Common use of Delay in Delivery of Possession Clause in Contracts

Delay in Delivery of Possession. If landlord is unable to deliver possession of the premises as a result of causes beyond landlord's reasonable control, landlord shall not be liable for any damage caused for failing to deliver possession, and this lease shall not be void or voidable. Tenant shall not be liable for rent until landlord delivers possession of the premises to tenant. Notwithstanding the above, the lease shall be voidable by either party in the event that construction on the new building does not begin or ground broken within 9 weeks of the execution of this lease and option agreement. Section Three Leasing and Payment of Rental Landlord leases to tenant and tenant rents from landlord the premises for the term and for the rent as defined in Section One. Tenant agrees to pay to landlord each installment of rental as provided above. The rent shall be paid by tenant to landlord without deduction or offset, delivered to the building office or to such other person or at such other place as landlord may from time to time designate in writing. No security or guaranty which may now or subsequently be furnished landlord for performance by tenant of the covenants or conditions of this lease shall in any way be a bar or defense to any action in unlawful detainer, or for the recovery of the premises, or to any action which landlord may at any time commence for a breach of any of the covenants or conditions of this lease. SECTION FOUR Lessee's Option To Purchase Demised Premise Lessor grants to lessee an option to buy the leased premises after the first two years of the lease have been completed. After this two year period, the lessee may elect to purchase the leased premises at a price of to be determined as follows: The purchase price shall be based on the average of two appraisals; one appraisal to be provided by an appraiser selected by the landlord, and one appraiser selected by the tenant. If the average of the two appraisal is unacceptable to either party or one appraisal deviates more than ten percent (10%) from the lower appraisal, then the parties shall mutually select a third appraiser who shall prepare an appraisal that shall be binding upon the parties. All appraiser shall be licensed in the State of Georgia and shall be qualified experts in Commercial Real Estate Valuation. The option shall be excised in writing, mailed by certified mail to the landlord. Closing on the property shall be set within 90 days of the exercise of the receipt of the option notice to the landlord. The option shall remain in effect throughout a valid lease period. At closing, the purchase price shall be payable in cash. Said option is conditional upon the tenant's full performance the lease. During the term of this lease, the landlord may not transfer or sell the leased premisses without the written permission of the Lessee. Notwithstanding the above, should the lessee breach the lease in any manner or fashion, this option shall cease by operation of law and agreement of the parties and the landlord may sell or transfer the leased premises without the approval of the lessee; however, all other convents, conditions, and provisions of the lease shall remain in effect. Notwithstanding the above option, the option shall not operate to prevent the landlord from borrowing against the leased premises or executing any Deed of Trust, mortgage, or Deed to Secure Debt. Lessee acknowledges that Lessee's interests as lessee or under any option agreement is subordinate to the interests of any current or future lending or financial institution who has a security interest in the leased premises. NOTWITHSTANDING THE ABOVE, THE LANDLORD MAY TRANSFER THE PROPERTY TO ANY STATE, LOCAL OR FEDERAL GOVERNMENT, AUTHORITY OR SUBDIVISION THEREOF, FOR THE PURPOSE OF DEVELOPING AN INDUSTRIAL PARK. In the event of the exercise of this option, lessor agrees to convey the property to lessee by warranty deed free and clear of all encumbrances except the taxes and assessments which under this lease are to be paid by lessee. Prior to consummation of the option and during the term of the lease, lessee may not place deeds to secure debt or deeds of trust on the property. In the event and on the lessee's exercise of the option to purchase the premises in the manner provided, a contract for the sale and purchase of the property exists, and the relationship of lessor and lessee is automatically terminated, and the lessee shall be in possession of the premises as a vendee under an executory contract. Whenever lessee shall desire to exercise this option, it shall give lessor written notice. Lessor will within reasonable time after receipt of such notice deliver, or cause to be delivered, to lessee a preliminary title report by private attorney or title company licensed in Georgia. Defects in title, if any, shown by such report shall be remedied by lessor within thirty days of notice to Landlord of such defects and Landlord shall deliver to lessee at the time of closing an owner's policy of title insurance issued by the company in the amount of the purchase price subject only to encumbrance, exceptions, and reservations mentioned in this lease. OPTION TO RENEW FOR ADDITIONAL ONE YEAR PERIOD ---------------------------------------------- Notwithstanding any provision to the contrary, the Lessee shall have the option to renew the lease for an additional term of 12 months or one year during an rental period commencing at the expiration of the initial lease term. All of the terms and conditions of the lease shall apply during the renewal terms. This option shall be excised by written notice given to the Landlord not less than thirty (30) days prior to the expiration of the initial lease term. If notice is not given in the manner provided herein within the time specified, this option shall expire.

Delay in Delivery of Possession. (A) If landlord is unable to deliver possession Landlord has not satisfied the Delivery of Possession requirements by the Anticipated Delivery Date, Landlord shall notify Tenant in writing periodically (and otherwise promptly upon Tenant's request) of the premises status of Delivery of Possession requirements and the date by which Landlord anticipates in good faith that it will satisfy the Delivery of Possession requirements, until the Delivery of Possession requirements have been satisfied. (B) If Delivery of Possession does not occur on or before the Anticipated Delivery Date, other than due to a Tenant Delay, then in addition to all other rights and remedies that Tenant may have against Landlord (but without duplication in recovering the amounts due Tenant), Landlord shall pay to Tenant an amount equal to Nine Hundred Seventy-One and 98/100 Dollars ($971.98) for each day of delay (the "Late Delivery Fee"). Tenant shall receive the Late Delivery Fee for each day of delay from the Anticipated Delivery Date until delivery of the Premises is made to Tenant consistent with the terms of this Lease, including substantial completion of Landlord's Work, and all other Delivery of Possession requirements are satisfied. If Landlord fails to pay any portion of the Late Delivery Fee within ten (10) days after demand therefor, then in addition to all other rights and remedies that Tenant may have against Landlord, Tenant shall be entitled to deduct the unpaid and overdue portion of the Late Delivery Fee from Rent otherwise becoming due hereunder, together with interest on the unpaid balance thereof at the Default Rate from the date originally due. "Tenant Delay" means an act or omission of Tenant in violation of this Lease which causes Landlord to fail to timely complete Landlord's Work. The parties agree that Tenant's actual damages as a result of causes beyond landlordLandlord's reasonable control, landlord shall not late delivery would be liable for any damage caused for failing extremely difficult or impracticable to deliver possessiondetermine, and this lease shall not be void or voidable. Tenant shall not be liable for rent until landlord delivers possession of acknowledge that the premises to tenant. Notwithstanding the aboveLate Delivery Fee has been agreed upon, the lease shall be voidable by either party in the event that construction on the new building does not begin or ground broken within 9 weeks of the execution of this lease and option agreement. Section Three Leasing and Payment of Rental Landlord leases to tenant and tenant rents from landlord the premises for the term and for the rent after negotiation, as defined in Section One. Tenant agrees to pay to landlord each installment of rental as provided above. The rent shall be paid by tenant to landlord without deduction or offset, delivered to the building office or to such other person or at such other place as landlord may from time to time designate in writing. No security or guaranty which may now or subsequently be furnished landlord for performance by tenant of the covenants or conditions of this lease shall in any way be a bar or defense to any action in unlawful detainer, or for the recovery of the premises, or to any action which landlord may at any time commence for a breach of any of the covenants or conditions of this lease. SECTION FOUR Lessee's Option To Purchase Demised Premise Lessor grants to lessee an option to buy the leased premises after the first two years of the lease have been completed. After this two year period, the lessee may elect to purchase the leased premises at a price of to be determined as follows: The purchase price shall be based on the average of two appraisals; one appraisal to be provided by an appraiser selected by the landlord, and one appraiser selected by the tenant. If the average of the two appraisal is unacceptable to either party or one appraisal deviates more than ten percent (10%) from the lower appraisal, then the parties shall mutually select a third appraiser who shall prepare an appraisal that shall be binding upon the parties. All appraiser shall be licensed in the State ' best and reasonable estimate of Georgia and shall be qualified experts in Commercial Real Estate Valuation. The option shall be excised in writing, mailed by certified mail to the landlord. Closing on the property shall be set within 90 days of the exercise of the receipt of the option notice to the landlord. The option shall remain in effect throughout a valid lease period. At closing, the purchase price shall be payable in cash. Said option is conditional upon the tenantTenant's full performance the lease. During the term of this lease, the landlord may not transfer or sell the leased premisses without the written permission of the Lessee. Notwithstanding the above, should the lessee breach the lease in any manner or fashion, this option shall cease by operation of law and agreement of the parties and the landlord may sell or transfer the leased premises without the approval of the lessee; however, all other convents, conditions, and provisions of the lease shall remain in effect. Notwithstanding the above option, the option shall not operate to prevent the landlord from borrowing against the leased premises or executing any Deed of Trust, mortgage, or Deed to Secure Debt. Lessee acknowledges that Lessee's interests as lessee or under any option agreement is subordinate to the interests of any current or future lending or financial institution who has a security interest in the leased premises. NOTWITHSTANDING THE ABOVE, THE LANDLORD MAY TRANSFER THE PROPERTY TO ANY STATE, LOCAL OR FEDERAL GOVERNMENT, AUTHORITY OR SUBDIVISION THEREOF, FOR THE PURPOSE OF DEVELOPING AN INDUSTRIAL PARK. In the event of the exercise of this option, lessor agrees to convey the property to lessee by warranty deed free and clear of all encumbrances except the taxes and assessments which under this lease are to be paid by lessee. Prior to consummation of the option and during the term of the lease, lessee may not place deeds to secure debt or deeds of trust on the property. In the event and on the lessee's exercise of the option to purchase the premises in the manner provided, a contract for the sale and purchase of the property exists, and the relationship of lessor and lessee is automatically terminated, and the lessee shall be in possession of the premises as a vendee under an executory contract. Whenever lessee shall desire to exercise this option, it shall give lessor written notice. Lessor will within reasonable time after receipt of such notice deliver, or cause to be delivered, to lessee a preliminary title report by private attorney or title company licensed in Georgia. Defects in title, if any, shown by such report shall be remedied by lessor within thirty days of notice to Landlord of such defects and Landlord shall deliver to lessee at the time of closing an owner's policy of title insurance issued by the company in the amount of the purchase price subject only to encumbrance, exceptions, and reservations mentioned in this lease. OPTION TO RENEW FOR ADDITIONAL ONE YEAR PERIOD ---------------------------------------------- Notwithstanding any provision to the contrary, the Lessee shall have the option to renew the lease for an additional term of 12 months or one year during an rental period commencing at the expiration of the initial lease term. All of the terms and conditions of the lease shall apply during the renewal terms. This option shall be excised by written notice given to the Landlord not less than thirty (30) days prior to the expiration of the initial lease term. If notice is not given in the manner provided herein within the time specified, this option shall expiredamages.

Delay in Delivery of Possession. If landlord 4.01 Attached hereto as Exhibit "D" is unable to deliver possession a schedule of construction of the premises Leased Premises, including the dates by which Tenant must make certain decisions regarding the Leased Premises (hereinafter referred to as a result of causes beyond landlord's reasonable control, landlord shall not be liable for any damage caused for failing to deliver possession, the "Construction Schedule"). Landlord and this lease shall not be void or voidable. Tenant shall not be liable for rent until landlord delivers possession use their diligent good faith efforts to ensure construction of the premises to tenant. Notwithstanding Leased Premises remains on schedule in accordance with the aboveConstruction Schedule, the lease shall be voidable by either party in the event that construction on the new building does not begin or ground broken within 9 weeks of the execution of this lease and option agreement. Section Three Leasing and Payment of Rental Landlord leases to tenant and tenant rents from landlord the premises for the term and for the rent as defined in Section One. Tenant agrees to pay to landlord each installment of rental as provided above. The rent shall be paid by tenant to landlord without deduction or offsetprovided, delivered to the building office or to such other person or at such other place as landlord may from time to time designate in writing. No security or guaranty which may now or subsequently be furnished landlord for performance by tenant of the covenants or conditions of this lease shall in any way be a bar or defense to any action in unlawful detainer, or for the recovery of the premises, or to any action which landlord may at any time commence for a breach of any of the covenants or conditions of this lease. SECTION FOUR Lessee's Option To Purchase Demised Premise Lessor grants to lessee an option to buy the leased premises after the first two years of the lease have been completed. After this two year period, the lessee may elect to purchase the leased premises at a price of to be determined as follows: The purchase price shall be based on the average of two appraisals; one appraisal to be provided by an appraiser selected by the landlord, and one appraiser selected by the tenant. If the average of the two appraisal is unacceptable to either party or one appraisal deviates more than ten percent (10%) from the lower appraisal, then the parties shall mutually select a third appraiser who shall prepare an appraisal that shall be binding upon the parties. All appraiser shall be licensed in the State of Georgia and shall be qualified experts in Commercial Real Estate Valuation. The option shall be excised in writing, mailed by certified mail to the landlord. Closing on the property shall be set within 90 days of the exercise of the receipt of the option notice to the landlord. The option shall remain in effect throughout a valid lease period. At closing, the purchase price shall be payable in cash. Said option is conditional upon the tenant's full performance the lease. During the term of this lease, the landlord may not transfer or sell the leased premisses without the written permission of the Lessee. Notwithstanding the above, should the lessee breach the lease in any manner or fashion, this option shall cease by operation of law and agreement of the parties and the landlord may sell or transfer the leased premises without the approval of the lessee; however, all other conventsthat in no event shall the failure of Landlord to cause Substantial Completion to occur on or before the scheduled completion date, conditions, and provisions of the lease shall remain in effect. Notwithstanding the above option, the option shall not operate to prevent the landlord from borrowing against the leased premises or executing any Deed of Trust, mortgage, or Deed to Secure Debt. Lessee acknowledges that Lessee's interests as lessee or constitute a default by Landlord under any option agreement is subordinate to the interests of any current or future lending or financial institution who has a security interest in the leased premises. NOTWITHSTANDING THE ABOVE, THE LANDLORD MAY TRANSFER THE PROPERTY TO ANY STATE, LOCAL OR FEDERAL GOVERNMENT, AUTHORITY OR SUBDIVISION THEREOF, FOR THE PURPOSE OF DEVELOPING AN INDUSTRIAL PARKthis Lease. In the event of any delay in Substantial Completion of the exercise Leased Premises caused by Tenant Delays (hereafter defined), the Commencement Date (for purposes of this optionTenant's obligation to commence the payment of rent and for purposes of fixing the lease term) shall be the date on which Substantial Completion would have occurred but for such delay. 4.02 Landlord acknowledges and agrees that it is of critical importance to Tenant that Landlord (i) shall have completed all aspects of the Base Building Improvements and Tenant Improvements as necessary to enable Tenant to begin its Tenant fixturing by June 26, lessor 1998 (the "Tenant Fixturing Date"), and (ii) shall have achieved Substantial Completion, as herein defined, by July 17, 1998 (the "Target Substantial Completion Date"). Accordingly, Landlord agrees that Landlord shall be liable to convey Tenant for any and all damages suffered by Tenant as a result of Landlord's failure to meet such construction deadlines, except to the property extent such failure is due to lessee Tenant Delays or Excusable Delays. Notwithstanding the foregoing damages, in the event the completion of the required work by warranty deed free and clear Landlord is so delayed for thirty (30) days or less following said Tenant Fixturing Date or Target Substantial Completion Date (whichever is applicable), said damages shall be limited to one-half (1/2) of all encumbrances except the taxes and assessments which under this lease are to be total holdover rent paid by lessee. Prior Tenant to consummation Tenant's current landlord (estimated at $62,500.00), and in the event completion of the option and during the term of the lease, lessee may not place deeds to secure debt or deeds of trust on the property. In the event and on the lessee's exercise of the option to purchase the premises in the manner provided, a contract required work is so delayed for the sale and purchase of the property exists, and the relationship of lessor and lessee is automatically terminated, and the lessee shall be in possession of the premises as a vendee under an executory contract. Whenever lessee shall desire to exercise this option, it shall give lessor written notice. Lessor will within reasonable time after receipt of such notice deliver, or cause to be delivered, to lessee a preliminary title report by private attorney or title company licensed in Georgia. Defects in title, if any, shown by such report shall be remedied by lessor within thirty days of notice to Landlord of such defects and Landlord shall deliver to lessee at the time of closing an owner's policy of title insurance issued by the company in the amount of the purchase price subject only to encumbrance, exceptions, and reservations mentioned in this lease. OPTION TO RENEW FOR ADDITIONAL ONE YEAR PERIOD ---------------------------------------------- Notwithstanding any provision to the contrary, the Lessee shall have the option to renew the lease for an additional term of 12 months or one year during an rental period commencing at the expiration of the initial lease term. All of the terms and conditions of the lease shall apply during the renewal terms. This option shall be excised by written notice given to the Landlord not less more than thirty (30) days prior following said Tenant Fixturing Date or Target Substantial Completion Date (whichever is applicable), said damages shall be limited to an additional One Hundred Fifty Thousand Dollars ($150,000.00). Furthermore, in addition to Landlord's liability for such damage amounts, Tenant shall be entitled to a credit against future rent equal to the expiration number of days by which the initial lease term. If notice is work necessary to achieve Substantial Completion remains incomplete following the Target Substantial Completion Date for any reason other than Tenant Delays or Excusable Delays. 4.03 In the event the Substantial Completion has not given occurred by November 14, 1998, as such date has been extended for Excusable Delays and Tenant Delays, or, in the manner event Substantial Completion has not occurred by March 14, 1999, as such date has been extended for only Tenant Delays, then, in either said event, Tenant shall have the right to terminate this Lease by giving Landlord five (5) days written notice, whereupon neither party shall have further liability to the other hereunder except as provided herein within the time specified, this option shall expirefor in Section 4.02 above.

Delay in Delivery of Possession. Landlord shall use commercially reasonable efforts to deliver possession of the Initial Premises with all of the Leasehold Improvement Work to the Initial Premises substantially completed and accepted by the City's Director of Property pursuant to Section 6.1 (Leasehold Improvement Work) on or before the Estimated Commencement Date for the Initial Premises and shall use commercially reasonable efforts to deliver possession of the Additional Premises with all of the Leasehold Improvement Work to the Additional Premises substantially completed and accepted by the City's Director of Property pursuant to Section 6.1 (Leasehold Improvement Work) on or before the Estimated Commencement Date for the Additional Premises. However, if Landlord is unable to deliver possession of either increment of the Premises by the Estimated Commencement Date applicable to such increment, then, subject to the provisions of this Section below, the validity of this Lease shall not be affected by such inability to deliver possession, except that City’s obligations to pay Base Rent or any other charges for the applicable increment of the Premises shall not commence until such time as Landlord has delivered such increment of the Premises as required under this Lease. If landlord the Term commences with respect to the Initial Premises or the Additional Premises later or earlier than the applicable Estimated Commencement Date, this Lease shall nevertheless expire on the Expiration Date, unless sooner terminated or extended pursuant to the provisions under this Lease. If Landlord is unable to deliver possession of the premises Initial Premises to City as a result of causes beyond landlord's reasonable controlrequired hereunder within one hundred eighty (180) days after the Estimated Commencement Date for the Initial Premises then City may, landlord shall not be liable for at its option, terminate this Lease, without any damage caused for failing further liability under this Lease, upon written notice to Landlord. If Landlord is unable to deliver possession, and this lease shall not be void or voidable. Tenant shall not be liable for rent until landlord delivers possession of the Additional Premises to City as required hereunder within one hundred eighty (180) days after the Estimated Commencement Date for the Additional Premises then City may, at its option, terminate this Lease, without any further liability under this Lease, upon written notice to Landlord, provided however, that if such delay in delivery is caused by City’s failure to vacate the Additional Premises for any reason other than Landlord’s failure to deliver the substitute premises to tenant. Notwithstanding City in accordance with the above, the lease shall be voidable by either party in the event that construction on the new building does not begin or ground broken within 9 weeks of the execution of this lease and option agreement. Section Three Leasing and Payment of Rental Landlord leases to tenant and tenant rents from landlord the premises for the term and for the rent as defined in Section One. Tenant agrees to pay to landlord each installment of rental as provided above. The rent shall be paid by tenant to landlord without deduction or offset, delivered to the building office or to such other person or at such other place as landlord may from time to time designate in writing. No security or guaranty which may now or subsequently be furnished landlord for performance by tenant of the covenants or conditions of this lease shall in any way be a bar or defense to any action in unlawful detainer, or for the recovery of the premises, or to any action which landlord may at any time commence for a breach of any of the covenants or conditions of this lease. SECTION FOUR Lessee's Option To Purchase Demised Premise Lessor grants to lessee an option to buy the leased premises after the first two years of the lease have been completed. After this two year period, the lessee may elect to purchase the leased premises at a price of to be determined as follows: The purchase price shall be based on the average of two appraisals; one appraisal to be provided by an appraiser selected by the landlord, and one appraiser selected by the tenant. If the average of the two appraisal is unacceptable to either party or one appraisal deviates more than ten percent (10%) from the lower appraisal, then the parties shall mutually select a third appraiser who shall prepare an appraisal that shall be binding upon the parties. All appraiser shall be licensed in the State of Georgia and shall be qualified experts in Commercial Real Estate Valuation. The option shall be excised in writing, mailed by certified mail to the landlord. Closing on the property shall be set within 90 days of the exercise of the receipt of the option notice to the landlord. The option shall remain in effect throughout a valid lease period. At closing, the purchase price shall be payable in cash. Said option is conditional upon the tenant's full performance the lease. During the term of this lease, the landlord may not transfer or sell the leased premisses without the written permission of the Lessee. Notwithstanding the above, should the lessee breach the lease in any manner or fashion, this option shall cease by operation of law and agreement of the parties and the landlord may sell or transfer the leased premises without the approval of the lessee; however, all other convents, conditions, and provisions of the lease Amendment to Existing Second Floor Lease, then City shall remain in effect. Notwithstanding the above option, the option shall not operate to prevent the landlord from borrowing against the leased premises or executing any Deed of Trust, mortgage, or Deed to Secure Debt. Lessee acknowledges that Lessee's interests as lessee or under any option agreement is subordinate to the interests of any current or future lending or financial institution who has a security interest in the leased premises. NOTWITHSTANDING THE ABOVE, THE LANDLORD MAY TRANSFER THE PROPERTY TO ANY STATE, LOCAL OR FEDERAL GOVERNMENT, AUTHORITY OR SUBDIVISION THEREOF, FOR THE PURPOSE OF DEVELOPING AN INDUSTRIAL PARK. In the event of the exercise of this option, lessor agrees to convey the property to lessee by warranty deed free and clear of all encumbrances except the taxes and assessments which under this lease are to be paid by lessee. Prior to consummation of the option and during the term of the lease, lessee may not place deeds to secure debt or deeds of trust on the property. In the event and on the lessee's exercise of the have no option to purchase the premises in the manner provided, a contract for the sale and purchase of the property exists, and the relationship of lessor and lessee is automatically terminated, and the lessee shall be in possession of the premises as a vendee under an executory contract. Whenever lessee shall desire to exercise terminate this option, it shall give lessor written notice. Lessor will within reasonable time after receipt of such notice deliver, or cause to be delivered, to lessee a preliminary title report by private attorney or title company licensed in Georgia. Defects in title, if any, shown by such report shall be remedied by lessor within thirty days of notice to Landlord of such defects and Landlord shall deliver to lessee at the time of closing an owner's policy of title insurance issued by the company in the amount of the purchase price subject only to encumbrance, exceptions, and reservations mentioned in this lease. OPTION TO RENEW FOR ADDITIONAL ONE YEAR PERIOD ---------------------------------------------- Notwithstanding any provision to the contrary, the Lessee shall have the option to renew the lease for an additional term of 12 months or one year during an rental period commencing at the expiration of the initial lease term. All of the terms and conditions of the lease shall apply during the renewal terms. This option shall be excised by written notice given to the Landlord not less than thirty (30) days prior to the expiration of the initial lease term. If notice is not given in the manner provided herein within the time specified, this option shall expireLease.

Delay in Delivery of Possession. If landlord for any reason Landlord cannot deliver possession of the Premises to Tenant on or before the Scheduled Commencement Date, Landlord shall not be subject to any liability therefore, and such failure shall not affect the validity of this Lease or the obligations of Tenant hereunder, but, in such case, Tenant shall not be obligated to pay Base Monthly Rent or Tenant’s Share of Direct Expenses until the Commencement Date has occurred; provided, however, if Landlord cannot deliver possession of the Premises to Tenant on or before the date (“Outside Commencement Date”) that is unable ninety (90) days one hundred eighty (180) days following the Scheduled Commencement Date, Tenant shall have the right, as its sole and exclusive remedy, to terminate this Lease by providing Landlord with written notice thereof within five (5) days following the Outside Commencement Date (provided, however, in the event that Landlord’s failure to deliver possession of the premises as a result of causes beyond landlord's reasonable controlPremises to Tenant on or before the Outside Commencement Date is attributable, landlord shall not be liable for any damage caused for failing to deliver possessionin whole or in part, and this lease shall not be void or voidable. Tenant shall not be liable for rent until landlord delivers possession of the premises to tenant. Notwithstanding the above, the lease shall be voidable by either party in the event that construction on the new building does not begin or ground broken within 9 weeks of the execution of this lease and option agreement. Section Three Leasing and Payment of Rental Landlord leases to tenant and tenant rents from landlord the premises for the term and for the rent as defined in Section One. Tenant agrees to pay to landlord each installment of rental as provided above. The rent shall be paid by tenant to landlord without deduction or offset, delivered to the building office or to such other person or at such other place as landlord may from time to time designate in writing. No security or guaranty which may now or subsequently be furnished landlord for performance by tenant of the covenants or conditions of this lease shall in any way be a bar or defense to any action or inaction by Tenant or Tenant’s Agents (including, without limitation, any Tenant Delay described in unlawful detainerthe Work Letter attached hereto as Exhibit C ) or by reason of any causes beyond the reasonable control of Landlord (“Force Majeure Delay”), or the Outside Commencement Date shall be extended for the recovery period of the premises, or to any action which landlord may at any time commence for a breach of any of the covenants or conditions of this lease. SECTION FOUR Lessee's Option To Purchase Demised Premise Lessor grants to lessee an option to buy the leased premises after the first two years of the lease have been completed. After this two year period, the lessee may elect to purchase the leased premises at a price of to be determined as follows: The purchase price shall be based on the average of two appraisals; one appraisal to be provided by an appraiser selected by the landlord, and one appraiser selected by the tenant. If the average of the two appraisal is unacceptable to either party or one appraisal deviates more than ten percent (10%) from the lower appraisal, then the parties shall mutually select a third appraiser who shall prepare an appraisal that shall be binding upon the parties. All appraiser shall be licensed in the State of Georgia and shall be qualified experts in Commercial Real Estate Valuation. The option shall be excised in writing, mailed by certified mail delay attributable to the landlord. Closing on action or inaction by Tenant or Tenant’s Agents in question and/or the property shall be set within 90 days of the exercise of the receipt of the option notice to the landlord. The option shall remain Force Majeure Delay in effect throughout a valid lease period. At closingquestion, the purchase price shall be payable in cash. Said option is conditional upon the tenant's full performance the lease. During the term of this lease, the landlord may not transfer or sell the leased premisses without the written permission of the Lessee. Notwithstanding the above, should the lessee breach the lease in any manner or fashion, this option shall cease by operation of law and agreement of the parties and the landlord may sell or transfer the leased premises without the approval of the lessee; however, all other convents, conditions, and provisions of the lease shall remain in effect. Notwithstanding the above option, the option shall not operate to prevent the landlord from borrowing against the leased premises or executing any Deed of Trust, mortgage, or Deed to Secure Debt. Lessee acknowledges that Lessee's interests as lessee or under any option agreement is subordinate to the interests of any current or future lending or financial institution who has a security interest in the leased premises. NOTWITHSTANDING THE ABOVE, THE LANDLORD MAY TRANSFER THE PROPERTY TO ANY STATE, LOCAL OR FEDERAL GOVERNMENT, AUTHORITY OR SUBDIVISION THEREOF, FOR THE PURPOSE OF DEVELOPING AN INDUSTRIAL PARKapplicable). In the event Tenant provides Landlord with written notice of the exercise of termination within such five (5) day period, this option, lessor agrees Lease shall terminate upon such notice and Landlord shall promptly return to convey the property Tenant any deposits made by Tenant to lessee by warranty deed free and clear of all encumbrances except the taxes and assessments which Landlord under this lease are to be paid by lessee. Prior to consummation of the option and during the term of the lease, lessee may not place deeds to secure debt or deeds of trust on the propertyLease. In the event and on the lessee's exercise of the option Tenant fails to purchase the premises in the manner provided, a contract for the sale and purchase of the property exists, and the relationship of lessor and lessee is automatically terminated, and the lessee shall be in possession of the premises as a vendee under an executory contract. Whenever lessee shall desire to exercise this option, it shall give lessor written notice. Lessor will within reasonable time after receipt of such notice deliver, or cause to be delivered, to lessee a preliminary title report by private attorney or title company licensed in Georgia. Defects in title, if any, shown by such report shall be remedied by lessor within thirty days of notice to provide Landlord of such defects and Landlord shall deliver to lessee at the time of closing an owner's policy of title insurance issued by the company in the amount of the purchase price subject only to encumbrance, exceptions, and reservations mentioned in this lease. OPTION TO RENEW FOR ADDITIONAL ONE YEAR PERIOD ---------------------------------------------- Notwithstanding any provision to the contrary, the Lessee shall have the option to renew the lease for an additional term of 12 months or one year during an rental period commencing at the expiration of the initial lease term. All of the terms and conditions of the lease shall apply during the renewal terms. This option shall be excised by with written notice given to the Landlord not less than thirty of termination within such five (305) days prior to the expiration of the initial lease term. If notice is not given in the manner provided herein within the time specifiedday period, this option Lease shall expirecontinue in full force and effect.

Delay in Delivery of Possession. If landlord for any reason Landlord cannot deliver possession of the Premises to Tenant on or before the Scheduled Commencement Date, Landlord shall not be subject to any liability therefor, and such failure shall not affect the validity of this Lease or the obligations of Tenant hereunder, but, in such case, Tenant shall not be obligated to pay Base Monthly Rent or Tenant’s Share of Direct Expenses until the Commencement Date has occurred; provided, however, if Landlord cannot deliver possession of the Premises to Tenant on or before the date (“Outside Commencement Date”) that is unable one hundred eighty (180) days following the Scheduled Commencement Date, Tenant shall have the right, as its sole and exclusive remedy, to terminate this Lease by providing Landlord with written notice thereof within five (5) days following the Outside Commencement Date (provided, however, in the event that Landlord’s failure to deliver possession of the premises Premises to Tenant on or before the Outside Commencement Date is attributable, in whole or in part, to any action or inaction by Tenant or Tenant’s Agents (including, without limitation, any Tenant Delay described in the Work Letter attached hereto as Exhibit C ) or by reason of any causes beyond the reasonable control of Landlord (“Force Majeure Delay”), the Outside Commencement Date shall be extended for the period of delay attributable to the action or inaction by Tenant or Tenant’s Agents in question and/or the Force Majeure Delay in question, as applicable). In the event Tenant provides Landlord with written notice of termination within such five (5) day period, this Lease shall terminate upon such notice and Landlord shall promptly return to Tenant any deposits made by Tenant to Landlord under this Lease. In the event Tenant fails to provide Landlord with written notice of termination within such five (5) day period, this Lease shall continue in full force and effect. In addition, if Tenant is delayed from receiving applicable governmental approvals of permits for the improvements to be constructed by Tenant pursuant to the Work Letter as a result of causes beyond landlord's reasonable controlany so-called “shelter in place”, landlord shall not be liable for any damage caused for failing to deliver possession“stay at home”, “lockdown” or other similar order instituted by the municipal, county, state or federal government (and this lease shall not be void or voidable. Tenant shall not be liable for rent until landlord delivers possession of the premises to tenant. Notwithstanding the above“Order”), the lease Commencement Date shall be voidable by either party in the event that construction delayed on the new building does a day for day basis, not begin or ground broken within 9 weeks of the execution of this lease and option agreement. Section Three Leasing and Payment of Rental Landlord leases to tenant and tenant rents from landlord the premises for the term and for the rent as defined in Section One. Tenant agrees to pay to landlord each installment of rental as provided above. The rent shall be paid by tenant to landlord without deduction or offset, delivered to the building office or to such other person or at such other place as landlord may from time to time designate in writing. No security or guaranty which may now or subsequently be furnished landlord for performance by tenant of the covenants or conditions of this lease shall in any way be a bar or defense to any action in unlawful detainer, or for the recovery of the premises, or to any action which landlord may at any time commence for a breach of any of the covenants or conditions of this lease. SECTION FOUR Lessee's Option To Purchase Demised Premise Lessor grants to lessee an option to buy the leased premises after the first two years of the lease have been completed. After this two year period, the lessee may elect to purchase the leased premises at a price of to be determined as follows: The purchase price shall be based on the average of two appraisals; one appraisal to be provided by an appraiser selected by the landlord, and one appraiser selected by the tenant. If the average of the two appraisal is unacceptable to either party or one appraisal deviates more than ten percent (10%) from the lower appraisal, then the parties shall mutually select a third appraiser who shall prepare an appraisal that shall be binding upon the parties. All appraiser shall be licensed in the State of Georgia and shall be qualified experts in Commercial Real Estate Valuation. The option shall be excised in writing, mailed by certified mail to the landlord. Closing on the property shall be set within 90 days of the exercise of the receipt of the option notice to the landlord. The option shall remain in effect throughout a valid lease period. At closing, the purchase price shall be payable in cash. Said option is conditional upon the tenant's full performance the lease. During the term of this lease, the landlord may not transfer or sell the leased premisses without the written permission of the Lessee. Notwithstanding the above, should the lessee breach the lease in any manner or fashion, this option shall cease by operation of law and agreement of the parties and the landlord may sell or transfer the leased premises without the approval of the lessee; however, all other convents, conditions, and provisions of the lease shall remain in effect. Notwithstanding the above option, the option shall not operate to prevent the landlord from borrowing against the leased premises or executing any Deed of Trust, mortgage, or Deed to Secure Debt. Lessee acknowledges that Lessee's interests as lessee or under any option agreement is subordinate to the interests of any current or future lending or financial institution who has a security interest in the leased premises. NOTWITHSTANDING THE ABOVE, THE LANDLORD MAY TRANSFER THE PROPERTY TO ANY STATE, LOCAL OR FEDERAL GOVERNMENT, AUTHORITY OR SUBDIVISION THEREOF, FOR THE PURPOSE OF DEVELOPING AN INDUSTRIAL PARK. In the event of the exercise of this option, lessor agrees to convey the property to lessee by warranty deed free and clear of all encumbrances except the taxes and assessments which under this lease are to be paid by lessee. Prior to consummation of the option and during the term of the lease, lessee may not place deeds to secure debt or deeds of trust on the property. In the event and on the lessee's exercise of the option to purchase the premises in the manner provided, a contract for the sale and purchase of the property exists, and the relationship of lessor and lessee is automatically terminated, and the lessee shall be in possession of the premises as a vendee under an executory contract. Whenever lessee shall desire to exercise this option, it shall give lessor written notice. Lessor will within reasonable time after receipt of such notice deliver, or cause to be delivered, to lessee a preliminary title report by private attorney or title company licensed in Georgia. Defects in title, if any, shown by such report shall be remedied by lessor within thirty days of notice to Landlord of such defects and Landlord shall deliver to lessee at the time of closing an owner's policy of title insurance issued by the company in the amount of the purchase price subject only to encumbrance, exceptions, and reservations mentioned in this lease. OPTION TO RENEW FOR ADDITIONAL ONE YEAR PERIOD ---------------------------------------------- Notwithstanding any provision to the contrary, the Lessee shall have the option to renew the lease for an additional term of 12 months or one year during an rental period commencing at the expiration of the initial lease term. All of the terms and conditions of the lease shall apply during the renewal terms. This option shall be excised by written notice given to the Landlord not less than exceed thirty (30) days prior days, for each day that the Order is in effect from and after the full execution and delivery of this Lease. Tenant acknowledges that no Order is in effect as of the date of this Lease. If it is determined during the first (1st) twelve (12) months after the date of delivery to Tenant pursuant to Section 2.5 that the roof of the Premises of HVAC system serving the Premises are not in good working condition as of the date of delivery to Tenant, and the lack of compliance with the Delivery Condition is not due to Tenant’s particular use of, or activities or work in or to the expiration Premises, then Landlord shall, as Tenant’s sole remedy, remedy the defects and/or correct the non-compliance at no cost or charge to Tenant within a commercially reasonable time following Landlord’s receipt of written notice from Tenant which sets forth in particular detail, on a line by line basis, the items of non-compliance, which notice shall be delivered to Landlord by no later than twelve (12) months after the date of delivery to Tenant pursuant to Section 2.5, with time being of the initial lease term. If notice is not given in the manner provided herein within the time specified, this option shall expireessence for such notice.