NCG140534_Name-Owner Change Supporting Info_20240410

CONSENT TO ASSIGNMENT AND ASSUMPTION OF LEASE
This CONSENT TO ASSIGNMENT AND ASSUMPTION OF LEASE (this "Consent")
is made effective as of this 11 day of March , 2024, by and among GPP 1201 BISCAYNE
LLC, a Delaware limited liability company ("Landlord"), PRECAST SUPPLY COMPANY,
INC., a North Carolina corporation ("Assignor"), and CONCRETE PIPE & PRECAST, LLC
("Assignee").
RECITALS
WHEREAS, Landlord, as landlord, and Assignor, as tenant, are parties to that certain
Lease Agreement dated March 26, 2021, with respect to the property commonly known as 1201
Biscayne Drive, Concord, North Carolina 28027 (the "Lease"); a copy of the Lease is attached
hereto as Exhibit A;
WHEREAS, Assignor and Assignee are contemplating a transaction pursuant to which
Assignee would purchase certain assets of Assignor(the"Transaction");
WHEREAS, upon the closing on the Transaction, Assignor desires to assign all of
Assignor's right, title, interest, duties, liabilities, and obligations under the Lease to Assignee,
and Assignee desires to accept such assignment and assume the duties, liabilities, and obligations
of Assignor as tenant under the Lease; and
WHEREAS, Landlord is willing to consent to assignment and assumption of the Lease,
subject to and in accordance with this Consent.
NOW, THEREFORE, in consideration of the foregoing, which are incorporated by
reference herein, and the mutual promises herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by each party
hereto, the parties agree as follows:
A. Definitions. Unless otherwise defined, all terms contained in this Consent shall
have the meaning given to them in the Lease.
B. Consent. Subject to the terms, covenants, and conditions contained in this
Consent, Landlord consents to the assignment by Assignor of all of Assignor's right, title,
interest, duties, liabilities, and obligations under the Lease to Assignee, and Assignee's
acceptance of such assignment and assumption of the duties, liabilities, and obligations of
Assignor under the Lease, subject to the following terms and conditions, to each of which the
Landlord, Assignor, and Assignee agree as set forth herein; provided, however, that if the
Transaction is not consummated, this Consent shall terminate and be of no force and effect:
1. Nothing herein contained shall be construed to modify, waive, impair, or
affect any of the covenants, agreements, terms, provisions, or conditions contained in the Lease
(except as may be expressly provided herein), any breach thereof, any rights of Landlord, or
enlarge or increase Landlord's obligations or decrease Landlord's rights under the Lease, and all
31408397.1

covenants, agreements, terms, provisions, and conditions of the Lease are hereby declared to be
in full force and effect.
2. Unless and except as otherwise specifically provided in the Lease or this
Consent, the provisions of Article XIV of the Lease shall apply to any further subletting or
assignment of all or any part of the Premises and Lease. In such event, Landlord shall retain all
rights under the Lease.
C. Miscellaneous.
1. Governing Law; Venue; Consent to Jurisdiction. This Consent and the
rights and obligations of the parties, shall be governed by, and construed and interpreted in
accordance with, the laws of the State of North Carolina, excluding any conflict of laws
provisions thereunder.
2. Binding Effect. This Consent shall be binding upon the successors and
permitted assigns of the parties hereto.
3. Entire Agreement. This Consent contains the entire agreement of the
parties with respect to the subject matter of this Consent and there are no other promises or
conditions in any other agreement, whether oral or written. This Consent supersedes any prior
written or oral agreements between the parties with respect to the subject matter of this Consent.
4. Amendments. This Consent may be modified or amended, but only if the
amendment is made in writing and is signed by all parties.
5. Counterparts. This Consent may be executed in counterparts, each of
which shall be deemed an original, but all of which taken together shall constitute one and the
same instrument.
6. Combined Draftsmanship. This Consent is the result of the combined
draftsmanship and review of all parties and their respective agents and counsel; accordingly, there
shall be no presumption or interpretation of this Consent based on its having been drafted by any
specific party.
[Signature Page Follows]
2
31408397.1

IN WITNESS WHEREOF, the parties have caused this Consent to be executed the day
and year first above written.
GPP 1201 BIS AYNE LLC
By:
Name: it-iY.-1 A t`Ics4-0"
Title: jam;zt ' Siyn4/ j
PRECAST SUPPLY COMPANY,
INC.
By:
Name:
Title:
CONCRETE PIPE & PRECAST,
LLC
By:
Name: Matthew Wayman
Title: CEO
[Signature Page to Consent to Assignment and Assumption of Lease]
31408397.1

IN WITNESS WHEREOF, the parties have caused this Consent to be executed the day
and year first above written.
GPP 1201 BIS AYNE LLC
By:
Name: `ki-}t.,•.
Title: g,r;7.ed y iJ7
PRECAST SUPPLY COMPANY,
INC.
Name: � \J3O ON 4-1
Title: L�c
CONCRETE PIPE&PRECAST,
LLC
By:
Name:
Title:
[Signature Page to Consent to Assignment and Assumption of Lease]
31408397.1

EXHIBIT A
Lease
31408397.1

3562749.v9
LEASE AGREEMENT
THIS LEASE AGREEMENT (this "Lease") is made as of March 26 , 2021 (the
"Commencement Date"),by and between GPP 1201 BISCAYNE LLC,a Delaware limited liability company
("Landlord"),and PRECAST SUPPLY COMPANY, INC., a North Carolina corporation ("Tenant").
ARTICLE I
DEFINED TERMS
Section 1.01. Defined Terms. As used in this Lease, terms defined in the introductory paragraph
of this Lease have their assigned meanings, and the following terms have the meanings set forth below.
(a) "Access Easement" has the meaning set forth in Section 9.05.
(b) "Additional Rent" has the meaning set forth in Section 4.03.
(c) "Adjustment Date" means April 1, 2022 and annually on every April 1st thereafter
during the Lease Term (including any Extension Term).
(d) "Affiliate" means any Person which directly or indirectly controls, is under common
control with or is controlled by any other Person. For purposes of this definition, "controls," "under common
control with,"and "controlled by"means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of such Person, whether through the ownership of voting
securities or otherwise.
(e) "Anti-Money Laundering Laws" means all applicable Laws, regulations and
government guidance on the prevention and detection of money laundering, including, without limitation,
(a) 18 U.S.C. §§ 1956 and 1957; and (b) the Bank Secrecy Act, 31 U.S.C. §§ 5311 et seq., and its
implementing regulations, 31 CFR Part 103.
(f) "Annual Base Rent" means the Initial Annual Base Rent, as the same is adjusted
by the Annual Base Rent Adjustment.
(g) "Annual Base Rent Adjustment" means two percent (2%).
(h) "Business Day" means a day on which banks located in Charlotte, NC are not
required or authorized to remain closed.
(i) "Casualty" means any loss of or damage to any property included within or related
to the Property or arising from an adjoining property caused by an Act of God, fire, flood or other
catastrophe.
(j) "Change of Control" has the meaning set forth in Section 14.04.
(k) "Code" means the Internal Revenue Code of 1986, as the same may be amended
from time to time.
(I) "Condemnation" means a Taking and/or a Requisition.

(m) "Consumer Price Index" means the Consumer Price Index,All Urban Consumers
(U.S. City Average; yearly average; 1982-84 = 100) being publicly announced or reported for the month
and year in question and as compiled by the United States Department of Labor Bureau of Labor Statistics.
If said Consumer Price Index should in the future be compiled on a different basis, appropriate adjustments
shall be made for purposes of said computations. If the United States Department of Labor Bureau of Labor
Statistics no longer compiles and publishes the Consumer Price Index, any comparable index published by
any other branch or department of the federal government, or the statistics reflecting cost of living changes,
as compiled by any institution, organization or individual, generally recognized as an authority by financial
and insurance institutions, shall be used as a basis for such adjustments.
(n) "Costs" means all reasonable costs and expenses incurred by a Person, including,
without limitation, reasonable attorneys'fees and expenses, court costs, expert witness fees, costs of tests
and analyses,travel and accommodation expenses,deposition and trial transcripts,copies and other similar
costs and fees, brokerage fees, escrow fees, title insurance premiums, appraisal fees, stamp taxes,
recording fees and transfer taxes or fees, as the circumstances require.
(o) "CPI Adjustment" means that fraction of which the numerator shall be the
Consumer Price Index as announced and in effect for the month of January of the then current calendar
year, and the denominator of which shall be the Consumer Price Index (as defined below) for month of
January, 2021 for purposes of calculating the adjustment to Annual Base Rent for first Extension Term.
(p) "Default Rate" means 12% per annum or the highest rate permitted by Law,
whichever is less.
(q) "Environmental Laws" means federal,state and local Laws,ordinances,common
law requirements and regulations and standards, rules, policies and other governmental requirements,
administrative rulings and court judgments and decrees having the effect of Law in effect now or in the
future and including all amendments, that relate to Hazardous Materials, Regulated Substances, USTs,
and/or the protection of human health or the environment, or relating to liability for or Costs of Remediation
or prevention of Releases, and apply to Tenant and/or the Property.
(r) "Environmental Liens" means any liens and other encumbrances imposed
pursuant to any Environmental Laws.
(s) "Erosion Control Plan" means that certain Proposed Erosion and Sediment
Control Plan for project number: CABAR-2019-094, dated March [ ej, 2021, prepared by Alley, Williams,
Carmen & King, Inc, as submitted to the State of North Carolina for approval.
(t) "Event of Default" has the meaning set forth in Section 12.01.
(u) "Extension Option" has the meaning set forth in Section 3.02.
(v) "Extension Term" has the meaning set forth in Section 3.02.
(w) "Fair Market Rental Value" has the meaning set forth in Section 4.02(b).
(x) "Force Majeure Event" has the meaning set forth in Section 16.01.
(y) "GAAP" means generally accepted accounting principles, consistently applied
from period to period.
(z) "Governmental Authority" means any governmental authority, agency,
department, commission, bureau, board, instrumentality, court or quasi-governmental authority of the
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United States,any state or any political subdivision thereof with authority to adopt, modify,amend, interpret,
give effect to or enforce any federal, state and local Laws, statutes, ordinances, rules or regulations,
including common law, or to issue court orders.
(aa) "Guarantor" means Eastern Vault Holdings, LLC, a Delaware limited liability
company.
(bb) "Guaranty" means that certain Unconditional Guaranty of Payment and
Performance dated as of the date hereof given by Guarantor for the benefit of Landlord, as the same may
be amended from time to time.
(cc) "Hazardous Materials" means (i) oil, petroleum products, flammable substances,
explosives, radioactive materials, hazardous wastes or substances,toxic wastes or substances or any other
materials, contaminants or pollutants, the presence of which causes any of the Property to be in violation
of any local, state or federal Law or regulation or Environmental Law), or are defined as or included in the
definition of "hazardous substances," "hazardous wastes," "hazardous materials," "toxic substances,"
"contaminants," "pollutants," or words of similar import under any applicable local, state or federal Law or
under the regulations adopted, orders issued, or publications promulgated pursuant thereto, including, but
not limited to: (A) the Comprehensive Environmental Response, Compensation and Liability Act of 1980,
as amended, 42 U.S.C. § 9601, et seq.; (B) the Hazardous Materials Transportation Act, as amended,
49 U.S.C. § 5101, et seq.; (C)the Resource Conservation and Recovery Act, as amended, 42 U.S.C.
§6901, et seq.; and (D) regulations adopted and publications promulgated pursuant to the aforesaid Laws;
(ii) asbestos in any form which is friable, urea formaldehyde foam insulation, transformers or other
equipment which contain dielectric fluid containing levels of polychlorinated biphenyls in excess of fifty (50)
parts per million; (iii) underground storage tanks; and (iv) any other chemical, material or substance,
exposure to which is prohibited, limited or regulated by any Governmental Authority.
(dd) "Indemnified Parties" means Landlord, its members, managers, officers,
directors, shareholders, partners, employees, affiliates, subsidiaries, successors and assigns, including,
but not limited to, any successors by merger, consolidation or acquisition of all or a substantial portion of
the assets and business of Landlord.
(ee) "Initial Annual Base Rent" means $490,000.
(ff) "Initial Term" has the meaning set forth in Section 3.01.
(gg) "Insolvency Event" means (i) any proceeding being instituted by or against any
Person (A) seeking to adjudicate it bankrupt or insolvent; (B) seeking liquidation, dissolution, winding up,
reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any Law
relating to bankruptcy, insolvency, or reorganization or relief of debtors;or(C) seeking the entry of an order
for relief or the appointment of a receiver, trustee, or other similar official for it or for any substantial part of
its property, and in the case of any such proceeding instituted by or against any Person, such proceeding
shall remain undismissed or is not withdrawn for a period of sixty (60) days or any of the actions sought in
such proceeding shall occur; or (ii) any Person taking any corporate action to authorize any of the actions
set forth above in this definition.
(hh) 'Landlord Entity"or"Landlord Entities" means individually or collectively, as the
context may require, Landlord and all Affiliates of Landlord.
(ii) "Law(s)" means any constitution, statute, rule of law, code, ordinance, order,
judgment,decree, injunction, rule, regulation,policy, requirement or administrative or judicial determination,
even if unforeseen or extraordinary,of every duly constituted Governmental Authority,court or agency, now
or hereafter enacted or in effect.
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(jj) "Lease Term" has the meaning described in Section 3.01.
(kk) "Legal Requirements" means the requirements of all present and future Laws
(including, without limitation, Environmental Laws and Laws relating to accessibility to, usability by, and
discrimination against, disabled individuals), all judicial and administrative interpretations thereof, including
any judicial order, consent, decree or judgment, and all covenants, restrictions and conditions now or
hereafter of record which may be applicable to Tenant or to the Property, or to the use, manner of use,
occupancy, possession, operation, maintenance, alteration, repair or restoration of the Property, even if
compliance therewith necessitates structural changes or improvements or results in interference with the
use or enjoyment of the Property.
(II) "Lender" means any lender in connection with any loan secured by Landlord's
interest in the Property, and any servicer of any loan secured by Landlord's interest in the Property.
(mm) "Losses" means any and all claims, suits, liabilities (including, without limitation,
strict liabilities), actions, proceedings, obligations, debts, damages, losses, Costs, fines, penalties, interest,
charges, fees, judgments, awards, amounts paid in settlement and damages of whatever kind or nature,
inclusive of bodily injury and property damage to third parties (including, without limitation, attorneys' fees
and other Costs of defense).
(nn) "Material Adverse Effect" means a material adverse effect on (i) the operation of
the Property as a Permitted Facility; (ii) the value of the Property; or (iii) Tenant's ability to perform its
obligations under this Lease; or (iv) Guarantor's ability to perform its obligations under the Guaranty.
(oo) "Monthly Base Rent" means an amount equal to 1/12 of the applicable Annual
Base Rent as shown on the attached Exhibit B.
(pp) "Mortgages" means,collectively,the mortgages, deeds of trust or deeds to secure
debt, assignments of rents and leases, security agreements and fixture filings executed by Landlord for the
benefit of Lender with respect to the Property, as such instruments may be amended, modified, restated or
supplemented from time to time and any and all replacements or substitutions.
(qq) "NCDEQ" means the North Carolina Department of Environmental Quality.
(rr) "Net Award" means (i) the entire award payable with respect to the Property by
reason of a Condemnation whether pursuant to a judgment or by agreement or otherwise; or (ii) the entire
proceeds of any insurance required under Section 6.03 payable with respect to the Property, as the case
may be, and in either case, less any reasonable Costs incurred by Landlord in collecting such award or
proceeds.
(ss) "Notice of Violations" means that certain Notice of Violation of the Sedimentation
Pollution Control Act and General Permit — NCG 010000 to Discharge Stormwater Under the National
Pollutant Discharge Elimination System for Construction Activities, dated February 25, 2021, from NCDEQ
to MLH Holdings, LLC, a North Carolina limited liability company, with respect to the Property.
(tt) "OFAC Laws"means Executive Order 13224 issued by the President of the United
States, and all regulations promulgated thereunder, including, without limitation, the Terrorism Sanctions
Regulations (31 CFR Part 595),the Terrorism List Governments Sanctions Regulations(31 CFR Part 596),
the Foreign Terrorist Organizations Sanctions Regulations (31 CFR Part 597), and the Cuban Assets
Control Regulations (31 CFR Part 515), and all other present and future federal, state and local Laws,
ordinances, regulations, policies, lists (including, without limitation, the Specially Designated Nationals and
Blocked Persons List) and any other requirements of any Governmental Authority (including without
limitation, the U.S. Department of the Treasury Office of Foreign Assets Control) addressing, relating to, or
attempting to eliminate, terrorist acts and acts of war, each as supplemented, amended or modified from
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time to time after the Commencement Date, and the present and future rules, regulations and guidance
documents promulgated under any of the foregoing,or under similar Laws,ordinances, regulations, policies
or requirements of other states or localities.
(uu) "Partial Condemnation" has the meaning set forth in Section 11.03.
(vv) "Permitted Amounts" shall mean, with respect to any given level of Hazardous
Materials or Regulated Substances,that level or quantity of Hazardous Materials or Regulated Substances
in any form or combination of forms that does not constitute a violation of any Environmental Laws and is
customarily employed in, or associated with, similar businesses.
(ww) "Permitted Facility" means a facility for industrial, manufacturing, and
warehousing uses, including, a precast and prestressed concrete manufacturing facility, all related
purposes such as ingress, egress and parking, and uses incidental thereto.
(xx) "Person" means any individual, partnership, corporation, limited liability company,
trust, unincorporated organization, Governmental Authority or any other form of entity.
(yy) "Personalty" means any and all "goods" (excluding "inventory," and including,
without limitation, all "equipment," "fixtures," appliances and furniture (as "goods," "inventory," "equipment"
and "fixtures" are defined in the applicable Uniform Commercial Code then in effect in the applicable
jurisdiction)) from time to time situated on or used in connection with the Property, whether now owned or
held or hereafter arising or acquired,together with all replacements and substitutions therefore and all cash
and non-cash proceeds (including insurance proceeds and any title and UCC insurance proceeds) and
products thereof,and, in the case of tangible collateral,together with all additions,attachments,accessions,
parts, equipment and repairs now or hereafter attached or affixed thereto or used in connection therewith.
(zz) "Property" means the parcels of real estate containing approximately 27.5 acres
legally described on Exhibit A attached hereto upon which is constructed a building containing
approximately 45,000 square feet, and all buildings, fixtures and other improvements, including, without
limitation, all driveways, parking lots, walkways, landscaping now or hereafter located on such real estate
(whether or not affixed to such real estate), but not any personal property located at or on the Property.
(aaa) 'Real Estate Taxes"has the meaning set forth in Section 6.01(a).
(bbb) "Regulated Substances" means "petroleum" and "petroleum-based substances"
or any similar terms described or defined in any of the Environmental Laws and any applicable federal,
state, county or local Laws applicable to or regulating USTs.
(ccc) "Release" means any presence, release, deposit, discharge, emission, leaking,
spilling, seeping, migrating, injecting, pumping, pouring, emptying, escaping, dumping, disposing or other
movement of Hazardous Materials or Regulated Substances into the environment.
(ddd) "Remediation" means any response, remedial, removal, or corrective action, any
activity to cleanup, detoxify, decontaminate, contain or otherwise remediate any Hazardous Materials,
Regulated Substances or USTs, any actions to prevent, cure or mitigate any Release, any action to comply
with any Environmental Laws or with any permits issued pursuant thereto, any inspection, investigation,
study, monitoring, assessment, audit, sampling and testing, laboratory or other analysis, or any evaluation
relating to any Hazardous Materials, Regulated Substances or USTs.
(eee) "Rent" means, collectively, the Annual Base Rent and the Additional Rent.
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(fff) "Rent Adjustment" means an amount equal two percent (2%) of the Annual Base
Rent in effect immediately prior to any applicable Adjustment Date.
(ggg) "Requisition" means any temporary requisition or confiscation of the use or
occupancy of the Property by any Governmental Authority, civil or military, whether pursuant to an
agreement with such Governmental Authority in settlement of or under threat of any such requisition or
confiscation, or otherwise.
(hhh) "Reserve"has the meaning in Section 6.04.
(iii) "Stormwater Construction Permit" means General Permit No. NCG 010000 to
Discharge Stormwater Under the National Pollutant Discharge Elimination System for Construction
Activities.
(jjj) "Stormwater Inspection Report" means that certain Sedimentation/Construction
Stormwater Inspection Report, dated March 19, 2021, issued by NCDEQ with respect to the Property.
(kkk) "Successor Landlord" has the meaning set forth in Section 13.03.
(III) "Taking" means (i) any taking or damaging of all or a portion of the Property(A) in
or by condemnation or other eminent domain proceedings pursuant to any Law, general or special; or(B) by
reason of any agreement with any condemnor in settlement of or under threat of any such condemnation
or other eminent domain proceeding; or(ii) any de facto condemnation. The Taking shall be considered to
have taken place as of the later of the date actual physical possession is taken by the condemnor, or the
date on which the right to compensation and damages accrues under the Law applicable to the Property.
(mmm) "Temporary Taking" has the meaning set forth in Section 11.04.
(nnn) 'Tenant Entity" or "Tenant Entities" means individually or collectively, as the
context may require, Tenant and all Affiliates thereof.
(000) "Threatened Release" means a substantial likelihood of a Release that requires
action to prevent or mitigate damage to the soil, surface waters, groundwaters, land, stream sediments,
surface or subsurface strata, ambient air or any other environmental medium comprising or surrounding
any Property.
(ppp) "Total Condemnation" has the meaning set forth in Section 11.02.
(qqq) "U.S. Publicly Traded Entity" means an entity whose securities are listed on a
national securities exchange or quoted on an automated quotation system in the United States or a wholly-
owned subsidiary of such an entity.
(rrr) "USTs" means any one or combination of underground storage tanks and
associated product piping systems used in connection with storage, dispensing and general use of
Regulated Substances.
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ARTICLE II
LEASE OF PROPERTY
Section 2.01. Lease. In consideration of Tenant's payment of the Rent and Tenant's performance
of all other obligations hereunder in accordance with the terms of this Lease, and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, Landlord hereby leases to
Tenant, and Tenant hereby takes and hires, the Property, together with all rights, privileges, and
appurtenances associated therewith, "AS IS" and "WHERE IS" without representation or warranty by
Landlord, except as expressly set forth herein, and subject to the existing state of title, the parties in
possession, any statement of facts which an accurate survey or physical inspection might reveal, and all
Legal Requirements now or hereafter in effect.
Section 2.02 Quiet Enjoyment. So long as Tenant does not have an Event of Default that is
continuing, Tenant shall have, subject to the terms and conditions set forth herein, the right to the peaceful
and quiet enjoyment and occupancy of the Property. Notwithstanding the foregoing, Tenant agrees that
Landlord and its agents may inspect the Property at any reasonable time with reasonable advance notice
to Tenant of at least 24 hours. Notwithstanding the foregoing, in the event of an emergency, Landlord shall
have the right to enter the Property without Tenant's permission if Tenant is not immediately available.
Tenant further agrees that during two hundred seventy (270) days preceding the termination of the Initial
Lease Term or any Extension Term, Landlord or its agents shall have the right to show the Property to
potential tenants, with reasonable advance notice to Tenant of at least 24 hours, and to place various
notices on the Property offering the Property to such potential tenants. Landlord shall use commercially
reasonable efforts to minimize disruption of Tenant's use and enjoyment of the Property in connection with
the exercise by Landlord of its rights under this section.
ARTICLE III
LEASE TERM; EXTENSION
Section 3.01. Initial Term. The initial term of this Lease ("Initial Term") shall commence as of the
Commencement Date and shall expire at midnight on the last day of the 240'h full calendar month thereafter,
unless terminated sooner as provided in this Lease, and as may be extended as provided herein. The time
period during which this Lease shall actually be in effect, including any Extension Term, is referred to as
the "Lease Term."
Section 3.02. Extensions. Unless this Lease has expired or has been sooner terminated, or an
Event of Default has occurred and is continuing at the time any Extension Option is exercised, Tenant shall
have the right and option (each, an "Extension Option" and collectively, the "Extension Options") to
extend the Initial Term for three (3) additional successive periods of five (5) years each (each, an
"Extension Term"), pursuant to the terms and conditions of this Lease then in effect.Annual Base Rent for
the Extension Terms will be determined pursuant to Section 4.02 herein.
Section 3.03. Notice of Exercise. Tenant may only exercise the Extension Options by giving
written notice thereof to Landlord of its election to do so no later than two hundred seventy (270) days prior
to the expiration of the then-current Lease Term. If written notice of the exercise of any Extension Option
is not received by Landlord by the applicable dates described above,then this Lease shall terminate on the
last day of the Initial Term or, if applicable, the last day of the Extension Term then in effect. Upon the
request of Landlord or Tenant, the parties hereto will execute and exchange an instrument in recordable
form setting forth the extension of the Lease Term in accordance with this Section 3.03. Any expenses of
recording the instrument shall be at the expense of the party requesting the recording.
Section 3.04. Removal of Personalty. Upon the expiration or earlier termination of the Lease Term,
Tenant may remove from the Property all personal property belonging to Tenant. Tenant shall repair any
damage caused by such removal and shall leave interior portions of the Property broom clean and in
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substantially the same condition and repair as on the Commencement Date, subject to normal wear and
tear, casualty and condemnation.
ARTICLE IV
RENT
Section 4.01. Monthly Base Rent. During the Lease Term, on or before the first day of each
calendar month,Tenant shall pay in advance the Monthly Base Rent then in effect. If the Commencement
Date is a date other than the first day of the month, Tenant shall pay to Landlord on the Commencement
Date the Monthly Base Rent prorated by multiplying the Monthly Base Rent by a fraction, the numerator of
which is the number of days remaining in the month (including the Commencement Date) for which Rent is
being paid, and the denominator of which is the total number of days in such month. If the expiration or
earlier termination of the Lease Term is a date other than the last day of a calendar month, all Rent of
Tenant shall be prorated with Tenant responsible only for such number of days during such month that
were part of the Lease Term. Tenant agrees to make the payment of Monthly Base Rent, Additional Rent
and all other charges due hereunder to Landlord by wire transfer or ACH payment pursuant to instructions
previously provided to Tenant.
Section 4.02. Adjustments.
(a) During the Lease Term (including any Extension Term) on the first Adjustment
Date and on each Adjustment Date thereafter except for the first day of the first Extension Term,the Annual
Base Rent shall increase by an amount equal to the Annual Base Rent Adjustment.
(b) If Tenant shall exercise the first Extension Option or any Extension Option
thereafter,the Annual Base Rent for the first year of the first Extension Term and each additional Extension
Term will be set at the greater of (i) one hundred and two percent (102%) of the Annual Base Rent of the
last year of the Initial Term or the then expiring Extension Term as applicable, or(ii)the amount calculated
by multiplying the then current Annual Base Rent by the CPI Adjustment. Under no circumstances will the
Annual Base Rent for the first Extension Term or any subsequent Extension Term be reduced below that
of last year of the Initial Term or the then expiring Extension Term as applicable.
Section 4.03. Additional Rent. In addition to payment of the Monthly Base Rent as set forth above,
Tenant hereby covenants and agrees to pay when due all other sums of money, charges or other amounts
required to be paid by Tenant to Landlord, or to another Person under this Lease, including but not limited
to a property management fee not to exceed 0.5% of the Annual Base Rent for each full calendar year
during the Lease Term (collectively referred to herein as the "Additional Rent"). Tenant shall pay and
discharge any Additional Rent when the same shall become due, provided that amounts which are billed
to Landlord or any third party, but not to Tenant, shall be paid within thirty (30) days after receipt from
Landlord of an invoice and supporting documentation therefor. In no event shall Tenant be required to pay
to Landlord any item of Additional Rent that Tenant is obligated to pay and has paid to any third party
pursuant to any provision of this Lease.
Section 4.04. Rents to be Net to Landlord. The Annual Base Rent payable hereunder shall be net
to Landlord, so that this Lease shall yield to Landlord the Rents specified during the Lease Term, and all
Costs and obligations of every kind and nature whatsoever relating to the Property shall be performed and
paid by Tenant, except as specifically set forth herein. Tenant shall perform all of its obligations under this
Lease at its sole cost and expense. All Rent which Tenant is required to pay hereunder shall be the
unconditional obligation of Tenant and shall be payable in full when due and payable, without notice or
demand, and without any setoff, abatement, deferment, deduction or counterclaim whatsoever, except as
specifically set forth herein.
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Section 4.05. Late Charges; Default Interest. Any delinquent payment, if unpaid for a period of
five (5) calendar days after the date such payment is due, shall bear interest at the Default Rate, such
interest to be computed from and including the date such payment was due through and including the date
of the payment; provided, however, in no event shall Tenant be obligated to pay interest higher than the
maximum legal rate then in effect.
Section 4.06. Holdover. If Tenant remains in possession of the Property after the expiration of the
term hereof, Tenant, at Landlord's option and within Landlord's sole discretion, may be deemed a tenant
on a month-to-month basis or a tenant at sufferance and shall continue to pay Rent in the amounts herein
provided, except that the Monthly Base Rent shall be automatically increased to one hundred fifty percent
(150%)of the last Monthly Base Rent payable under this Lease, and Tenant shall comply with all the terms
of this Lease; provided that nothing herein nor the acceptance of Rent by Landlord shall be deemed a
consent to such holding over. The month-to-month tenancy created at Landlord's option and within
Landlord's sole discretion shall be terminable by Landlord or Tenant at any time, with or without cause, by
giving at least thirty (30) calendar days' written notice of such termination to Tenant or Landlord, as
applicable. Notwithstanding the foregoing provisions of this Section, in the event that Tenant shall hold
over after the expiration of the Lease Term and a month-to-month tenancy is not created, nothing set forth
and contained in this Section shall in any way, manner, or character limit or negate Landlord's rights and
remedies under, in accordance with, and pursuant to this Lease, at law, and/or in equity, including, without
limitation, the right to demand immediate possession of the Property from Tenant and pursue an action for
the ejectment of Tenant from the Property. Notwithstanding the foregoing or anything to the contrary
contained in this Lease, Tenant shall not be considered to be holding over during any reasonable period
that Tenant remains in possession of the Property in connection with the removal of its personal property
as set forth in this Lease, the performance of any remediation obligation, or during any period that Landlord
has permitted Tenant to remain in the Property, including without limitation, in connection with the
negotiation of a new lease or an extension of this Lease.
Section 4.07. Guaranty. On or before the execution of this Lease, Lessee shall cause Guarantor
to execute and deliver to Lessor the Guaranty.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF TENANT AND LANDLORD
Section 5.01. Representations and Warranties of Tenant. The representations and warranties of
Tenant contained in this Section 5.01 are being made to induce Landlord to enter into this Lease, and
Landlord has relied upon such representations and warranties. Tenant represents and warrants to Landlord
as follows:
(a) Organization, Authority and Status of Tenant. Tenant has been duly organized or
formed, is validly existing and in good standing under the laws of the State of North Carolina. All necessary
and appropriate corporate action has been taken to authorize the execution, delivery and performance by
Tenant of this Lease and of the other documents, instruments and agreements provided for herein. The
Person who has executed this Lease on behalf of Tenant is duly authorized to do so.
(b) Enforceability. This Lease constitutes the legal, valid and binding obligation of
Tenant, enforceable against Tenant in accordance with its terms.
(c) Compliance with OFAC Laws. None of the Tenant, and no individual or entity
owning directly or indirectly any interest in the Tenant, is an individual or entity whose property or interests
are subject to being blocked under any of the OFAC Laws or is otherwise in violation of any of the OFAC
Laws; provided, however, that the representation contained in this sentence shall not apply to any Person
to the extent such Person's interest is in or through a U.S. Publicly Traded Entity.
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(d) Solvency. There is no contemplated, pending or threatened Insolvency Event or
similar proceedings, whether voluntary or involuntary, affecting Tenant or any Tenant Entity.
Section 5.02. Representations and Warranties of Landlord. The representations and warranties of
Landlord contained in this Section 5.02 are being made to induce Tenant to enter into this Lease, and
Tenant has relied upon such representations and warranties. Landlord represents and warrants to Tenant
as follows:
(a) Organization,Authority and Status of Landlord. Landlord has been duly organized
or formed, is validly existing and in good standing under the laws of the State of Delaware and is qualified
as a foreign corporation to do business in the State of North Carolina. All necessary and appropriate
corporate action has been taken to authorize the execution, delivery and performance by Landlord of this
Lease and of the other documents, instruments and agreements provided for herein. The Person who has
executed this Lease on behalf of Landlord is duly authorized to do so.
(b) Enforceability. This Lease constitutes the legal, valid and binding obligation of
Landlord, enforceable against Landlord in accordance with its terms.
(c) Compliance with OFAC Laws. None of the Landlord, and no individual or entity
owning directly or indirectly any interest in any of the Landlord, is an individual or entity whose property or
interests are subject to being blocked under any of the OFAC Laws or is otherwise in violation of any of the
OFAC Laws; provided, however, that the representation contained in this sentence shall not apply to any
Person to the extent such Person's interest is in or through a U.S. Publicly Traded Entity.
ARTICLE VI
TAXES AND ASSESSMENTS; UTILITIES; INSURANCE
Section 6.01. Taxes.
(a) Payment. Subject to the provisions of Section 6.01(b) below, Tenant shall pay,
prior to delinquency, or reimburse Landlord to the extent paid by Landlord, all taxes and assessments of
every type or nature assessed against or imposed upon the Property, Tenant or Landlord during the Lease
Term related to or arising out of this Lease and the activities of the parties hereunder, including without
limitation, (i) all taxes or assessments upon the Property or any part thereof and upon any personal
property,trade fixtures and improvements located on the Property belonging to Tenant,or any tax or charge
levied in lieu of such taxes and assessments; (ii) all taxes,charges, license fees and or similar fees imposed
by reason of the use of the Property by Tenant; (iii) all excise,transaction, privilege, license, sales, use and
other taxes upon the Rent hereunder (collectively, "Real Estate Taxes"). Notwithstanding anything in
clauses (i) through (iii) to the contrary or elsewhere in this Lease, Tenant shall not be obligated to pay or
reimburse Landlord for any taxes based on the net income or margins of Landlord or for any inheritance,
estate, franchise, capital stock, capital levy, privilege or similar taxes of Landlord or documentary or realty
transfer tax. Taxes payable in the calendar years in which the Lease Term shall commence or expire or
terminate shall be prorated by taking into account the portion of such calendar year within the Lease Term.
Should any Governmental Authority acting under any Laws assess or impose a tax, excise and/or
assessment (other than an income or franchise tax) upon or against the rentals payable by Tenant to
Landlord, either by way of substitution for, or in addition to, any existing tax on land and buildings or
otherwise, or any other substitute tax,Tenant shall be responsible for and shall pay such tax, excise and/or
assessment, or shall reimburse Landlord for the amount thereof, as the case may be, as Additional Rent,
within ten (10)business days after the date Tenant receives a statement from Landlord that any fine, penalty
or interest would be added thereto for nonpayment.
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(b) Reimbursement. With regard to the taxes due under this Section 6.01, if Landlord
notifies Tenant that it elects to pay amounts directly to the applicable taxing jurisdiction prior to the due
date, it shall thereafter notify Tenant of its share of the taxes during the year following the calendar year to
which the tax relates, at which time the obligation will be due and payable to Landlord within thirty(30) days
following receipt of an invoice from Landlord, together with supporting documentation therefor.
(c) Right to Contest. Within thirty (30) days after each payment of Real Estate Taxes
is required by this Section 6.01 to be paid, upon receipt of written request of Landlord, Tenant shall provide
Landlord with evidence reasonably satisfactory to Landlord that such Real Estate Taxes have been timely
paid by Tenant. In the event Landlord receives a tax bill for Real Estate Taxes, Landlord shall promptly
provide a copy of such tax bill to Tenant and shall use commercially reasonable efforts to forward said bill
to Tenant within five (5) days of Landlord's receipt thereof (and at least thirty (30) days prior the date such
Real Estate Taxes become due). Tenant may, at its own expense, contest or cause to be contested (in the
case of any item involving more than $10,000, after prior written notice to Landlord, which shall be given
within fifteen (15)days of Tenant's determination to contest any matter as permitted herein), by appropriate
legal proceedings conducted in good faith and with due diligence, any above-described item or lien with
respect thereto, provided that (i) neither the Property nor any interest therein would be in any danger of
being sold, forfeited or lost by reason of such proceedings; (ii) no Event of Default has occurred and is
continuing; (iii) if and to the extent required by the applicable taxing authority, Tenant posts a bond or takes
other steps acceptable to such taxing authority that removes such lien or stays enforcement thereof;
(iv) Tenant shall promptly provide Landlord with copies of all notices received or delivered by Tenant and
filings made by Tenant in connection with such proceeding; and (v) upon termination of such proceedings,
it shall be the obligation of Tenant to pay the amount of any such tax and assessment or part thereof as
finally determined in such proceedings, the payment of which may have been deferred during the
prosecution of such proceedings, together with any costs, fees (including attorneys' fees and
disbursements), interest, penalties or other liabilities in connection therewith. Tenant shall be entitled to
any refund or reduction in such Real Estate Taxes. Landlord shall at the request of Tenant, execute or join
in the execution of any instruments or documents necessary in connection with such contest or
proceedings, but Landlord shall incur no cost or obligation thereby. In addition, Landlord shall be permitted
to contest or cause to be contested by appropriate legal proceedings conducted in good faith and with due
diligence,the amount of any Real Estate Taxes.To the extent that such contest actually reduces the amount
of any Real Estate Taxes, the reasonable and actual costs of such contest shall be billed to Tenant and
Tenant shall pay such amount to Landlord with the next installment of Monthly Base Rent. To the extent
such contest does not actually reduce the amount of any Real Estate Taxes, the reasonable and actual
costs of such contest not to exceed 0.1% of the Annual Base Rent in any calendar year will be billed to
Tenant and Tenant shall pay such amount to Landlord with the next installment of Monthly Base Rent, and
all other cots of such contest shall be the sole responsibility of Landlord.
Section 6.02. Utilities. Tenant shall contract, in its own name, for and pay when due all charges
for the connection and use of water, gas, internet, electricity,telephone, garbage collection, sewer use and
other utility services supplied, whether above or below ground, to the Property during the Lease Term.
Under no circumstances shall Landlord be responsible for any interruption of any utility service.
Section 6.03. Insurance.
(a) Coverage. Throughout the Lease Term, Tenant shall maintain,with respect to the
Property, at its sole expense, the following types and amounts of insurance:
(I) Insurance against loss or damage to real property and personal property
under an"all risk"or"special form"insurance policy or their equivalent,which shall include coverage against
all risks of direct physical loss, including but not limited to loss by fire, lightning, wind, terrorism, and other
risks normally included in the standard ISO special form (and shall also include National Flood and Excess
Flood insurance for any Property located in Flood Zone A or Flood Zone V, as designated by FEMA, or
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otherwise located in a flood zone area identified by FEMA as a 100-year flood zone or special hazard area,
and earthquake insurance if the Property is located within a moderate to high earthquake hazard zone as
determined by an approved insurance company set forth in Section 6.03(b)(ix) below). Such insurance
shall be in amounts not less than 100%of the full insurable replacement cost values (without deduction for
depreciation),with an agreed amount endorsement or without any coinsurance provision,and with sublimits
satisfactory to Landlord, as determined from time to time at Landlord's request but not more frequently than
once in any 12-month period. Notwithstanding the foregoing, Landlord shall have the right (but not the
obligation) to obtain the above referenced insurance, in the amounts otherwise required by this Lease, in
its own name (naming Tenant as an additional insured), and Tenant shall reimburse for the premiums of
such insurance promptly upon receipt of an invoice therefor from Landlord.
(ii) Commercial general liability insurance, including products and completed
operation liability, covering Landlord and Tenant against bodily injury liability, property damage liability and
personal and advertising injury including without limitation any liability arising out of the ownership,
maintenance, repair, condition or operation of the Property or adjoining ways, streets, parking lots or
sidewalks. Such insurance policy or policies shall contain a broad form contractual liability endorsement
under which the insurer agrees to insure Tenant's obligations under Article X hereof to the extent insurable,
and a "severability of interest" clause or endorsement which precludes the insurer from denying the claim
of Tenant or Landlord because of the negligence or other acts of the other, shall be in amounts of not less
than $10,000,000 per occurrence for bodily injury and property damage, and $10,000,000 general
aggregate,or such higher limits as Landlord may reasonably require from time to time, and shall be of form
and substance satisfactory to Landlord. Such limits of insurance can be acquired through Commercial
General liability and Umbrella liability policies.
(iii) Workers' compensation and Employers Liability insurance with statutorily
mandated limits covering all persons employed by Tenant on the Property in connection with any work done
on or about any of the Property for which claims for death or bodily injury could be asserted against
Landlord, Tenant or the Property.
(iv) Business interruption insurance including rental value insurance payable
to Landlord at all locations for a period of not less than twelve (12) months. Such insurance is to follow the
form of the real property "all risk" or "special form" coverage and is not to contain a co-insurance clause.
Such insurance is to have a minimum of 180 days of extended period of indemnity.
(v) Automobile liability insurance, including owned, non-owned and hired car
liability insurance for combined limits of liability of$5,000,000 per occurrence. The limits of liability can be
provided in a combination of an automobile liability policy and an umbrella liability policy.
(vi) Comprehensive Boiler and Machinery or Equipment Breakdown Insurance
against loss or damage from explosion of any steam or pressure boilers or similar apparatus, if any, and
other building equipment including HVAC units located in or about the Property and in an amount equal to
the lesser of 25%of the 100% replacement cost of the Property or$5,000,000.
(b) Insurance Provisions. All insurance policies shall:
(i) be primary and provide that any"other insurance" clause in the insurance
policy shall exclude any policies of insurance maintained by Landlord and the insurance policy shall not be
brought into contribution with insurance maintained by Landlord;
(ii) contain deductibles not to exceed $25,000;
(iii) contain a standard non-contributory mortgagee clause or endorsement in
favor of any Lender designated by Landlord;
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(iv) provide that the policy of insurance shall not be terminated, cancelled or
amended without at least thirty(30) days' prior written notice to Landlord and to any Lender covered by any
standard mortgagee clause or endorsement;
(v) provide that the insurer shall not have the option to restore the Property if
Landlord elects to terminate this Lease in accordance with the terms hereof;
(vi) be in amounts sufficient at all times to satisfy any coinsurance
requirements thereof;
(vii) except for workers' compensation insurance referred to in
Section 6.03(a)(iii)above, name Landlord and any Lender requested by Landlord,as an "additional insured"
with respect to liability insurance, real property and rental value insurance;
(viii) be evidenced by delivery to Landlord and any Lender designated by
Landlord of an Acord Form 28, or its equivalent, for property, business interruption and boiler& machinery
coverage and an Acord Form 25, or its equivalent, for commercial general liability, workers' compensation
and umbrella coverage; provided that in the event that either such form is no longer available,such evidence
of insurance shall be in a form reasonably satisfactory to Landlord and any Lender designated by Landlord;
and
(ix) be issued by insurance companies licensed to do business in the state
where the Property is located and which are rated no less than A-VIII by Best's Insurance Guide or are
otherwise reasonably approved by Landlord.
(c) Additional Obligations. It is expressly understood and agreed that(i)the minimum
limits of insurance coverage set forth in this Section 6.03 shall not limit the liability of Tenant for its acts or
omissions as provided in this Lease; (ii) Tenant shall provide to Landlord and any servicer or Lender of
Landlord certificates of insurance evidencing that insurance satisfying the requirements of this Lease is in
effect at all times; (iii) Tenant shall pay as they become due all premiums for the insurance required by this
Section 6.03; and (iv) in the event that Tenant fails to comply with any of the requirements set forth in this
Section 6.03, within ten (10) days of the giving of written notice by Landlord to Tenant, (A) Landlord shall
be entitled to procure such insurance; and (B) any reasonable sums expended by Landlord in procuring
such insurance shall be Additional Rent and shall be repaid by Tenant, together with interest thereon at the
Default Rate, from the time of payment by Landlord until fully paid by Tenant immediately upon written
demand therefor by Landlord, together with supporting documentation therefor.
(d) Blanket Policies. Notwithstanding anything to the contrary in this Section 6.03,any
insurance which Tenant is required to obtain pursuant to this Section 6.03 may be carried under a"blanket"
policy or policies covering other properties or liabilities of Tenant provided that such "blanket" policy or
policies otherwise comply with the provisions of this Section 6.03.
(e) Landlord's Waiver of Subrogation. Tenant hereby waives all rights of recovery
against Landlord, its partners, officers, employees, agents and representatives on account of Losses
occasioned to Tenant or its property or the property of others under its control to the extent that such Losses
are insured against under any insurance policies which may be in force, or are required to be in force under
this Lease, at the time of such loss or damage. Landlord hereby waives all rights of recovery against
Tenant, its partners, officers, employees,agents and representatives on account of any Losses occasioned
to Landlord or its property or the property of others under its control to the extent that such Losses are
insured against under any insurance policies which may be in force, or are required to be in force under
this Lease, at the time of such loss or damage. The foregoing waivers shall not extend to the amount of
any reasonable deductibles on any insurance coverage carried by Landlord or Tenant, as applicable.
Tenant and Landlord shall, upon obtaining policies of insurance in accordance with this Lease, give notice
to the insurance carrier that the foregoing mutual waiver of subrogation is contained in this Lease and shall
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cause each insurance policy to provide that the insurance company waives all right of recovery by way of
subrogation against either Landlord or Tenant in connection with any damage covered by such policy.
Section 6.04. Tax Impound. Upon the occurrence and during the continuance of a monetary Event
of Default and with respect to each monetary Event of Default thereafter, in addition to any other remedies,
Landlord may require Tenant to pay to Landlord on the first day of each month the amount that Landlord
reasonably estimates will be necessary in order to accumulate with Landlord sufficient funds in an impound
account (which shall not be deemed a trust fund) (the "Reserve") for Landlord to pay any and all Real
Estate Taxes for the Property for the ensuing twelve (12) months, or, if due sooner, through the due date.
Landlord shall, upon prior written request of Tenant, provide Tenant with evidence reasonably satisfactory
to Tenant that payment of the Real Estate Taxes was made in a timely fashion. In the event that the
Reserve does not contain sufficient funds to timely pay any Real Estate Taxes when due, upon Landlord's
written notification thereof, Tenant shall, within five (5) Business Days of such notice, together with
supporting documentation therefor, provide funds to Landlord in the amount of such deficiency. Landlord
shall pay or cause to be paid directly to the applicable taxing authorities any Real Estate Taxes then due
and payable for which there are funds in the Reserve; provided, however, that in no event shall Landlord
be obligated to pay any Real Estate Taxes in excess of the funds held in the Reserve, and Tenant shall
remain liable for any and all Real Estate Taxes, including fines, penalties, interest or additional costs
imposed by any taxing authority (unless incurred as a result of Landlord's failure to timely pay Real Estate
Taxes for which it had funds in the Reserve). Tenant and Landlord shall cooperate fully in assuring that
the Real Estate Taxes are timely paid. Landlord may deposit all Reserve funds in accounts insured by any
federal or state agency and may commingle such funds with other funds and accounts of Landlord. Interest
or other gains from such funds, if any, shall be the sole property of Landlord. Upon the occurrence and
during a continuance of a monetary Event of Default, in addition to any other remedies, Landlord may, after
the payment of such taxes, apply all impounded funds in the Reserve against any sums due from Tenant
to Landlord. Landlord shall give to Tenant an annual accounting showing all credits and debits to and from
such impounded funds received from Tenant.
ARTICLE VII
MAINTENANCE; ALTERATIONS
Section 7.01. Condition of Property; Maintenance. Tenant hereby accepts the Property "AS IS"
and "WHERE IS" with no representation or warranty of Landlord as to the condition thereof. Tenant shall,
at its sole cost and expense,be responsible for(a) keeping all of the buildings,structures and improvements
erected on the Property in good order and repair, free from actual or constructive waste; (b) the repair or
reconstruction of any building, structures or improvements erected on the Property damaged or destroyed
by a Casualty,subject to the terms of this Lease; (c) subject to Section 7.02, making all necessary structural,
non-structural, exterior and interior repairs and replacements to any buildings, structures or improvements
erected on the Property; and (d) paying all operating costs of the Property in the ordinary course of
business. Tenant waives any right to require Landlord to maintain, repair or rebuild all or any part of the
Property or make repairs at the expense of Landlord pursuant to any Legal Requirements at any time in
effect, except as set forth in this Lease. By execution below, Tenant acknowledges that Landlord is not
required to complete any work on the Property to induce Tenant to execute this Lease. However, not later
than December 31, 2021, Tenant agrees to complete certain work as outlined on the attached Exhibit C at
its sole cost and expense (the "Tenant Work"). Such Tenant Work shall be completed in accordance with
the standards and procedures as outlined in Section 7.02 below, provided that Tenant may undertake such
portions of the Tenant Work for which it is qualified without hiring a third party contractor, including any
concrete and pavement repairs.
Section 7.02. Alterations and Improvements. During the Lease Term, Tenant shall not alter the
exterior, structural, plumbing or electrical elements of the Property in any manner without the consent of
Landlord, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however,
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Tenant may undertake nonstructural interior alterations to the Property, individually, costing less than
$50,000 without Landlord's prior written consent. In the event Landlord's consent is required to any
alteration or improvement,Tenant agrees to pay Landlord its reasonable review fee with the next installment
of Monthly Base Rent. If Landlord's consent is required hereunder and Landlord consents to the making
of any such alterations, the same shall be made by Tenant at Tenant's sole expense by a licensed
contractor and according to plans and specifications approved by Landlord, which approval shall not be
unreasonably withheld, conditioned, or delayed. Any work at any time commenced by Tenant on the
Property shall be prosecuted diligently to completion, shall be of good workmanship and materials and shall
comply fully with all the terms of this Lease and all Legal Requirements. Upon completion of any alterations,
Tenant shall, upon receipt of written request from Landlord, promptly provide Landlord with evidence of full
payment to all contractors and subcontractors contributing in excess of$50,000 to the alterations, together
with final, unconditional lien waivers for the general contractor and all subcontractors contributing in excess
of $30,000.00 to the alterations. Additionally, upon completion of any alterations, Tenant shall promptly
provide Landlord with (a) an architect's certificate certifying the alterations to have been completed in
conformity with the plans and specifications (if the alterations are of such a nature as would require the
issuance of such a certificate from the architect and Landlord requests the same); (b) a certificate of
occupancy or its equivalent (if the alterations are of such a nature as would require the issuance of a
certificate of occupancy and Landlord requests the same); and (c) any other documents or information
reasonably requested by Landlord. Tenant shall keep the Property free from any liens arising out of any
work performed on, or materials furnished to, the Property. Unless otherwise agreed to by the parties, any
addition to or alteration of the Property shall be deemed a part of the Property and belong to Landlord, and
Tenant, at Landlord's cost and expense, shall execute and deliver to Landlord such reasonable instruments
as Landlord may require to evidence the ownership by Landlord of such addition or alteration.
Section 7.03. Encumbrances. During the Lease Term, Landlord shall have the right to grant
easements on, over, under and above the Property without the prior consent of Tenant, provided that such
easements will not materially or adversely interfere with Tenant's use or enjoyment of the Property or
increase the liabilities or obligations of Tenant hereunder. Tenant shall comply with and perform all
obligations of Landlord under all easements, declarations, covenants, restrictions and other items of record
now or hereafter encumbering the Property. Without Landlord's prior written consent, which shall not be
unreasonably withheld, conditioned, or delayed Tenant shall not grant any easements on, over, under or
above the Property.
ARTICLE VIII
USE OF THE PROPERTY; COMPLIANCE
Section 8.01. Use. During the Lease Term, the Property shall be used solely for the operation of
a Permitted Facility. Except during periods when the Property is untenantable due to Casualty or
Condemnation (and provided that Tenant continues to strictly comply with the other terms and conditions
of this Lease), Tenant shall at all times during the Lease Term occupy the Property and shall diligently
operate its business on the Property. Tenant shall have access to the Property twenty-four (24) hours a
day, seven (7) days a week, and three hundred sixty-five (365)/three hundred sixty-six (366) days a year.
Section 8.02. Compliance.
(a) Tenant's use and occupation of the Property, and the condition thereof, shall, at
Tenant's sole cost and expense, materially comply with all Legal Requirements and all restrictions,
covenants and encumbrances of record, and any owner obligations under such Legal Requirements, or
restrictions,covenants and encumbrances of record, with respect to the Property, in either event,the failure
with which to comply could have a Material Adverse Effect. Tenant agrees that at all times it shall operate
at the Property in compliance with all zoning requirements in all material respects, including but not limited
to any conditional use permit issued by any Governmental Authority. Specifically Tenant's actions, inactions
or operations at the Property shall not cause the revocation of that certain Conditional Use Permit granted
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by the City of Kannapolis dated August 7, 2007. Upon Landlord's request, and to the extent permitted by
applicable laws, upon the expiration or earlier termination of this Lease, Tenant agrees to transfer such
conditional use permit to Landlord or its designee.
(b) Without limiting the generality of Section 8.02(a), Tenant covenants that it shall
obtain, update and/or maintain any certificates of occupancy that are required for its operations at the
Property. Tenant shall protect, defend, indemnify, release and hold harmless each of the Indemnified
Parties from and against any and all Losses arising out of or in any way relating to (a) Tenant's breach of
the foregoing obligations, and (b) the Property, or any portion thereof, not having the certificates of
occupancy that are required for Tenant's operations during the Lease Term. The foregoing indemnity will
survive the termination of this Lease for any reason.
Section 8.03. Environmental.
(a) Covenants.
(i) Tenant covenants to Landlord during the Lease Term, subject to the
limitations of subsection (ii) below, as follows:
(A) All uses and operations on or of the Property, whether by Tenant
or any other Person, shall be in compliance with all Environmental Laws and permits issued pursuant
thereto.
(B) There shall be no Releases in, on, under or from the Property,
except in Permitted Amounts.
(C) There shall be no Hazardous Materials or Regulated Substances
in, on or under the Property, except in Permitted Amounts. Above and below ground storage tanks shall
be properly permitted and only used as permitted.
(D) Tenant shall keep the Property or cause the Property to be kept
free and clear of all Environmental Liens,whether due to any act or omission of Tenant or any other Person.
(E) Tenant shall not act or fail to act or allow any other tenant,
occupant, guest, customer or other user of the Property to act or fail to act in any way that (1) materially
increases a risk to human health or the environment, (2) poses an unreasonable or unacceptable risk of
harm to any Person or the environment (whether on or off of the Property), (3) has a Material Adverse
Effect, (4) is contrary to any material requirement set forth in the insurance policies maintained by Tenant
or Landlord, (5) constitutes a public or private nuisance or constitutes waste, (6) violates any covenant,
condition, agreement or easement applicable to the Property, or (7) would result in any reopening or
reconsideration of any prior investigation or causes a new investigation by a Governmental Authority having
jurisdiction over the Property.
(F) Tenant shall, at its sole cost and expense, fully and expeditiously
cooperate in all activities pursuant to this Section 8.03, including but not limited to providing all relevant
information and making knowledgeable persons available for interviews.
(ii) Notwithstanding any provision of this Lease to the contrary, an Event of
Default shall not be deemed to have occurred as a result of the failure of Tenant to satisfy any one or more
of the covenants set forth in subsections (A)through (E)above provided that Tenant shall be in compliance
with the requirements of any Governmental Authority with respect to the Remediation of any Release at the
Property.
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(b) Notification Requirements. Tenant shall immediately notify Landlord in writing
upon Tenant obtaining knowledge of (i) any Releases or Threatened Releases in, on, under or from the
Property other than in Permitted Amounts, or migrating towards the Property; (ii) any non-compliance with
any Environmental Laws related in any way to the Property; (iii) any actual or potential Environmental Lien
or activity use limitation; (iv) any required or proposed Remediation of environmental conditions relating to
the Property required by applicable Governmental Authorities; and (v) any written notice or other written
communication of which Tenant becomes aware from any source whatsoever (including but not limited to
a Governmental Authority) relating in any way to Hazardous Materials, Regulated Substances or above or
below ground storage tanks,or Remediation thereof at or on the Property,other than in Permitted Amounts,
possible liability of any Person relating to the Property pursuant to any Environmental Law, other
environmental conditions in connection with the Property, or any actual or potential administrative or judicial
proceedings in connection with anything referred to in this Section 8.03(b).
(c) Remediation. Tenant shall, at its sole cost and expense, and without limiting any
other provision of this Lease, effectuate any Remediation required by any Governmental Authority of any
condition (including, but not limited to, a Release or Threatened Release) in,on, under or from the Property
and take any other reasonable action deemed necessary by any Governmental Authority for protection of
human health or the environment, excluding any Remediation required as a result of an act or omission of
Landlord, one of the Landlord Entities or the Indemnified Parties, which Remediation shall be performed
by, and at the Cost of, Landlord. Should Tenant fail to undertake any required Remediation in accordance
with the preceding sentence, Landlord, after written notice to Tenant and Tenant's failure to immediately
undertake such Remediation, shall be permitted to complete such Remediation, and all Costs incurred in
connection therewith shall be paid by Tenant. Any Cost so paid by Landlord, together with interest at the
Default Rate, shall be deemed to be Additional Rent hereunder and shall be immediately due from Tenant
to Landlord following receipt of an invoice and supporting documentation therefor.
(d) Indemnification. Tenant shall, at its sole cost and expense, protect, defend,
indemnify, release and hold harmless each of the Indemnified Parties from and against any and all Losses,
including, but not limited to, all Costs of Remediation (whether or not performed voluntarily), arising out of
or in any way relating to any Environmental Laws, Hazardous Materials, Regulated Substances, above or
below ground storage tanks, or other environmental matters concerning the Property to the extent (i)
existing on or prior to the Commencement Date, (ii)which result from the use, storage, handling,treatment,
transportation, release, threat of release or disposal of Hazardous Materials, Regulated Substances in or
on the Property by Tenant or its employees, agents, representatives, contractors, or licensees during the
Lease Term, or (iii) which result from Tenant's breach of any of the provisions of this Section. Landlord
shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless Tenant and its
employees, agents, representatives, successors and assigns, from and against any and all Losses,
including, but not limited to, all Costs of Remediation (whether or not performed voluntarily), arising out of
or in any way relating to any Environmental Laws, Hazardous Materials, Regulated Substances, or other
environmental matters concerning the Property to the extent arising from an act or omission of Landlord or
an Indemnified Party, or the employees, agents, representatives, contractors, licensees, or invitees of any
of them. It is expressly understood and agreed that indemnification obligations under this Section shall
survive the expiration or earlier termination of this Lease for any reason.
(e) Right of Entry. Once a year or anytime thereafter that Landlord has a reasonable
basis to believe that a Release or a violation of any Environmental Law has occurred, Landlord and any
other Person designated by Landlord, including but not limited to any receiver, any representative of a
Governmental Authority, and any environmental consultant, shall have the right, but not the obligation, to
enter upon the Property at all reasonable times, upon reasonable prior notice to Tenant,to assess any and
all aspects of the environmental condition of the Property and its use, including but not limited to conducting
any environmental assessment or audit (the scope of which shall be determined in Landlord's sole and
absolute discretion) and taking samples of soil, groundwater or other water, air, or building materials, and
conducting other invasive testing. Such entry and testing shall be at Landlord's sole cost and expense and
shall be coordinated with Tenant, and Tenant shall cooperate with and provide access to Landlord and any
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other Person designated by Landlord; provided, that if such testing shall reveal any Release or violation
that requires remediation, Tenant shall reimburse Landlord for the reasonable costs of such testing.
Landlord's and its authorized representatives' access shall be in a manner so as to minimize any
interference with Tenant's business activities at, and use and enjoyment of, the Property and to minimize
any access to confidential and proprietary business information of Tenant, if any, by complying with
Tenant's security protocols, if any, provided to Landlord.
Section 8.04. Stormwater Erosion Control.Tenant acknowledges receipt of the Notice of Violations
and the Stormwater Inspection Report. Without limiting Tenant's obligations pursuant to any other
provisions in this Lease, Tenant shall, at its sole cost and expense, complete all construction, remediation
and other work required to address the conditions, issues and/or violations identified in the Notice of
Violations, or as otherwise necessary to comply with the Erosion Control Plan. All such work shall be
completed no later than nine (9) months from the date hereof; shall be conducted and completed in
accordance with the standards set forth in this Lease and shall be conducted in accordance with the
Stormwater Construction Permit and any other requirements that may be issued by NCDEQ (the
"Stormwater Work"), and Tenant shall be responsible for obtaining final approvals from NCDEQ; provided,
that if the Stormwater Work shall take longer than nine (9) months to complete, Tenant shall not be in
default of its obligations hereunder so long as Tenant is diligently pursuing completion of the Stormwater
Work. Tenant shall provide regular updates to Landlord on the status of such work. Tenant shall protect,
defend, indemnify, release and hold harmless each of the Indemnified Parties from and against any and all
Losses arising out of or in any way relating to (a) the violations or conditions identified in the Notice of
Violations and the Stormwater Inspection Report, and (b) any actions taken by or on behalf of Tenant to
address the conditions, issues or violations identified in the Notice of Violations, or as otherwise necessary
to comply with the Erosion Control Plan. The provisions of this Section 8.04 will survive the termination of
this Lease for any reason. Tenant's failure to complete the Stormwater Work within nine (9) months from
the date hereof shall be a default under this Lease; provided, that if the Stormwater Work is not completed
within such nine (9) month period, Tenant shall not be in default of under this Lease so long as Tenant is
diligently pursuing completion of the Stormwater Work.
ARTICLE IX
ADDITIONAL COVENANTS
Section 9.01. Inspection. Landlord and its authorized representatives shall have the right, at all
reasonable times and upon giving reasonable prior notice (except in the event of an emergency, in which
case no prior notice shall be required), to enter the Property or any part thereof and inspect the same.
Tenant hereby waives any claim for damages for any injury or inconvenience to or interference with
Tenant's business,any loss of occupancy or quiet enjoyment of the Property and any other loss occasioned
by such entry, but, subject to Section 10.01, excluding damages arising as a result of the gross negligence
or willful misconduct of Landlord. Landlord's and its authorized representatives'access shall be in a manner
so as to minimize any interference with Tenant's business activities at, and use and enjoyment of, the
Property and to minimize any access to confidential and proprietary business information of Tenant, if any,
by complying with Tenant's security protocols, if any, provided to Landlord.
Section 9.02. Financial Statements. Within ninety (90) days after the end of each fiscal year of
Tenant,Tenant shall deliver to Landlord Tenant's financial statements, including a balance sheet, profit and
loss statement, and statement of cash flows for the prior fiscal year. All such financial statements shall be
prepared in accordance with GAAP, and shall be certified to be accurate and complete by an officer or
director of Tenant. In addition, Tenant shall within thirty days after written request from Landlord, but not
more than once per calendar year, make available to Landlord and any prospective purchaser or lender of
Landlord, financial statements, including a balance sheet, profit and loss statement, and statement of cash
flows for the two most recently completed fiscal years of Tenant (certified as being true and correct by or on
behalf of Tenant)if Tenant's financial statements are not available as a matter of public record.Tenant agrees
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that any such financial statements may be relied upon by anyone purchasing the Property or making any loan
secured by such Property. The financial statements delivered to Landlord need not be audited.
Section 9.03. OFAC Laws. Upon receipt of notice or upon actual knowledge thereof, Tenant shall
immediately notify Landlord in writing if any Person owning (directly or indirectly)any interest in the Tenant,
or any director, officer, shareholder, member, manager or partner of any of such holders is a Person whose
property or interests are subject to being blocked under any of the OFAC Laws, or is otherwise in violation
of any of the OFAC Laws, or is under investigation by any Governmental Authority for, or has been charged
with, or convicted of, drug trafficking, terrorist-related activities or any violation of the Anti-Money
Laundering Laws, has been assessed civil penalties under these or related Laws, or has had funds seized
or forfeited in an action under these or related Laws; provided, however, that the covenant in this Section
9.03 shall not apply to any Person to the extent such Person's interest is in or through a U.S. Publicly
Traded Entity.
Section 9.04. Estoppel Certificate. At any time, and from time to time, Tenant or Landlord shall,
promptly and in no event later than ten (10) Business Days after a request from the other party or any
Lender or mortgagee of either party, execute, acknowledge and deliver to the requesting party or such
Lender or mortgagee, as the case may be, a certificate stating: (a) that Tenant has accepted the Property;
(b) that this Lease is in full force and effect and has not been modified (or if modified, setting forth all
modifications), or, if this Lease is not in full force and effect, the certificate shall so specify the reasons
therefor; (c) the commencement and expiration dates of the Lease Term; (d)the date to which the Rents
have been paid under this Lease and the amount thereof then payable; (e) whether there are then any
existing defaults by Landlord or Tenant in the performance of its obligations under this Lease, and, if there
are any such defaults, specifying the nature and extent thereof; (f) that no notice has been received by
Landlord or Tenant, as applicable, of any default under this Lease which has not been cured, except as to
defaults specified in the certificate; (g) that neither Landlord nor any Lender or mortgagee has actual
involvement in the management or control of decision making related to the operational aspects or the day-
to-day operation of the Property, including any handling or disposal of Hazardous Materials or Regulated
Substances; and (i) any other information reasonably requested by Landlord, Tenant, or any Lender or
mortgagee, as the case may be.
Section 9.05. Access Easement. If, at any time during the Lease Term, the beneficiary of the
access easement granted pursuant to the Site Lease Agreement recorded in Book 1624, page 251, as
amended by the First Amendment to Site Lease Agreement recorded in Book 5817, page 167(the"Access
Easement"), asserts rights to the original location of such Access Easement, Tenant shall use its best
efforts to confirm the actual location of such Access Easement and if necessary cooperate with the
beneficiary of the Access Easement to relocate the Access Easement to a location reasonably acceptable
to Landlord.
ARTICLE X
RELEASE AND INDEMNIFICATION
Section 10.01. Release and Indemnification. Tenant agrees to use and occupy the Property at its
own risk and hereby releases Landlord and Landlord's agents and employees from all claims for any
damage or injury to the full extent permitted by law, except to the extent set forth herein. Tenant agrees
that Landlord shall not be responsible or liable to Tenant or Tenant's employees, agents, customers,
licensees or invitees for bodily injury, personal injury or property damage occasioned by the acts or
omissions of any other tenant or any other person, except to the extent set forth herein. Tenant agrees that
any employee or agent to whom the Property or any part thereof shall be entrusted by or on behalf of
Tenant shall be acting as Tenant's agent with respect to the Property or any part thereof, and neither
Landlord nor Landlord's agents, employees or contractors shall be liable for any loss of or damage to the
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Property or any part thereof. Tenant shall indemnify, protect, defend and hold harmless each of the
Indemnified Parties from and against any and all Losses (excluding Losses suffered by an Indemnified
Party arising out of the gross negligence or willful misconduct of any Indemnified Party occurring on or after
the Commencement Date) caused by, incurred or resulting from Tenant's operations or by Tenant's use
and occupancy of the Property, whether relating to alteration, maintenance, use by Tenant or any Person
thereon, supervision or otherwise, or from any breach of, default under, or failure to perform, any term or
provision of this Lease by Tenant, its officers, employees, agents or other Persons. It is expressly
understood and agreed that Tenant's obligations under this Section shall survive the expiration or earlier
termination of this Lease for any reason whatsoever.
Section 10.02. Landlord Indemnification. During the Lease Term, Landlord shall indemnify,
protect, defend and hold harmless each of the Tenant and its employees, agents, representatives,
successor and assigns from and against any and all Losses(excluding Losses arising out of the negligence
or willful misconduct of Tenant and its employees, agents, or representatives occurring on or after the
Commencement Date) caused by, incurred or resulting from the gross negligence or willful misconduct of
Landlord or an Indemnified Party, or the employees, agents, representatives, contractors, licensees, or
invitees of any of them. It is expressly understood and agreed that Landlord's obligations under this Section
shall survive the expiration or earlier termination of this Lease for any reason whatsoever.
ARTICLE XI
CONDEMNATION AND CASUALTY
Section 11.01. Notification. Landlord and Tenant shall promptly give the other party written notice
of (a) its receipt of notice of any Condemnation of the Property, (b) its receipt of notice of the
commencement of any proceedings or negotiations which might result in a Condemnation of the Property,
and (c) any Casualty to the Property or any part thereof. Such notice shall provide a general description of
the nature and extent of such Condemnation, proceedings, negotiations or Casualty, and shall include
copies of any documents or notices received in connection therewith.Thereafter, Landlord and Tenant shall
promptly send to the other party copies of all notices, correspondence and pleadings relating to any such
Condemnation, proceedings, negotiations or Casualty.
Section 11.02. Total Condemnation. In the event of a Condemnation of all or substantially all of
any of the Property, and if as a result of such Condemnation: (i) access to the Property to and from the
publicly dedicated roads adjacent to the Property as of the Commencement Date is permanently and
materially impaired such that Tenant no longer has access to such dedicated road as needed for its
operation of the Property and alternative access is not provided; (ii) there is insufficient parking to operate
the Property as a Permitted Facility as needed for its operation of the Property; or (iii) the Condemnation
includes a portion of a building such that the remaining portion is unsuitable for use as a Permitted Facility,
as determined by Tenant in the exercise of good faith business judgment(and Tenant provides to Landlord
an officer's certificate executed by an officer of Tenant certifying to the same) (each such event, a "Total
Condemnation"),then, in such event:
(a) Termination of Lease. On the date of the Total Condemnation or at the time
possession of the Property is surrendered to the Governmental Authority, all obligations of either party
under this Lease shall cease; provided, however, that Tenant's obligation to pay Rent (whether payable to
Landlord or a third party) accruing under this Lease prior to the date of termination shall survive such
termination. If the date of such Total Condemnation is other than the first day of a month,the Monthly Base
Rent for the month in which such Total Condemnation occurs shall be apportioned based on the date of
the Total Condemnation; provided, further, such termination shall be at Tenant's option, and if the Lease is
not terminated as set forth herein, the Rent shall be equitably reduced.
(b) Net Award. Subject to Section 11.07 below, Landlord shall be entitled to receive
the entire Net Award in connection with a Total Condemnation without deduction for any estate vested in
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Tenant by this Lease, and Tenant hereby expressly assigns to Landlord all of its right, title and interest in
and to every such Net Award and agrees that Tenant shall not be entitled to any Net Award or other payment
for the value of Tenant's leasehold interest in this Lease.
Section 11.03. Partial Condemnation or Casualty. In the event of a Condemnation which is not a
Total Condemnation (each such event, a "Partial Condemnation"), or in the event of a Casualty:
(a) Net Awards. All Net Awards shall be paid to Tenant.
(b) Continuance of Lease. This Lease shall continue in full force and effect upon the
following terms:
(i) All Rent due under this Lease shall continue unabated.
(ii) Tenant shall promptly commence and diligently prosecute restoration of
the Property to the same condition, as nearly as practicable, as prior to such Partial Condemnation or
Casualty as reasonably approved by Landlord. Notwithstanding anything to the contrary contained herein,
if a Casualty or Condemnation occurs during the final 24 months of the Lease Term,Tenant shall have the
option to terminate the Lease. If Tenant elects to terminate the Lease hereunder, it shall notify Landlord in
writing of its intention to so terminate, and, in that event, the Lease shall be deemed to be terminated as of
the date that is thirty (30) days after the date of Landlord's receipt of Tenant's notice, and Rent shall be
apportioned as of that date, and Landlord shall be entitled to, and Tenant shall assign to Landlord, all
insurance proceeds plus the amount of any deductible in connection with the Casualty or Condemnation.
Section 11.04. Temporary Taking. In the event of a Condemnation of all or any part of any
Property for a temporary use(a"Temporary Taking"),this Lease shall remain in full force and effect without
any reduction of Annual Base Rent or Additional Rent payable hereunder. Except as provided below,
Tenant shall be entitled to the entire Net Award for a Temporary Taking, unless the period of occupation
and use by the condemning authorities shall extend beyond the date of expiration of this Lease, in which
event the Net Award made for such Temporary Taking shall be apportioned between Landlord and Tenant
as of the date of such expiration. At the termination of any such Temporary Taking, Tenant will, at its own
cost and expense and pursuant to the provisions of Section 7.02, promptly commence and complete
restoration of such Property.
Section 11.05. Adjustment of Losses. Any loss under any property damage insurance required to
be maintained by Tenant shall be paid to Tenant. Any Net Award relating to a Total Condemnation shall
be adjusted by Landlord or, at Landlord's election, Tenant.
Section 11.06. Tenant Obligation in Event of Casualty. During all periods of time following a
Casualty, Tenant shall take reasonable steps to ensure that the Property is secure and does not pose any
risk of harm to any adjoining property and Persons (including owners or occupants of such adjoining
property).
Section 11.07. Tenant Awards and Payments. Notwithstanding any provision contained in this
Lease to the contrary, Tenant shall be entitled to claim and receive any award or payment from the
condemning authority expressly granted for the taking of any personal property owned by Tenant(including,
without limitation, fixtures and equipment), the interruption of its business and moving expenses (subject,
however, to the provisions of Section 6.03(a)(iv) above), and any other compensation allowed under the
laws of the State of North Carolina, but only if such claim or award does not adversely affect or interfere
with the prosecution of Landlord's claim for the Condemnation, or otherwise reduce the amount recoverable
by Landlord for the Condemnation.
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ARTICLE XII
DEFAULT, CONDITIONAL LIMITATIONS,
REMEDIES AND MEASURE OF DAMAGES
Section 12.01. Event of Default. Each of the following shall be an event of default by Tenant under
this Lease (each, an "Event of Default"):
(a) if any representation or warranty of Tenant set forth in this Lease is false in any
material respect when made, or if Tenant renders any materially false statement or account when made;
(b) if Tenant fails to pay any Rent when due under this Lease and such failure
continues for more than five (5) Business Days after written notice from Landlord; provided, however,
Landlord shall only be required to provide such notice and cure period twice in any twelve (12) month
period;
(c) if Tenant fails to pay, prior to delinquency, any taxes, assessments or other
charges the failure of which to pay will result in the imposition of a lien against the Property,and such failure
shall continue for more than 5 days after written notice from Landlord thereof;
(d) if Tenant vacates or abandons the Property without the payment of Rent;
(e) if there is an Insolvency Event affecting Tenant;
(f) if Tenant fails to observe or perform any of the other covenants, conditions or
obligations of Tenant in this Lease, and such failure shall continue after Landlord shall have given Tenant
written notice thereof and a period of thirty (30) days shall have elapsed, during which period Tenant may
correct or cure such failure; provided,that if such failure cannot reasonably be cured within such thirty (30)-
day period, and Tenant is diligently pursuing a cure of such failure, then Tenant shall have a reasonable
period to cure such failure beyond such thirty (30)-day period, which shall in no event exceed ninety (90)
days after receiving written notice of such failure from Landlord;
(g) if a final, nonappealable judgment is rendered by a court against Tenant which has
a Material Adverse Effect, and is not discharged or provision made for such discharge within thirty (30)
days from the date of entry thereof;
(h) if Tenant shall be liquidated or dissolved or shall begin proceedings towards its
liquidation or dissolution; or
(i) if the estate or interest of Tenant in the Property shall be levied upon or attached
in any proceeding and such estate or interest is about to be sold or transferred or such process shall not
be vacated or discharged within ninety (90) days after it is made.
Section 12.02. Remedies. Upon the occurrence of an Event of Default, with or without notice or
demand, except as otherwise expressly provided herein or such other notice as may be required by statute
and cannot be waived by Tenant, Landlord shall be entitled to exercise, at its option, concurrently,
successively, or in any combination, all remedies available at Law or in equity, including, without limitation,
any one or more of the following:
(a) to terminate this Lease, whereupon Tenant's right to possession of the Property
shall cease and this Lease, except as to Tenant's liability that expressly survives, shall be terminated. In
the event this Lease is terminated, Tenant shall immediately surrender the Property to Landlord. Tenant
agrees to pay on demand the amount of all loss and damage which Landlord may suffer by reason of the
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termination of this Lease, including, without limitation, an amount which, at the date of such termination, is
calculated as follows: (i) the value of the excess, if any, of (x) a sum equal to the discounted then present
value of the Annual Base Rent and any amounts treated as Additional Rent hereunder (calculated for this
purpose only in an amount equal to the Additional Rent payable during the calendar year most recently
ended prior to the occurrence of such Event of Default), and other sums provided herein to be paid by
Tenant for the remainder of the stated Lease Term hereof, over (y) the aggregate reasonable rental value
of the Property for the remainder of the stated Lease Term hereof,which excess, if any,shall be discounted
to present value at a rate of six percent(6%) per annum for the remainder of the stated Lease Term hereof;
plus (ii)the costs of recovering possession of the Property and all other expenses incurred by Landlord due
to Tenant's default, including, without limitation, reasonable attorney's fees; plus (iii) the unpaid Annual
Base Rent and Additional Rent earned as of the date of termination plus any interest and late fees due
hereunder, plus amounts expressly owing on the date of termination by Tenant to Landlord under this Lease
or in connection with the Property. The amount as calculated above shall be deemed immediately due and
payable. The payment of the amount calculated in clause(i)shall not constitute payment of Rent in advance
for the remainder of the Lease Term. Instead, such sum shall be paid as agreed liquidated damages and
not as a penalty; Landlord and Tenant agree that it is difficult or impossible to calculate the damages which
Landlord will suffer as a result of Tenant's default, and this provision is intended to provide a reasonable
estimate of such damages. Tenant waives any right to assert that Landlord's actual damages are less than
the amount calculated hereunder; and if Landlord elects to enforce the remedy provided by this section (a),
Landlord waives any right to assert that its damages are greater than the amount calculated hereunder. In
determining the aggregate reasonable rental value pursuant to clause(i)(y)above,the Landlord and Tenant
hereby agree that, at the time Landlord seeks to enforce this remedy, all relevant factors should be
considered, including, but not limited to, (1) the length of time remaining in the Lease Term, (2) the then
current market conditions in the general area in which the Property is located, (3) the likelihood of reletting
the Property for a period of time equal to the remainder of the Lease Term, (4)the net effective rental rates
then being obtained by landlords for similar type space of similar size in similar type buildings in the general
area in which the Property is located, (5) the vacancy levels in the general area in which the Property is
located, (6) current levels of new construction that will be completed during the remainder of the Lease
Term and how this construction will likely affect vacancy rates and rental rates, and (7) inflation.
(b) to the extent not prohibited by applicable Law, to (i) re-enter and take possession
of the Property (or any part thereof), and, to the extent permissible and not specific to Tenant, permits and
other rights or privileges of Tenant pertaining to the use and operation of the Property, and (ii) expel Tenant
and those claiming under or through Tenant, without being deemed guilty in any manner of trespass or
becoming liable for any loss or damage resulting therefrom, without resort to legal or judicial process,
procedure or action. No notice from Landlord hereunder or under a forcible entry and detainer statute or
similar Law shall constitute an election by Landlord to terminate this Lease unless such notice specifically
so states. If Tenant shall, after default, voluntarily give up possession of the Property to Landlord, deliver
to Landlord or its agents the keys to the Property,or both,such actions shall be deemed to be in compliance
with Landlord's rights and the acceptance thereof by Landlord or its agents shall not be deemed to constitute
a termination of the Lease. Landlord reserves the right following any re-entry and/or reletting to exercise
its right to terminate this Lease by giving Tenant written notice thereof, in which event this Lease will
terminate;
(c) to bring an action against Tenant for any damages sustained by Landlord or any
equitable relief available to Landlord and to the extent not prohibited by applicable Law, and to remove all
or any portion of Tenant's personal property located upon the Property and cause the same to be stored in
a public warehouse or elsewhere at Tenant's sole expense, without becoming liable for any loss or damage
resulting therefrom and without resorting to legal or judicial process, procedure or action;
(d) to relet the Property or any part thereof for such term or terms (including a term
which extends beyond the original Lease Term), at such rentals and upon such other terms as Landlord, in
its sole discretion, may determine, with all proceeds received from such reletting being applied to the Rent
due from Tenant in such order as Landlord may, in its sole discretion, determine, which other may include,
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without limitation, all reasonable repossession costs, brokerage commissions, attorneys' fees and
expenses, and alteration, remodeling and necessary repair costs and expenses of preparing for such
reletting. Except to the extent required by applicable Law,or otherwise set forth herein, Landlord shall have
no obligation to relet the Property or any part thereof and shall in no event be liable for refusal or failure to
relet the Property or any part thereof, or, in the event of any such reletting, for refusal or failure to collect
any rent due upon such reletting, and no such refusal or failure shall operate to relieve Tenant of any liability
under this Lease or otherwise to affect any such liability. Landlord reserves the right following any re-entry
and/or reletting to exercise its right to terminate this Lease by giving Tenant written notice thereof, in which
event this Lease will terminate as specified in said notice;
(e) commence proceedings against Tenant for all amounts owed by Tenant to
Landlord whether as Minimum Annual Rent, Additional Rent, damages or otherwise;
(f) to recover from Tenant all reasonable Costs paid or incurred by Landlord as a
result of such breach, regardless of whether or not legal proceedings are actually commenced;
(g) to immediately or at any time thereafter, and with or without notice, at Landlord's
sole option but without any obligation to do so, correct such breach or default and charge Tenant all
reasonable Costs incurred by Landlord therein. Any sum or sums so paid by Landlord,together with interest
at the Default Rate, shall be deemed to be Additional Rent hereunder and shall be due from Tenant to
Landlord within fifteen (15) days following receipt of an invoice and reasonable supporting documentation
therefor. Any such acts by Landlord in correcting Tenant's breaches or defaults hereunder shall not be
deemed to cure said breaches or defaults or constitute any waiver of Landlord's right to exercise any or all
remedies set forth herein;
(h) terminate Tenant's right to possession without terminating this Lease. Upon any
such termination of Tenant's right to possession only without termination of the Lease. Landlord may, at
Landlord's option, enter into the Property, remove Tenant's signs and other evidences of tenancy, and take
and hold possession thereof as provided below, without such entry and possession terminating the Lease
or releasing Tenant, in whole or in part, from any obligation, including Tenant's obligation to pay Rent,
hereunder for the full Lease Term. In such case, Tenant shall pay forthwith to Landlord, if and when
Landlord so elects, a sum equal to the discounted then present value of the Rent less the fair rental value
of the Property, including any amounts treated as Additional Rent hereunder (calculated for this purpose
only in an amount equal to the Additional Rent payable during the calendar year most recently ended prior
to the occurrence of such Event of Default), and other sums provided herein to be paid by Tenant for the
remainder of the stated Term hereof, discounted at a rate of six percent (6%) per annum. The payment of
the foregoing amounts shall not constitute payment of Rent in advance for the remainder of the Lease
Term. Instead, such sum shall be paid as agreed liquidated damages and not as a penalty; Landlord and
Tenant agree that it is difficult or impossible to calculate the damages which Landlord will suffer as a result
of Tenant's default, and this provision is intended to provide a reasonable estimate of such damages.
Tenant waives any right to assert that Landlord's actual damages are less than the amount calculated
hereunder; Landlord waives any right to assert that its damages are greater than the amount calculated
hereunder. Upon making such payment and after Landlord has received in full the balance of the Rent and
other sums it would have received over the remainder of the Lease Term (i.e., the difference between face
amount of Minimum Annual Rent and Additional Rent due hereunder for the remainder of the Lease Term,
less the fair rental value of the Property and the discounted amount paid to Landlord by Tenant), together
with the reimbursement or payment of any sums expended by Landlord on account of the cost of repairs,
alterations, additions, redecorating, and Landlord's expenses of reletting and collection of the rental
accruing therefrom(including,without limitation, any reasonable attorney's fees actually incurred, paralegal
fees, broker's commissions, investigative fees and costs incurred, through all appeals, bankruptcy
proceedings, tribunals and collection efforts);
(i) to seek any equitable relief available to Landlord, including, without limitation, the
right of specific performance; and/or
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(j) pursue any other rights and remedies available under applicable law.
Section 12.03. Cumulative Remedies. All powers and remedies given by Section 12.02 to
Landlord, subject to applicable Law, shall be cumulative and not exclusive of one another or of any other
right or remedy or of any other powers and remedies available to Landlord under this Lease, by judicial
proceedings or otherwise, to enforce the performance or observance of the covenants and agreements of
Tenant contained in this Lease,and no delay or omission of Landlord to exercise any right or power accruing
upon the occurrence of any Event of Default shall impair any other or subsequent Event of Default or impair
any rights or remedies consequent thereto. Every power and remedy given by this Section or by Law to
Landlord may be exercised from time to time, and as often as may be deemed expedient, by Landlord,
subject at all times to Landlord's right in its sole judgment to discontinue any work commenced by Landlord
or change any course of action undertaken by Landlord. Notwithstanding anything to the contrary contained
in this Lease,to the extent permitted by applicable Law, Landlord shall use commercially reasonable efforts
to mitigate its damages in the Event of Default hereunder.
Section 12.04. Tenant Waiver. Tenant hereby expressly waives,for itself and all Persons claiming
by, through and under Tenant, including creditors of all kinds, (a) any right and privilege which Tenant has
under any present or future Legal Requirements to redeem the Property or to have a continuance of this
Lease for the Lease Term after termination of Tenant's right of occupancy by order or judgment of any court
or by any legal process or writ,or under the terms of this Lease;(b)any present or future Legal Requirement
relating to notice or delay in levy of execution in case of eviction of a tenant for nonpayment of rent; and (c)
any benefits and lien rights which may arise pursuant to any present or future Legal Requirement.
Section 12.05. Landlord's Default; Tenant's Remedies. Landlord shall be in default hereunder if it
fails to perform any of the covenants on the part of Landlord to be kept or performed and such failure shall
continue for 30 days after receipt of written notice from Tenant stating the nature and extent of the default
(or if such default is not susceptible to cure within such 30-day period, Landlord shall not be in default if
Landlord promptly commences such cure and diligently and continuously pursues the cure to completion),
or should any warranty or representation made by Landlord be untrue and remain untrue 30 days after
receipt of written notice from Tenant specifying such untruth (or if such default is not susceptible to cure
within such 30-day period, Landlord shall not be in default if Landlord promptly commences such cure and
diligently and continuously pursues the cure to completion). Upon the occurrence of an event of default by
Landlord, with or without notice or demand, except as otherwise expressly provided herein or such other
notice as may be required by statute and cannot be waived by Landlord,Tenant shall be entitled to exercise,
at its option, concurrently, successively, or in any combination, all remedies available at Law or in equity.
ARTICLE XIII
MORTGAGE, SUBORDINATION AND ATTORNMENT
Section 13.01. No Liens. Landlord's interest in this Lease and/or the Property shall not be
subordinate to any liens or encumbrances placed upon the Property by or resulting from any act of Tenant,
and nothing herein contained shall be construed to require such subordination by Landlord. Provided that
at the time Tenant proposes to grant any leasehold mortgage no Event of Default exists,Tenant shall have
the right to grant a leasehold mortgage on Tenant's leasehold interest in the Property; provided, (i) any
such leasehold mortgage shall be in all respects subject and subordinate to Landlord's interest in this Lease;
and (ii) the leasehold mortgage shall attach to and be a lien on Tenant's leasehold interest in the Property
only, shall convey no interest or rights in and to Landlord's interest in the Lease or the Property, and shall
be in form and substance reasonably satisfactory to Landlord and Tenant. For purposes of this Lease,
"leasehold mortgage" shall mean a mortgage upon Tenant's leasehold estate and other rights of Tenant
created pursuant to this Lease, and Tenant's rights under any subleases. For purposes of this Lease,
"leasehold mortgagee" shall mean any mortgagee, trustee, or secured party under a leasehold mortgage.
25

The leasehold mortgagee shall be a nationally or regionally recognized insurance company, savings bank,
commercial bank (acting as a trustee, agent or otherwise), or other institutional lender. In connection with
any such leasehold mortgage, Landlord will, within fifteen (15) days following receipt of written request
therefor, provide to the leasehold mortgagee with a commercially reasonable form of landlord's consent
reasonably acceptable to Landlord, Tenant and the leasehold mortgagee.
Section 13.02. Subordination. This Lease at all times shall automatically be subordinate to the
lien of any and all ground leases and Mortgages now or hereafter placed upon the Property by Landlord,
and Tenant covenants and agrees to execute and deliver, upon demand, such further instruments
subordinating this Lease to the lien of any or all such ground leases and Mortgages as shall be desired by
Landlord, or any present or proposed mortgagees under trust deeds, upon the condition that Tenant shall
have the right to remain in possession of the Property under the terms of this Lease, notwithstanding any
default in any or all such ground leases or Mortgages, or after the foreclosure of any such Mortgages, so
long as no Event of Default shall have occurred and be continuing.
Section 13.03. Attornment. In the event any purchaser or assignee of any Lender at a foreclosure
sale acquires title to the Property, or in the event that any Lender or any purchaser or assignee otherwise
succeeds to the rights of Landlord as landlord under this Lease, Tenant shall attorn to Lender or such
purchaser or assignee, as the case may be (a "Successor Landlord"), and recognize the Successor
Landlord as landlord under this Lease, and, subject to the provisions of this Article XIII, this Lease shall
continue in full force and effect as a direct lease between the Successor Landlord and Tenant, provided
that the Successor Landlord shall only be liable for any obligations of Landlord under this Lease which
accrue after the date that such Successor Landlord acquires title. The foregoing provision shall be self-
operative and effective without the execution of any further instruments.
Section 13.04. Execution of Additional Documents. Although the provisions in this Article XIII shall
be self-operative and no future instrument of subordination shall be required, upon request by Landlord,
Tenant shall execute and deliver such additional reasonable instruments as may be reasonably required
for such purposes.
ARTICLE XIV
ASSIGNMENT
Section 14.01. No Assignment by Tenant. Tenant acknowledges that Landlord has relied both on
the business experience and creditworthiness of Tenant and upon the particular purposes for which Tenant
intends to use the Property in entering into this Lease. Tenant shall not assign, transfer, or convey this
Lease or any interest herein, whether by operation of Law or otherwise (other than in connection with a
mortgage of Tenant's leasehold interest), without the prior written consent of Landlord, which consent shall
not be unreasonably withheld, conditioned or delayed, subject to Section 14.03 herein. At the time of any
assignment of this Lease which is approved by Landlord, the assignee shall assume all of the obligations
of Tenant under this Lease pursuant to a written assumption agreement in form and substance reasonably
acceptable to Landlord. Such assignment of this Lease pursuant to this Section 14.01 shall not relieve
Tenant of its obligations respecting this Lease unless otherwise agreed to by Landlord. Any assignment,
transfer, or conveyance in violation of this Section 14.01 shall be voidable at the sole option of Landlord.
Any consent to an assignment given by Landlord hereunder shall not be deemed a consent to any
subsequent assignment.
Section 14.02. Subletting. Tenant shall not sublet any or all of the Property without the prior written
consent of Landlord, such consent not to be unreasonably withheld, conditioned or delayed, and any
purported subletting without such consent shall be void.
Section 14.03. Transfer with Reasonable Consent. The granting of consent by Landlord to any
proposed assignment or subletting shall be preconditioned upon the fulfillment of the following
26

requirements: (1) Landlord shall be provided with at least thirty (30) days' written notice prior to any
proposed assignment or subletting; (2) unless otherwise agreed in writing, Tenant shall remain primarily
liable under this Lease; (3) Any proposed assignee or sublessee shall assume, in a written instrument
acceptable to Landlord, all of the obligations and undertakings of Tenant under this Lease; (4) No use shall
be employed in connection with the Property other than the Permitted Facility or otherwise approved by
Landlord, which approval shall not be unreasonably withheld; (5) The Property shall remain intact unless
Landlord agrees to the contrary; (6) In Landlord's sole judgment the proposed assignee or subtenant shall
have a good reputation in the area, shall be financially capable of fulfilling its obligation under this Lease,
and shall have experience in successfully operating a business of the type and size which such proposed
assignee or subtenant proposes to conduct in the Property; (7) In Landlord's sole judgment any use of the
Property permitted hereunder by the proposed sublessee/assignee will not violate or create any potential
violation of any Laws, nor will it violate any other agreements affecting the Property or Landlord; (8)Tenant
shall pay all reasonable attorney's fees or other costs associated with Landlord's review and approval of a
prospective assignee or sublessee, not to exceed$5,000 for each prospective assignment or sublease; ;(9)
In Landlord's sole judgment, said assignee or sublessee has a Net Worth equal or greater than the higher
of (i) Tenant's net worth on the date of execution of this Lease; or (ii) the Tenant's net worth on the date of
the date of notice of assignment or sublease; and (10) In the event the Guaranty is to be terminated in
accordance with Section 14.04 such replacement guarantor has a Net Worth equal or greater than the
Guarantor's net worth on the date of execution of the Guaranty. Tenant shall provide any and all financial
and background information reasonably requested by Landlord with regard to any assignee or sublessee.
In the event a dispute shall arise as to whether Landlord has unreasonably withheld or denied its consent
to any proposed assignment or subletting pursuant to the preceding two paragraphs,Tenant's sole remedy
shall be in equity and Landlord shall not be liable for damages.
Section 14.04. Change of Control. Any sale of all or substantially all of Tenant's assets, or any
sale or transfer of a majority of the voting stock in Tenant (but not any Affiliate of Tenant) outstanding on
the Commencement Date, whether in a single transaction or a series of transactions (a "Change of
Control"), will constitute an assignment for the purposes of this Article XIV. In the event of a Change of
Control to which Landlord consents in accordance with this Article XIV, Landlord shall terminate the
Guaranty provided that (a)the purchaser of Tenant's assets or stock(as the case may be) has an adequate
net worth to fulfill its obligations under this Lease, as reasonably determined by Landlord, and (b) the
purchaser of Tenant's assets or stock (as the case may be) provides a commercially reasonable guaranty
of Tenant's obligations under this Lease.
ARTICLE XV
NOTICES
Section 15.01. Notices. All notices, demands, designations, certificates, requests, offers,
consents, approvals, appointments and other instruments given pursuant to this Lease shall be in writing
and given by any one of the following: (a) hand delivery; (b) express overnight delivery service; (c) certified
or registered mail, return receipt requested; or (d) email transmission, and shall be deemed to have been
delivered upon (i) receipt, if hand delivered; (ii) the next Business Day, if delivered by a reputable express
overnight delivery service; (iii) the third Business Day following the day of deposit of such notice with the
United States Postal Service, if sent by certified or registered mail, return receipt requested; or
(iv) transmission, if delivered by email transmission. Notices shall be provided to the parties and addresses
(or electronic mail addresses) specified below:
If to Tenant: Precast Supply Company, Inc.
4531 N. Hwy 16
Denver, NC 28037
Attention: Jeff Chastain
27

Email:[e-mail]
Dentons Cohen & Grigsby P.C.
625 Liberty Avenue, 5th Floor
Pittsburgh, PA 15222-3152
Attention: Chris Thel
Email: [e-mail]
If to Landlord: GPP 1201 Biscayne LLC
1 Doverton Drive
Greenwich, CT 06831
Attention: Darren Anikstein
Email: [e-mail]
With a copy to: Slutzky, Wolfe and Bailey, LLP
2255 Cumberland Parkway
Building 1300
Atlanta, GA 30339
Attention: Robert L. Laney
Email: [e-mail]
or to such other address or such other person as either party may from time to time hereafter specify to the
other party in a notice delivered in the manner provided above.
ARTICLE XVI
MISCELLANEOUS
Section 16.01. Force Majeure. Any prevention, delay or stoppage due to strikes, lockouts,
pandemics,acts of God,war, enemy or hostile governmental action,civil commotion, labor disputes,delays
in performance by contractors,inability by the exercise of reasonable diligence to obtain materials,supplies,
parts, employees,or necessary services or reasonable substitutes therefore, governmental laws, orders or
regulations, actions of governmental authorities, weather conditions, fire or other casualty beyond the
control of the party obligated to perform (each, a"Force Majeure Event") shall excuse the performance by
such party for a period equal to any such prevention, delay or stoppage, expressly excluding, however, the
obligations imposed upon Tenant with respect to Rent to be paid hereunder.
Section 16.02. No Merger. There shall be no merger of this Lease nor of the leasehold estate
created by this Lease with the fee estate in or ownership of the Property by reason of the fact that the same
person, corporation, firm or other entity may acquire or hold or own, directly or indirectly, (a) this Lease or
the leasehold estate created by this Lease or any interest in this Lease or in such leasehold estate, and
(b)the fee estate or ownership of the Property or any interest in such fee estate or ownership. No such
merger shall occur unless and until all persons, corporations, firms and other entities having any interest in
(y) this Lease or the leasehold estate created by this Lease, and (z) the fee estate in or ownership of the
Property or any part thereof sought to be merged shall join in a written instrument effecting such merger
and shall duly record the same.
Section 16.03. Interpretation. Landlord and Tenant acknowledge and warrant to each other that
each has been represented by independent counsel and has executed this Lease after being fully advised
by said counsel as to its effect and significance. This Lease shall be interpreted and construed in a fair and
impartial manner without regard to such factors as the party which prepared the instrument, the relative
bargaining powers of the parties or the domicile of any party. Whenever in this Lease any words of
obligation or duty are used, such words or expressions shall have the same force and effect as though
made in the form of a covenant.
28

Section 16.04. Characterization. The following expressions of intent, representations, warranties,
covenants, agreements, stipulations and waivers are a material inducement to Landlord entering into this
Lease:
(a) Landlord and Tenant intend that (i) this Lease is a "true lease," is not a mortgage,
equitable mortgage, deed of trust, trust agreement, security agreement or other financing or trust
arrangement, and the economic realities of this Lease are those of a true lease; and (ii) the business
relationship created by this Lease and any related documents is solely that of a long-term commercial lease
between Landlord and Tenant, the Lease has been entered into by both parties in reliance upon the
economic and legal bargains contained herein, and none of the agreements contained herein is intended,
nor shall the same be deemed or construed, to create a partnership (de facto or de jure) between Landlord
and Tenant, to make them joint venturers, to make Tenant an agent, legal representative, partner,
subsidiary or employee of Landlord, nor to make Landlord in any way responsible for the debts, obligations
or losses of Tenant.
(b) Tenant waives any claim or defense based upon the characterization of this Lease
as anything other than a true lease. Tenant stipulates and agrees (i) not to challenge the validity,
enforceability or characterization of the lease of the Property as a true lease; and (ii) not to assert or take
or omit to take any action inconsistent with the agreements and understandings set forth in this Section
16.04.
Section 16.05. Attorneys' Fees. In the event of any judicial or other adversarial proceeding
concerning this Lease, to the extent permitted by Law, the prevailing party shall be entitled to recover all of
its reasonable attorneys' fees and other reasonable Costs in addition to any other relief to which it may be
entitled.
Section 16.06. Memorandum of Lease. Neither party hereto shall record this Lease; however,
upon the request of either party, the other party will in good faith cooperate in the prompt preparation,
execution, delivery and recording of a reasonable and recordable short-form memorandum of this Lease,
in accordance with applicable Law; provided that no economic terms of the Lease shall be disclosed in
such memorandum.
Section 16.07. No Brokerage. Landlord and Tenant represent and warrant to each other that they
have had no conversation or negotiations with any broker concerning the leasing of the Property. Each of
Landlord and Tenant agrees to protect, indemnify, save and keep harmless the other, against and from all
liabilities, claims, losses, Costs, damages and expenses, including attorneys'fees, arising out of, resulting
from or in connection with their breach of the foregoing warranty and representation.
Section 16.08. Waiver of Jury Trial and Certain Damages. LANDLORD AND TENANT HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A
TRIAL BY JURY WITH RESPECT TO ANY AND ALL ISSUES PRESENTED IN ANY ACTION,
PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO
AGAINST THE OTHER OR ITS SUCCESSORS WITH RESPECT TO ANY MATTER ARISING OUT OF
OR IN CONNECTION WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT,
TENANT'S USE OR OCCUPANCY OF THE PROPERTY, AND/OR ANY CLAIM FOR INJURY OR
DAMAGE, OR ANY EMERGENCY OR STATUTORY REMEDY. THIS WAIVER BY THE PARTIES
HERETO OF ANY RIGHT EITHER MAY HAVE TO A TRIAL BY JURY HAS BEEN NEGOTIATED AND IS
AN ESSENTIAL ASPECT OF THEIR BARGAIN. FURTHERMORE, LANDLORD AND TENANT HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO SEEK
PUNITIVE, CONSEQUENTIAL, SPECIAL AND INDIRECT DAMAGES FROM THE OTHER PARTY AND
ANY OF THE AFFILIATES, OFFICERS, DIRECTORS, MEMBERS, MANAGERS OR EMPLOYEES OF
LANDLORD OR TENANT, AS APPLICABLE, OR ANY OF THEIR SUCCESSORS WITH RESPECT TO
ANY AND ALL ISSUES PRESENTED IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM
BROUGHT WITH RESPECT TO ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS
29

LEASE OR ANY DOCUMENT CONTEMPLATED HEREIN OR RELATED HERETO. THE WAIVER BY
LANDLORD AND TENANT OF ANY RIGHT EITHER MAY HAVE TO SEEK PUNITIVE,
CONSEQUENTIAL, SPECIAL AND INDIRECT DAMAGES HAS BEEN NEGOTIATED BY THE PARTIES
HERETO AND IS AN ESSENTIAL ASPECT OF THEIR BARGAIN.
Section 16.09. Time is of the Essence; Computation. Time is of the essence with respect to each
and every provision of this Lease. If any deadline provided herein falls on a non-Business Day, such
deadline shall be extended to the next day that is a Business Day.
Section 16.10. Waiver and Amendment. No provision of this Lease shall be deemed waived or
amended except by a written instrument unambiguously setting forth the matter waived or amended and
signed by the party against which enforcement of such waiver or amendment is sought. Waiver of any
matter shall not be deemed a waiver of the same or any other matter on any future occasion. No
acceptance by Landlord of an amount less than the Rent stipulated to be due under this Lease shall be
deemed to be other than a payment on account of the earliest such Rent then due or in arrears nor shall
any endorsement or statement on any check or letter accompanying any such payment be deemed a waiver
of Landlord's right to collect any unpaid amounts or an accord and satisfaction.
Section 16.11. Successors Bound. Except as otherwise specifically provided herein, the terms,
covenants and conditions contained in this Lease shall bind and inure to the benefit of the respective heirs,
successors, executors, administrators and assigns of each of the parties hereto.
Section 16.12. Captions. Captions are used throughout this Lease for convenience of reference
only and shall not be considered in any manner in the construction or interpretation hereof.
Section 16.13. Other Documents. Each of the parties agrees to sign such other and further
documents as may be necessary or appropriate to carry out the intentions expressed in this Lease.
Section 16.14. Entire Agreement. This Lease and any other instruments or agreements referred
to herein, constitute the entire agreement between the parties with respect to the subject matter hereof,
and there are no other representations, warranties or agreements except as herein provided.
Section 16.15. Forum Selection; Jurisdiction; Venue; Choice of Law. For purposes of any action
or proceeding arising out of this Lease, the parties hereto expressly submit to the jurisdiction of all federal
and state courts located in the State of North Carolina. Each of Tenant and Landlord consents that it may
be served with any process or paper by registered mail or by personal service within or without the State
of North Carolina in accordance with applicable Law. Furthermore, each of Tenant and Landlord waives
and agrees not to assert in any such action, suit or proceeding that it is not personally subject to the
jurisdiction of such courts, that the action, suit or proceeding is brought in an inconvenient forum or that
venue of the action, suit or proceeding is improper. This Lease shall be governed by, and construed with,
the Laws of the State of North Carolina, without giving effect to any state's conflict of Laws principles.
Section 16.16. Counterparts. This Lease may be executed in one or more counterparts, each of
which shall be deemed an original. Furthermore, the undersigned agree that the execution and
transmission of a fully executed copy of this Lease via e-mail in a ".pdf" or other electronic format shall be
deemed execution and transmission of the original Lease for all purposes.
[Signature page follows.]
30

IN WITNESS WHEREOF, Landlord and Tenant have entered into this Lease as of the date first
above written.
LANDLORD:
GPP 1201 BISCAYNE LLC, a Delaware limited liability
company /7/7
By:
Name: Darren Anikstein
Title:Authorized Signatory
Signature Page-Lease S-1

IN WITNESS WHEREOF, Landlord and Tenant have entered into this Lease as of the date first
above written.
TENANT:
PRECAST SUPPLY COMPANY, INC., a North Carolina
corporation
By: r i,
''J
Name:Jeffrev Chastain
Title:President&CEO
S-2

Exhibit A
Legal Description and
Street Address of the Property
Street address: 1201 Biscayne Drive, Concord, NC 28027
Legal description:
PIN: 56012589120000
Being a 1.881 acre tract and known as Tract 2 of the Parker/Trawick Subdivision as surveyed and platted, a copy of
which plat is filed in the Office of the Register of Deeds for Cabarrus County in Map Book 45 Page 85, to %%hich map
book and page reference is hereby made for a complete description thereof by metes and bounds.
PIN: 056012569440000
Lying being in the City of Kannapolis. No. 4 Township, Cabarrus County,
North Carolina, and being the AT&T LEASE PARCEL SITE NO. 61, containing
9,472 square feet, and 0.217 acres, a map of said property being on file in the Office
of the Register of Deeds for Cabarrus County,North Carolina,in Map Book 45,Page
85, specific reference thereto being hereby made for a more complete description
thereof by metes and bounds.
PIN: 56012641040000
Lying and being in No. I Township adjoining the property of Floyd
B. Taggart, Ben R. Pigg, Doris F. MacGregor end Carle R. Wallace
and being a 3.001 acre tract as shown upon a boundary ourvey of
6.998 acres surveyed for Carla R. Wellaco by Mel G. Thompson i
Associates, P. A., Ruby A. Nicholson, R.L.S. , on June 20, 1997 and
being more particularly described as follows:
•
BEGINNING at an existing iron pin in the line of Carla R. Wallace,
sold beginning point being the oouthwcat Corner of the property of
Floyd B. Taggart and runs thence with the line of Faggart N 82-29-
43 B 422.28 foot to a now iron pin in the line of Ben R. Pigg;
thence with the line of Pigg 6 07-23-$6 a 291.56 feet to a nail by
en existing iron pin, sold point being the northeast corner of
Doris P. MacGregor (Deed Book 447, Page 114). said corner
being N 07-23-56 W 74.49 feet from an existing iron rod, the
western corner of Ban R. Pigg, Larry G. Parker and Nick C. Trovick;
thence with the line of Doris T. MacGregor S 82-31-31 W 474.83 feet
to an existing iron pin in the easterly edge of Carle R. Wallace;
thence with the line of Wallace N 02-69-21 B 296.11 to the point of
BEGINNING. For beck reference see Book 461 at Page 7. .
A-1

PIN: 56012548250000
Lying and being in Fauber 4 Township, adjoining the property of Ben
R. Pigq, Larry R. Parker and Hick C. Trawiok, Floyd B. Taggart and
Carla R. Wallace and beinq. a 3.997 acre tract as shown upon a
boundary survey of 6.998 acres surveyed for Carla R. Wallace by Mel
G. Thompson t Associates, P. A., by Ruby A. Nicholson, R.L.6., June
20, 1997 end being sore particularly described as follows(
BECTNH1NO at a nail by en existing iron rod In the line of
Carla R. Wallace, said nail being N 02.3 -16 R 21.61 font from an
existing iron pin, a corner of Adele L. Hollingsworth and Ployd B.
Taggart and rune thence with the lino of Carla R. Wallace N O 31-
)6 a 169.57 toot to an existing iron pin( thence continuing with
the lino of Wallace H 02-31-28 E 180.21 feat to an existing iron
pin, the (southwest corner of a 3.001 acre tract (now or formerly
Martha lt. Hatleyll thence with the line of Batley H 82.31-31 6
474.63 feet to a nail by an existing iron pin in the line of Ban R.
Piggt thence with the line of Aigg S 07.23-56 E crossing en
existing iron rod on line at 74.49 feat for a distance of 419.46
feet to en existing iron pin in the line of Larry R. Parker and
Nick C. Trawick, a corner of Floyd B. Faggart; thence with the line
of -Taggart S 82-24-53 M 535.37 feet to the point of RFG2ul1h0 and
being • portion of that property as described in Book 447, page
114.
PIN: 56011575520000
A-2

LYING AND a61NG in Number. 2 and 4 Twnahips. Cabarru. County.
North Carolina on the oast aide of ncClennay Drive and being a
115_.980 acre tract es shown upon a boundary survey prepared by M.1
G. Thompson and Aooeciatoe. P.A. on January 26. 1996 and being more
particularly described ea follows(
BEGINNING at en exiting iron pin in the northeast edge of tot 16.
block 1 of -FAWu111-L- (an .hen in nap Book 19. Page 2); a corner
of Thomas J- Sorrell In the line of Adele L. Hollingsworth and runs
thence with the lino of Sorrell 5. 79-53-17 W. 237.89 foot to
point a corner of Carla R. Wallace; thence three comm. with the
line of Walloco ao Solloway 41) N. 05-08-45 W. 92.09 franc co a
point (2) W. 10-30-33 W. 212.61 foot to a point (3) 6. 83-17-04 w.
17.21 feet to a new iron pin in the line of 1.ot IS et Concord
Realty (Kap nook 14. Page 60); thence N. 11-57-26 W. 259.41 teat to
a point; thence 6. 05-04-26 W. 104.46 feet to an existing Iron rod
a corner of Gerald P . 1+ry., Jr.; thence with the line of pry. N.
04-23-14 W. 356.09 feet to an existing iron rod a corner of Fryo In
the line of Edward Franklin Little( thence three courses with the
lino of Little era fOitowe' (1) t(. 84-41-15 E. 96.15 feet (2) U.
07-43-10 W. 154.30 teat (3) N. 11-31-36 W. 63.60 feet to a point a
corner of Edward Franklin Little clad Archie Ray Little; thence four
course. with the line of Archie Ray Little as follows' 11) V. 05-
40-11 W. 98.43 feet to a point (21 M. 05-S8-11 W. 67.17 feet to a
point (3) N. 10-01-39 W. 77.05 foot to a point (4) U. 18-02-37 W.
164.51 feet to a point a corner of Little and Piedmont Block
Company( thence with the line of II N. 70-42-13 6. 714.70 Soot
to an a:Leting !rem rod a f Harris in the line of Floyd n.
Paggart( thence with the line of Yeggnrt S. 02-03-34 W. 227.21 feet
to an exiatinq iron pin a corner of Martha M. Hotly: thence with
the line of 1latloy 8. 02-51-59 W. 295.99 feet to en existing iron
pin a corner of Doris P. MacGregor; thence with tho lino of
KacGragor 6. 02-33-36 W. crossing an existing iron rod on lino es'
100.39 feet for a distance of 371.58 feet to an existing iron pin
a corner of Floyd 6. reggert and Adele L. Hollingsworth; thence
with the lime of Hollingsworth six coon.. ea follows' (1) S. 86-
55-06 w. 204.06 loot to a square Iron 42) 6. 16-17-41 a. 100.70
feet to a marked hickory (3) S. 02-51-22 E. 95.02 feet to en
exietiog iron rod (4) S. 02-51-22 E. 248.74 feet to an existing
iren rod (5) S. 03.07-56 C. 20.40 toot to en exi.tiaq iron rod (6)
G. 01-07-56 E. 270.27 toot to the POINT OP nacimfip10.
Por back reference a.. Deed book 1447, rage 276, Deed Book 1545,
peg. 42 and Deed book 1409. Peg. 61 of the Cabanas County Public
Registry.
SAVE AND LXCLP t that portion of land conveyed to Gerald,.t Frye,Jr.by dead recorded n Book 6670,
Page 328 on April 13,2006,Cabarrus County Rr•glctry.
PIN: 56012586580000
LYING AND BEING IN NUMBER FOUR(4)TOM NSHIP,CABARRUS COUNTY,
NORTH C.tROLLNA ON THE WEST SIDE OF BISCAYNE DRIVE, ADJOINING THE
PROPERTl OF PARK WEST LNVESTME?STS, LNC.,NOW OR FORMERLY(BOOK
5384,PAGE 169),F.B. FAGGART,NOW OR FORMERLY(BOOK 1190, PAGE 93),C.R.
WALL ICE,NOW OR FORMERLY, B.T.& S.PROPERTIES. INC.,NOW OR
FORMERLY (BOOK 5806, PAGE 1) AM) LARRY G. PARKER AND NICK C.
TRAYWICK,NOW OR FORMERLY (BOOK 636,PAGE 55)AND BEING LOT 3 OF
THE PARKER/TRAYWICK SUBDIVISION AS SHOWN L>MAP BOOK 45,PAGE 85
AND LOT I OF THE BISCAYNE INDUSTRIAL PARK, MAP I,AS SHOWN IN MAP
BOOK 38, PAGE 54 AND BEING MORE PARTL(1T ARLY DESCRIBED AS
FOI LOWS:
A-3

BEGINNING AT A NEW IRON ROD ON THE WEST SIDE OF BISCAYNE DRIVE.
SAID IRON BEING THE FOLLOWING TWO (2) LINES FROM A PK NAIL(SET)IN
THE CENTERLINE OF BISCAYNE DRIVE: 1) N. 07-06-27 E. 94.77 FEET TO AN
EXISTING 1/2" IRON ROD,CORNER OF PARK WEST INVESTMENTS,INC.,AS
NOTED ABOVE; AND 2)N. 70-27-08 W.3.30 FEET TO THE POINT OF BEGINNING;
THENCE FROM THE POINT OF BEGINNING,TWO(2) LINES W'Tl'H PARK WEST
INVESTMENTS, INC.,AS FOLLOWS: 1) N. 70-27-08 W. 177.97 FEET TO AN
EXISTING 1/2" IRON ROD; AND 2) S.37-17-54 W. 153.22 FEET TO AN EXISTING
1/2" IRON ROD,CORNER OF F. B. FAGGART,AS NOTED ABOVE:THENCE WITH
THE LINE OF FAGGART AND TILE LINE OF WALLACE,N.05-39-48 W.379.28 FEET
TO AN EXISTING 5/8" IRON ROD,CORNER 01 K.T.& S. PROPERTIES,INC.,AS
NOTED ABOVE; THENCE WITH THE LINE OF B.T.& S. PROPERTIES, INC., N. 86-
20-26 E.340.88 FEET (PASSING AN EXISTING 518" IRON ROD AT 331.32 FEET)TO A
30"HICKORY STUMP,SAID STUMP UMP BEING S. 11-59-47 E. 13.79 FEET FROM AN
EXISTING 5/8" IRON ROD;THENCE WITH THE LINE OF PARKER AND
TRAYWICK,S.84-40-31 E.236.76 FEET TO A NEW IRON ROD ON THE WEST SIDE
OF BISCAYNE, DRIVE; THENCE WITH THE RIGHT OF WAY OF BISCAYNE DKR E
THE FOLLOWING THREE (3) LINES: 1) S.63-49-50 W.82.09 FEET TO A NEW IRON
ROD; 2)A CURVE BEARING TO THE LEFT S.46-29-28 W. WITH AN ARC LENGTH
OF 145.27 FEET', A RADIUS OF 240.00 FEET,AND A CHORD LENGTH OF 143.06
FEET TO A NEW IRON ROD; AND 3) S.29-09-05 W. 206.31 FEET TO THE POINT 01
BEGINNING, CONTAINING 2.80 ACRES.MORE OR LESS, AS PLATTED AND
SURVEYED BY 7.ACKIE L. MOORE,PLS,DECEMBER 18,2006.
TOGETHER W11'11 A SANITARY SEWER EASEMENT OF LOT 2 AS SHOWN ON A
RECORD M AI'OF BISCAYNE INDI.S'I R1:11, PARK, MAP 1, RECORDED IN PLAT
BOOK 38 AT PAGE 54 IN THE CABARRUS COUNTY PUBLIC REGISTRY.
A-4

Exhibit B
Base Rent
Lease Year Annual Base Rent Monthly Base Rent
1 $ 490,000.00 $ 40,833.33
2 $ 499,800.00 $ 41,650.00
3 $ 509,796.00 $ 42,483.00
4 $ 519,991.92 $ 43,332.66
5 $ 530,391.76 $ 44,199.31
6 $ 540,999.59 $ 45,083.30
7 $ 551,819.59 $ 45,984.97
8 $ 562,855.98 $ 46,904.66
9 $ 574,113.10 $ 47,842.76
10 $ 585,595.36 $ 48,799.61
11 $ 597,307.27 $ 49,775.61
12 $ 609,253.41 $ 50,771.12
13 $ 621,438.48 $ 51,786.54
14 $ 633,867.25 $ 52,822.27
15 $ 646,544.59 $ 53,878.72
16 $ 659,475.49 $ 54,956.29
17 $ 672,665.00 $ 56,055.42
18 $ 686,118.30 $ 57,176.52
19 $ 699,840.66 $ 58,320.06
20 $ 713,837.47 $ 59,486.46
B-1

Exhibit C
Tenant Work
Repair Item Year Cost Notes from Report
With respect to the disabled,the number of spaces provided for the handicapped is inadequate.
ADA Parking spaces Immediate $700
One van-accessible space is required at each of the offices in buildings 1 and 4.
A floor-mounted ceramic urinal in the men's restroom of the building I warehouse was noted to be broken and not
Replace Toiled in Existing Location Immediate $1,140 useable.Replacement of the urinal is required.
Roof Drainage Immediate $1,400 The roof line gutter at building I was noted to be clogged with vegetation.The gutter requires
clean-out.
The roof systems may be within their warranty period,if one was issued.In order for the warranty
to be transferred to a new ownership entity,have the manufacturer conduct a Warranty Transfer
Warranty Transfer-Roofing Inspection Immediate $2,500 Inspection.Such an inspection will also examine all repairs made to date to make sure that they
were made in compliance with the manufacturer's requirements.A manufacturer's inspection for
warranty transfer purposes is detailed and beyond the scope of our limited survey
One roll-up door on the north side of building 1 was noted to be crushed.This door requires replacement.Minor
Roll up doors Immediate $4,000 damage to two other doors was observed on the south side of building 1 and one roll-up door on the south side of
building 4.
There are isolated areas of sheet metal damage observed at building 1,particularly around
Sheet metal repair Short Term $2,500
doors.
Insulation in buildings 1 and 4 was noted to be damaged primarily by impact with vehicles.The damaged insullation
Repair/replace damaged insulation Short Term $9,000
requires repair/replacement.
Concrete pavement south and west of building 1 exhibits extensive moderate to severe cracking The damaged
Repair Concrete Parking Lot/Pavement Areas Immediate $65,000 concrete requires full depth replacement
The storm drains on the north side of building 1 were observed to be clogged.Clean-out and letting of the storm
Clear storm drains Short Term $1,500 drains is required.
TOTAL $87,740
c-1