased by Lessee from Lessor, are referred to as the Demised Premises.

D. The agreed floor area of the Demised Premises is approximately square feet, which comprises square feet of office space and square feet of warehouse space. The agreed total leasable floor area in the Building is approximately square feet.

2. Term

The term of this Lease Agreement shall commence on (commencement date) and shall continue for years unless sooner terminated pursuant to the provisions of this Lease Agreement.

3. Rent

A. Lessee shall pay to Lessor as rent for the Demised Premises monthly installments of $, in advance, on the first day of each month.

B. Rent for any period that is for less than one month shall be a pro rata portion of the monthly installment.

C. Rental shall be payable without notice or demand and without deduction, offset, or abatement to Lessor at (or to such other persons or at such other places as Lessor may designate in writing).

4. Additional Charges

A. In addition to the net rent specified in Section 3, Lessee shall pay all other costs and expenses in connection with the operation of the Premises, including but not limited to all taxes, including real estate taxes, liens, charges, utilities, assessments, insurance premiums, management fees, operating charges, and maintenance charges. With respect to any such charges or expenses that are charged against the Building or Premises as a whole, Lessee shall pay, upon demand, Lessee's proportionate share of those items.

B. Lessor will submit invoices to Lessee periodically, but shall not be required to do so more frequently than every quarter. All such invoices shall be payable within days after receipt.

5. Late Charges

If any payment required under this Lease Agreement is not paid when due, there shall be added as additional rent % of the delinquent payment for each month or portion of a month after the date it was due, plus all of the reasonable attorney's fees and costs, if any, incurred by Lessor in connection with the delinquent payment.

6. Use

A. The Demised Premises shall be used and occupied only for general office, warehouse, distribution, light manufacturing, and related activities and shall not be used for any other purpose without the prior, express, and written consent of Lessor.

B. No act shall be done in or about the Demised Premises that is unlawful or that will increase the rate of insurance on the Building.

C. Lessee will not commit or allow to be committed any waste on the Premises, or any public or private nuisance or other thing that disturbs the quiet enjoyment of any other tenant in the Building.

D. Lessee shall comply with all laws relating to the use of the Premises and shall observe such reasonable rules and regulations as may be adopted and published by Lessor for the safety, care, and cleanliness of not only the Demised Premises but also of the Premises and the Building and for the preservation of good order in the Building.

E. If Lessee fails to comply with the requirements of this section, then Lessor shall be entitled to pursue any of the remedies provided in this Lease Agreement.

7. Lessor’s Obligation to Repair

A. Subject to the provisions of Section 16 of this Lease Agreement, and except for damage caused by the negligence or intentional act or omission of Lessee, Lessee's agents, employees, contractors, invitees, or licensees, Lessor, at Lessor's expense, shall keep in good order and condition and make structural repairs to the perimeter walls (excluding plate glass, windows, and doors), roof, bearing structure, and foundation of the Building, provided that any such repair necessitated by fire or other casualty shall be made only in accordance with the provisions set forth in Section 16 of this Lease Agreement.

B. It is specifically agreed that Lessor will not be required to make any repairs necessitated by reason of the negligence or default of Lessee, or Lessee's employees, agents, or licensees.

C. For the purposes of this Section, the words structure or structural shall refer only to a supporting member or members of the roof including the joists, rafters, columns, beams, or girders of the roof, but shall not include roof coverings, including but not limited to sheeting, roof boards, plate studs, sheathing, shingles, shakes, asphalt, gravel, flashing, fastenings, and similar materials.

D. Lessor shall have no obligation to make repairs under this Section until a reasonable time after receipt of written notice of the need for such repairs.

8. Lessee’s Maintenance and Repair Obligations

A. Subject to the provisions of Sections 7 and 16, Lessee, at Lessee's expense, shall keep every part of the Demised Premises in good repair, including but not limited to air-conditioning equipment or any components of such equipment, plumbing, and any mechanical or electrical apparatus.

B. At the expiration or termination of this Lease Agreement, Lessee shall surrender the Demised Premises to Lessor in as good condition as when received by Lessee from Lessor or as subsequently improved, reasonable use and wear excepted.

C. Lessee shall repair any damage to the Demised Premises or to the Building occasioned by Lessee's use of the Premises, or by the removal of Lessee's trade fixtures, furnishings, and equipment, which repair shall include the patching and filling of holes and repair of structural damage.

9. Lessee’s Failure to Repair and Maintain

If Lessee fails to perform its obligations to repair and maintain the Demised Premises, Lessor may at its option (but shall not be required to do so) enter upon the Demised Premises, after days' prior written notice to Lessee, and put the Demised Premises in its previous condition, or otherwise cure the default. The cost of any such action, plus % of such cost, shall become due and payable as additional rent by Lessee to Lessor with Lessee's next rental installment.

10. Alterations and Additions

A. Lessee shall not, without Lessor's prior, express, and written consent, make any alterations, additions, or improvements to the Demised Premises. As a condition to giving such consent, Lessor may require that Lessee remove any such alterations, additions, or improvements at the expiration of the term and restore the Premises to their prior condition.

B. Lessee shall not permit any mechanics' or material suppliers' liens to be filed against the Premises and shall hold Lessor harmless from any damage, loss, or expense arising out of any such work in, on, or about the Premises.

C. All alterations, improvements, and additions on and to the Demised Premises by Lessee shall be done in compliance with all applicable governmental codes and regulations.

D. At the option of Lessor, all alterations, improvements, or additions that may be made on or to the Demised Premises shall become the property of Lessor and remain upon and be surrendered with the Demised Premises at the expiration of the term of this Lease Agreement, provided, however, that Lessor may not be entitled to such alterations, improvements, or additions unless Lessor had advised Lessee that Lessor was exercising that option prior to Lessee's committing to the making of the alteration, improvement, or addition.

E. Lessee's machinery, equipment, and trade fixtures, other than that which is affixed to the Demised Premises so that it cannot be removed without material damage to the Demised Premises, shall remain the property of Lessee and may be removed by Lessee subject to the provisions set forth in Section 8 of this Lease Agreement.

11. Liability Insurance

A. Lessee shall maintain in force during the term of this Lease Agreement a policy of comprehensive public liability insurance insuring Lessee against any liability, including but not limited to damage to other parts of the Building, arising out of the ownership, use, occupancy, or maintenance of the Demised Premises and all areas appurtenant to the Demised Premises. Lessee must carry a minimum of $ legal liability and $ comprehensive general liability. The limits of such insurance, however, shall not limit the liability of Lessee under this Lease Agreement.

B. The policies of insurance required under this section shall name Lessor and Lessor's agents as additional insureds and shall provide that they may not be canceled without days' prior written notice to Lessor.

C. Lessor shall be furnished with a certificate evidencing issuance of the policy of liability insurance and such certificate shall recite that the policy may not be canceled without days' prior written notice to Lessor.

D. If Lessee shall fail to maintain the insurance required under this Section, Lessor may, but shall not be required to, procure and maintain such insurance at the sole expense of Lessee.

12. Property Insurance

A. Lessor shall maintain in force during the term of this Lease Agreement a policy of insurance issued by a company authorized to engage in the insurance business in , insuring the Building for an amount not less than % of its value against damage or destruction by fire and by perils covered by the standard form of extended coverage endorsements to fire insurance policies in in effect at the time that the policies are obtained. The policies of insurance shall also cover loss of income due to business interruption.

B. Lessee shall pay Lessee's proportionate share of the premiums on the policies of insurance required under this Section. Lessee's share shall be an amount that bears the same ratio to the charge or expense that the floor area of the Demised Premises bears to the leasable floor of the Demised Premises of the Building or Buildings covered by the policy.

13. Waiver of Subrogation

Lessee and Lessor each waives any and all rights of recovery against the other, or against the officers, employees, agents, and representatives of the other for loss of or damage to such waiving party or its property or the property of others under its control for the loss or damages insured against under any insurance policy in force at the time of the loss or damage.

14. Indemnification

A. Lessee shall indemnify, defend, and hold Lessor harmless from and against any claim arising from Lessee's use of the Premises or from the conduct of its business or from any activity, work, or thing that may be permitted by Lessee in or about the Premises. Lessee shall also indemnify, defend, and hold Lessor harmless from and against any claim arising from any breach or default in the performance of any obligation on Lessee's part to be performed under the provisions of this Lease Agreement or arising from any negligence of Lessee or any of its agents, contractors, employees, or invitees and from any and all costs, attorney's fees, expenses, and liabilities incurred in the defense of any such claim or any action or proceeding brought on any such claim.

B. Lessor shall indemnify, defend, and hold Lessee harmless from any claim arising from Lessor's ownership or use of the Premises or from the conduct of Lessor or from any activity, work, or thing that may be permitted by Lessor, its agents, and subcontractors in or about the Premises. Lessor shall also indemnify, defend, and hold Lessee harmless from and against any claim arising from any breach or default in the performance of any obligations on Lessor's part to be performed under the provisions of this Lease Agreement or arising from any negligence of Lessor or any of its agents, contractors, employees, or invitees and from any and all costs, attorney's fees, expenses, and liabilities incurred in the defense of any such claim or any action or proceeding brought on any such claim, subject to the provisions of Section 15 of this Lease Agreement.

15. Exemption of Lessor from Liability

A. Lessor shall not be liable for injury to Lessee's business or any loss of income from such business or for damage to the goods, wares, merchandise, or other property of Lessee, Lessee's employees, invitees, customers, agents, contractors, or any other person in or about the Premises. Unless caused by its negligence, Lessor shall also not be liable for injury to the person of Lessee, Lessee's employees, agents, contractors, or invitees, whether the damage or injury results from conditions arising on the Demised Premises or on other parts of the Building where the Demised Premises are located, or from other sources or places.

B. Lessor shall not be liable to Lessee for any damages arising from any act or neglect of any other tenant, if any, of the Building in which the Demised Premises are located.

16. Damage or Destruction

A. If the Premises are damaged to such an extent as to render them untenantable in whole or in substantial part, or are destroyed, it shall be optional with Lessor to repair or rebuild them.

B. On the happening of any such damage or destruction, Lessee shall give Lessor or Lessor's agent immediate written notice.

C. Lessor shall have not more than days after the date of such notification to notify Lessee in writing of Lessor's intention to repair or to rebuild the Premises, or the part so damaged. If Lessor elects to repair or rebuild the Premises, Lessor shall prosecute the work of repairing or rebuilding without unnecessary delay. During such period, the rent of the Premises shall be abated in the same ratio that the part of the Premises rendered for the time being unfit for occupancy shall bear to the whole of the Demised Premises.

D. If Lessor shall fail to give the notice specified above, Lessee shall have the right to declare this Lease Agreement terminated by written notice to Lessor.

E. If the Building in which the Demised Premises are located shall be damaged (even though the Demised Premises shall not be damaged) to such extent that in the opinion of Lessor it shall not be practicable to repair or rebuild, or is destroyed, then it shall be optional with Lessor to terminate this Lease Agreement by written notice served on Lessee within days after the damage or destruction.

17. Advertising and Windows

A. Lessee shall not inscribe any inscription or post, place, or in any manner display any sign, notice, picture, placard, or poster, or any advertising matter anywhere in or about the Demised Premises or the Building at places visible (either directly or indirectly as an outline or shadow on a glass pane) from anywhere outside the Demised Premises without first obtaining Lessor's written consent. Any such consent by Lessor shall be on the understanding and condition that Lessee will remove the item at the expiration or sooner termination of this Lease Agreement and that Lessee shall repair any damage to the Demised Premises or to the Building caused by removal.

B. Lessee shall use window coverings that conform to standards set by Lessor, which standards shall not be unreasonable.

18. Liens and Insolvency

A. Lessee shall keep the Demised Premises and the Building free from any liens arising out of any work performed, materials ordered, or obligations incurred by Lessee.

B. Lessee shall have no authority, express or implied, to create or place any lien or encumbrance of any kind or nature on, or in any manner bind, the interest of Lessor in the Premises or to charge the rentals payable under this Lease Agreement for any claim in favor of any person dealing with Lessee, including those who may furnish materials or perform labor for any construction or repairs. Each such claim shall affect and each such lien shall attach to, if at all, only the Leasehold interest granted to Lessee under this Lease Agreement.

19. Defaults

A. Time is of the essence of this Lease Agreement.

B. If Lessee shall violate or fail to keep or perform any covenant, Agreement, term, or condition of this Lease Agreement at the time designated, or if Lessee is in default or violation of a term of this Lease Agreement for which no specific time is designated and the default or violation shall continue or shall not be remedied within days after notice in writing is given by Lessor to Lessee specifying the matter claimed to be in default, or if Lessee receives such notice and cures a default and then commits the same default within the next months, then Lessor, at its option, may immediately declare Lessee's rights under this Lease Agreement terminated. Lessor may then reenter the Demised Premises, using such force as may be necessary, repossess the Demised Premises, and remove all persons and property from the Demised Premises.

C. With respect to any default that cannot be cured within days, however, Lessor shall not terminate this Lease Agreement if Lessee within the -day period takes all necessary steps to cure the default and then continuously exercises due diligence to cure the default.

D. In addition to curing any default, Lessee shall also reimburse Lessor for any costs incurred by Lessor in connection with the giving of notice of default and the reinstatement of this Lease Agreement, including but not limited to reasonable attorney's fees. The amount of such costs shall be billed to Lessee and shall become due and payable as additional rent to Lessor together with Lessee's next rental installment.

E. In spite of any reentry pursuant to the provisions of this section, the liability of Lessee for the full rental provided for in this Lease Agreement shall not be extinguished for the balance of the term. Lessee shall make good to Lessor any deficiency arising from a reletting of the Demised Premises at a lesser rental, plus the costs and expenses of renovating or altering the Demised Premises, costs and expenses of reletting the Demised Premises, and reasonable attorney's fees and costs incurred in terminating this Lease Agreement and securing a new tenant. Lessee shall pay any such deficiency each month as the amount of the deficiency is ascertained by Lessor.

20. Priority

A. Lessee agrees that this Lease Agreement shall be subordinate to any mortgages or deeds of trust now or at any time in the future constituting a lien upon the Demised Premises or the Building containing the Demised Premises, and to any and all advances to be made under such mortgages or deeds of trust, and to the interest on such advances, and all renewals, replacements, and extensions of such mortgages or deeds of trust, provided, however, that the mortgagees or the beneficiaries named in the deeds of trust shall agree to recognize this Lease Agreement in the event of foreclosure if Lessee is not in default under this Lease Agreement and if Lessee attorns to the mortgagees or beneficiaries.

B. Within days after written request from Lessor, Lessee shall execute any documents that may be reasonably necessary or desirable to effectuate the subordination of this Lease Agreement to any such mortgages or deeds of trust and shall execute estoppel certificates as requested by Lessor in the standard form of any such mortgagee or beneficiary.

21. Nonwaiver

A. Waiver by either party of any breach of any term, covenant, or condition in this Lease Agreement shall not be deemed to be a waiver of such term, covenant, or condition, or of any subsequent breach of the same or any other term, covenant, or condition contained in this Lease Agreement.

B. The subsequent acceptance of rent under this Lease Agreement by Lessor shall not be deemed to be a waiver of any preceding breach by Lessee of any term, covenant, or condition of this Lease Agreement, other than the failure of Lessee to pay the particular rental so accepted, regardless of Lessor's knowledge of the preceding breach at the time of accepting rent.

22. Surrender of Possession

Upon expiration of the term of this Lease Agreement, whether by lapse of time or otherwise, Lessee shall promptly and peacefully surrender the Demised Premises to Lessor.

23. Holding Over

If Lessee shall, with the written consent of Lessor, hold over after the expiration of the term of this Lease Agreement, the tenancy shall be for an indefinite period of time on a month-to-month tenancy, which tenancy may be terminated as provided by the laws of . During such tenancy, Lessee agrees to pay Lessor the same rate of rental as set forth in this Lease Agreement, unless a different rate shall be agreed upon, and to be bound by all of the terms, covenants, and conditions specified in this Lease Agreement, so far as applicable.

24. Condemnation

A. If all of the Demised Premises or any portion of the Building as may be required for the reasonable use of the Demised Premises shall be taken by eminent domain (or by a voluntary conveyance made in lieu of a taking by eminent domain), this Lease Agreement shall terminate automatically as of the date Lessee is required to vacate or will be deprived of the reasonable use of the Demised Premises, and all rentals shall be paid to that date.

B. In the event of a taking of a part of the Demised Premises, Lessee may, at its election, terminate this Lease Agreement by notice in writing to Lessor within days after the receipt by Lessee of written notice of the proposed taking. Any such notice by Lessee to Lessor shall be effective on a date that shall be specified by Lessee in the notice, but shall be no later than days after the date of the giving of notice. If, within such -day period, Lessee does not exercise its right to terminate this Lease Agreement because of a taking of part of the Demised Premises, then this Lease Agreement shall continue in full force and effect and the rental shall be equitably reduced based on the proportion by which the floor area of the Demised Premises is reduced, such rent reduction to be effective as of the date that possession of such part is delivered to the condemning authority.

C. Lessor reserves all rights to damages to the Demised Premises for any taking by eminent domain, and Lessee assigns to Lessor any right Lessee may have to such damages or award. Lessee shall make no claim against Lessor for damages for termination of the Leasehold interest or for interference with Lessee's business. Lessee shall have the right, however, to claim and to recover from the condemning authority compensation for any loss to which Lessee may incur for Lessee's moving expenses and for the interruption of or damage to Lessee's business, provided, however, that such damages may be claimed only if they are awarded separately in the eminent domain proceeding and not as part of the damages recoverable by Lessor.

25. Lessor’s Consent

Whenever Lessor's consent is required under the terms of this Lease Agreement, such consent shall not be withheld unreasonably.

26. Assignment and Subletting

A. Lessee shall not assign this Lease Agreement nor sublet the whole or any part of the Demised Premises without first obtaining Lessor's written consent, except in the event of an assignment or subletting to a subsidiary of Lessee.

B. No assignment or subletting shall relieve Lessee of its liability under this Lease Agreement.

C. Consent to any assignment or subletting by Lessor shall not operate as a waiver of the necessity for a consent to any subsequent assignment or subletting, and the terms of such consent shall be binding upon any person holding by, under, or through Lessee.

D. In addition to other criteria Lessor may deem relevant in determining the acceptability of a proposed assignee, the assignee must meet the minimal requirements of being compatible with other tenants in the Building and having a good credit standing.

E. If Lessee desires to assign, sublet, or part with possession of all or any part of the Demised Premises, or to transfer this Lease Agreement in any other manner, in whole or in part, or to transfer any estate or interest under this Lease Agreement, then and so often as such event shall occur, Lessee shall give prior written notice to Lessor of such desire, specifying in the notice the proposed assignee, transferee, or sub-Lessee. Lessor shall, within days after receiving such notice, notify Lessee in writing that:

1. Lessor consents;

2. Lessor does not consent to the assignment, subletting, or parting with or sharing possession as the case may be; or

3. Lessor elects to cancel this Lease Agreement in preference to the giving of consent.

F. If Lessor elects to cancel this Lease Agreement as stated above, Lessee shall notify Lessor in writing, within days after Lessee receives the above notice from Lessor, of Lessee's intention either to refrain from such assigning, subletting, or parting with or sharing possession or to accept the cancellation of this Lease Agreement. Should Lessee fail to deliver such notice within the -day period, this Lease Agreement will thus be terminated upon the expiration of the -day period.

27. Removal of Property

A. If Lessee shall fail to remove any of its property of any nature from the Demised Premises or the Building at the termination of this Lease Agreement, or when Lessor has the right of reentry, then Lessor may, at its option, remove and store such property without liability for loss of or damage to such property, such storage to be for the account and at the expense of Lessee.

B. If Lessee shall not pay the cost of storing any such property after it has been stored for a period of days or more, Lessor may, at its option, sell, or permit to be sold, any or all of the property at public or private sale, in such manner and at such times and places as Lessor in its sole discretion may deem proper, without notice to Lessee and shall apply the proceeds of the sale as follows: first, to the cost and expense of the sale, including reasonable attorney's fees actually incurred; second, to the payment of the costs or charges for storing any such property; third, to the payment of any other sums of money that may then be or subsequently become due Lessor from Lessee under any of the terms of this Lease Agreement; and fourth, the balance, if any, to Lessee.

28. Lessor’s Access

A. Lessor and its agents shall have the right to enter the Premises at reasonable times for the purpose of inspecting them, showing them to prospective purchasers or lenders, and making such repairs as Lessor may deem necessary or desirable.

B. Lessor may at any time place on or about the Premises any ordinary "For Sale" signs, and may, during the last days of the term, place on or about the Premises any ordinary "For Sale or Lease" signs, without rebate of rent or liability to Lessee.

29. Taxes

A. Lessor shall pay all real property taxes assessed against the Premises, subject to Lessee's obligation to reimburse Lessor for Lessee's pro rata share of such taxes pursuant to Section 4 of this Lease Agreement.

B. Lessee shall pay all personal property taxes and any taxes on activities conducted on the Premises by any federal, state, or local taxing authority, including but not limited to business, occupation, sales, and use taxes.

30. Utilities

If Lessor reasonably determines at any time that Lessee's use of heat, light, water, sewer, or other public utilities that are not metered or charged separately for the Demised Premises is substantially in excess of the average use of other tenants, then Lessor shall have the right to either require Lessee, at its expense, to install a separate meter, or allocate to Lessee, based upon any reasonable estimation or formulae determined by Lessor, more than Lessee's pro rata share under Section 4 of this Lease Agreement.

31. Acceptance of Premises

A. Lessee accepts the Demised Premises "as is" and in their present condition and subject to all applicable zoning, municipal, county, and state laws, ordinances, and regulations governing and regulating the use of the Premises, and accepts this Lease Agreement subject to such laws, ordinances, and regulations.

B. Lessee acknowledges that neither Lessor nor Lessor's agents have made any representation or warranty as to the suitability of the Premises for the conduct of Lessee's business.

32. Relationship of Parties

A. Lessee warrants that no principal of Lessor is either an officer or director of any entity that directly or indirectly controls, or is controlled by, or is under common control with Lessee.

B. Lessee further warrants that no officer or director of Lessor, or any party owning or controlling, directly or indirectly, % or more of the stock of Lessor, controls, directly or indirectly, Lessee.

C. For purposes of this section, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of Lessee or Lessor, whether through ownership of voting securities, by contract, or otherwise.

D. Lessee will, if requested to do so by Lessor, submit evidence satisfactory to Lessor of compliance with the provisions of this section.

33. Option to Renew

A. Lessor grants Lessee an option to extend the terms of this Lease Agreement for a period of years.

B. The option to renew under this Section is conditioned on Lessee's being then in full and faithful compliance with all of its obligations contained in this Lease Agreement.

C. To exercise the option, Lessee shall give written notice of the exercise to Lessor by (date). Lessor shall be under no obligation to notify Lessee of this deadline.

D. Lessor agrees to advise Lessee in writing by (date) of Lessor's then-current market rate for space similar to the Demised Premises, if so requested by Lessee.

E. Lessee agrees that time is of the essence in the exercise of the option. If the option is not exercised in accordance with the deadline provided in this section, it shall terminate.

F. If Lessee properly exercises the option to renew, Lessee shall then be bound to Lease the Premises for the renewal term, during which renewal term each provision of this Lease Agreement shall remain unchanged and in full force and effect, except the base rent as set forth in Section 3.

G. The base rent shall be adjusted as of the first day of the renewal term to the then market rate unless the base rent as of such date is higher than the market rate, in which event the base rent shall remain unchanged. The market rate for the Premises shall be specified by Lessor and shall be the then-current base rate being offered by Lessor for space in the Building, adjusted to reflect the location of the Premises in the Building versus the location of other space recently let by Lessor. Lessor shall notify Lessee in writing of the market rate within days of Lessee's exercising the option to renew.

H. If Lessee disagrees with the market rate specified by Lessor pursuant to this Section, Lessee shall notify Lessor immediately, and Lessor and Lessee shall meet as soon as possible in a good-faith effort to resolve their disagreement.

I. If the parties are still in disagreement days prior to the expiration of the term of this Lease Agreement, Lessor and Lessee shall each immediately choose an appraiser familiar with the rental rates for similar type of space and each appraiser shall determine the market rate for the Premises. If the two appraisers agree on the rental rate, the rate shall be the market rate and shall be binding on both Lessor and Lessee. If the two appraisers do not agree on the market rate, they shall select a third appraiser who shall then determine which of the two appraisals of market rate is closer to what it believes to be the market rate and that rate shall be binding on Lessor and Lessee.

J. Until the market rate is determined as provided in this section, Lessee shall pay rent based on the market rate specified by Lessor. If the market rate is subsequently determined to be different that the market rate specified by Lessor, Lessor or Lessee, as the case may be, shall reimburse the other for the difference.

K. All appraisal fees incurred pursuant to this Section shall be paid one-half by Lessor and one-half by Lessee.

34. Severability

The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

35. No Waiver

The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

36. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

37. Notices

Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

38. Attorney’s Fees

In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

39. Mandatory Arbitration

Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

40. Entire Agreement

This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

41. Modification of Agreement

Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

42. Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

43. Compliance with Laws

In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties.

44. In this Agreement, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine.

WITNESS our signatures as of the day and date first above stated.

Attach Exhibits