LEASE AGREEMENT

 

Building:

Addison Park Place, Buildings 5 and 6, per the Site Plan attached hereto as Exhibit B.

Tenant's Proportionate

Project:

The Project consists of six, one-story office/flex/ warehouse buildings totaling approximately 135,090 square feet of rentable area, including Buildings 1-6 as shown on Exhibit B attached hereto and made a part hereof and as further described in the legal description attached hereto as Exhibit C.

Tenant's Proportionate

Share of the Project:

1.82%

Commencement Date:

The sooner of substantial completion of the Landlord Improvements (per Exhibit F) or December 22, 2017.

Expiration Date:

December 31, 2019

Monthly Base Rent:

(See Paragraph 6)

HVAC Monthly Filter Maintenance Charge:          $30.00

Lease Exhibits:

    Exhibit A-Premises Floor Plan                            Exhibit D-Building Rules and Regulations

    Exhibit B-Addison Park Site Plan                       Exhibit E-Vacating Premises Checklist

    Exhibit C-Legal Description of Project               Exhibit F-Landlord Improvements

5.          Security Deposit.  The Security Deposit shall be held by Landlord as security for the performance of Tenant's obligations under this Lease.  The Security Deposit is not an advance rental deposit or a measure of Landlord's damages in case of Tenant's default.  Upon each occurrence of an Event of Default (hereinafter defined), Landlord may use all or part of the Security Deposit to pay delinquent payments due under this Lease, and the cost of any damage, injury, expense or liability caused by such Event of Default, without prejudice to any other remedy provided herein or provided by law.  Tenant shall pay Landlord on demand the amount that will restore the Security Deposit to its original amount.  Landlord's obligation respecting the Security Deposit is that of a debtor, not a trustee; no interest shall accrue thereon.  The Security Deposit shall be the property of Landlord, but shall be paid to Tenant when Tenant's obligations under this Lease have been completely fulfilled.  Landlord shall be released from any obligation with respect to the Security Deposit upon transfer of this Lease and the Premises to a person or entity assuming Landlord's obligations under this Paragraph 5.

6.           Operating Expense Payments.         During each month of the Lease Term, on the same date that Base Rent is due, Tenant shall pay Landlord an amount equal to 1/12 of the annual cost, as estimated by Landlord from time to time, of Tenant's Proportionate Share (hereinafter defined) of Operating Expenses for the Project.  Payments thereof for any fractional calendar month shall be prorated.  The term "Operating Expenses" means all costs and expenses incurred by Landlord with respect to the ownership, maintenance, and operation of the Project including, but not limited to, costs of: Taxes (hereinafter defined) and fees payable to tax consultants and attorneys for consultation and contesting taxes; insurance; utilities for the common area of the Project; maintenance, repair and replacement of all portions of the Project including, but without limitation, paving and parking areas, roads, roofs, alleys, and driveways, fences, mowing, landscaping, exterior walls (except those portions that are the responsibility of Tenant), painting, utility lines and services to the point of connection with the Premises, common area lighting, electrical systems and other mechanical and building systems; amounts paid to contractors and subcontractors for work or services performed in connection with any of the foregoing; property management fees and reasonable administrative costs; security services, if any; litter collection, sweeping and removal and snow and ice removal (if performed); and additions or alterations made by Landlord to the Project or the Building in order to comply with Legal Requirements (other than those expressly required herein to be made by Tenant) or that are appropriate, necessary or desirable for the continued operation of the Project or the Building as a first-class Office/Tech/Warehouse facility in the market area, provided that the cost of additions or alterations that are required to be capitalized for federal income tax purposes shall be amortized on a straight line basis over a period equal to the useful life thereof for federal income tax purposes. It is the intent of the Landlord and Tenant that this Lease to be interpreted and construed by the parties as being an absolute triple net lease. Operating Expenses do not include debt service under mortgages or ground rent under ground leases, costs of restoration to the extent of net insurance proceeds received by Landlord with respect thereto, leasing commissions, or the costs of renovating space for tenants.

If Tenant's total payments of Operating Expenses for any year are less than Tenant's Proportionate Share of actual Operating Expenses for such year, then Tenant shall pay the difference to Landlord within thirty (30) days after receipt of Landlord's statement, and if more, then Landlord shall retain such excess and credit it against Tenant's next payments of Rent.  For purposes of calculating Tenant's Proportionate Share of Operating Expenses, a year shall mean a calendar year except the First year, which shall begin on the Commencement Date, and the last year, which shall end on the expiration of this Lease. With respect to Operating Expenses which Landlord allocates to the entire Project, Tenant's "Proportionate Share" shall be the percentage set forth on the first page of this Lease as Tenant's Proportionate Share of the Project as reasonably adjusted by Landlord in the future for changes in the physical size of the Premises or the Project; and, with respect to Operating Expenses which Landlord allocates only to the Building, Tenant's "Proportionate Share" shall be the percentage set forth on the first page of this Lease as Tenant's Proportionate Share of the Building as reasonably adjusted by Landlord in the future for changes in the physical size of the Premises or the Building.  Landlord may equitably increase Tenant's Proportionate Share for any item of expense or cost reimbursable by Tenant that relates to a repair, replacement, or service that benefits only the Premises or only a portion of the Project or Building that includes the Premises or that varies with occupancy or use.  The estimated Operating Expenses for the Premises set forth on the first page of this Lease are only estimates, and actual expenses may differ based on present and future years' operational experience.

7.	Utilities.  Tenant shall pay for all water, gas, electricity, heat, light, power, telephone, sewer,

refuse and trash collection, and other utilities and services used on the Premises, all maintenance charges for utilities, and any storm sewer charges or other similar charges for utilities imposed by any governmental entity or utility provider, together with any taxes, penalties, surcharges or the like on these services pertaining to Tenant's use of the Premises.  Landlord may cause at Landlord's expense any utilities to be separately metered or charged directly to Tenant by the provider.  Tenant shall pay its Proportionate Share of all charges for jointly metered or master metered utilities and services based upon consumption, as reasonably determined by Landlord.  No interruption or failure of utilities or services shall result in the termination of this Lease or the abatement of rent.

Tenant, at its expense, shall maintain during the Lease Term: all risk property insurance covering the full replacement cost of all property and improvements installed or placed in the Premises by Tenant at Tenant's expense; worker's compensation insurance with no less than the minimum limits required by law; employer's liability insurance with such limits as required by law; and commercial liability insurance, with a minimum limit of $1,000,000 per occurrence and a minimum umbrella limit of $1,000,000, for a total minimum combined general liability and umbrella limit of $2,000,000 for property damage, personal injuries, or deaths of persons occurring in or about the Premises.  Landlord may from time to time require reasonable increases in any such limits.  The commercial liability policies shall name Landlord as an additional insured, insure on an occurrence and not a claims-made basis, be issued by insurance companies which are reasonably acceptable to Landlord, not be cancelable unless thirty (30) days' prior written notice shall have been given to Landlord, contain a hostile fire endorsement and a contractual liability endorsement and provide primary coverage to Landlord (any policy issued to Landlord providing duplicate or similar coverage shall be deemed excess over Tenant's policies). Such policies or certificates thereof shall be delivered to Landlord by Tenant upon commencement of the Lease Term and upon each renewal of said insurance.

The all risk property insurance obtained by Landlord and Tenant shall include a waiver of subrogation by the insurers and all rights based upon an assignment from its insured, against Landlord or Tenant, their officers, directors, employees, managers, agents, invitees and contractors, in connection with any loss or damage thereby insured against.  Neither party nor its officers, directors, employees, managers, agents, invitees or contractors shall be liable to the other for loss or damage caused by any risk coverable by all risk property insurance, and each party waives any claims against the other party, and its officers, directors, employees, managers, agents, invitees and contractors for such loss or damage. The failure of a party to insure its property shall not void this waiver.  Landlord and its agents, employees and contractors shall not be liable for, and Tenant hereby waives all claims against such parties for, business interruption and losses occasioned thereby sustained by Tenant or any person claiming through Tenant resulting from any accident or occurrence in or upon the Premises or the Project from any cause whatsoever, excluding without limitation, damage caused in whole or in part, directly or indirectly, by the gross negligence of Landlord or its agents, employees or contractors.

Tenant, at its own cost and expense and without Landlord's prior approval, may erect such shelves, bins, machinery and trade fixtures (collectively "Trade Fixtures") in the ordinary course of its business provided that such items do not alter the basic character of the Premises, do not overload or damage the Premises, and may be removed without injury to the Premises, and the construction, erection, and installation thereof complies with all Legal Requirements and with Landlord's requirements set forth above.  Tenant shall remove its Trade Fixtures upon the termination of the Lease and shall repair any damage caused by such removal.

Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings).  In the event that the rent due and payable by a sublessee or assignee (on a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within ten (10) days following receipt thereof by Tenant.

If this Lease is assigned or if the Premises are subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises are occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent directly from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the Rent payable hereunder; and all such Rent collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord.  No such transaction or collection of Rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunder.

21.       Surrender.  Upon termination of the Lease Term or earlier termination of Tenant's right of possession, Tenant shall surrender the Premises to Landlord in the same condition as received from Landlord, broom clean, ordinary wear and tear and casualty loss and condemnation covered by Paragraphs 15 and 16 excepted, and in accordance with the Vacating Premises Checklist attached hereto as Exhibit E.  Landlord represents and warrants that upon delivery of the Premises to Tenant, the Premises shall comply with the conditions set forth on Exhibit E. Any Trade Fixtures, Tenant-Made Alterations and property not so removed by Tenant as permitted or required herein shall be deemed abandoned and may be stored, removed, and disposed of by Landlord at Tenant's expense, and Tenant waives all claims against Landlord for any damages resulting from Landlord's retention and disposition of such property.  All obligations of Tenant hereunder not fully performed as of the termination of the Lease Term shall survive the termination of the Lease Term, including without limitation, indemnity obligations, payment obligations with respect to Rent including, but not limited to, Operating Expenses and obligations concerning the condition and repair of the Premises.

23.

Events of Default.  Each of the following events shall be an event of default ("Event of Default") by Tenant under this Lease:

(iii)

Any insurance required to be maintained by Tenant pursuant to this Lease shall be canceled or terminated or shall expire or shall be reduced or materially changed, except, in each case, as permitted in this Lease.

 (iv)    Tenant shall holdover in the Premises after the expiration of the Lease without having entered into a new Lease or without first having obtained Landlord's express written consent.

If Landlord terminates this Lease, Landlord may recover from Tenant the sum of: all Rent and all other amounts accrued hereunder to the date of such termination; the cost of reletting the whole or any part of the Premises, including without limitation brokerage fees and/or leasing commissions incurred by Landlord, and costs of removing and storing Tenant's or any other occupant's property, repairing, or otherwise putting the Premises into the same condition as originally received by Tenant following completion of Landlord's work and all reasonable expenses incurred by Landlord in pursuing its remedies, including reasonable attorneys' fees and court costs; and the excess of the then present value of the Rent and other amounts payable by Tenant under this Lease as would otherwise have been required to be paid by Tenant to Landlord during the period following the termination of this Lease measured from the date of such termination to the expiration date stated in this Lease, over the present value of any net amounts after deducting Landlord's costs that Landlord can reasonably expect to recover by reletting the Premises for such period.  Such present values shall be calculated at a discount rate equal to the 90-day U.S. Treasury bill rate at the date of such termination.

If Landlord terminates Tenant's right of possession (but not this Lease), Landlord shall use reasonable efforts to relet the Premises for the account of Tenant for such rent and upon such terms as shall be satisfactory to Landlord without thereby releasing Tenant from any liability hereunder and without demand or notice of any kind to Tenant.  For the purpose of such reletting Landlord is authorized to make any repairs in or to the Premises as Landlord deems reasonably necessary for reletting the Premises. If the Premises are not relet, then Tenant shall pay to Landlord as damages a sum equal to the amount of the rental reserved in this Lease for such period or periods, plus the cost of recovering possession of the Premises (including attorneys' fees and costs of suit), the unpaid Rent and other amounts accrued hereunder at the time of repossession, and the costs incurred in any attempt by Landlord to relet the Premises.  If the Premises are relet and a sufficient sum shall not be realized from such reletting [after first deducting therefrom, for retention by Landlord, the unpaid Rent and other amounts accrued hereunder at the time of reletting, the cost of recovering possession (including attorneys' fees and costs of suit), all of the costs and expense of repairs, the expense of such reletting (including without limitation brokerage fees and leasing commissions) and the cost of collection of the rent accruing therefrom] to satisfy the Rent provided for in this Lease to be paid, then Tenant shall immediately satisfy and pay any such deficiency.  Any such payments due Landlord shall be made upon demand therefor from time to time and Tenant agrees that Landlord may file suit to recover any sums falling due from time to time.  Notwithstanding any such reletting without termination, Landlord may at any time thereafter elect in writing to terminate this Lease for such previous breach.

Exercise by Landlord of any one or more remedies hereunder granted or otherwise available shall not be deemed to be an acceptance of surrender of the Premises and/or a termination of this Lease by Landlord, whether by agreement or by operation of law, it being understood that such surrender and/or termination can be effected only by the written agreement of Landlord and Tenant.  Any law, usage, or custom to the contrary notwithstanding, Landlord shall have the right at all times to enforce the provisions of this Lease in strict accordance with the terms hereof; and the failure of Landlord at any time to enforce its rights under this Lease strictly in accordance with same shall not be construed as having created a custom in any way or manner contrary to the specific terms, provisions, and covenants of this Lease or as having modified the same.  Tenant and Landlord further agree that forbearance or waiver by Landlord to enforce its rights pursuant to this Lease or at law or in equity shall not be a waiver of Landlord's right to enforce one or more of its rights in connection with any subsequent default.  A receipt by Landlord of Rent or other payment with knowledge of the breach of any covenant hereof shall not be deemed a waiver of such breach, and no waiver by Landlord of any provision of this lease shall be deemed to have been made unless expressed in writing and signed by Landlord.  To the greatest extent permitted by law, Tenant waives the service of notice of Landlord's intention to re-enter as provided for in any statute, or to institute legal proceedings to that end, and also waives all right of redemption in case Tenant shall be dispossessed by a judgment or by warrant of any court or judge.  The terms "enter," "re-enter," "entry" or "re-entry," as used in this Lease, are not restricted to their technical legal meanings.  Any reletting of the Premises shall be on such terms and conditions as Landlord in its sole discretion may determine (including without limitation a term different than the remaining Lease Term, rental concessions, and repair of the Premises, lease of less than the entire Premises to any tenant and leasing any or all other portions of the Project before reletting the Premises).  Landlord shall not be liable, nor shall Tenant's obligations hereunder be diminished because of Landlord's failure to relet the Premises or collect Rent due in respect of such reletting.

Tenant shall indemnify, defend, and hold Landlord harmless from and against any and all losses (including, without limitation, diminution in value of the Premises or the Building or Project and loss of rental income from the Project), claims, demands, actions, suits, damages (including, without limitation, punitive damages), expenses (including, without limitation, remediation, removal, repair, corrective action, or cleanup expenses), and costs (including, without limitation, actual attorneys' fees, consultant fees or expert fees and including, without limitation, removal or management of any asbestos brought into the property or disturbed in breach of the requirements of this Paragraph 30, regardless of whether such removal or management is required by law) which are brought or recoverable against, or suffered or incurred by Landlord as a result of any release of Hazardous Materials for which Tenant is obligated to remediate as provided above or any other breach of the requirements under this Paragraph 30 by Tenant, its agents, employees, contractors, subtenants, assignees or invitees, regardless of whether Tenant had knowledge of such noncompliance.  The obligations of Tenant under this Paragraph 30 shall survive any expiration or termination of this Lease.

Landlord, during normal business hour shall have access to, and a right to perform inspections and tests of, the Premises to determine Tenant's compliance with Environmental Requirements, its obligations under this Paragraph 30, or the environmental condition of the Premises.  Access shall be granted to Landlord upon Landlord's prior notice to Tenant and at such times so as to minimize, so far as may be reasonable under the circumstances, any disturbance to Tenant's operations.  Such inspections and tests shall be conducted at Landlord's expense, unless such inspections or tests reveal that Tenant has not complied with any Environmental Requirement, in which case Tenant shall reimburse Landlord for the reasonable cost of such inspection and tests.  Landlord's receipt of or satisfaction with any environmental assessment in no way waives any rights that Landlord holds against Tenant.

(c)	All notices required or permitted to be given under this Lease shall be in writing and

shall be sent by registered or certified mail, return receipt requested, or by a reputable national overnight courier service, postage prepaid, or by hand delivery addressed to the parties at the addresses below. Either party may by notice given aforesaid change its address for all subsequent notices.  Except where otherwise expressly provided to the contrary, notice shall be deemed given upon delivery.

            (f)        Neither this Lease nor a memorandum of lease shall be filed by or on behalf of Tenant in any public record.  Landlord may prepare and file and, upon request by Landlord, Tenant will execute a Memorandum of Lease.

(1)

Time is of the essence as to the performance of Tenant's obligations under this Lease.

(m)       All exhibits and addenda attached hereto are hereby incorporated into this Lease and made a part hereof.  In the event of any conflict between such exhibits or addenda and the terms of this Lease, such exhibits or addenda shall control.

INTENTIONALLY DELETED

Landlord shall provide Tenant with $1,000.00 moving allowance upon receipt of a paid moving company invoice from Tenant.

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

TENANT:                                                           LANDLORD:

ULURU DELAWARE, INC.

Addison Park, Ltd. /

Gibby Addison Park, LLC.

        By: /s/ Terrance K. Wallberg                 By: /s/ William J. Harkinson

Name:  Terrance K. Wallberg  Name: William J. Harkinson

EXHIBIT "A"

Floor Plan

1.

The sidewalk, entries, and driveways of the Project shall not be obstructed by Tenant, or its agents, or used by them for any purpose other than ingress and egress to and from the Premises.

2.

Tenant shall not place any objects, including antennas, outdoor furniture, etc., in the parking areas, landscaped areas or other areas outside of its Premises, or on the roof of the Project, nor make any penetrations of the roof of the Project.  Landlord agrees to allow Tenant to place a satellite dish on the roof of the Premises provided such dish is not visible from the public street and provided Tenant, at Tenant's expense uses Landlord's approved roofing contractor for such installation so as to not void Landlord's existing roof warranty.

3.

Except for seeing-eye dogs, no animals shall he allowed in the offices, halls, or corridors in the Project.

4.

Tenant shall not disturb the occupants of the Project or adjoining buildings by the use of any radio or musical instrument or by the making of loud or improper noises.

5.

Tenant shall not install or operate any steam or gas engine or boiler, or other mechanical apparatus in the Premises, except as specifically approved in the Lease.  The use of oil, gas or inflammable liquids for heating, lighting or any other purpose is expressly prohibited.  Explosives or other articles deemed extra hazardous shall not be brought into the Project or stored on the Project or in the Premises. Landlord grants Tenant the right to place a gas-powered generator behind the Premises, which shall be installed at Tenant's expense at a location acceptable to Landlord and shall be screened from view with a wood privacy fence.

6.

Parking any type of recreational vehicles is specifically prohibited on or about the Project.  Except for the overnight parking of operative vehicles, no vehicle of any type shall be stored in the parking areas at any time.  In the event that a vehicle is disabled, it shall be removed within 48 hours.  There shall be no "For Sale" or other advertising signs on or about any parked vehicle.  All vehicles shall be parked in the designated parking areas in conformity with all signs and other markings.  All parking will be open parking, and no reserved parking, numbering or lettering of individual spaces will be permitted except as specified by Landlord.

7.

Tenant shall maintain the Premises free from rodents, insects and other pests.

8.

Landlord reserves the right to exclude or expel from the Project any person who, in the judgment of Landlord, is intoxicated or under the influence of liquor or drugs or who shall in any manner do any act in violation of the Rules and Regulations of the Project.

9.

Tenant shall not cause any unnecessary labor by reason of Tenant's carelessness or indifference in the preservation of good order and cleanliness.  Landlord shall not be responsible to Tenant or its employees or invitees for any theft, loss or damage of property in the Premises, however occurring, by any employee or agent of Landlord, except due to the gross negligence of the Landlord.

10.

Tenant shall give Landlord prompt notice of any defects in the water, lawn sprinkler, sewage, gas pipes, electrical lights and fixtures, hearing apparatus, or any other service equipment affecting the Premises or the Project.

11.

Tenant shall not dump waste or refuse or permit any harmful materials to be placed in any drainage system or sanitary system in or about the Premises, including flushing anything down the toilets serving the Premises other than regular toilet paper.

12.

All moveable trash receptacles provided by the trash disposal firm for the Premises must be kept in the trash enclosure areas, if any, provided for that purpose.

13.

No auction, public or private, will be permitted on the Premises or the Project.

14.

No awnings shall be placed over the windows in the Premises except with the prior written consent of Landlord.

15.

The Premises shall not be used for lodging, sleeping or cooking or for any immoral or illegal purposes or for any purpose other than that specified in the Lease.  No gaming devices shall be operated in the Premises.

16.	Tenant assumes full responsibility for protecting the Premises from theft, robbery and pilferage.

TENANTS vacating their lease space at the expiration or termination of their lease are required by the lease to return the premises as required under the Lease.  The following checklist is designed to assist tenants vacating lease space in complying with the terms of their lease, and insuring the prompt return of any applicable unused security deposit.

NOTE: ALL ITEMS ON THE VACATING PREMISES CHECKLIST MUST BE COMPLETED PRIOR TO THE SCHEDULED FINAL WALK-THRU OF THE PREMISES.  ANY ITEMS NOT COMPLETED BY TENANT AT THE TIME OF THE FINAL WALK-THRU, WILL BE CHARGED BACK TO TENANT AND DEDUCTED FROM TENANT'S SECURITY DEPOSIT. THERE WILL BE NO SECOND WALK-THRUS.

Electrical & Gas

All light fixtures must have working ballasts and bulbs, all bulbs must be matching white in color, and all lens covers must be in place and not damaged or broken.

All outlets and light switches must be covered with outlet/switch plate covers. No wires should be exposed. All electrical outlets and light switches must be in working order. All broken, missing, blank, painted over or mismatched plates must be replaced.

All exit lights must be fully lit and in working order.

NOTE: Electric power and/or gas must be on in the leased premises for the final walk-thru in order to check lights, ballasts, bulbs, switches, outlets, heaters, hot water heaters, HVAC etc. If the electric power and/or gas is off at the time of the final walk-thru, Tenant's entire security deposit will be held until Landlord re-connects the electricity and/or gas at which time the condition of the noted items will be assessed. Re-connection may significantly delay the refund of Tenant's security deposit. If any noted items require a mechanical lift for repairs, the lift charge will be assessed against the security deposit.

All keys shall be returned to the Landlord at the time of the final walk-thru.  Keys are to be labeled/tagged showing which doors/locks they access. If the Landlord is required to produce the services of a locksmith to gain entry to the lease space due to Tenant's failure to timely return keys, a deduction of the locksmith charges will be made from the security deposit.

Mailbox keys and access security cards to the building shall also be returned to Landlord at the time of the final walk-thru, if applicable.

NOTE:  If keys/cards are not labeled/tagged upon return showing which doors/locks they access, a flat fee of $50.00 will be assessed against the tenant's security deposit.

Security Alarms Systems/Safety Equipment

Security systems shall be placed in "disarmed" mode. The system may be left in place if it is in working condition and could be used by another tenant. If the system is removed, all areas must be restored to their original condition (i.e. patched/painted walls). All fire extinguishers must be left in place and must have current inspection tags.

NOTE: Missing fire extinguishers or extinguishers without current inspection tags will be assessed against Tenant's security deposit.

All ceiling tiles and grids must be in good condition.  Any broken, damaged (i.e. from telephone equipment and/or computer cabling removal) or stained ceiling tiles shall be replaced with matching pattern tile.

All holes in walls from moly bolts, nails or other causes shall be patched and painted.  Walls damaged by installation of artwork, mirrors, laminate, pegboards, chalkboards, erasable boards etc. must be repaired and painted. An amount will be deducted from Tenant's security deposit for any holes larger than 1/8 of an inch in diameter. In addition, holes improperly repaired by Tenant or Tenant's Agent will be charged back against the security deposit at the same rate. Wood trim and/or columns shall be repaired and refinished if scratched, chipped or damaged.

NOTE: There will be a chargeback to Tenant's security deposit to re-paint walls that have been painted a custom color.

All plumbing fixtures including toilets, sinks, faucets etc. must be leak free, rust free and not be cracked or otherwise damaged. Plumbing lines (copper, pvc, vinyl etc.) for appliances (refrigerators, water dispensers, filter systems, coffee makers, dishwashers etc.) must be leak free and capped off by a licensed plumber, and/or demoed by a licensed plumber.

The hot water heater(s) shall be in good operating condition, producing hot water and not leaking.

NOTE: An inspection report by a licensed plumbing company completed within (30) days of Tenant's vacating of premises and addressing such issues as broken water heaters, leaking faucets, non-operational flushkits etc. must be submitted at the final walk-thru. A flat fee of $100.00 will be charged against Tenant's security deposit if the report is not provided at the final walk-thru to cover the inspection by Landlord's plumbing company. Tenant's entire security deposit will be held pending the report and any required repairs/replacements will be charged back against Tenant's security deposit.

All cabinets shall be in good condition with no damaged or rotted wood and/or wood flooring (i.e. under sink areas).

All HVAC units, exhaust fans, heaters etc. must be in good working condition with clean filters and coils and capable of producing conditioned air of at least 55° at the discharge and heated air to industry standards.

NOTE: An inspection report by a licensed HVAC service company completed within (30) days of Tenant's lease expiration and vacating of premises must be submitted at the final walk-thru. A flat fee of $200.00 will be charged against Tenant's security deposit if the report is not provided at the final walk-thru to cover the inspection by Landlord's HVAC company. Tenant's entire security deposit will be held pending the report and any required repairs/replacements will be charged back against Tenant's security deposit.

Floor Covering

Carpeted areas of the lease space shall be vacuumed and shampooed.  Carpet damaged beyond normal wear and tear shall be replaced (i.e. damaged during move out).

Tile and/or VCT areas must be stripped and waxed.  All broken floor tiles shall be repaired or replaced.

Granite/Marble areas must be cleaned.  Broken, chipped, damaged areas must be repaired or replaced.

Window Blinds

All window blinds shall be in good working order. Any missing, broken, bent or damaged blinds shall be replaced with a matching color blind at Tenant's expense.

Data and Cabling

No wires or cables shall penetrate the walls or ceilings, but must be terminated at the wall with a blank cover plate or above the ceiling grid.

Doors

All doors and door hardware shall be in good working order and condition. This includes overhead doors if applicable. Any doors with significant dents, scratches or holes shall be replaced with a matching door at Tenant's expense.  All keys to interior doors with locksets shall be returned to Landlord at time of final walk-thru. Damaged, scratched, broken kick plates must be replaced.

Signage

All exterior signage, adhesive material, and installation hardware shall be removed at Tenant's expense.  Landlord however, at Landlord's sole option, shall advise Tenant if any signage is to remain in place as all signage is a fixture and owned by Landlord. Signage removal includes patching and painting of the exterior of the building, where the sign was removed, in a matching color, completed by a paint contractor approved by Landlord at Tenant's expense. All interior signage, adhesive material, and installation hardware on walls, windows, doors etc. shall be removed.  Any doors and/or windows damaged or delaminated by signage removal shall be replaced at Tenant's expense.

Janitorial

A final janitorial clean-up shall be completed. This includes removing "ALL" furniture, debris, trash, garbage and personal items from the entire lease space.  Any tape or adhesives shall be removed from walls, doors, ceilings, windows etc. All interior window surfaces, windowsills, and window blinds shall be thoroughly cleaned.

NOTE: A minimum fee of $250.00 will be charged against Tenant's security deposit if the janitorial clean-up is not completed.

Any non-code compliant and/or non-City permitted and/or non-Landlord approved work, alterations, construction, remodeling etc. discovered during the final walk-thru will be corrected and brought into compliance and/or returned to its former condition, and billed against the tenant's security deposit.

Tenant shall provide Landlord a forwarding address and telephone number along with a contact name upon vacating premises.

All rental charges (including but not limited to, base rent, CAM, utilities) shall be paid current to the date of the lease expiration prior to vacating the premises.

Please contact the management office to schedule a final walk-thru of the Premises "BEFORE" electrical service and/or gas service is cancelled.

For questions regarding this checklist, please contact:

4560 Belt Line Road

Suite 400

Dallas, Texas 75244

Tenant is occupying the Premises in its "as is" condition.  Notwithstanding anything foregoing to the contrary, Landlord, at Landlord's expense, shall make the following improvements to the Premises prior to the date of possession:

1)	Convert front bathroom to storage facility with removal of plumbing fixtures and stall walls and capping off the plumbing;

2)	Repaint all existing sheet-rocked sheet rocked walls in a building standard color (selected by Tenant) that covers in one coat.  If the event, one coat does not adequately coat the walls, any further paint labor shall be paid by the Tenant.

3)	Steam clean and repair existing carpet as needed;

4)	Remove access window in front office near entrance and fill in with sheetrock and painted drywall;

5)	Install electric circuits (220 amps) as may be needed in laboratory space (not to exceed two), provided that there is room on the existing electrical panel;

6)	Build a demising wall to separate the 2,452 SF leased premises in Suite 4410 Beltway from the balance of the space as shown on Exhibit A.

7)	Remove mirrors from office wall.  Texture and paint wall after mirror removal.

8)	Make such repairs so that the Premises complies with the conditions set forth in Exhibit E.

9)	All existing overhead ceiling lights shall be replaced with LED lighting fixtures.

10)	Remove former tenant signage above entrance to the Premises.

Except for the foregoing, any further changes or modifications to the Premises shall be at Tenant's sole cost and expense.  Tenant shall reimburse Landlord 50%, or $2,000, for the cost of item 9 above.