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Exhibit 10.1

AGREEMENT OF LEASE

(Amendment and Restatement)

SINGLE TENANT BUILDING

THIS AGREEMENT OF LEASE (this “Lease”), by and between 290 National Road Limited Partnership organized and existing under the laws of Pennsylvania (herein called “Landlord”) and FARO Technologies, Inc. organized and existing under the laws of Florida (herein called “Tenant”). This Lease and the Work Letter (defined below) collectively contain the entire agreement of the parties hereto as to the subject matter of this Lease and no representations, inducements, promises or agreements, oral or otherwise, between the parties not embodied herein shall be of any force and effect. This Lease is an amendment and restatement of the Agreement of Lease originally executed and delivered as of June 24, 2013; this amended and restated Lease completely supersedes the prior version of the Lease and the Work Letter executed by the parties in connection therewith (collectively, the “Prior Lease”), and the Prior Lease shall no longer be of any force or effect.

WITNESSETH:

1. Premises. Landlord does hereby demise and lease unto Tenant and Tenant does hereby lease and take from Landlord for the term and upon the terms, covenants, conditions and provisions set forth herein all that tract of land located at 290 National Road, West Whiteland Township, Chester County, PA (herein called the “Lot”) and legally described on Exhibit “A’ attached hereto together with the building containing approximately 90,364 rentable square feet (herein called the “Building”) and improvements to be constructed thereon in accordance with Article 2 hereof (the Lot and the Building and any improvements thereon being herein collectively called the “Premises”). Tenant shall have the sole right to utilize the Premises during the Term of the Lease and Landlord will not grant any other interest in the Premises to any other party (other than lenders, as allowed pursuant to the terms of Paragraph 22 below) without the prior written consent of Tenant (not to be unreasonably withheld ).

2. Completion by Landlord. The Premises shall be completed by Landlord in accordance with the plans referenced upon Exhibit B (herein called the “Plans”) and the specifications referenced upon Exhibit C (herein called the “Specifications”) and to the extent required by the work attached hereto as Exhibit “D” (the “Work Letter”) the cost of which shall be reimbursed to Landlord by Tenant in accordance with the terms of Exhibit “D”. As of the date of this Lease, Landlord has commenced construction of the Building and related improvements pursuant to its obligations under the Prior Lease. All work to be completed by Landlord pursuant to this Lease and the Work Letter is referred to as “Landlord’s Work”. Notwithstanding the foregoing, the Landlord shall not within the Expansion Space as shown on Exhibit “A-1”: (i) construct any Tenant improvements as part of the Landlord’s Work for the Premises Fitout, or (ii) construct any interior improvements as part of Landlord’s Work. Tenant agrees to take the Expansion Space in its present “As-Is” and “Where-Is” condition, subject only to Landlord Repair Items (defined below). Tenant shall be responsible for all finish work in the Expansion Space, subject to the Landlord approvals as required in the Work Letter. Landlord will diligently pursue completion of Landlord’s Work, and shall cause the occurrence of Substantial Completion of Landlord’s Work on or before October 27, 2014 (the “Estimated Completion Date”) If Landlord fails to achieve Substantial Completion of Landlord’s Work by the Estimated Completion Date, Tenant shall receive a suspension of Base Rent equal to one day of Base Rent for each day Substantial Completion of Landlord’s Work was delayed beyond the Estimated Completion Date not due to Tenant Delay (as hereinafter defined) and there shall be an extension of the term of this lease for each day for which a suspension against Base Rent has been given. In addition, Tenant shall not be required to pay Impositions attributable to the period following the Estimated Completion Date until the date on which Substantial Completion of Landlord’s Work has occurred. For purposes of this Lease, “Substantial Completion” shall mean (a) Landlord’s Work has been substantially completed in accordance with the plans and

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specifications referenced on Exhibits B and C, except for minor finish and punch-list work that will not prevent the Tenant’s use and occupancy of the Premises, and (b) a certificate of use and occupancy has been issued for the Premises by the Township of West Whiteland. If the date of Substantial Completion is delayed as a result of: (i) changes requested by Tenant to the Plans and Specifications after the date hereof; (ii) Tenant’s failure to complete Tenant’s work in a timely manner; (iii) Tenant’s failure to make payments to Landlord in a timely manner; (iv) Tenant’s actions causing a delay in connection with obtaining necessary governmental approvals or certificates, or (v) as the result of the wrongful actions or omissions of Tenant (“Tenant Delay”), then Substantial Completion will be deemed to have occurred on the date that Substantial Completion would have occurred if not for such Tenant Delay. It is agreed that the suspension of rent and extension of the term shall be Tenant’s exclusive remedy in the event of the failure of Substantial Completion on or before the Estimated Completion Date. All construction shall be done in a good and workmanlike manner and shall comply at the time of completion with all applicable and lawful laws, ordinances, regulations and orders of the federal, state, county or other governmental authorities and private agreements affecting the Premises (collectively, “Governmental Requirements”) having jurisdiction thereof. Landlord hereby warrants and guarantees the Premises against defective workmanship and materials for the one (1) year period following completion of the Premises (including punchlist items), including specifically, without limitation, that (i) the materials and equipment furnished by Landlord’s contractors in the completion of the Premises will be of good quality and new, (ii) the Premises will be constructed in accordance with the final Specifications (as adjusted by approved change orders) in a good and workmanlike manner, (iii) such materials and equipment and the work of such contractors shall be first quality new materials, free from defects not inherent in the quality required or permitted hereunder; and (iv) the Premises shall be delivered to Tenant free of all mechanics’ and materialmen’s liens and encumbrances and in compliance with all legal requirements (“Landlord’s Warranty”). Landlord shall also pass through to Tenant all materialman and equipment warranties for the Premises received by Landlord. Tenant and its authorized agents, employees and contractors shall have the right, at Tenant’s own risk, expense and responsibility, at all reasonable times prior to the Commencement Date as hereinafter defined, to enter the Premises for the purpose of taking measurements and installing its furnishings and equipment; provided that Tenant, in so doing, shall not interfere with or delay the work to be performed hereunder by Landlord, and Tenant shall use contractors and workmen compatible with the contractors and workmen engaged in the work to be performed hereunder by Landlord, and Tenant shall have obtained Landlord’s written consent, not to be unreasonably withheld, conditioned or delayed prior to installing any furnishings or equipment. Prior to the commencement of any work, including, but not limited to any work upon the Expansion Space, Tenant shall furnish to Landlord the certificates of insurance and shall comply with all requirements set forth in the Tenant Construction Insurance Requirements attached as Exhibit E.

3. Term. (a) The term of this Lease shall commence on July 15th, 2014 (herein called the “Commencement Date”). Unless sooner terminated or extended in accordance with the terms hereof, the term of this Lease (the “Term”) shall end without the necessity for notice from either party to the other at 12:01 a.m. local time on the twelfth (12th) anniversary of the first date of the first full calendar month following the Commencement Date (herein called the “Expiration Date”).

(b) Early Occupancy. Tenant and its authorized agents, employees and contractors shall, at all reasonable times following the date of this Lease, have the right, at Tenant’s own risk, expense and responsibility, to occupy the Premises for the performance of Tenant’s Work, provided that in so doing Tenant shall not interfere with or delay any work to be performed by Landlord regarding construction of Landlord’s Work. Landlord agrees to reasonably cooperate with Tenant to allow for the performance of Tenant’s Work. If Tenant occupies the Premises for the performance of Tenant’s Improvement Work prior to the Commencement Date, Tenant shall abide by the terms and conditions of this Lease including payment of Impositions, insurance premiums and the cost of repairs and maintenance, or any sums designated herein as additional rent, as if the term of this Lease had already commenced, except that Tenant shall have no obligation to pay Base Rent until the Commencement Date.

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(c) Renewal Term.

(i) Tenant shall have the option (the “Renewal Option”) to renew this Lease for three (3) additional terms of five (5) years each (each a “Renewal Term”). The Renewal Option shall be exercised by giving Landlord written notice (the “Option Notice”) at least two hundred seventy (270) days prior to the end of the original term of this Lease or the then current Renewal Term. The Renewal Term shall be on the same terms and conditions as set forth in this Lease, except those regarding the payment of minimum annual rent for the Renewal Term which shall be ninety-five percent (95%) of the then fair market rent payable for similar industrial space in the Exton, PA area (“Fair Market Rent”) in its shell condition (Fair Market Rent shall not take into account any increase in the rental value of the Premises associated with any improvements to the space beyond the shell). However, in no event shall the minimum annual rent for the first lease year of a Renewal Term be less than One Hundred three percent (103%) of the minimum annual rent payable for the last lease year of the original term or the last year of the applicable prior Renewal Term. Based upon the first lease year’s rent of each Renewal Term, the minimum annual rent for each remaining lease year of each Renewal Term shall increase by three percent (3%) each year commencing on the anniversary of the prior lease year. In the event Tenant exercises the Renewal Option, “Term” shall be defined to include such extension. In the event Tenant shall desire to enter into a lease for the Premises beyond the Renewal Terms, Landlord and Tenant mutually reserve the right to renegotiate the terms and conditions of such lease.

(ii) Determination of Fair Market Rent.

(1) In the event Tenant elects to exercise a Renewal Option, then during the period (the “Analysis Period”) beginning on the date of exercise and ending thirty (30) days thereafter, the parties shall, in good faith, attempt to determine and agree upon the Fair Market Rent.

(2) In the event that Landlord and Tenant are unable, within the Analysis Period, to agree upon the Fair Market Rent, the Fair Market Rent shall be determined by the following appraisal mechanism: During the first two weeks following the Analysis Period, Landlord and Tenant shall attempt to agree upon a single appraiser who shall be MAI certified and have a minimum of five (5) years experience in the greater Exton area in real estate leasing or appraisal of leases in similar industrial buildings in the greater Exton area and who has not conducted within the previous three years, does not presently conduct, and does not anticipate conducting, a material amount of business with either Landlord or Tenant or their Affiliates or lenders, or otherwise has a financial interest in or with either Landlord or Tenant or their Affiliates and who is otherwise independent (the “Appraiser Qualifications”). If Tenant and Landlord are unable to agree upon a single appraiser within said two week period, then Landlord and Tenant shall draw by lot to determine which of them (the “First Party”) within the following seven (7) days shall provide the other party (the “Second Party”) with the names and qualifications of three (3) appraisers who are acceptable to the First Party and who meet the Appraiser Qualifications. Such list shall be accompanied by a statement of all business conducted by each such proposed appraiser with the First Party within the previous three years. The Second Party within fifteen (15) days thereafter shall select one of the three (3) appraisers and shall notify the First Party in writing of its selection. The appraiser so selected shall be the appraiser hereunder. The parties shall share equally in the cost of the appraiser.

(3) Within fifteen (15) days following the selection of the appraiser, Landlord and Tenant shall each notify the other (but not the appraiser) of their determination of the Fair Market Rent. During the next seven (7) days, both Landlord and Tenant shall prepare a written critique of the other’s determinations and on the seventh day Landlord and Tenant shall deliver to each other their written critiques. On the tenth (10th) day following delivery of the critiques to each other, Landlord’s and Tenant’s determinations (as originally submitted to the other party, with no modifications or additions whatsoever permitted) and Landlord’s and Tenant’s critique shall be submitted to the appraiser. On and not before the fifteenth (15th) day thereafter, the appraiser shall determine the Fair Market Rent. Absent manifest error, the appraiser’s decision shall be final, conclusive and binding on Landlord and Tenant.

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4. Use of Premises. Tenant shall have the right to use the Premises for manufacturing, testing, assembling and selling of all lawful products, including, without limitation, measuring and testing equipment and general office space (the “Permitted Use”). Landlord hereby agrees that the Permitted Use and the improvements contemplated to be constructed are allowed by all Governmental Requirements.

5. Minimum Annual Rent.

(a) Minimum Annual Rent. Tenant shall pay a minimum annual rent of Six Hundred Seventeen Thousand Eight Hundred Eighty dollars ($617,880.90), or $8.45 per square foot for 73,122 square feet of the Building and no minimum annual rent for 17,242 square feet of the Building, without notice or demand, and without setoff, in equal monthly installments of Fifty-one Thousand Four Hundred Ninety dollars and eight cents ($51,490.08) in advance, on the fifteenth day of each calendar month during the first year of the Term of this Lease. Minimum annual rent is sometimes referred to as “Base Rent” in this Lease. During the second year of the Term of this Lease, Tenant shall pay, in advance, Base Rent in the amount of Seven Hundred Eleven Thousand One Hundred Sixty-four dollars and ten cents ($711,164.10), without notice or demand, and without setoff as follows: (i) for the first six (6) months: in equal monthly amounts of Fifty-three Thousand Thirteen dollars and forty-five cents ($53,013.45), or $8.70 per square foot for 73,122 square feet of the Building and no Base Rent for 17,242 square feet of the Building (the “Expansion Space”) on the first day of each calendar month, and (ii) for the second six months: in equal monthly amounts of Sixty-five Thousand Five Hundred Thirteen dollars and ninety cents ($65,513.90), or $8.70 per square foot for the 90,364 square feet of the Building on the first day of each calendar month. Provided, however, that Base Rent for the first full month shall be paid upon the signing of this Lease. If the Commencement Date shall fall on a day other than the first day of a calendar month, the rent shall be apportioned pro rata on a per diem basis for the period between the Commencement Date and the first day of the following calendar month and such apportioned sum shall be paid on such Commencement Date. In addition, Tenant shall pay Landlord without setoff the additional rent as hereinafter set forth (sometimes referred to as “Additional Rent”). Unless otherwise specifically provided, all sums shall be paid to Landlord by electronic funds transfer at the Financial Institution of Landlord’s choice which shall be identified to Tenant by Landlord prior to the Commencement Date. Tenant shall be entitled to rely on written direction from Gregory M. Walters or Charles Lyddane as Landlord’s agent, with respect to such election by Landlord.

(b) Adjustment. Base Rent shall be adjusted at the end of the first lease year and at the end of each succeeding lease year, effective the first day of the next succeeding lease year. The adjustment shall be calculated as follows:

(i) The increase shall be 3% per lease year, for the balance the original term of the Lease as specified in Exhibit F of this Lease.

(ii) In addition, the increase during a Renewal Term shall be a minimum of 3% per lease year.

6. Taxes and Other Impositions.:

(a) Payment. As additional rent hereunder, prior to the date on which any fine, penalty, interest or cost may be added thereto for the non-payment thereof (or sooner if elsewhere herein required), Tenant shall pay throughout the Term of this Lease all levies, taxes, assessments, water and sewer rents and charges, liens, license and permit fees, charges for public utilities and all other charges, imposts or burdens, general or special, foreseen or

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unforeseen, whether or not particularized by name, ordinary or extraordinary, which are applicable to the term of this Lease, and which are created, levied, assessed, confirmed, adjudged, imposed or charged by any federal, state or municipal government or public authority, or under any law, ordinance or regulation thereof, or pursuant to any recorded covenants or agreements (all of which are hereinafter referred to as “Impositions”) upon or with respect to the Premises, the Lot or any improvements made thereto, any part of the foregoing, or any appurtenances thereto or directly upon this Lease or the rent payable hereunder or amounts payable by any subtenants or other occupants of the Premises, or upon this transaction or any related documents to which Tenant is a party or successor in interest, or against Landlord because of Landlord’s estate or interest herein. Landlord and Tenant will reasonably cooperate with one another to cause invoices related to any of the foregoing to be mailed directly to Tenant (with a copy to Landlord), and each of Landlord and Tenant will promptly deliver a written notice of any such invoices received by such party (along with a copy of the actual invoice). If Tenant is permitted by the assessing and collecting authorities and elects to pay any Imposition in installments, Tenant shall, nevertheless, pay all unpaid installments thereof prior to the expiration or sooner termination of the term of this Lease, whether or not such installments are then due or payable. Tenant shall pay each Imposition directly to the government or other public authority charged with the collection of such Imposition and shall furnish Landlord, not later than ten (10) days prior to the last day upon which they may be paid without any fine, penalty, interest or cost, receipts or other evidence satisfactory to Landlord of the payment of such Imposition. Nothing herein shall be deemed to create an obligation of Tenant to pay any costs or expenses (including, without limitation, those described in this Paragraph) assessed against Landlord in connection with completion by Landlord of Landlord’s Work, such as permit fees, sales tax upon materials incorporated into Landlord’s Work.

(b) New Methods of Taxation. Nothing herein contained shall be interpreted as requiring Tenant to pay any income, excess profits, transfer, sales, revenue, corporate capital stock, franchise or margin tax imposed or assessed upon Landlord; Landlord shall timely pay all such taxes without reimbursement by Tenant. In addition, Tenant shall not be required to pay any increase in taxes due to a reassessment performed as a result of the sale or transfer of the Property during the initial Term of this Lease. Taxes payable by Tenant shall be calculated solely on any normal and ordinary increases in assessment valuation for the Property.

(c) Monthly Deposits. Notwithstanding the foregoing provisions of this Article 6, Landlord shall have the right, at its option, to require Tenant to pay to Landlord (or to any mortgagee as directed by Landlord), at the time when the monthly installment of minimum rent is payable, an amount equal to one-twelfth (1/12th) of the annual Impositions as reasonably estimated by Landlord. If Landlord elects to have Tenant make such payments, Tenant also shall pay to Landlord or to such mortgagee, as the case may be, at least thirty (30) days before any fine, penalty, interest or cost may be added thereto for the non-payment thereof, the amount by which the Impositions becoming due exceed the monthly payments on account thereof previously made by Tenant. The amounts paid by Tenant pursuant to this Paragraph (c) shall be used to pay the Impositions, but such amounts shall not be deemed to be trust funds and no interest shall be payable thereon. If Landlord elects to have Tenant make such payments, within one hundred twenty (120) days after the end of each calendar year, Landlord shall submit to Tenant a statement of the actual amount of Impositions for such calendar year, and the actual amount owed by Tenant, and within thirty (30) days after receipt of such statement, Tenant shall pay any deficiency between the actual amount owed and the estimates paid during such calendar year, or in the event of overpayment, Landlord shall credit the amount of such overpayment toward the next installment of rent owed by Tenant or remit such overpayment to Tenant within thirty (30) days if the Term has expired or has been terminated. The obligations in the immediately preceding sentence shall survive the expiration or any earlier termination of this Lease. If the Commencement Date shall fall on other than the first day of the calendar year, and/or if the Expiration Date shall fall on other than the last day of the calendar year, the Impositions for such calendar year shall be apportioned prorata. Landlord may correct any statement of expense for twelve (12) months after it is initially issued (but not later).

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(d) Contest by Landlord. Landlord may bring proceedings to contest the validity or amount of any Imposition or to recover payments therefor. Tenant shall reasonably cooperate with Landlord (at no cost to Tenant) with respect to such proceedings to the extent reasonably necessary. Landlord shall provide copies of bills for contested Impositions promptly upon Landlord’s receipt of the same. If Landlord does not elect to contest Impositions for a particular period during the Term, Tenant may request that Landlord contest such Impositions by written notice to Landlord given, if at all, within sixty (60) days following Tenant’s receipt of the statement delivered by Landlord to Tenant. Landlord may then elect either to contest such taxes or to allow Tenant to so contest such taxes subject to Landlord’s reasonable approval of the firm or individual hired to conduct such contest. In either case, Tenant shall be responsible for all costs of contesting such taxes including any out of pocket expenses incurred by Landlord in connection with such contest.

7. Insurance.

(a) Types. Tenant, at Tenant’s sole cost and expense, shall maintain and keep throughout the term with policies from an insurer and in a form and substance, all reasonably satisfactory to Landlord:

(i) Casualty. insurance against loss and damage to the Building and all other improvements now or hereafter located on the Premises by fire and such other casualties as may be included in the broadest form of all-risk insurance from time to time available, in an amount equal the full insurable replacement value of the Building and the improvements, the policy to have attached thereto replacement cost, agreed amount and rental coverage endorsements or comparable forms of coverage; the policy of insurance described in this Paragraph 7 (i) shall name Landlord as the insured, and in addition shall contain a standard mortgagee endorsement in favor of all mortgagees, or at the election of any mortgagee, any reasonable variation of such endorsement. Notwithstanding the foregoing, Tenant shall be the named insured and loss payee with respect to insurance covering Tenant Restoration Items (defined in Paragraph 16 below).

(ii) Liability. insurance against liability for bodily injury (including death) or property damage in or about the Premises under a policy of comprehensive general liability insurance, with such limits as to each as may be reasonably required by Landlord from time to time, but not less than $1,000,000 Per Occurrence and $2,000,000 Aggregate and an Umbrella Policy with a limit of $1,000,000. The policies of comprehensive general liability and Umbrella insurance described in this Paragraph 7 (ii) shall name Landlord , Tenant and any Landlord mortgagee as Additional Insured.

(iii) Other Insurance. Boiler insurance, plate glass insurance, war risk insurance (when available), and such other insurance as customarily provided for buildings and improvements substantially similar to the Premises in the Exton, PA area in reasonable amounts as may be specified from time to time by Landlord or any mortgagee. The policies of insurance described in this Paragraph 7 (iii) shall name Landlord as the insured, and in addition shall contain a standard mortgagee endorsement in favor of all mortgagees, or at the election of any mortgagee, any reasonable variation of such endorsement. Notwithstanding the foregoing, Tenant shall be the named insured and loss payee with respect to insurance covering Tenant Restoration Items.

(iv) Lender Required Insurance. Any other reasonable insurance coverage that may be required from time to time by any mortgagee or that may be required generally by institutional lenders. The policies of insurance described in this Paragraph 7 (iv) shall name Landlord as the insured, and in addition shall contain a standard mortgagee endorsement in favor of all mortgagees, or at the election of any mortgagee, any reasonable variation of such endorsement. Tenant shall not be required to carry insurance for the benefit of any such lenders (or Landlord) respecting Tenant Restoration Items.

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(c) Policies. Each such policy of insurance required by Paragraph (a) of this Article shall provide that it shall not be cancelable without at least thirty (30) days prior written notice to Landlord and to any mortgagee named in an endorsement thereto and shall be issued by an insurer and in a form satisfactory to Landlord. Each policy shall have an executive notice endorsement or comparable form of coverage attached thereto to the effect that no act or omission of Tenant shall affect the obligation of the insurer to pay the full amount of any loss sustained.

(d) Evidence of Coverage. Within twenty (20) days following the date hereof, the original and a signed duplicate of each policy shall be delivered to Landlord by Tenant. Tenant may carry any insurance required by this Article 7 under a blanket policy , applicable to the Premises, in which event Tenant shall deliver the insurer’s certificates thereof and two certified copies of the underlying policy in lieu of the original, showing all of the terms of such coverage and showing the insured parties as aforesaid. If Tenant shall fail, refuse or neglect to obtain or to maintain any insurance that it is required to provide or to furnish Landlord with satisfactory evidence of coverage on any such policy, and such failure continues for ten (10) days following written notice of such failure by Landlord to Tenant, Landlord shall have the right to purchase such insurance. All such payments made by Landlord shall be recoverable by Landlord from Tenant, together with interest thereon, as additional rent promptly upon being billed therefor.

(e) Waiver of Subrogation. Each of the parties hereto hereby releases the other, to the extent of the releasing party’s insurance coverage, from any and all liability for any loss or damage covered by such insurance which may be inflicted upon the property of such party even if such loss or damage shall be brought about by the fault or negligence of the other party, its agents or employees; provided, however, that this release shall be effective only with respect to loss or damage occurring during such time as the appropriate policy of insurance shall contain a clause to the effect that this release shall not affect said policy or the right of the insured to recover thereunder. If any policy does not permit such a waiver, and if the party to benefit therefrom requests that such a waiver be obtained, the other party agrees to obtain an endorsement to its insurance policies permitting such waiver of subrogation if it is available. If an additional premium is charged for such waiver, the party benefiting therefrom agrees to pay the reasonable amount of such additional premium promptly upon being billed therefor.

8. Repairs and Maintenance.

(a) Subject to the obligations of Landlord to cause the completion of Landlord Repair Items at its own cost and expense, Tenant, at its sole cost and expense and throughout the Term of this Lease, shall keep and maintain the Building and the other improvements on the Premises and any sidewalks, parking areas, curbs, and access ways upon or adjoining the Premises in good order and condition and shall promptly make all repairs necessary to keep and maintain such good order and condition, whether such repairs are interior or exterior, ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen. Tenant shall not use or permit the use of any portion of the Property for outdoor storage if doing so would be a violation of Governmental Requirements. When used in this Article 8, the term “repairs” shall include replacements and renewals when necessary. All repairs made by Tenant shall utilize materials and equipment which are at least equal in quality and usefulness to those originally used in constructing the Building and the Premises. Tenant shall maintain all systems in the Premises. Tenant shall pay all costs of maintenance of all systems in the Premises. Notwithstanding the other provisions of this Lease, Tenant shall not be required to make any capital repairs or capital replacements during the final two (2) years of the Lease. If there is the need to make capital improvements to the Premises after the date of this Lease that are required under any governmental law or regulation that was not applicable to the Premises at the date of this Lease or such capital improvements are attributable to a modification to the Premises requested by Tenant or made by Tenant after the date of this Lease (a “Code Modification”), then Tenant shall cause the completion of the Code Modification and the cost shall be amortized over

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(b) Landlord, throughout the Term of this Lease shall, at its sole cost and expense (without pass-through to Tenant) make all necessary repairs to the roof, floor slab, footings and foundations and the structural steel columns and girders forming a part of the Premises (other than portions that were included in the Tenant Improvement Work) provided, however, that Landlord shall have no responsibility to make any repair unless and until Landlord receives written notice of the need for such repair. “Landlord Repair Items” are (i) repairs to be made by Landlord under this Paragraph 8(b), (ii) repairs which are covered by Landlord’s Warranty, (iii) repairs required to correct any latent defects or original design defects in the Building shell and Building systems construction, labor or materials as part of Landlord’s Work in connection with construction of the Building shell and (iv) repairs required due to the negligence or willful misconduct of Landlord, and any other item specifically designated as a Landlord Repair Item elsewhere in this Lease. Landlord shall be required to promptly cause the correction of any Landlord Repair Item at its own cost without recoupment from Tenant unless such repair is made necessary because of Tenant’s wrongful or negligent acts or omissions or acts and omissions not intended in the design and engineering of the Building.

(c) Tenant shall keep and maintain all portions of the Premises and any sidewalks, parking areas, curbs and access ways adjoining the Property in a clean and orderly condition, free of accumulation of dirt, rubbish, snow and ice, and shall keep and maintain all landscaped areas in a neat and orderly condition by performing all necessary tasks including, but not limited to, grass cutting, seeding, watering, weeding and replacing any dead or diseased plantings.

9. Utility Charges. From and after the occurrence of Substantial Completion of Landlord’s Work (but not before), Tenant shall be solely responsible for and shall pay promptly all rents, costs and charges for water service, sewer service, gas, electricity, light, heat, steam, power, telephone and other communication services, and any and all other utilities or services rendered to or servicing the Premises. Notwithstanding the foregoing, in the event Tenant uses or occupies all or a portion of the Premises prior to the Substantial Completion of Landlord’s Work, Tenant shall pay all of the foregoing rents, costs and charges attributable to Tenant’s occupancy.

10. Net Lease. Except for the obligations of Landlord expressly set forth herein, this Lease is a net lease and Landlord shall receive the minimum annual rent as hereinabove provided as net income from the Premises, not diminished by any Imposition or any expenses or charges required to be paid to maintain and carry the Premises or to continue the ownership of Landlord other than payments under any mortgages now existing or hereafter created by Landlord, and Landlord is not and shall not be required to render any services of any kind to Tenant; provided that Tenant shall not be required to reimburse Landlord for its ownership costs related to the Premises if not specifically provided herein (for instance, Tenant shall not be required to pay for, or reimburse Landlord for, a management fee related to the Premises). However, to the extent Landlord agrees to perform management or construction services for Tenant related to the Premises, Tenant shall pay to Landlord a reasonable fee for such services plus six percent (6%).

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11. (a) Governmental Regulations. Without limiting the generality of the foregoing, Tenant shall comply with the requirements of (a) the Occupational Safety and Health Act (and all regulations promulgated thereunder), and (b) the Americans with Disabilities Act (and all regulations promulgated thereunder), as the same may be amended from time to time (collectively, the “Act”). Notwithstanding the foregoing, Landlord, at its sole cost and expense, shall be responsible for causing any work completed by it pursuant to this Lease to comply with Title III of the Americans With Disabilities Act of 1990 (the “ADA”), or the regulations promulgated thereunder (as said Title III is in effect and pertains to the general public), as of the Lease Commencement Date (and any modification to the Premises required due to a failure by Landlord to have done so shall be deemed a Landlord Repair Item ). The Act may require, among other things, that the Premises be designed to remove architectural barriers so that the Premises will be readily accessible to people with disabilities, on the same basis as the Premises are accessible to those without such disabilities. The foregoing obligation of Tenant shall not however permit Tenant to make, without Landlord’s prior written approval, any alterations to the Premises which otherwise would require Landlord’s approval under this Lease, and Tenant shall comply with all of the requirements of this Lease in making any such alterations.

(b) Hazardous Materials.

“Hazardous Substance” shall mean any hazardous or toxic substance, material or waste which is or becomes regulated by any local, state or federal governmental authority having jurisdiction. The term “Hazardous Substance” includes, without limitation, any material or substance which is (i) designated as a “hazardous substance” pursuant to Section 311 of the Federal Water Pollution Control Act (33 U.S.C. Section 1317), (ii) defined as a “hazardous waste” pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq. (42 U.S.C. Section 6903), (iii) defined as a “hazardous substance” pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq. (42 U.S.C. Section 9601), (iv) petroleum or (v) asbestos or asbestos-containing materials.

Tenant shall not cause or suffer or allow any Hazardous Substances, to be brought upon, kept, used, discharged, deposited or leaked in or about the Premises by Tenant or any of Tenant’s contractors, employees or invitees or by anyone in the Premises (other than Landlord or its agents, employees or contractors) (“Tenant Parties”), except to the extent such Hazardous Substances are customarily kept or used by typical office tenants. If Tenant or its agents discharge Hazardous Substances upon the Premises which results in contamination of the Premises , then Tenant shall indemnify, defend and hold Landlord harmless from any and all claims, judgments, damages, penalties, fines, costs, liabilities, expenses and losses (including, but not limited to,, diminution in value of the Premises using a fair market appraisal of the Landlord’s interest in the Premises, damages for the loss or restriction on use of leasable space or of any amenity of the Building, damages arising from any adverse impact on marketing of space and sums paid in settlement of claims, attorneys’ fees, consultant fees and expert fees) which arise during or after the Term as a result of such contamination. This indemnification shall include, without limitation, costs incurred in connection with any investigation of site conditions or any clean-up, remedial, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of any Hazardous Substance present in the soil or groundwater on or under the Premises. Tenant’s obligations hereunder shall survive the termination or expiration of this Lease.

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Landlord represents and warrants to Tenant, to the best of Landlord’s knowledge based upon that certain Phase I Environmental Site Assessment 290 National Road Exton Pennsylvania prepared by ePhase and dated April 26, 2007 and revised June 14, 2013, that as of the Commencement Date the Premises does not contain Hazardous Materials in excess of legally permitted maximum thresholds. If at any time it is determined that the Premises is contaminated with Hazardous Materials (whether caused before or after the date on which the parties entered in to this Lease), so long as such contamination is not caused by Tenant or Tenant Parties, Landlord will, at its sole cost and expense, diligently pursue such remediation activities for any contamination as required by law (“Remediation Activities”); such Remediation Activities shall be deemed Landlord Repair Items and the costs thereof shall not be charged to Tenant. Landlord’s obligations pursuant to this paragraph shall survive the expiration or termination of this Lease, and Landlord shall indemnify Tenant with respect to any costs that Tenant must incur in connection with Remediation Activities to comply with legal requirements so long as Tenant has not caused the environmental condition necessitating the Remediation Activities.

Landlord and Tenant will immediately notify the other of any violation of any environmental laws or the release or suspected release of Hazardous Materials in, under or about the Premises of which such party has actual knowledge, and both parties shall immediately deliver to the other a copy of any notice, filing or permit sent or received with respect to the foregoing. Landlord hereby represents and warrants to Tenant that Landlord has provided Tenant with copies of all environmental reports or assessments related to the Premises prepared for Landlord or in the possession of Landlord or Landlord’s property manager. Notwithstanding the foregoing, if the Remediation Activities (a) result in the Premises being unusable for the reasonable conduct of Tenant’s business, (b) are not necessitated by the wrongful acts or omissions of Tenant or Tenant Parties, and (c) continue for more than three (3) consecutive business days after Tenant notifies Landlord, then Tenant shall be entitled to a reasonable abatement of Rent (to the extent the Premises is unusable for the reasonable conduct of Tenant’s business) accruing from and after the expiration of such three (3) consecutive business day period and continuing for so long as Tenant is so prevented from using the Premises. If the Premises are unusable by Tenant for one hundred twenty (120) or more days, then Tenant shall have the right to terminate this Lease.

12. Signs. Except for signs which are located wholly within the interior of the Premises and which are not visible from the exterior of the Premises, no signs shall be placed, erected, maintained or painted at any place upon the Premises without the prior written consent of Landlord as to the size, design, color, location, content, illumination, composition or material and mobility thereof. However, Landlord agrees to timely approve such Tenant exterior signage that is in compliance with the requirements of all governmental authorities. Landlord will review and approve such signage that is in compliance with the requirements of this Article and such signage shall be described and depicted on an Exhibit to be attached hereto. All signs shall be maintained by Tenant in good condition during the term of this Lease, and Tenant shall remove all signs at the termination of this Lease and shall repair and restore any damage caused by the installation or removal thereof, reasonable wear and tear excluded. In the event Tenant shall fail to adequately and reasonably maintain or repair its signage (including but not necessarily limited to, the sign causing damage, deterioration, discoloration or staining to the Building) Landlord shall have the right to make such repairs or maintenance and Tenant shall pay to Landlord as additional rent the reasonable cost of such repairs or maintenance promptly upon being billed therefor. Landlord will assist with, but Tenant shall be solely responsible for obtaining all governmental approvals associated with its signage. In addition, Tenant shall be solely responsible for all sign permit and/or license fees and all costs and expenses associated with Tenant’s signage.

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13. Alterations, Additions and Fixtures.

(a) Subject to the provisions of Article 14 hereof, Tenant shall have the right to install in the Premises any trade fixtures from time to time during the Term of this Lease; provided, however, that no such installation or removal thereof shall adversely affect the structural portion of the Building and that Tenant shall repair and restore any damage or injury, if any, to the Premises caused thereby.

(b) Any and all alterations, improvements and additions to the Premises which are constructed, installed or otherwise made by Tenant shall be the property of Tenant until the expiration or sooner termination of this Lease; at that time all such alterations and additions shall remain on the Premises and become the property of Landlord without payment therefor by Landlord; unless, if requested by Tenant in writing at the time Landlord approves installation of the improvements, Landlord also gives written notice to Tenant whether it will be required to remove the same; in which event at the expiration or termination of this Lease Tenant will remove such alterations, improvements and additions, and repair and restore any damage to the Premises caused by the installation or removal thereof if required by Landlord. In no event shall Tenant be required to remove approved Tenant’s Work or any of the improvements installed by Landlord in connection with this Lease. Tenant agrees to pay Landlord’s out of pocket costs plus a reasonable administrative fee comparable to similar fees in the Exton, Pennsylvania area of six percent (6%) in connection with the review of Tenant’s plans and specifications and obtaining Landlord’s consent to Tenant’s proposed alterations, improvements or additions to the Premises, including the initial Tenant improvements to the Expansion Space upon receipt of an invoice or invoices therefor which shall be additional rent.

14. Mechanics’ Liens. Tenant shall promptly pay any contractors and materialmen who supply labor, work or materials to Tenant at the Premises so as to minimize the possibility of a lien attaching to the Premises or the Lot. Tenant shall take all steps permitted by law in order to avoid the imposition of any mechanic’s, laborer’s or materialman’s lien upon the Premises or the Lot. Should any such lien or notice of lien be filed for work performed for Tenant other than by Landlord, Tenant shall bond against or discharge the same within fifteen (15) business days after the lien or claim has been issued regardless of the validity of such lien or claim. Nothing in this Lease is intended to authorize Tenant to do or cause any work or labor to be done or any materials to be supplied for the account of Landlord, all of the same to be solely for Tenant’s account and at Tenant’s risk and expense. Throughout this Lease the term mechanic’s lien is used to include any lien, encumbrance or charge levied or imposed upon the Premises or the Lot or any interest therein or income therefrom on account of any mechanic’s, laborer’s or materialman’s lien or arising out of any debt or liability to or any claim or demand of any contractor, mechanic, supplier, materialman or laborer and shall include without limitation any mechanic’s notice of intention given to Landlord or Tenant, any stop order given to Landlord or Tenant, any notice of refusal to pay naming Landlord or Tenant and any injunctive or equitable action brought by any person entitled to any mechanic’s lien.

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15. Landlord’s Right of Entry.

(a) Tenant shall permit Landlord and the authorized representatives of Landlord and of any mortgagee or any prospective mortgagee to enter the Premises at all reasonable times after providing at least twenty-four (24) hours prior notice to Tenant and confirmation by Tenant (except in the event of an emergency) for the purpose of (i) inspecting them or (ii) making any necessary repairs thereto and performing any work therein. Except as otherwise provided herein, during the progress of any work on the Premises Landlord will attempt not to inconvenience Tenant. If, due to the above-described entry and activities by Landlord a disturbance occurs which results in the Premises being unusable for the reasonable conduct of Tenant’s business, then Tenant shall be entitled to a reasonable abatement of Rent (to the extent the Premises is unusable for the reasonable conduct of Tenant’s business) continuing for so long as Tenant is so prevented from using the Premises.

(b) Landlord shall have the right at all reasonable times after providing at least twenty-four (24) hours prior notice to Tenant and confirmation by Tenant to enter and to exhibit the Premises for the purpose of sale or mortgage, and, during the last nine (9) months of the term of this Lease, to enter and to exhibit the Premises to any prospective tenant excepting any areas which may contain proprietary business fixtures, equipment, documents, plans, drawings, prototypes or files.

16. Damage by Fire or Other Casualty.

(a) If the Premises or Building shall be damaged or destroyed by fire or other casualty, Tenant shall promptly notify Landlord, and Landlord shall, subject to any mortgagee’s consent, repair, rebuild or replace such damage and shall repair, rebuild or replace such damage and restore the Premises to substantially the same condition in which they were immediately prior to such damage or destruction.

(b) The work shall be commenced promptly and completed with due diligence, taking into account the time required by Landlord to effect a settlement with, and procure insurance proceeds from, the insurer, and for delays beyond Landlord’s reasonable control.

(c) The net amount of any insurance proceeds (excluding proceeds received pursuant to a rental coverage endorsement) recovered by reason of the damage or destruction of the Property in excess of the cost of adjusting the insurance claim and collecting the insurance proceeds (such excess amount being hereinafter called the net insurance proceeds) shall be applied towards the full cost of restoration and Tenant shall pay for any shortfall. If the net insurance proceeds are more than adequate, the amount by which the net insurance proceeds exceed the cost of restoration will be retained by Landlord or applied to repayment of any mortgage secured by the Premises. Notwithstanding the foregoing, in the event that (i) Landlord’s lender will not make insurance proceeds available to Landlord in a sufficient amount to allow for the full restoration of the Premises (other than Tenant Restoration Items) or (ii) the Premises, other than Tenant Restoration Items are, in the reasonable opinion of Landlord, so destroyed that they cannot be repaired or rebuilt within one hundred twenty (120) days after the date of such damage, then Landlord shall give written notice to Tenant of such determination (the “Determination Notice”) within thirty (30) days of such casualty, then either Landlord or Tenant may terminate and cancel this Lease effective as of the date of such casualty by giving written notice to the other party within thirty (30) days after Tenant’s receipt of the Determination Notice. Upon the giving of such termination notice, all obligations hereunder with respect to periods from and after the effective date of termination shall thereupon cease and terminate. If no such termination notice is given, Landlord shall, to the extent of the available insurance proceeds (shortfall in proceeds due to a failure by Landlord’s lender to make proceeds available to Landlord shall be paid by Landlord unless such shortfall was specifically identified in the Determination Notice), make such repair or restoration of the Premises (other than Tenant Restoration Items) to the approximate condition existing prior to such casualty, promptly and in such manner as not to unreasonably interfere with Tenant’s use and occupancy of the Premises (if Tenant is still occupying the Premises). Notwithstanding the foregoing, in the event that Landlord is unable to substantially repair or restore the Premises (other than the Tenant Restoration Items) in

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accordance with the Determination Notice on or before the date which is the one hundred eightieth (180^th) day after such casualty as may be extended by Force Majeure Delay for up to sixty (60) days, Tenant may, at its option terminate this Lease by written notice to Landlord given within thirty (30) days following the expiration of such period, and thereafter neither Landlord nor Tenant shall have any further obligation hereunder except those which would otherwise survive a termination of the Lease.

(d) Landlord’s obligation or election to restore the Premises under this Article shall not include the repair, restoration or replacement of the Premises Fitout Work and the Tenant Improvement Work (as such terms are defined in the Work Letter) and fixtures, improvements, alterations, furniture or any other property owned, installed, made by, or in the possession of Tenant (collectively, “Tenant Restoration Items”). Notwithstanding the other provisions of this Lease, to the extent any insurance proceeds are explicitly, pursuant to the terms of their associated insurance policies, solely and directly attributable to Tenant Restoration Items, such insurance proceeds shall be paid to Tenant subject only to the rights of Landlord’s mortgagee, if any.

(e) Landlord shall maintain a rent loss insurance policy and Tenant shall reimburse Landlord in advance for the reasonable cost thereof plus an administrative fee of six percent (6%) on an annual basis, not later than thirty (30) days after the date of Landlord’s invoice therefor such reimbursement to be deemed additional rent. Tenant will receive an abatement of its minimum annual rent and all additional rent (including but not limited to payment of Impositions and Tenant’s Proportionate Share of the Operating Expenses) to the extent covered by such rent loss insurance policy and during all times that the Premises or any part thereof cannot be used for the reasonable operation of Tenant’s business (other than Tenant Restoration Items), except to the extent that Landlord’s failure to restore any such portion of the Premises is directly attributable to the failure by Tenant to maintain the insurance coverages required by the terms of this Lease

17. Non-Abatement of Rent. Except as otherwise expressly provided in this Lease there shall be no abatement or reduction of the minimum rent, additional rent or other sums payable hereunder for any cause whatsoever, and this Lease shall not terminate, and Tenant shall not be entitled to surrender the Premises.

18. Mutual Indemnification. Except to the extent caused by the negligence or willful misconduct of Tenant or any Tenant Related Parties, Landlord shall indemnify, defend and hold Tenant, its trustees, members, principals, beneficiaries, partners, officers, directors, employees and agents (“Tenant Related Parties”) harmless against and from all Losses which may be imposed upon, incurred by or asserted against Tenant or any of the Tenant Related Parties by any third party and arising out of (a) any negligence or willful misconduct of Landlord, the Landlord Related Parties or any of Landlord’s contractors; (b) any acts or omissions of Landlord, the Landlord Related Parties or any of Landlord’s contractors occurring during the performance of any demolition, construction, repair or maintenance work in the Building; or (c) any breach of this Lease by Landlord.

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19. Condemnation. (a) If any portion of the Premises or parking or points of access to the Property are taken or condemned for a public or quasi-public use, and the ability to utilize the Premises for Tenant’s Permitted Use is materially and adversely affected then each of Landlord and Tenant shall have the right to terminate this Lease effective as of the date of such taking by giving written notice to the other party within thirty (30) days after such taking. Upon the giving of such termination notice, all obligations hereunder with respect to periods from and after the effective date of termination shall thereupon cease and terminate. If no such termination notice is given, Landlord shall, to the extent of the available condemnation proceeds, make such repair or restoration of the Premises as nearly as reasonably possible to the approximate condition existing prior to such taking, promptly and in such manner as not to unreasonably interfere with Tenant’s use and occupancy of the Premises (if Tenant is still occupying the Premises). Notwithstanding the foregoing, in the event that Landlord is unable to substantially repair or restore the Premises in accordance with the Condemnation Determination Notice on or before the date which is one hundred twentieth (120^th) day after such taking, as may be extended by Force Majeure Delay for up to sixty (60) days, Tenant may, at its option and as its sole remedy, terminate this Lease by written notice to Landlord given within thirty (30) days following the expiration of such period, and thereafter neither Landlord nor Tenant shall have any further obligation hereunder except those which would otherwise survive a termination of the Lease. In the event of a termination as described above, the Base Rent herein reserved and all Additional Rent and other sums payable hereunder shall be apportioned and paid in full by Tenant to Landlord to that date, all Base Rent, Additional Rent and other sums payable hereunder prepaid for periods beyond that date shall forthwith be repaid by Landlord to Tenant, and neither party shall thereafter have any liability hereunder, except that any obligation or liability of either party, actual or contingent, under this Lease which has accrued on or prior to such termination date shall survive.

(b) Award. In the event of a condemnation affecting Tenant, Tenant shall have the right to make a claim against the condemner for the costs of Tenant Restoration Items and removal expenses, business dislocation damages and moving expenses and the costs of fixtures and equipment installed by Tenant; provided and to the extent, however, that such claims or payments do not reduce the sums otherwise payable by the condemnor to Landlord. Except as aforesaid, Tenant hereby waives all claims against the condemnor, and Tenant hereby assigns to Landlord all claims against the condemnor including, without limitation, all claims for leasehold damages and diminution in value of Tenant’s leasehold interest.

20. Quiet Enjoyment. Tenant, unless Tenant is in default which is uncured under this Lease, shall quietly have and enjoy the Premises during the Term of this Lease without hindrance or molestation by anyone claiming by or through Landlord, subject, however, to the exceptions, reservations and conditions of this Lease.

21. Assignment and Subletting.

(a) Restricted Assignment. Tenant shall not assign, mortgage, pledge or encumber this lease, or sublet the whole or any part of the Premises, without the prior written consent of Landlord which consent shall not be unreasonably withheld, conditioned or delayed. This prohibition against assigning or subletting shall be construed to include a prohibition against any assignment or subletting by operation of law, and/or a transfer by any person or persons controlling Tenant on the date of the lease of such control to a person or persons not controlling Tenant on the date of the lease. In the event of any assignment of this Lease made with or without Landlord’s consent, Tenant nevertheless shall remain liable for the performance of all of the terms, conditions and covenants of this Lease and shall require any assignee to execute and deliver to Landlord an assumption of liability agreement in form satisfactory to Landlord including an assumption by the assignee of all of the obligations of Tenant and the assignee’s ratification of and agreement to be bound by all the provisions of this Lease. Landlord shall be entitled to, and Tenant shall promptly

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remit to Landlord, 50% of any profit which may inure to the benefit of Tenant as a result of any subletting of the Premises or assignment after deduction of any expenses related to assignment of this Lease.

(b) Corporate or Partnership Transfers. Tenant shall have the right, without the necessity of obtaining Landlord’s consent, to: (i) assign this Lease to its parent or any wholly owned subsidiary of Tenant or to any entity controlled by or in common control with or controlling Tenant; or (ii) transfer the Lease by assignment, consolidation, or merger to or with, in the reasonable opinion of Landlord a reputable business entity having substantially the same credit worthiness of Tenant as of the date of execution of this Lease. Tenant shall provide reasonable written notice thereof to Landlord, but in no event less than thirty (30) days.

(c) Percentage Agreements. It is agreed that Tenant shall not enter into any assignment, sublease, license, concession or other agreement for use, occupancy or utilization of the whole or any part of the Premises with or without Landlord’s consent, which provides for rental or other payment for such use, occupancy or utilization based, in whole or in part on the net income or profits derived by any person or entity from the space leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported assignment, sublease, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises.

22. Subordination.

(a) This Lease shall be subject and subordinate to the lien of any mortgage, deed of trust or ground lease hereafter placed on all or any part of the Premises, provided that Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in the form acceptable to Tenant executed by the holder thereof (a “Holder”). Upon execution by Tenant, Landlord shall record the SNDA in the appropriate governmental offices for giving notice of interests in real property for the city or county, as the case may be, where the Property is located (the “Recording Office”), at Landlord’s sole cost.

(b) Simultaneously with the execution and delivery of this Lease, Landlord shall deliver to Tenant the SNDA executed by Landlord. Landlord shall deliver the SNDA as executed by the Holder of the first mortgage promptly after Landlord receives this Lease and the SNDA executed by Tenant. Tenant shall execute the SNDA simultaneously with the execution of this Lease. Landlord shall, within ten (10) days after receipt of the fully executed SNDA record the SNDA in the appropriate Recording Office at Landlord’s sole cost.

Tenant shall be entitled to rely upon any notice requesting that Tenant make all future rent payments to a Holder and Tenant shall not be liable to Landlord for any payment made to a Holder in accordance with such notice.

23. Memorandum of Lease; Tenant’s Certificate.

(a) Tenant, at any time and from time to time and within ten (10) business days after Landlord’s written request, shall execute, acknowledge and deliver to Landlord a short form or memorandum of this Lease or estoppel certificate for recording purposes.

(b) Tenant, at any time and from time to time and within ten (10) business days after Landlord’s written request, so long as there are no material and substantial defects in the Premises which Landlord is obligated to remedy and which Landlord is not proceeding to remedy, and so long as Landlord is not otherwise in default of this Lease, shall execute, acknowledge and deliver to Landlord a written instrument in recordable form certifying that this Lease is unmodified and in full force and effect (or, if there have been modifications, that it is in full force and effect as modified and stating the modifications); stating that the improvements required by Article 2 hereof have been

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completed; certifying that Tenant has accepted possession of the Premises; stating the date on which the term of the Lease commenced and the dates to which minimum rent, additional rent and other charges have been paid in advance, if any; stating that to the best knowledge of the signer of such instrument Landlord is not in default of this Lease; stating any other fact or certifying any other condition reasonably requested by Landlord or required by any mortgagee or prospective mortgagee or purchaser of the Premises or any interest therein; and stating that it is understood that such instrument may be reasonably relied upon by any mortgagee or prospective mortgagee or purchaser of the Premises or any interest therein or by any assignee of Landlord’s interest in this Lease or by any assignee of any mortgagee. The foregoing instrument shall be addressed to Landlord and to any mortgagee, prospective mortgagee, purchaser or other party specified by Landlord.

24. Curing Tenant’s Defaults. If Tenant shall be in default in the performance of any of its obligations hereunder and Tenant does not commence such performance (and diligently pursue same) within thirty (30) days after written notice from Landlord, Landlord, without any obligation to do so, in addition to any other rights it may have in law or equity, may elect to cure such default on behalf of Tenant after written notice (except in the case of emergency) to Tenant. Tenant shall reimburse Landlord upon demand for any actual sums paid or costs incurred by Landlord in curing such default, which sums and costs together with interest thereon shall be deemed additional rent payable promptly upon being billed therefor. If Landlord does so cure such default, then upon payment by Tenant of the costs required by this Section 24, such default shall be deemed cured and Landlord shall have no further recourse with respect thereto.

25. Surrender.

(a) Subject to the terms of Paragraphs 13(b) and 16(a) and (c) hereof at the expiration or earlier termination of the term hereof, Tenant shall promptly yield up, clean and neat, and in the same condition, order and repair in which they are required to be kept throughout the term hereof, the Premises and all improvements, alterations and additions thereto, and all fixtures and equipment servicing the Building, ordinary wear and tear, casualty and condemnation excepted.

(b) If Tenant, or any person claiming through Tenant, shall continue to occupy the Premises after the expiration or earlier termination of the term or any renewal thereof, such occupancy shall be deemed to be under a tenancy-at-will under the same terms and conditions set forth in this Lease; except, however, that the minimum annual rent during such continued occupancy shall be one and one half the per diem amount set forth in Paragraphs 5 (a) and (b) hereof . Anything to the contrary notwithstanding, any holding over by Tenant without Landlord’s prior written consent shall constitute a default hereunder and shall be subject to all the remedies set forth in Article 26 hereof.

26. Defaults-Remedies.

(a) Tenant Defaults. It shall be an event of default:

(i) If Tenant does not pay in full when due and without demand any and all installments of minimum rent or additional rent or any other charges or payments whether or not herein included as rent after the expiration of applicable notice and grace periods; or

(ii) If Tenant violates or fails to perform or otherwise breaches any agreement, term, covenant or condition herein contained after the expiration of applicable notice and grace periods; or

(iii) Intentionally omitted.

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(iv) If Tenant becomes insolvent or bankrupt in any sense or makes an assignment for the benefit of creditors or offers a composition or settlement to creditors, or if a petition in bankruptcy or for reorganization or for an arrangement with creditors under any federal or state law is filed by or against Tenant, or a bill in equity or other proceeding for the appointment of a receiver, trustee, liquidator, custodian, conservator or similar official for any of Tenant’s assets is commenced, or if any of the real or personal property of Tenant shall be levied upon by any sheriff, marshal or constable; provided, however, that any proceeding brought by anyone other than the parties to this Lease under any bankruptcy, reorganization arrangement, insolvency, readjustment, receivership or similar law shall not constitute a default until such proceeding, decree, judgment or order has continued unstayed for more than sixty (60) consecutive days.

(v) If any of the events enumerated in Paragraph (a)(iv) of this Article shall happen to any guarantor of this Lease;

(b) Landlord Remedies. Then, and in any such event, Landlord shall have the following rights:

(i) To charge a late payment penalty equal to the prime rate of interest as published by the Wall Street Journal plus five percent (5%) of any amount owed to Landlord pursuant to this Lease which is not paid within five (5) business days of the date which is set forth in the Lease if a date is specified, or, if a date is not specified, within thirty (30) days of the mailing of a bill therefore by Landlord. If Landlord incurs a penalty in connection with any payment which Tenant has failed to make within the times required in this Lease, Tenant shall pay Landlord, in addition to such sums, the full amount of such penalty incurred by Landlord. In the event the Wall Street Journal shall no longer publish the Prime Rate of interest, Landlord shall designate a substitute publication which publishes a substantially equivalent rate of interest.

(ii) Intentionally Omitted

(iii) To enter the Premises and without further demand or notice proceed to distress and sale of the goods, chattels and personal property were found and to levy the rent and other charges herein payable as rent, and Tenant shall pay all costs and officers’ commissions which are permitted by law, including watchmen’s wages and sums chargeable to Landlord, and further including commission(s) charged by the constable or other person making the levy, and in such case all costs, officers’ commissions and other charges shall immediately attach and become part of the claim of Landlord for rent, and any tender of rent without said costs, commissions and charges made after the issuance of a warrant of distress, shall not be sufficient to satisfy the claim of Landlord.

(iv) To re-enter the Premises, together with all additions, alterations and improvements, and, at the option of Landlord, remove all persons and all or any property therefrom either by summary dispossess proceedings or by any suitable action or proceeding at law or by force or otherwise, without being liable for prosecution or damages therefor, and repossess and enjoy the Premises. If such rentals

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received from such reletting during any month shall be less than that to be paid during that month by Tenant, Tenant shall pay any such deficiency to Landlord. Such deficiency shall be calculated and paid monthly. No such re-entry or taking possession of the Premises or the making of alterations or improvements thereto or the reletting thereof shall be construed as an election on the part of Landlord to terminate this Lease unless written notice of such intention be given to Tenant. Landlord shall in no event be liable in any way whatsoever for failure to relet the Premises or, in the event that the Premises or any part or parts thereof are relet, for failure to collect the rent under such reletting. Tenant, for Tenant and Tenant’s successors and assigns, hereby irrevocably constitutes and appoints Landlord Tenant’s and their agent to collect the rents due and to become due under all subleases of the Premises or any parts thereof without in any way affecting Tenant’s obligation to pay any unpaid balance of rent due or to become due hereunder. Notwithstanding any such reletting without termination, Landlord may at any time thereafter elect to terminate this Lease for such previous breach.

(v) To terminate this Lease and the term hereby created without any right on the part of Tenant to waive the forfeiture by payment of any sum due or by other performance of any condition, term or covenant broken. Whereupon Landlord shall be entitled to recover, in addition to any and all sums and damages for violation of Tenant’s obligations hereunder in existence at the time of such termination, damages for Tenant’s default in an amount equal to the amount of the rent reserved for the balance of the term of this Lease, as well as all other charges, payments, costs and expenses herein agreed to be paid by Tenant, all discounted at the rate of six percent (6%) per annum to their then present worth, less the fair rental value of the Premises for the remainder of said term, also discounted at the rate of six percent (6%) per annum to its then present worth, all of which amount shall be immediately due and payable from Tenant to Landlord.

(vi)

(vii) Intentionally omitted.

Notwithstanding the foregoing, Landlord shall use reasonable efforts to mitigate its damages in the event of a default by Tenant.

(c) Landlord Default/Tenant Remedies.

(i) It shall be a default by Landlord if Landlord shall fail to fulfill any covenant or provision of this Lease on its part to be performed that will materially and adversely affect the ability of Tenant to conduct its normal, daily business on the Premises for the Permitted Use and fail to remedy such failure within thirty (30) days after Tenant shall have given Landlord written notice of such failure, provided that Tenant shall not exercise any of the rights or remedies contained in this Article 26 (c) (ii) or (iii) if Landlord begins to cure the default within ten (10) business days and continues actively and diligently and in good faith to completely cure the default;

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