Common use of Leased Premises Clause in Contracts

Leased Premises. SECTION 1.1 KCS does hereby lease to LESSEE and LESSEE does hereby lease from KCS the Leased Premises described in the Recitals above and the property described in Section 1.2. SECTION 1.2 The Leased Premises shall include, without limitation, the right to use the right of way for railroad operations, tracks, rails, ties, ballast, other track materials, switches, crossings, bridges, culverts, buildings, crossing, warning devices and any and all improvements or fixtures affixed to the right-of-way, but specifically exclude any and all items of personal property not owned by KCS or not affixed to the land, including, without limitation, railroad rolling stock, locomotives, equipment, machinery, tools, inventories, materials and supplies. Within ninety (90) days after the Effective Date, as defined in Section 2.1. KCS shall remove all its personal property from the Leased Premises. Items not so removed shall be deemed included in the Leased Premises. LESSEE expressly acknowledges that KCS has previously leased and/or licensed portions of the Leased Premises. This Lease is made subject to those leases and/or licenses. To the extent that there exists, on the Leased Premises, property included in or owned by said prior Lessees, said property may remain on the property to the extent permitted by the terms of the lease under which it was placed on the property. KCS shall retain the ownership of all AEI readers currently on the Leased Premises. KCS and LESSEE will mutually agree on locations where AEI readers are required to record interchange of cars under this Agreement. LESSEE will relocate or pay for the relocation, operation and maintenance of any AEI readers relocated from their current location to record interchange of cars under this Agreement. KCS will remove, at its cost, from the Leased Premises all AEI readers not required for recording interchange of cars under this Agreement. LESSEE may, at its expense obtain and locate on the Leased Premises, AEI readers at other locations of its choice on the Leased Premise. Any AEI readers obtained and placed at the expense of LESSEE shall remain the property of LESSEE and LESSEE shall have the right to remove such readers for the Leased Premises upon expiration of termination of this Agreement. SECTION 1.3 LESSEE shall take the Leased Premises in an “AS IS, WHERE IS” CONDITION AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, MERCHANTABILITY, HABITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE and subject to: (a) reservations or exceptions of record of minerals or mineral rights, including but not limited to all coal, oil, gas, casing head gasoline and minerals of any nature and character whatsoever underlying the Leased Premises together with the sole, exclusive and perpetual right to explore for, remove, and dispose of said minerals by any means or methods suitable to KCS, (b) all easements, public utility easements and rights-of-way, howsoever created, for crossings, pipelines, wire lines, fiber optic facilities, roads, streets, highways and other legal purposes; (c) existing and future building zoning, subdivision and other applicable federal, state, county, municipal and local laws, ordinances and regulations; (d) encroachments or other conditions that may be revealed by a survey, title search or inspection of the property; (e) all existing ways, alleys, privileges, rights, appurtenances and servitudes, howsoever created; (f) any liens of mortgage or deeds of trust encumbering said property; (g) the KCS’s exclusive right to grant any and all easements, leases, licenses or rights of occupancy in, on, under, through, above, across or along the Leased Premises, or any portion thereof, for the purpose of construction, of these rights shall include but not be limited to, the installation, operation, use, maintenance, repair, replacement, relocation and reconstruction of any fiber optic facilities, signboards or coal slurry pipeline PROVIDED, HOWEVER, that the exercise not materially interfere with LESSEE’s railroad operations.

Leased Premises. SECTION 1.1 KCS does In consideration for the rent to be paid and covenants to be performed by Tenant, Landlord hereby lease leases to LESSEE Tenant, and LESSEE does hereby lease Tenant leases from KCS Landlord for the Rental Term and upon the terms and conditions herein set forth, the Leased Premises described in Section 1.01 (I), located in the Recitals above office building referred to in Section 1.01(H) (“Building”). The legal description for the property on which the Building is located is attached hereto as Exhibit “B”. Gross rentable area measurements herein specified are from the exterior of the perimeter walls of the Building to the center of the interior walls. In addition, the percentage set forth in Section 1.01(I) is the portion of the gross rentable area attributable to Tenant’s proportionate share of common hallways, restrooms, etc. in the Building. The exterior walls and roof of the Leased Premises and the property described in Section 1.2. SECTION 1.2 The areas beneath the Leased Premises shall include, without limitation, are not demised hereunder and the use thereof together with the right to install, maintain, use, repair, and replace pipes, ducts, conduits, and wires leading through the Leased Premises in locations which shall not materially interfere with Tenant’s use thereof and serving other parts of the Building or buildings are hereby reserved to Landlord. Landlord reserves (a) such access rights through the Leased Premises as may be reasonably necessary to enable access by Landlord to the balance of the Building and reserved areas and elements as set forth above; and (b) the right of way for railroad operations, tracks, rails, ties, ballast, other track materials, switches, crossings, bridges, culverts, buildings, crossing, warning devices and any and all improvements to install or fixtures affixed to the right-of-way, but specifically exclude any and all items of personal property not owned by KCS or not affixed to the land, including, without limitation, railroad rolling stock, locomotives, equipment, machinery, tools, inventories, materials and supplies. Within ninety (90) days after the Effective Date, as defined in Section 2.1. KCS shall remove all its personal property from the Leased Premises. Items not so removed shall be deemed included in the Leased Premises. LESSEE expressly acknowledges that KCS has previously leased and/or licensed portions of the Leased Premises. This Lease is made subject to those leases and/or licenses. To the extent that there exists, maintain meters on the Leased PremisesPremises to monitor use of utilities. In exercising such rights, property included in or owned by said prior Lessees, said property may remain on the property Landlord shall use reasonable efforts so as to the extent permitted by the terms of the lease under which it was placed on the property. KCS shall retain the ownership of all AEI readers currently on the Leased Premises. KCS and LESSEE will mutually agree on locations where AEI readers are required to record interchange of cars under this Agreement. LESSEE will relocate or pay for the relocation, operation and maintenance of any AEI readers relocated from their current location to record interchange of cars under this Agreement. KCS will remove, at its cost, from not commit waste upon the Leased Premises all AEI readers not required for recording interchange and as far as practicable to minimize annoyance, interference or damage to Tenant when making modifications, additions or repairs. Subject to the provisions of cars under this Agreement. LESSEE mayArticle VIII, at Tenant and its expense obtain customers, agents and locate on the Leased Premises, AEI readers at other locations of its choice on the Leased Premise. Any AEI readers obtained and placed at the expense of LESSEE shall remain the property of LESSEE and LESSEE shall invitees have the right to remove the non-exclusive use, in common with others of such readers unreserved automobile parking spaces, driveways, footways, and other facilities designated for common use within the Leased Premises upon expiration of termination of this Agreement. SECTION 1.3 LESSEE Building and the Project, except that with respect to non-exclusive areas, Tenant shall take cause its employees to park their cars only in areas specifically designated from time to time by Landlord for that purpose and shall actively police employees to keep them from parking in “visitor” or other restricted parking areas. Tenant shall have the Leased Premises option to utilize the adjacent parking structure in an “AS IS, WHERE IS” CONDITION AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, MERCHANTABILITY, HABITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE and subject to: (a) reservations or exceptions of record of minerals or mineral rights, including but not limited to all coal, oil, gas, casing head gasoline and minerals of any nature and character whatsoever underlying the Leased Premises together accordance with the sole, exclusive and perpetual right to explore for, remove, and dispose provisions of said minerals by any means or methods suitable to KCS, (b) all easements, public utility easements and rights-of-way, howsoever created, for crossings, pipelines, wire lines, fiber optic facilities, roads, streets, highways and other legal purposes; (c) existing and future building zoning, subdivision and other applicable federal, state, county, municipal and local laws, ordinances and regulations; (d) encroachments or other conditions that may be revealed by a survey, title search or inspection of the property; (e) all existing ways, alleys, privileges, rights, appurtenances and servitudes, howsoever created; (f) any liens of mortgage or deeds of trust encumbering said property; (g) the KCS’s exclusive right to grant any and all easements, leases, licenses or rights of occupancy in, on, under, through, above, across or along the Leased Premises, or any portion thereof, for the purpose of construction, of these rights shall include but not be limited to, the installation, operation, use, maintenance, repair, replacement, relocation and reconstruction of any fiber optic facilities, signboards or coal slurry pipeline PROVIDED, HOWEVER, that the exercise not materially interfere with LESSEE’s railroad operationsSection 1.01(S).

Leased Premises. SECTION 1.1 KCS does hereby lease (a) Neither Tribute Pharma or Tribute Pharmaceuticals own any real property. Schedule 3.1(36) describes all Leases under which Tribute Pharma or Tribute Pharmaceuticals leases or subleases any real property as lessee or sublessee (hereinafter in this Section 3.1(36) referred to LESSEE as the “Lessee”). Other than the Leases, neither Tribute Pharma or Tribute Pharmaceuticals is a party to or is bound, as Lessee, by any lease, sublease, license or other instrument relating to real property. Complete and LESSEE does hereby lease from KCS correct copies of the Leases have been provided to the Purchaser. The Leases are in full force and effect, unamended. The Lessee under each Lease is exclusively entitled to all rights and benefits as Lessee under such Lease, and no Lessee has sublet, assigned, licensed or otherwise conveyed any rights in any of the Leased Premises described or in any of the Recitals above and the property described in Section 1.2Leases to any other person. SECTION 1.2 (b) All rental and other payments and other obligations required to be paid and performed by the Lessee pursuant to each of the Leases have been duly paid and performed. The Lessee is not in default of any of its obligations under any of the Leases and, to the knowledge of the Vendors, none of the landlords or other parties to the Leases are in default of any of their obligations under any of the Leases. No waiver, indulgence or postponement of the Lessee’s obligations under any of the Leases has been granted by the landlord thereunder. There exists no event of default on the part of the Lessee under any Lease or event, occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default under the Lease. None of the terms and conditions of any of the Leases will be affected by, nor will any of the Leases be in default as a result of, the completion of the Transactions, and all Consents of landlords or other parties to the Leases required in order to complete the Transactions have been obtained, or will have been obtained by the Closing Time, and are, or once obtained will be, in full force and effect. (c) The use by Tribute Pharma or Tribute Pharmaceuticals, as applicable, of the Leased Premises is not in breach of any Laws, including any building, zoning or other statutes or any official plan, or any covenants, restrictions, rights or easements, affecting such Leased Premises. All buildings, structures and improvements situated on any of the Leased Premises, are located wholly within the boundaries of such Leased Premises, as applicable, and comply with all Laws, covenants, restrictions, rights and easements affecting the same. There are no outstanding work orders, non-compliance orders, deficiency notices or other such notices relative to any of the Leased Premises. No part of any of the Leased Premises has been condemned, taken or expropriated by any Regulatory Authority, nor has any notice or proceeding in respect thereof been given, commenced or threatened. The Leased Premises shall include, without limitation, are fully serviced by utilities having adequate capacities for the right to use normal operations of the right of way for railroad operations, tracks, rails, ties, ballast, other track materials, switches, crossings, bridges, culverts, buildings, crossing, warning devices and any and all improvements or fixtures affixed to the right-of-way, but specifically exclude any and all items of personal property not owned by KCS or not affixed to the land, Business. (d) No amounts including, without limitation, railroad rolling stockmunicipal property Taxes, locomotiveslocal improvement Taxes, equipmentlevies or assessments, machineryare owing by Tribute Pharma or Tribute Pharmaceuticals in respect of the Leased Premises to any Regulatory Authority or public utility, toolsother than current accounts which are not in arrears. There are no outstanding appeals on assessments which have been issued or raised by any Regulatory Authority or by Tribute Pharma or Tribute Pharmaceuticals concerning any realty, inventories, materials and supplies. Within ninety (90) days after the Effective Date, as defined in Section 2.1. KCS shall remove all its personal property from business or other Taxes with respect to the Leased Premises. Items not so removed shall be deemed included in All amounts for labour or materials supplied to or on behalf of Tribute Pharma or Tribute Pharmaceuticals relating to the Leased Premises. LESSEE expressly acknowledges that KCS has previously leased and/or licensed portions construction, alteration or repair of or on any of the Leased Premises. This Lease is made subject Premises have been paid in full and, to those leases and/or licenses. the knowledge of the Vendors, no one has filed or has a right to file any construction, builders’, mechanics’ or similar liens. (e) To the extent that there exists, on the Leased Premises, property included in or owned by said prior Lessees, said property may remain on the property to the extent permitted by the terms knowledge of the lease under which it was placed on Vendors, the property. KCS shall retain the ownership of all AEI readers currently on the Leased Premises. KCS buildings and LESSEE will mutually agree on locations where AEI readers are required to record interchange of cars under this Agreement. LESSEE will relocate or pay for the relocation, operation and maintenance of any AEI readers relocated from their current location to record interchange of cars under this Agreement. KCS will remove, at its cost, from structures comprising the Leased Premises are free of any structural defect. The heating, ventilating, plumbing, drainage, electrical and air conditioning systems and all AEI readers not required for recording interchange other systems used in any of cars under this Agreement. LESSEE may, at its expense obtain and locate on the Leased Premises, AEI readers at other locations of its choice on the Leased Premise. Any AEI readers obtained and placed at the expense of LESSEE shall remain the property of LESSEE and LESSEE shall have the right to remove such readers for the Leased Premises upon expiration of termination of this Agreement. SECTION 1.3 LESSEE shall take the Leased Premises are in an “AS ISgood working order, WHERE IS” CONDITION AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, MERCHANTABILITY, HABITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE fully operational and subject to: (a) reservations or exceptions of record of minerals or mineral rights, including but not limited to all coal, oil, gas, casing head gasoline and minerals free of any nature defect, except for normal wear and character whatsoever underlying the Leased Premises together with the sole, exclusive and perpetual right to explore for, remove, and dispose of said minerals by any means or methods suitable to KCS, (b) all easements, public utility easements and rights-of-way, howsoever created, for crossings, pipelines, wire lines, fiber optic facilities, roads, streets, highways and other legal purposes; (c) existing and future building zoning, subdivision and other applicable federal, state, county, municipal and local laws, ordinances and regulations; (d) encroachments or other conditions that may be revealed by a survey, title search or inspection of the property; (e) all existing ways, alleys, privileges, rights, appurtenances and servitudes, howsoever created; (f) any liens of mortgage or deeds of trust encumbering said property; (g) the KCS’s exclusive right to grant any and all easements, leases, licenses or rights of occupancy in, on, under, through, above, across or along the Leased Premises, or any portion thereof, for the purpose of construction, of these rights shall include but not be limited to, the installation, operation, use, maintenance, repair, replacement, relocation and reconstruction of any fiber optic facilities, signboards or coal slurry pipeline PROVIDED, HOWEVER, that the exercise not materially interfere with LESSEE’s railroad operationstear.

Leased Premises. SECTION 1.1 KCS does hereby lease 3.1. This Agreement shall endure from the commencement date to LESSEE the expiry date as recorded in Item 15 and LESSEE does hereby lease from KCS 16 of the Leased Premises described in Schedule; 3.2. If the Recitals above and premises are not ready for occupation by the property described in Section 1.2. SECTION 1.2 The Leased Premises shall include, without limitationLessee on the commencement date of this Agreement for any reason whatsoever, the right to use the Lessee shall have no claim for cancellation of this Agreement or for damages or any other right of way for railroad operationsaction against the Lessor. In such event the Lessee shall accept occupation of the premises on the date on which they become available, tracks, rails, ties, ballast, other track materials, switches, crossings, bridges, culverts, buildings, crossing, warning devices and any and all improvements or fixtures affixed to the right-of-way, but specifically exclude any and all items of personal property not owned by KCS or not affixed to the land, including, without limitation, railroad rolling stock, locomotives, equipment, machinery, tools, inventories, materials and supplies. Within ninety (90) days after the Effective Date, as defined in Section 2.1. KCS shall remove all its personal property from the Leased Premises. Items not so removed which date shall be deemed included in the Leased Premises. LESSEE expressly acknowledges that KCS has previously leased and/or licensed portions commencement date of the Leased Premises. This Lease is made subject to those leases and/or licenses. To the extent that there exists, on the Leased Premises, property included in or owned by said prior Lessees, said property may remain on the property to the extent permitted by the terms of the lease under which it was placed on the property. KCS shall retain the ownership of all AEI readers currently on the Leased Premises. KCS and LESSEE will mutually agree on locations where AEI readers are required to record interchange of cars under this Agreement. LESSEE will relocate or pay for The date of escalation of the relocation, operation monthly basic rental and maintenance monthly operating costs and the date of expiry of the initial period of this Agreement shall not however change as a result of any AEI readers relocated from their current location to record interchange of cars under this Agreement. KCS will remove, at its cost, from change in the Leased Premises all AEI readers not required for recording interchange of cars under this Agreement. LESSEE may, at its expense obtain and locate on the Leased Premises, AEI readers at other locations of its choice on the Leased Premise. Any AEI readers obtained and placed at the expense of LESSEE shall remain the property of LESSEE and LESSEE shall have the right to remove such readers for the Leased Premises upon expiration of termination commencement date of this Agreement.; SECTION 1.3 LESSEE 3.3. The Lessee shall take be entitled to commence with shopfitting in accordance with Annexure “D” and other preparations for the Leased Premises purpose for which the premises are let for the number of days as recorded in an “AS ISItem 14 of the Schedule prior to the commencement date, WHERE IS” CONDITION AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTIESbeing the beneficial occupation period. All the provisions of this lease will apply as if the necessary changes have been made (mutatis mutandis) during the beneficial occupation period, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, MERCHANTABILITY, HABITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE and subject to: (a) reservations or exceptions of record of minerals or mineral rightssave that no rental will be payable. The Lessee shall be liable for all consumption charges during the beneficial occupation period, including but not limited to all coalelectricity, oil, gas, casing head gasoline water and minerals refuse removal; 3.4. If the Lessor is unable to give the Lessee beneficial occupation of any nature and character whatsoever underlying the Leased Premises together with the sole, exclusive and perpetual right to explore for, remove, and dispose of said minerals by any means or methods suitable to KCS, (b) all easements, public utility easements and rights-of-way, howsoever createdpremises as stipulated herein, for crossingsany reason whatsoever, pipelines, wire lines, fiber optic facilities, roads, streets, highways the Lessee shall have no claim for damages or right of cancellation and other legal purposes; (c) existing and future building zoning, subdivision and other applicable federal, state, county, municipal and local laws, ordinances and regulations; (d) encroachments or other conditions that may be revealed by a survey, title search or inspection shall accept beneficial occupation on such later date on which the premises are available. 3.5. Should the Lessee remain in occupation of the property; premises (ewith or without the Lessor’s consent) all existing waysand without concluding a written agreement, alleysif applicable, privilegesafter the expiry date, rightsthe lease shall continue on a monthly basis, appurtenances and servitudeshowever, howsoever created; the basic rental (fnotwithstanding what is recorded elsewhere in this agreement of lease) shall escalate by 20% (twenty percent) compounded added to the rental payable at the last month of the lease term. The aforegoing shall be without prejudice to any liens of mortgage or deeds of trust encumbering said property; (g) the KCS’s exclusive right to grant any and all easements, leases, licenses or rights of occupancy in, on, under, through, above, across the Lessor in terms of this agreement or along the Leased Premises, or any portion thereof, for the purpose of construction, of these rights in law and shall include but not be limited to, the installation, operation, use, maintenance, repair, replacement, relocation and reconstruction of any fiber optic facilities, signboards or coal slurry pipeline PROVIDED, HOWEVER, that the exercise not materially interfere with LESSEE’s railroad operationsconstitute a tenancy other than on a monthly basis as recorded herein.

Leased Premises. SECTION 1.1 KCS does hereby (a) Except for the Lease for the Leased Premises, neither Seller nor LicenseCo is a party to any lease relating to LESSEE real property. The Lease is in full force and LESSEE does hereby lease from KCS effect without any default or breach thereof by Seller or any other party thereto. Except as set forth on Schedule 5.13(a), no consent of the landlord or any other party is required under the Lease in order to assign the Lease to Buyer (or its designee) and to keep the Lease in full force and effect after the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. True and complete copies of the Lease, including all amendments, addenda, waivers and all other binding documents affecting the tenant’s rights thereunder, have heretofore been delivered to Buyer. The Leased Premises and the use thereof conform in all material respects with all covenants and restrictions and all applicable building, zoning, environmental, land use and other Laws. (b) Neither Seller nor LicenseCo has received any written notice of or writing referring to any requirements or recommendations by any insurance company which has issued a policy covering any part of any Leased Premises or by any board of fire underwriters or other body exercising similar functions, requiring or recommending any repairs or work to be done on any part of any Leased Premises. All of the public utilities required for the operation of the Leased Premises described in the Recitals above manner currently operated are installed and operating, and all installation and connection charges have been paid in full or provided for. The plumbing, electrical, heating, air conditioning, ventilating and all other structural or material mechanical systems in the property described in Section 1.2. SECTION 1.2 The building of the Leased Premises shall includeare, without limitationto the Knowledge of the Seller Parties, in such working order and working condition so as to be adequate for the operation of the business of Seller and LicenseCo as heretofore conducted. To the Knowledge of the Seller Parties, the right to use the right roof, basement and foundation walls of way for railroad operations, tracks, rails, ties, ballast, other track materials, switches, crossings, bridges, culverts, buildings, crossing, warning devices and any and all improvements or fixtures affixed to the right-of-way, but specifically exclude any and all items of personal property not owned by KCS or not affixed to the land, including, without limitation, railroad rolling stock, locomotives, equipment, machinery, tools, inventories, materials and supplies. Within ninety (90) days after the Effective Date, as defined in Section 2.1. KCS shall remove all its personal property from the Leased Premises. Items not so removed shall be deemed included in Premises are free of leaks and other defects which would interfere with the Leased Premises. LESSEE expressly acknowledges that KCS has previously leased and/or licensed portions operations of the Leased Premises. This Lease is made subject to those leases and/or licenses. To the Knowledge of the Seller Parties, there are no violations of any Law that affect or purport to affect any of the Leased Premises or any of the operations thereon and Seller will not take any action or omit to take, or cause to be taken or omitted, any action between the date hereof and the Closing Date which would give rise to any such violation. All water, utility and other charges, sewer rent and assessments affecting the Leased Premises or any part thereof, and all Taxes imposed against or affecting the Leased Premises (to the extent that there existspayable by Seller or LicenseCo) or any part thereof, have been paid in full, accrued or reflected on the Balance Sheet or, since December 31, 2019, incurred in the ordinary course of business to the extent such charges, rent, assessments or Taxes are liabilities of Seller under the applicable lease for such Leased Premises. Neither Seller nor LicenseCo has received written notice of any assessments or pending assessments affecting the Leased Premises, property included in or owned by said prior Lessees, said property may remain on the property to the extent permitted by the terms of the lease under which it was placed on the property. KCS shall retain the ownership of all AEI readers currently on the Leased Premises. KCS and LESSEE will mutually agree on locations where AEI readers are required to record interchange of cars under this Agreement. LESSEE will relocate or pay for the relocation, operation and maintenance of any AEI readers relocated from their current location to record interchange of cars under this Agreement. KCS will remove, at its cost, from the Leased Premises all AEI readers not required for recording interchange of cars under this Agreement. LESSEE may, at its expense obtain and locate on the Leased Premises, AEI readers at other locations of its choice on the Leased Premise. Any AEI readers obtained and placed at the expense of LESSEE shall remain the property of LESSEE and LESSEE shall have the right to remove such readers for the Leased Premises upon expiration of termination of this Agreement. SECTION 1.3 LESSEE shall take the Leased Premises in an “AS IS, WHERE IS” CONDITION AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, MERCHANTABILITY, HABITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE and subject to: (a) reservations or exceptions of record of minerals or mineral rights, including but not limited to all coal, oil, gas, casing head gasoline and minerals of any nature and character whatsoever underlying the Leased Premises together with the sole, exclusive and perpetual right to explore for, remove, and dispose of said minerals by any means or methods suitable to KCS, (b) all easements, public utility easements and rights-of-way, howsoever created, for crossings, pipelines, wire lines, fiber optic facilities, roads, streets, highways and other legal purposes; (c) existing and future building zoning, subdivision and other applicable federal, state, county, municipal and local laws, ordinances and regulations; (d) encroachments or other conditions that may be revealed by a survey, title search or inspection of the property; (e) all existing ways, alleys, privileges, rights, appurtenances and servitudes, howsoever created; (f) any liens of mortgage or deeds of trust encumbering said property; (g) the KCS’s exclusive right to grant any and all easements, leases, licenses or rights of occupancy in, on, under, through, above, across or along the Leased Premises, or any portion thereof, for the purpose of construction, of these rights shall include but not be limited to, the installation, operation, use, maintenance, repair, replacement, relocation and reconstruction of any fiber optic facilities, signboards or coal slurry pipeline PROVIDED, HOWEVER, that the exercise not materially interfere with LESSEE’s railroad operations.

Leased Premises. SECTION 1.1 KCS does (a) Subject to and in accordance with the provisions set forth in this Lease, Landlord hereby lease demises and leases to LESSEE Tenant, and LESSEE does Tenant hereby lease leases from KCS Landlord, the Leased Premises described in for the Recitals above Term. Tenant shall have access to the Leased Premises and the property described in Section 1.2Common Areas 24 hours per day, 7 days per week, 52 weeks per year during the Term, excluding emergency events that may cause Landlord to limit tenant access to the Building. SECTION 1.2 The Leased Premises shall include(b) Landlord and Tenant acknowledge that, without limitationas of the date of this Lease, the First Floor Option Premises may not be legally occupied by Tenant for the Permitted Use. Tenant shall have an ongoing right of first offer to lease the First Floor Option Premises as follows: within ten (10) days following Landlord’s first written notification to Tenant of the availability of the First Floor Option Premises for the Permitted Use, Tenant shall provide written notice to Landlord whether Tenant desires to exercise its option to lease the First Floor Option Premises. If Tenant fails to so notify Landlord within such period, then Tenant shall be deemed not to have exercised such option, and Landlord may thereafter use or lease such First Floor Option Premises without restriction except as otherwise provided in this Lease, except that Tenant shall again have the right of way first offer under this Section 1.1(b) at such time as the First Floor Option Premises is again available for railroad operationslease, tracksprovided that Tenant shall exercise such option, railsif at all, tieswithin fifteen (15) business days following Landlord’s written notification to Tenant of such availability. If Tenant notifies Landlord within such period that Tenant desires to exercise such option to lease, ballastthen the First Floor Option Premises shall be added to the Leased Premises hereunder subject to all of the terms and conditions of this Lease, other track materialsincluding without limitation Tenant’s obligation to pay Annual Fixed Rent based on the rentable square foot of the Leased Premises, switchesas such square footage may be increased by the First Floor Option Premises, crossings, bridges, culverts, buildings, crossing, warning devices and any and all improvements Additional Rent payable hereunder. Tenant’s Operating Share and Tenant’s Tax Share shall be adjusted according to total the rentable square feet of the Leased Premises as such square footage may be increased under this Section 1.1(b). If Landlord’s notification of the availability of the First Floor Option Premises occurs on or fixtures affixed before the Lease Commencement Date, and Tenant subsequently exercises such option, then the First Floor Option Premises shall be part of the Leased Premises hereunder as though such First Floor Option Premises were part of the Leased Premises as of the Effective Date. If Landlord’s notification of the availability of the First Floor Option Premises occurs after the Lease Commencement Date, then Tenant shall be entitled to the right-of-way, but specifically exclude any and all items a free rent period of personal property not owned by KCS or not affixed to the land, including, without limitation, railroad rolling stock, locomotives, equipment, machinery, tools, inventories, materials and supplies. Within ninety (90) days after following Landlord’s delivery of vacant possession of such First Floor Option Premises for Tenant’s buildout in accordance with Tenant’s Work Requirements, and Landlord shall advance the Effective Date, as defined in Section 2.1. KCS shall remove all its personal property from the Leased Premises. Items not so removed shall be deemed included in the Leased Premises. LESSEE expressly acknowledges that KCS has previously leased and/or licensed portions of the Leased Premises. This Lease is made subject Tenant Improvement Allowance for such building pursuant to those leases and/or licenses. To the extent that there exists, on the Leased Premises, property included in or owned by said prior Lessees, said property may remain on the property to the extent permitted by the terms of the lease under which it was placed Section 4.3 below calculated based on the property. KCS shall retain the ownership of all AEI readers currently on the Leased Premises. KCS and LESSEE will mutually agree on locations where AEI readers are required to record interchange of cars under this Agreement. LESSEE will relocate or pay for the relocation, operation and maintenance of any AEI readers relocated from their current location to record interchange of cars under this Agreement. KCS will remove, at its cost, from the Leased Premises all AEI readers not required for recording interchange of cars under this Agreement. LESSEE may, at its expense obtain and locate on the Leased Premises, AEI readers at other locations of its choice on the Leased Premise. Any AEI readers obtained and placed at the expense of LESSEE shall remain the property of LESSEE and LESSEE shall have the right to remove such readers for the Leased Premises upon expiration of termination of this Agreement. SECTION 1.3 LESSEE shall take the Leased Premises in an “AS IS, WHERE IS” CONDITION AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, MERCHANTABILITY, HABITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE and subject to: (a) reservations or exceptions of record of minerals or mineral rights, including but not limited to all coal, oil, gas, casing head gasoline and minerals of any nature and character whatsoever underlying the Leased Premises together with the sole, exclusive and perpetual right to explore for, remove, and dispose of said minerals by any means or methods suitable to KCS, (b) all easements, public utility easements and rights-of-way, howsoever created, for crossings, pipelines, wire lines, fiber optic facilities, roads, streets, highways and other legal purposes; (c) existing and future building zoning, subdivision and other applicable federal, state, county, municipal and local laws, ordinances and regulations; (d) encroachments or other conditions that may be revealed by a survey, title search or inspection rentable square feet of the property; (e) all existing ways, alleys, privileges, rights, appurtenances and servitudes, howsoever created; (f) any liens of mortgage or deeds of trust encumbering said property; (g) the KCS’s exclusive right to grant any and all easements, leases, licenses or rights of occupancy in, on, under, through, above, across or along the Leased First Floor Option Premises, or any portion thereof, for the purpose of construction, of these rights shall include but not be limited to, the installation, operation, use, maintenance, repair, replacement, relocation and reconstruction of any fiber optic facilities, signboards or coal slurry pipeline PROVIDED, HOWEVER, that the exercise not materially interfere with LESSEE’s railroad operations.

Leased Premises. SECTION 1.1 KCS does hereby lease to LESSEE and LESSEE does hereby lease from KCS the Leased Premises described in the Recitals above and the property described in Section 1.2. SECTION 1.2 (a) The Leased Premises shall includeconsist of the Land and the Building (to be constructed and generally as shown on the concept plan (“Concept Plan”) attached as Schedule A) as described in the Lease Agreement Summary. The Building (which for this purpose shall include the parking lot and other improvements described in Schedule B) is to be constructed by Landlord, at Landlord’s expense unless otherwise expressly provided herein, in accordance with the Outline Specifications attached to this Lease as Schedule B. Tenant shall have exclusive access to and use of the walks, drives and parking areas of the Land. Notwithstanding the foregoing, Tenant shall have no rights to the use of or access to the roof of the Building except to the extent required for HVAC maintenance or repair, or, unless expressly provided herein with regard to signage, to use of the exterior walls of the Building, all of which are reserved to Landlord. (b) In connection with Tenant’s access to and use of the roof of the Building for the purposes of installation, maintenance, repair and/or replacement of HVAC equipment, Tenant acknowledges and agrees that (i) notwithstanding the provisions of Paragraph 5A which requires Landlord to maintain, repair and replace the roof of the Building (including, without limitation, the right roof structure and roof membrane), Tenant shall be responsible to use the right of way for railroad operations, tracks, rails, ties, ballast, other track materials, switches, crossings, bridges, culverts, buildings, crossing, warning devices and any and all improvements or fixtures affixed reimburse Landlord as Additional Rent (in addition to the rightpayment of the Roof Maintenance Fee) for any reasonable out-of-waypocket costs incurred by Landlord in performing any roof repairs or replacements resulting from any act or omission of Tenant or any of Tenant’s contractors in the course of, but specifically exclude any and all items or directly arising out of personal property not owned the installation, maintenance or repair of Tenant’s roof mounted HVAC equipment, (ii) the installation of roof mounted HVAC equipment by KCS or not affixed Tenant shall include installation of walkway pads as required to prevent damage to the landroof membrane, and (iii) all work relating to the installation of Tenant’s HVAC equipment which involves the roof membrane, including, without limitation, railroad rolling stockany roof penetration(s), locomotives, equipment, machinery, tools, inventories, materials and supplies. Within ninety (90) days after the Effective Date, as defined in Section 2.1. KCS shall remove all its personal property from the Leased Premises. Items not so removed shall be deemed included in performed by a certified roofing contractor subject to Landlord’s approval, which approval shall not be unreasonably withheld, conditioned or delayed, and shall be performed so as to preserve the Leased Premises. LESSEE expressly acknowledges that KCS has previously leased and/or licensed portions effectiveness of the Leased Premises. This Lease is made subject to those leases and/or licenses. To the extent that there exists, on the Leased Premises, property included in or owned by said prior Lessees, said property may remain on the property to the extent permitted by the terms of the lease under which it was placed on the property. KCS shall retain the ownership of all AEI readers currently on the Leased Premises. KCS and LESSEE will mutually agree on locations where AEI readers are required to record interchange of cars under this Agreement. LESSEE will relocate or pay for the relocation, operation and maintenance of any AEI readers relocated from their current location to record interchange of cars under this Agreement. KCS will remove, at its cost, from the Leased Premises all AEI readers not required for recording interchange of cars under this Agreement. LESSEE may, at its expense obtain and locate on the Leased Premises, AEI readers at other locations of its choice on the Leased Premise. Any AEI readers obtained and placed at the expense of LESSEE shall remain the property of LESSEE and LESSEE shall have the right to remove such readers for the Leased Premises upon expiration of termination of this Agreementroof warranty. SECTION 1.3 LESSEE shall take the Leased Premises in an “AS IS, WHERE IS” CONDITION AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, MERCHANTABILITY, HABITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE and subject to: (a) reservations or exceptions of record of minerals or mineral rights, including but not limited to all coal, oil, gas, casing head gasoline and minerals of any nature and character whatsoever underlying the Leased Premises together with the sole, exclusive and perpetual right to explore for, remove, and dispose of said minerals by any means or methods suitable to KCS, (b) all easements, public utility easements and rights-of-way, howsoever created, for crossings, pipelines, wire lines, fiber optic facilities, roads, streets, highways and other legal purposes; (c) existing and future building zoning, subdivision and other applicable federal, state, county, municipal and local laws, ordinances and regulations; (d) encroachments or other conditions that may be revealed by a survey, title search or inspection of the property; (e) all existing ways, alleys, privileges, rights, appurtenances and servitudes, howsoever created; (f) any liens of mortgage or deeds of trust encumbering said property; (g) the KCS’s exclusive right to grant any and all easements, leases, licenses or rights of occupancy in, on, under, through, above, across or along the Leased Premises, or any portion thereof, for the purpose of construction, of these rights shall include but not be limited to, the installation, operation, use, maintenance, repair, replacement, relocation and reconstruction of any fiber optic facilities, signboards or coal slurry pipeline PROVIDED, HOWEVER, that the exercise not materially interfere with LESSEE’s railroad operations.

Leased Premises. SECTION 1.1 KCS does hereby lease Tenant agrees to LESSEE pay ten (10) days before delinquent, all taxes, general and LESSEE does hereby lease from KCS special assessments and other public charges levied upon or assessed against the Leased Premises described in the Recitals above Property and the property described in Section 1.2. SECTION 1.2 The Leased Premises shall include, without limitation, the right to use the right of way for railroad operations, tracks, rails, ties, ballast, other track materials, switches, crossings, bridges, culverts, all buildings, crossingstructures, warning devices fixtures or improvements thereon which become payable from and any and all improvements or fixtures affixed after April 15, 1999, until the expiration of this Lease. Tenant shall exhibit to Landlord from time to time, upon Landlord's written request, official receipts evidencing payment of same prior to the right-of-way, but specifically exclude any and all items of personal property not owned by KCS or not affixed to the land, including, without limitation, railroad rolling stock, locomotives, equipment, machinery, tools, inventories, materials and suppliesdelinquent date. Within ninety (90) days after the Effective Date, as defined in Section 2.1. KCS shall remove all its personal property from Any such taxes assessed against the Leased Premises. Items not so removed property for the tax year in which this Lease terminated shall be deemed included in equitably prorated between the Leased Premises. LESSEE expressly acknowledges that KCS has previously leased and/or licensed portions parties hereto if the end of the Leased Premises. This term of this Lease is made subject to those leases and/or licenses. To does not coincide with the extent that there exists, on the Leased Premises, property included in or owned by said prior Lessees, said property may remain on the property to the extent permitted by the terms end of the lease under which it was placed on the propertytax year. KCS shall retain the ownership of all AEI readers currently on the Leased Premises. KCS and LESSEE will mutually agree on locations where AEI readers are required to record interchange of cars under this Agreement. LESSEE will relocate or pay for the relocation, operation and maintenance of any AEI readers relocated from their current location to record interchange of cars under this Agreement. KCS will remove, at its cost, from the Leased Premises all AEI readers not required for recording interchange of cars under this Agreement. LESSEE may, at its expense obtain and locate on the Leased Premises, AEI readers at other locations of its choice on the Leased Premise. Any AEI readers obtained and placed at the expense of LESSEE shall remain the property of LESSEE and LESSEE Tenant shall have the right to remove execute in the name of Landlords and as their attorney-in-fact such readers for agreement or agreements or other instrument which may be required or permitted by law to permit the payment of such taxes or assessments in installments. But Tenant shall not be liable to pay any installments not due at the end of this original or any renewed term after occupancy of the Tenant has closed. If Tenant fails to pay any such taxes, assessments or other public charges which it is obligated to pay as provided in this Article before the same become delinquent, then and in such event, Landlord may pay the same, together with any interest and penalties thereon, and the amount so paid shall be deemed rent immediately due and payable by Tenant to Landlord on demand, together with interest thereon at the rate of twelve percent (12%) per annum. Anything in this Article to the contrary notwithstanding, Landlord agrees that Tenant shall have the right, at Tenant's sole cost and expense, to contest the legality or validity of any of the taxes, assessments or other public charges provided to be paid by Tenant, but no such contest shall be carried on or maintained by Tenant after such taxes, assessments or other public charges become delinquent unless Tenant shall have duly paid the amount involved under protest or shall procure and maintain a stay of all proceedings to enforce any collection thereof and any forfeiture or sale of the Leased Premises upon expiration Property, and shall also provide for payment thereof together with all penalties, interest, costs and expenses by deposit of termination a sufficient sum of this Agreement. SECTION 1.3 LESSEE shall take money or by a good and sufficient undertaking as may be required by law to accomplish such stay. Landlord agrees that it will, at the Leased Premises request of Tenant, execute or join in an “AS IS, WHERE IS” CONDITION AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, MERCHANTABILITY, HABITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE and subject to: (a) reservations or exceptions of record of minerals or mineral rights, including but not limited to all coal, oil, gas, casing head gasoline and minerals the execution of any nature instrument or documents necessary in connection with any such contest except bonds or undertakings. In the event any such contest is made by Tenant, Tenant shall promptly, upon final determination thereof adversely to Tenant, pay and character whatsoever underlying discharge the Leased Premises amount involved or affected by, any such contest, together with the soleany penalties, exclusive fines, interest, costs and perpetual right to explore for, remove, and dispose of said minerals by any means or methods suitable to KCS, (b) all easements, public utility easements and rights-of-way, howsoever created, for crossings, pipelines, wire lines, fiber optic facilities, roads, streets, highways and other legal purposes; (c) existing and future building zoning, subdivision and other applicable federal, state, county, municipal and local laws, ordinances and regulations; (d) encroachments or other conditions expenses that may be revealed by a survey, title search or inspection of the property; (e) all existing ways, alleys, privileges, rights, appurtenances and servitudes, howsoever created; (f) any liens of mortgage or deeds of trust encumbering said property; (g) the KCS’s exclusive right to grant any and all easements, leases, licenses or rights of occupancy in, on, under, through, above, across or along the Leased Premises, or any portion thereof, for the purpose of construction, of these rights shall include but not be limited to, the installation, operation, use, maintenance, repair, replacement, relocation and reconstruction of any fiber optic facilities, signboards or coal slurry pipeline PROVIDED, HOWEVER, that the exercise not materially interfere with LESSEE’s railroad operationshave accrued thereon.

Leased Premises. SECTION 1.1 KCS does Landlord hereby lease leases to LESSEE Tenants, and LESSEE does Tenants jointly and severally hereby lease from KCS Landlord, the Leased Premises described property excluding attic, fireplace and located at: Gainesville, Florida (which is a non-smoking unit) together with the following equipment and appliances: Oven-range, Refrigerator, Smoke detectors, Fire Extinguisher. Furniture: Special Provision: Any additional equipment provided would be listed under #44-Provided appliances, #45-Provided Services & Utilities and #46- Supplied Services & Utilities of this Lease. In the Lease, the dwelling leased, including furniture, equipment, and appliances located thereon or attached thereto, is hereinafter collectively referred to as the “Premises”. All persons signing this agreement, as Tenant or as signatories in the Recitals capacity of a parent or guardian guaranteeing the obligations of the Tenants, shall be Tenants hereunder, whether named above or not, and the property described in Section 1.2. SECTION 1.2 The Leased Premises shall include, without limitation, the right said persons agree to use the right of way be jointly and severally liable for railroad operations, tracks, rails, ties, ballast, other track materials, switches, crossings, bridges, culverts, buildings, crossing, warning devices and any and all improvements or fixtures affixed to the right-of-wayobligations created hereunder. The parties expressly agree, but specifically exclude any and all items of personal property not owned by KCS or not affixed to the land, including, without limitation, railroad rolling stock, locomotives, equipment, machinery, tools, inventories, materials and supplies. Within ninety (90) days after the Effective Date, as defined in Section 2.1. KCS shall remove all its personal property from the Leased Premises. Items not so removed shall be deemed included in the Leased Premises. LESSEE expressly acknowledges that KCS has previously leased and/or licensed portions of the Leased Premises. This Lease is made subject to those leases and/or licenses. To the extent that there exists, on the Leased Premises, property included in or owned by said prior Lessees, said property may remain on the property to the extent permitted by the terms of the lease under which it was placed on the property. KCS shall retain the ownership of all AEI readers currently on the Leased Premises. KCS and LESSEE will mutually agree on locations where AEI readers are required to record interchange of cars under this Agreement. LESSEE will relocate or pay for the relocation, operation and maintenance of any AEI readers relocated from their current location to record interchange of cars under this Agreement. KCS will remove, at its cost, from the Leased Premises all AEI readers not required for recording interchange of cars under this Agreement. LESSEE may, at its expense obtain and locate on the Leased Premises, AEI readers at other locations of its choice on the Leased Premise. Any AEI readers obtained and placed at the expense of LESSEE shall remain the property of LESSEE and LESSEE shall have the right to remove such readers for the Leased Premises upon expiration of termination of this Agreement. SECTION 1.3 LESSEE shall take the Leased Premises in an “AS IS, WHERE IS” CONDITION AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, MERCHANTABILITY, HABITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE and subject to: (a) reservations or exceptions of record of minerals or mineral rights, including but not limited to all coal, oil, gas, casing head gasoline and minerals of any nature and character whatsoever underlying the Leased Premises together with the sole, exclusive and perpetual right to explore for, remove, and dispose of said minerals by any means or methods suitable to KCS, (b) all easements, public utility easements and rights-of-way, howsoever created, for crossings, pipelines, wire lines, fiber optic facilities, roads, streets, highways and other legal purposes; (c) existing and future building zoning, subdivision and other applicable federal, state, county, municipal and local laws, ordinances and regulations; (d) encroachments or other conditions that may be revealed by a survey, title search or inspection of the property; (e) all existing ways, alleys, privileges, rights, appurtenances and servitudes, howsoever created; (f) any liens of mortgage or deeds of trust encumbering said property; (g) the KCS’s exclusive right to grant any and all easements, leases, licenses or rights of occupancy in, on, under, through, above, across or along the Leased Premises, or any portion thereof, for the purpose of construction, of these rights shall include but not be limited to, the installation, operation, use, maintenance, repair, replacement, relocation and reconstruction of any fiber optic facilities, signboards or coal slurry pipeline PROVIDED, HOWEVERhowever, that the exercise failure on the part of the Landlord to obtain the signature of a guarantor shall not materially interfere with LESSEE’s railroad operationsaffect the liability of any Tenant who has already executed this lease. Tenants obligations to provide guaranties, proof of income, or pay security deposit are stipulated and understood not to constitute conditions precedent to this Lease being fully effective and binding on undersigned Tenants but are requirements which must be met before Tenants can physically occupy the Premises; the failure of any or all undersigned Tenants to provide any such requirement shall not operate to void or negate this Lease or Tenants’ monetary obligations in any way. If a guaranty is required by Landlord or executed on behalf of Tenant it shall be the Tenants obligation to notify any/all guarantor(s) of any renewal, modification or execution of this Lease or any subsequent Lease agreements.

Leased Premises. SECTION 1.1 KCS City hereby provides Tenant with concession space and concession related operating and storage space located within the Golf Course (“Leased Premises”). The Leased Premises are described in detail in the RFP which is attached hereto and incorporated herein. Improvements to the Leased Premises are as set forth in Exhibit A, Owner and Tenant Improvements. The Leased Premises will be provided to Tenant “as is” including small wares, kitchen equipment, food and liquor inventories, computers, banquet equipment, table, chairs, TVs, etc. A full inventory will be taken on or before the Effective Date. All Tenant Improvements are at the sole cost of Tenant and must be pre-approved in writing by City. During the term of this Agreement, Tenant shall be responsible for maintenance of all furniture, fixtures and equipment on the Leased Premises Tenant acknowledges that from time to time, special events, group outings and City golf programs take place at the Golf Course. Tenant shall cooperate with City to accommodate these occasions and provide adequate seating space as needed. During the term of this Agreement, Tenant shall be responsible for maintenance of all furniture, fixtures and equipment on the Leased Premises In addition, and with the written approval of City, kiosks, patio-type tables and similar facilities may be located in other areas of the Golf Course if doing so is warranted for enhanced customer service, and does hereby lease not interfere with other Golf Course activities. In addition, City will provide Tenant with access to LESSEE and LESSEE does hereby lease from KCS reasonable storage facilities which may be located in other areas of the Golf Course. Tenant may put signage on the building that houses the Leased Premises. All signage shall be in accordance with the legal requirements. In addition to the exclusive use of the Leased Premises described in the Recitals above and the property described in Section 1.2. SECTION 1.2 The Leased Premises herein, Tenant shall include, without limitation, the right to use the possess a non-exclusive right of way for railroad operations, tracks, rails, ties, ballast, other track materials, switches, crossings, bridges, culverts, buildings, crossing, warning devices ingress and any egress to and all improvements or fixtures affixed to the right-of-way, but specifically exclude any and all items of personal property not owned by KCS or not affixed to the land, including, without limitation, railroad rolling stock, locomotives, equipment, machinery, tools, inventories, materials and supplies. Within ninety (90) days after the Effective Date, as defined in Section 2.1. KCS shall remove all its personal property from the Leased Premises. Items not so removed shall be deemed included in the Leased Premises. LESSEE expressly acknowledges that KCS has previously leased and/or licensed portions of the Leased Premises. This Lease is made subject to those leases and/or licenses. To the extent that there exists, on the Leased Premises, property included in or owned by said prior Lessees, said property may remain on the property to the extent permitted by the terms of the lease under which it was placed on the property. KCS shall retain the ownership of all AEI readers currently on the Leased Premises. KCS and LESSEE will mutually agree on locations where AEI readers are required to record interchange of cars under this Agreement. LESSEE will relocate or pay for the relocation, operation and maintenance of any AEI readers relocated from their current location to record interchange of cars under this Agreement. KCS will remove, at its cost, from the Leased Premises all AEI readers as may be necessary on through areas designated by the City, subject to Golf Course rules and regulations, including security regulations, as may be amended from time to time, provided that Tenant’s exercise of such right shall not required impede or interfere unduly with the operation of the Golf Course by City, its patrons and other authorized occupants. Tenant shall also have the right to the use of reasonably adequate parking facilities for recording interchange of cars under this Agreement. LESSEE may, at its expense obtain and locate on the Leased Premises, AEI readers at other locations of its choice on the Leased Premise. Any AEI readers obtained and placed employees employed at the expense of LESSEE Golf Course in common with other employees, which facilities shall remain be located in an area designated by the property of LESSEE and LESSEE City for employee parking. Only Tenant employees assigned to this concession shall use the employee parking facilities. City shall have the right to remove such readers enter upon the Golf Course, including the LeaseLeased Premises, at all times for any purpose, including without limitation, inspecting the Golf Course or the Leased Premises upon expiration or for making improvements or repairs thereto or thereon. Tenant shall not place or install any racks, stands or other display of termination of this Agreement. SECTION 1.3 LESSEE shall take merchandise or trade fixtures in any Golf Course property outside the Leased Premises in an “AS ISwithout the express prior consent of the City. Tenant acknowledges and agrees that City shall have the right at all times to change, WHERE IS” CONDITION AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTIESalter, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLEexpand, MERCHANTABILITY, HABITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE and subject to: (a) reservations or exceptions of record of minerals or mineral rights, contract the Golf Course including but not limited to all coal, oil, gas, casing head gasoline and minerals of any nature and character whatsoever underlying the Leased Premises together with Premises.. Notwithstanding the soleforegoing, exclusive and perpetual right to explore for, remove, and dispose of said minerals by any means or methods suitable to KCS, (b) all easements, public utility easements and rights-of-way, howsoever created, for crossings, pipelines, wire lines, fiber optic facilities, roads, streets, highways and other legal purposes; (c) existing and future building zoning, subdivision and other applicable federal, state, county, municipal and local laws, ordinances and regulations; (d) encroachments or other conditions changes that may be revealed by a survey, title search or inspection of the property; (e) all existing ways, alleys, privileges, rights, appurtenances and servitudes, howsoever created; (f) any liens of mortgage or deeds of trust encumbering said property; (g) the KCS’s exclusive right to grant any and all easements, leases, licenses or rights of occupancy in, on, under, through, above, across or along will affect the Leased Premises, or any portion thereofexcept changes needed for immediate health and safety reasons, will be made after first providing Tenant with at least sixty days (60) notice and an opportunity to consult and collaborate. Should changes to the Leased Premises be made without Tenant’s approval and cause damage to Tenant’s business, City will reimburse Tenant for Tenant’s actual direct damages not to exceed the purpose amount of Lease Fees paid by Tenant to City over the prior twelve (12) month period. Without limiting the generality of the foregoing, Tenant acknowledges and agrees that the Golf Course (i) may from time to time hereafter undergo renovation, construction, of these rights shall include but not be limited to, and other modifications; and (ii) the installation, operation, use, maintenance, repair, replacement, relocation City may from time to time adopt rules and reconstruction of any fiber optic facilities, signboards or coal slurry pipeline PROVIDED, HOWEVER, regulations relating to security and other operational concerns that the exercise not materially interfere with LESSEEmay affect Tenant’s railroad operationsbusiness.

Leased Premises. SECTION 1.1 KCS (a) Landlord is the developer of the building known as Building E, 8320 Guilford Road (hereinafter referred to as the "Building"), in an office/warehouse/research and development complex containing three office/ warehouse/research and development buildings and two office buildings located in the Rivers Corpxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000. Xandlord does hereby lease to LESSEE unto Tenant and LESSEE Tenant does hereby rent from Landlord, that portion of the Building known as Suite C-E and containing, as confirmed by Landlord's architect, twelve thousand twelve (12,012) rentable square feet (which does not include any "core factor") (hereinafter referred to as the "Leased Premises") as more particularly described on "Exhibit A" attached hereto, incorporated by reference herein and initialed by the parties. In addition thereto, Landlord has caused RECRA Environmental, Inc. ("RECRA"), the existing tenant of the Leased Premises, to vacate the Leased Premises early and leave those items (the "Personalty") now in the Leased Premises, thereby causing the Personalty to be owned by Landlord, which Personalty Landlord shall convey to Tenant effective on the Commencement Date (defined below). Tenant agrees to accept the Personalty in its present, "as is" condition. As an inducement to Landlord to obtain the early release of the existing lease from KCS for the Leased Premises with RECRA, Tenant shall pay Landlord, on the Commencement Date, a fee of $2,500.00 to cover Landlord's lost rent otherwise payable by RECRA. (b) Landlord, at Landlord's expense, shall cause to be made those improvements to the Leased Premises described in on "Exhibit C-1" attached hereto and incorporated herein by reference (the Recitals above "Base Finish Work"). In addition to the Base Finish Work, Tenant has requested, and Landlord has agreed to make, those additional improvements to the property described in Section 1.2. SECTION 1.2 The Leased Premises (the "Additional Finish Work") all as described and for the cost shown on "Exhibit C-2" attached hereto and incorporated herein. Landlord shall includecontribute $36,036.00 towards the cost of the Additional Finish Work (the "Landlord's Contribution"). All charges and expenses, without limitationwhich shall be deemed additional rent, incurred for work and material respecting the right Additional Finish Work which are in excess of Landlord's Contribution, and are estimated to use be $18,265.20, are to be paid by Tenant on the right Commencement Date. The Base Finish Work and Additional Finish Work is hereinafter collectively referred to as "Landlord's Work". All charges and expenses incurred in connection with any change orders authorized by Tenant will be paid by Tenant at the time Tenant executes such change order. Landlord further agrees to provide to Tenant a refurbishment allowance of way $18,018.00 at the end of the fifth lease year; said allowance shall be paid to Tenant upon submission 5 by Tenant of invoices and other documentation for railroad operations, tracks, rails, ties, ballast, other track materials, switches, crossings, bridges, culverts, buildings, crossing, warning devices and any and all improvements or fixtures affixed such refurbishment work to the right-of-way, but specifically exclude any and all items of personal property not owned by KCS or not affixed to the land, including, without limitation, railroad rolling stock, locomotives, equipment, machinery, tools, inventories, materials and supplies. Within ninety (90) days after the Effective Date, as defined in Section 2.1. KCS shall remove all its personal property from the Leased Premises. Items not so removed shall be deemed included . (c) Landlord hereby agrees that, with respect to Landlord's Work or latent defects, Landlord, for a period of one hundred eighty (180) days from the Commencement Date, will repair or have repaired, all defects in Landlord's Work or latent defects in the Leased Premises. LESSEE expressly acknowledges that KCS has previously leased and/or licensed portions of the Leased Premises. This Lease is made subject , to those leases and/or licenses. To the extent that there exists, on the Leased Premises, property included in or owned by said prior Lessees, said property may remain on the property to the extent permitted need therefor is not caused by the terms negligence or willful misconduct of the lease under Tenant, its employees and invitees (in which it was placed on the property. KCS shall retain the ownership of all AEI readers currently on the Leased Premises. KCS and LESSEE case, such defects will mutually agree on locations where AEI readers are required to record interchange of cars under this Agreement. LESSEE will relocate or pay for the relocation, operation and maintenance of any AEI readers relocated from their current location to record interchange of cars under this Agreement. KCS will remove, be repaired at its Tenant's sole cost, from the Leased Premises all AEI readers not required for recording interchange of cars under this Agreement. LESSEE may, at its expense obtain and locate on the Leased Premises, AEI readers at other locations of its choice on the Leased Premise. Any AEI readers obtained and placed at the expense of LESSEE shall remain the property of LESSEE and LESSEE shall have the right to remove such readers for the Leased Premises upon expiration of termination of this Agreement). SECTION 1.3 LESSEE shall take the Leased Premises in an “AS IS, WHERE IS” CONDITION AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, MERCHANTABILITY, HABITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE and subject to: (a) reservations or exceptions of record of minerals or mineral rights, including but not limited to all coal, oil, gas, casing head gasoline and minerals of any nature and character whatsoever underlying the Leased Premises together with the sole, exclusive and perpetual right to explore for, remove, and dispose of said minerals by any means or methods suitable to KCS, (b) all easements, public utility easements and rights-of-way, howsoever created, for crossings, pipelines, wire lines, fiber optic facilities, roads, streets, highways and other legal purposes; (c) existing and future building zoning, subdivision and other applicable federal, state, county, municipal and local laws, ordinances and regulations; (d) encroachments or other conditions that may be revealed by a survey, title search or inspection of the property; (e) all existing ways, alleys, privileges, rights, appurtenances and servitudes, howsoever created; (f) any liens of mortgage or deeds of trust encumbering said property; (g) the KCS’s exclusive right to grant any and all easements, leases, licenses or rights of occupancy in, on, under, through, above, across or along the Leased Premises, or any portion thereof, for the purpose of construction, of these rights shall include but not be limited to, the installation, operation, use, maintenance, repair, replacement, relocation and reconstruction of any fiber optic facilities, signboards or coal slurry pipeline PROVIDED, HOWEVER, that the exercise not materially interfere with LESSEE’s railroad operations.

Leased Premises. SECTION 1.1 KCS does Lessor hereby lease leases to LESSEE Lessee and LESSEE does Lessee hereby lease leases from KCS Lessor, upon and subject to the Leased Premises described in terms and provisions of this Lease, a portion of the Recitals above first and second floors and the property described in Section 1.2. SECTION 1.2 The entire third floor of the building located at 00 Xxxxxxxxx Xxxx Street, Manchester, New Hampshire (the "Gateway Building") which space consists of approximately 44,092 square feet ("Leased Premises shall includePremises"), without limitation, together with the right to use Common Areas with others as defined under Article VII, Section 7.1, and is further shown on the right plan attached hereto as Exhibit "1.1" and hereby made a part hereof. 1.2 Effective on the First Additional Premises Delivery Date (as defined below), the Leased Premises will also include an additional 10,347 square feet (the "First Additional Premises"), being the remainder of way the second floor of the Gateway Building, which space shall then be in the same condition as on the date hereof, reasonable wear and tear excepted. Lessor agrees to use best efforts to deliver the First Additional Premises to Lessee in "broom clean" condition, free of all occupants and their personal property, on or before March 17, 2000, (the "First Additional Premises Delivery Date"). Within a reasonable time after execution of this Lease, Lessee shall prepare plans for railroad operations, tracks, rails, ties, ballast, other track materials, switches, crossings, bridges, culverts, buildings, crossing, warning devices and any and all certain improvements or fixtures affixed to the right-of-wayFirst Additional Premises desired by Lessee (the "Renovations") and shall deliver such plans to Lessor for approval, but specifically exclude any and all items of personal property which approval shall not owned by KCS be unreasonably withheld, conditioned or not affixed delayed. Lessor shall respond to the land, including, without limitation, railroad rolling stock, locomotives, equipment, machinery, tools, inventories, materials and supplies. Within ninety lessee's plan submission within ten (9010) days after receipt of the Effective Datesame. If Lessor does not approve Lessee's plans, Lessor shall specify in detail the reasons for withholding such approval. Once such plans are approved, Lessor shall (i) consult with Lessee regarding the budget for the construction of the Renovations and shall consult with Lessee in the event it appears the actual cost of completing the Renovations will exceed such budget, and (ii) upon Lessee's approval of the budget and, within a reasonable time after the First Additional Premises Delivery Date (taking into account the scope of the Renovations and that Lessor will not commence the Renovations until after the First Additional Premises Delivery Date and after Lessee requests Lessor to commence such Renovations and after Lessee vacates the First Additional Premises so that the Renovations may be completed with the First Additional Premises vacant), Lessor shall diligently pursue the permitting and construction of the Renovations. Lessee shall commence payment of rent for the First Additional Premises on the First Additional Premises Delivery Date and shall continue to pay such rent while the Renovations are being completed through the end of the term, as it may be extended. Lessor shall pay up to $103,470.00 towards the cost of the Renovations. Within ten (10) days of receipt of Lessor's invoice, Lessee shall reimburse Lessor for the excess of the cost of the Renovations over $103,470.00. 1.3 Effective on the Second Additional Premises Delivery Date (as defined in Section 2.1. KCS shall remove all its personal property from below) , the Leased Premises will also include an additional 33,655+ square feet, being all of the five story building known as the "Gateway II Building", situated at 00 Xxxxxxxxx Xxxx Street, Manchester, New Hampshire (the "Second Additional Premises"). Items Lessor agrees to use best efforts to deliver the Second Additional Premises to Lessee in "broom clean" condition, free of all occupants and their personal property, with the Gateway II Renovations substantially completed and otherwise in the condition required hereunder on May 1, 2000, and the date upon which Lessor in fact delivers the Second Additional Premises in compliance with the foregoing and with the "Core Building Renovations" completed shall be the "Second Additional Premises Delivery Date". By December 10, 1999, Lessee shall prepare plans for certain improvements to the Second Additional Premises desired by Lessee (the "Gateway II Renovations") and shall deliver such plans to Lessor for approval, which approval shall not so removed be unreasonably withheld, conditioned or delayed. Lessor shall respond to Lessee's plan submission within ten (10) days after receipt of the same. If Lessor does not approve Lessee's plans, it shall specify in detail the reasons for withholding such approval. Once such plans are approved, Lessor shall (i) consult with Lessee regarding the budget for the construction of the Gateway II Renovations and shall consult with Lessee in the event it appears the actual cost of completing the Gateway II Renovations will exceed such budget, and (ii) upon Lessee's approval of the budget, Lessor shall diligently pursue the permitting and construction of the Gateway II Renovations. The Gateway II Renovations shall be deemed included substantially completed once a certificate of occupancy for the same is issued (a copy of which shall be delivered to Lessee) and the Gateway II Renovations are complete except for minor details which would not adversely effect Lessee's ability to legally use and occupy the Premises. At Lessee's election, in the Leased Premises. LESSEE expressly acknowledges that KCS has previously leased and/or licensed portions event the cost of the Leased Premises. This Lease is made subject to those leases and/or licenses. To Gateway II Renovations exceed $618,822.00 (the extent that there exists"Second Additional Premises Excess"), on the Leased Premises, property included in or owned by said prior Lessees, said property may remain on the property to the extent permitted by the terms of the lease under which it was placed on the property. KCS shall retain the ownership of all AEI readers currently on the Leased Premises. KCS and LESSEE will mutually agree on locations where AEI readers are required to record interchange of cars under this Agreement. LESSEE will relocate or pay for the relocation, operation and maintenance of any AEI readers relocated from their current location to record interchange of cars under this Agreement. KCS will remove, at its cost, from the Leased Premises all AEI readers not required for recording interchange of cars under this Agreement. LESSEE may, at its expense obtain and locate on the Leased Premises, AEI readers at other locations of its choice on the Leased Premise. Any AEI readers obtained and placed at the expense of LESSEE shall remain the property of LESSEE and LESSEE Lessee shall have the right to remove such readers have the Second Additional Premises Excess amortized over the balance of the original term of this Lease at an interest rate of 9%. For example, for each $1,000.00 of the Second Additional Premises Excess, and assuming a balance of sixty (60) months, the rental rate for the Leased Second Additional Premises shall increase by $20.76 per year. If the Second Additional Premises are not delivered in the condition required hereunder by July 1, 2000, Lessee shall have the right to terminate this Lease with respect to the Second Additional Premises upon expiration written notice to Lessor. The Gateway II Renovations do not include the "Core Building Renovations" described on Exhibit 1.3, which Lessor shall complete at Lessor's expense on or before May 1, 2000. Lessor shall pay up to $618,822.00 towards the cost of termination the Gateway II Renovations. Unless Lessee exercises the right to have the Second Additional Premises Excess amortized as provided above, within ten (10) days of receipt of Lessor's invoice, Lessee shall reimburse Lessor for the excess of the cost of the Gateway II Renovations over $618,822.00. 1.4 Landlord and Tenant each acknowledge and agree that the Landlord, as part of the Core Building Renovations, is going to construct an enclosed connector between the Gateway Building and the Gateway II Building (the "Connector") for the use of Tenant, its agents, employees and contractors. As of the date of this Agreement. SECTION 1.3 LESSEE Lease, the particular construction plans and specificatiions (the "Connector Plans") for the same have not been prepared. Landlord agrees that prior to commencement of the Connector, Landlord shall take submit the Leased Premises Connector Plans to Tenant for Tenant's approval, which approval shall not be unreasonably withheld. In the event Tenant does not approve the Connector Plans, Tenant shall specify its reasons for disapproving the same and Landlord shall revise the Connector Plans to address any reasonable concerns of Tenant and resubmit same to Xxxxxxx for approval. In the event Tenant approves the Connector Plans, Lanldord shall construct the Connector in an “AS IS, WHERE IS” CONDITION AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, MERCHANTABILITY, HABITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE and subject to: (a) reservations or exceptions of record of minerals or mineral rights, including but not limited to all coal, oil, gas, casing head gasoline and minerals of any nature and character whatsoever underlying the Leased Premises together accordance with the sole, exclusive approved Connector Plans and perpetual right to explore for, remove, and dispose of said minerals by any means or methods suitable to KCS, Tenant shall pay Landlord amounts detailed in in exhibit 3.1 section 3 (b) all easements, public utility easements and rights-of-way, howsoever created, for crossings, pipelines, wire lines, fiber optic facilities, roads, streets, highways and other legal purposes; (c) existing and future building zoning, subdivision and other applicable federal, state, county, municipal and local laws, ordinances and regulations; (d) encroachments or other conditions that may be revealed by a survey, title search or inspection of the property; (e) all existing ways, alleys, privileges, rights, appurtenances and servitudes, howsoever created; (f) any liens of mortgage or deeds of trust encumbering said property; (g) the KCS’s exclusive right to grant any and all easements, leases, licenses or rights of occupancy in, on, under, through, above, across or along the Leased Premises, or any portion thereof, for the purpose of construction, of these rights shall include but not be limited to, the installation, operation, use, maintenance, repair, replacement, relocation and reconstruction of any fiber optic facilities, signboards or coal slurry pipeline PROVIDED, HOWEVER, that the exercise not materially interfere with LESSEE’s railroad operations"Connector Contribution").

Leased Premises. SECTION 1.1 KCS does hereby lease Landlord leases to LESSEE Tenant and LESSEE does hereby lease Tenant leases from KCS Landlord the Leased Premises described premises shown in Exhibit A (the "Premises"), containing approximately the rentable square footage set forth as the "Floor Area" in Item 8 of the Basic Lease Provisions and known by the suite number identified in Item 7 of the Basic Lease Provisions. This Lease includes certain furniture, fixtures and equipment located and/or installed in the Recitals above Premises as of the Commencement Date which is identified on Exhibit A-1 attached hereto (the "FF&E"). In the event that Tenant shall notify Landlord not later than thirty (30) days following the Commencement Date of a claimed material discrepancy between the FF&E located and/or installed in the Premises as of the Commencement Date and the property described in Section 1.2. SECTION 1.2 FF&E as scheduled on Exhibit A-1 attached to this Lease, Landlord shall use its commercially reasonable efforts to pursue its rights to remedy same. The Leased Premises FF&E shall includebe leased to Tenant, without limitationadditional charge, in an "as-is" condition and without representation or warranty by Landlord whatsoever. The Premises are located in the right to use building identified in Item 7 of the right Basic Lease Provisions (the Premises together with such building and the underlying real property, are called the "Building"), and is a portion of way for railroad operationsthe project identified in Item 2 of the Basic Lease Provisions and shown in Exhibit Y, tracksif any (the "Project"). If the Project is not already completed, railsLandlord makes no representation that the Project, tiesif any, ballastas shown on Exhibit Y, other track materials(a) will be completed or that it will be constructed as shown on Exhibit Y without change, switches, crossings, bridges, culverts, buildings, crossing, warning devices and any and all improvements or fixtures affixed (b) to the right-of-wayextent the Project is constructed, but specifically exclude any it will not be changed from the Project as shown on Exhibit Y. All references to "Floor Area" in this Lease shall mean the rentable square footage set forth in Item 8 of the Basic Lease Provisions. The rentable square footage set forth in Item 8 has been measured consistently with the measurement of all buildings in the Project, and all items of personal property not owned may include or have been adjusted by KCS or not affixed to the landvarious factors, including, without limitation, railroad rolling stocka load factor to allocate a proportionate share of any vertical penetrations, locomotivesstairwells, equipmentcommon lobby or common features or areas of the Building. Landlord agrees not to remeasure the Floor Area of the Premises during the Term (as same may be extended pursuant to Section 3.3 of this Lease), machinery, tools, inventories, materials and supplies. Within ninety (90) days after Tenant agrees that the Effective Date, as defined Floor Area set forth in Section 2.1. KCS shall remove all its personal property from the Leased Premises. Items not so removed Item 8 shall be deemed included in the Leased Premises. LESSEE expressly acknowledges that KCS has previously leased and/or licensed portions binding on Landlord and Tenant for purposes of this Lease regardless of whether any future or differing measurements of the Leased Premises. This Lease is made subject to those leases and/or licenses. To Premises or the extent that there exists, on the Leased Premises, property included in Building are consistent or owned by said prior Lessees, said property may remain on the property to the extent permitted by the terms of the lease under which it was placed on the property. KCS shall retain the ownership of all AEI readers currently on the Leased Premises. KCS and LESSEE will mutually agree on locations where AEI readers are required to record interchange of cars under this Agreement. LESSEE will relocate or pay for the relocation, operation and maintenance of any AEI readers relocated from their current location to record interchange of cars under this Agreement. KCS will remove, at its cost, from the Leased Premises all AEI readers not required for recording interchange of cars under this Agreement. LESSEE may, at its expense obtain and locate on the Leased Premises, AEI readers at other locations of its choice on the Leased Premise. Any AEI readers obtained and placed at the expense of LESSEE shall remain the property of LESSEE and LESSEE shall have the right to remove such readers for the Leased Premises upon expiration of termination of this Agreement. SECTION 1.3 LESSEE shall take the Leased Premises in an “AS IS, WHERE IS” CONDITION AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, MERCHANTABILITY, HABITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE and subject to: (a) reservations or exceptions of record of minerals or mineral rights, including but not limited to all coal, oil, gas, casing head gasoline and minerals of any nature and character whatsoever underlying the Leased Premises together inconsistent with the sole, exclusive and perpetual right to explore for, remove, and dispose of said minerals by any means or methods suitable to KCS, (b) all easements, public utility easements and rights-of-way, howsoever created, for crossings, pipelines, wire lines, fiber optic facilities, roads, streets, highways and other legal purposes; (c) existing and future building zoning, subdivision and other applicable federal, state, county, municipal and local laws, ordinances and regulations; (d) encroachments or other conditions that may be revealed by a survey, title search or inspection of the property; (e) all existing ways, alleys, privileges, rights, appurtenances and servitudes, howsoever created; (f) any liens of mortgage or deeds of trust encumbering said property; (g) the KCS’s exclusive right to grant any and all easements, leases, licenses or rights of occupancy in, on, under, through, above, across or along the Leased Premises, or any portion thereof, for the purpose of construction, of these rights shall include but not be limited to, the installation, operation, use, maintenance, repair, replacement, relocation and reconstruction of any fiber optic facilities, signboards or coal slurry pipeline PROVIDED, HOWEVER, that the exercise not materially interfere with LESSEE’s railroad operationsFloor Area set forth in Item 8.

Leased Premises. SECTION 1.1 KCS does Landlord hereby lease leases to LESSEE Tenants, and LESSEE does Tenants jointly and severally hereby lease from KCS Landlord, the Leased Premises described property excluding attic, ROOFS of any structure on Premises, fireplace and located at: Gainesville, Florida (which is a non-smoking unit) together with the following equipment and appliances: Oven-range, Refrigerator, Smoke detectors, Fire Extinguisher. Furniture: Special Provision: Any additional equipment provided would be listed under #44-Provided appliances, #45-Provided Services & Utilities and #46- Supplied Services & Utilities of this Lease. In the Lease, the dwelling leased, including furniture, equipment, and appliances located thereon or attached thereto, is hereinafter collectively referred to as the “Premises”. All persons signing this agreement, as Tenant or as signatories in the Recitals capacity of a parent or guardian guaranteeing the obligations of the Tenants, shall be Tenants hereunder, whether named above or not, and the property described in Section 1.2. SECTION 1.2 The Leased Premises shall include, without limitation, the right said persons agree to use the right of way be jointly and severally liable for railroad operations, tracks, rails, ties, ballast, other track materials, switches, crossings, bridges, culverts, buildings, crossing, warning devices and any and all improvements or fixtures affixed to the right-of-wayobligations created hereunder. The parties expressly agree, but specifically exclude any and all items of personal property not owned by KCS or not affixed to the land, including, without limitation, railroad rolling stock, locomotives, equipment, machinery, tools, inventories, materials and supplies. Within ninety (90) days after the Effective Date, as defined in Section 2.1. KCS shall remove all its personal property from the Leased Premises. Items not so removed shall be deemed included in the Leased Premises. LESSEE expressly acknowledges that KCS has previously leased and/or licensed portions of the Leased Premises. This Lease is made subject to those leases and/or licenses. To the extent that there exists, on the Leased Premises, property included in or owned by said prior Lessees, said property may remain on the property to the extent permitted by the terms of the lease under which it was placed on the property. KCS shall retain the ownership of all AEI readers currently on the Leased Premises. KCS and LESSEE will mutually agree on locations where AEI readers are required to record interchange of cars under this Agreement. LESSEE will relocate or pay for the relocation, operation and maintenance of any AEI readers relocated from their current location to record interchange of cars under this Agreement. KCS will remove, at its cost, from the Leased Premises all AEI readers not required for recording interchange of cars under this Agreement. LESSEE may, at its expense obtain and locate on the Leased Premises, AEI readers at other locations of its choice on the Leased Premise. Any AEI readers obtained and placed at the expense of LESSEE shall remain the property of LESSEE and LESSEE shall have the right to remove such readers for the Leased Premises upon expiration of termination of this Agreement. SECTION 1.3 LESSEE shall take the Leased Premises in an “AS IS, WHERE IS” CONDITION AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, MERCHANTABILITY, HABITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE and subject to: (a) reservations or exceptions of record of minerals or mineral rights, including but not limited to all coal, oil, gas, casing head gasoline and minerals of any nature and character whatsoever underlying the Leased Premises together with the sole, exclusive and perpetual right to explore for, remove, and dispose of said minerals by any means or methods suitable to KCS, (b) all easements, public utility easements and rights-of-way, howsoever created, for crossings, pipelines, wire lines, fiber optic facilities, roads, streets, highways and other legal purposes; (c) existing and future building zoning, subdivision and other applicable federal, state, county, municipal and local laws, ordinances and regulations; (d) encroachments or other conditions that may be revealed by a survey, title search or inspection of the property; (e) all existing ways, alleys, privileges, rights, appurtenances and servitudes, howsoever created; (f) any liens of mortgage or deeds of trust encumbering said property; (g) the KCS’s exclusive right to grant any and all easements, leases, licenses or rights of occupancy in, on, under, through, above, across or along the Leased Premises, or any portion thereof, for the purpose of construction, of these rights shall include but not be limited to, the installation, operation, use, maintenance, repair, replacement, relocation and reconstruction of any fiber optic facilities, signboards or coal slurry pipeline PROVIDED, HOWEVERhowever, that the exercise failure on the part of the Landlord to obtain the signature of a guarantor shall not materially interfere with LESSEE’s railroad operationsaffect the liability of any Tenant who has already executed this lease. Tenants obligations to provide guaranties, proof of income, or pay security deposit are stipulated and understood not to constitute conditions precedent to this Lease being fully effective and binding on undersigned Tenants but are requirements which must be met before Tenants can physically occupy the Premises; the failure of any or all undersigned Tenants to provide any such requirement shall not operate to void or negate this Lease or Tenants’ monetary obligations in any way. If a guaranty is required by Landlord or executed on behalf of Tenant it shall be the Tenants obligation to notify any/all guarantor(s) of any renewal, modification or execution of this Lease or any subsequent Lease agreements.

Leased Premises. SECTION 1.1 KCS does hereby Schedule2.01(i) attached hereto describes all leases or agreements to lease under which the Vendor leases any real property relating to LESSEE the Business. Complete and LESSEE does hereby lease from KCS correct copies of the Leases have been provided to the Purchaser. The Vendor is entitled to all rights and benefits as lessee under the Leases and the Vendor has not sublet, assigned, licensed or otherwise conveyed any rights in the Leased Premises described in or the Recitals above and Leases to any other person. The names of the property described in Section 1.2. SECTION 1.2 The Leased Premises shall include, without limitationother parties to the Leases, the right to use the right of way for railroad operations, tracks, rails, ties, ballast, other track materials, switches, crossings, bridges, culverts, buildings, crossing, warning devices and any and all improvements or fixtures affixed to the right-of-way, but specifically exclude any and all items of personal property not owned by KCS or not affixed to the land, including, without limitation, railroad rolling stock, locomotives, equipment, machinery, tools, inventories, materials and supplies. Within ninety (90) days after the Effective Date, as defined in Section 2.1. KCS shall remove all its personal property from the Leased Premises. Items not so removed shall be deemed included in the Leased Premises. LESSEE expressly acknowledges that KCS has previously leased and/or licensed portions description of the Leased Premises, the term, rent and other amounts payable under the Leases and all renewal options available under the Leases are accurately described in Schedule 2.01 (i). This Lease Other than obligations of the Vendor to Horizon Construction and the 1997 operating taxes for the Vancouver premises, which premises are more particularly described in Schedule 2.01(i), all rental and other payments and other obligations required to be paid and performed by the Vendor pursuant to the Leases have been duly paid and performed; the Vendor is made not in default of any of its obligations under the Leases; and, to the best of the knowledge of the Vendor and SoftQuad, none of the landlords or other parties to the Leases are in default of any of their obligations under the Leases. The Vendor is entitled to assign all of its rights and interest under the Leases and in and to the Leased Premises to the Purchaser, subject to those leases and/or licensesobtaining the consents referred to in Schedule 3.01(3) attached hereto. To Subject to obtaining such consents, the extent that there existsterms and conditions of the Leases will not be affected by, on nor will any of the Leases be in default as a result of, the completion of the transactions contemplated hereunder. The use by the Vendor of the Leased Premises, property included Premises is not in or owned by said prior Lessees, said property may remain on the property to the extent permitted by the terms of the lease under which it was placed on the property. KCS shall retain the ownership of all AEI readers currently on the Leased Premises. KCS and LESSEE will mutually agree on locations where AEI readers are required to record interchange of cars under this Agreement. LESSEE will relocate or pay for the relocation, operation and maintenance breach of any AEI readers relocated from their current location building, zoning or other statute, by-' law, ordinance, regulation, covenant, restriction or official plan. The Vendor has adequate rights of ingress to record interchange of cars under this Agreement. KCS will remove, at its cost, and egress from the Leased Premises all AEI readers not required for recording interchange of cars under this Agreement. LESSEE may, at its expense obtain and locate on the Leased Premises, AEI readers at other locations of its choice on the Leased Premise. Any AEI readers obtained and placed at the expense of LESSEE shall remain the property of LESSEE and LESSEE shall have the right to remove such readers for the Leased Premises upon expiration of termination of this Agreement. SECTION 1.3 LESSEE shall take the Leased Premises in an “AS IS, WHERE IS” CONDITION AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, MERCHANTABILITY, HABITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE and subject to: (a) reservations or exceptions of record of minerals or mineral rights, including but not limited to all coal, oil, gas, casing head gasoline and minerals of any nature and character whatsoever underlying the Leased Premises together with the sole, exclusive and perpetual right to explore for, remove, and dispose of said minerals by any means or methods suitable to KCS, (b) all easements, public utility easements and rights-of-way, howsoever created, for crossings, pipelines, wire lines, fiber optic facilities, roads, streets, highways and other legal purposes; (c) existing and future building zoning, subdivision and other applicable federal, state, county, municipal and local laws, ordinances and regulations; (d) encroachments or other conditions that may be revealed by a survey, title search or inspection operation of the property; (e) all existing ways, alleys, privileges, rights, appurtenances and servitudes, howsoever created; (f) any liens of mortgage or deeds of trust encumbering said property; (g) Business in the KCS’s exclusive right to grant any and all easements, leases, licenses or rights of occupancy in, on, under, through, above, across or along the Leased Premises, or any portion thereof, for the purpose of construction, of these rights shall include but not be limited to, the installation, operation, use, maintenance, repair, replacement, relocation and reconstruction of any fiber optic facilities, signboards or coal slurry pipeline PROVIDED, HOWEVER, that the exercise not materially interfere with LESSEE’s railroad operationsordinary course.

Leased Premises. SECTION 1.1 KCS Landlord, in consideration of the rent to be paid and the covenants to be performed by Tenant, does hereby lease and demise to LESSEE Tenant, and LESSEE does Tenant hereby lease rents and hires from KCS Landlord, for the Term herein set forth, the Leased Premises which are described as set forth in the Recitals above Data Sheet attached hereto, in the Shopping Center. Landlord does not warrant or represent that the Shopping Center is or will be constructed exactly as shown on the Site Plan. Notwithstanding anything contained in this Lease to the contrary, Landlord shall have the right, at any time and from time to time, without notice to or consent of Tenant, and without in any manner diminishing Tenant's obligations under this Lease, to make alterations or additions to, and build additional stories on, the property described building in Section 1.2. SECTION 1.2 The which the Leased Premises shall includeare to be located, without limitationand to build adjoining the same, to construct other buildings and improvements of any type in the Shopping Center or the Common Areas, or any part thereof, including the right to use locate and/or erect thereon permanent or temporary kiosks and structures, to enlarge the right Shopping Center, and to make alterations therein or additions thereto, to build additional stories on any building or buildings within the Shopping Center, and to build adjoining thereto, to construct decks or elevated parking facilities and free standing buildings within the parking lot areas of way for railroad operationsthe Shopping Center, tracksand to change the size, railslocation, ties, ballast, other track materials, switches, crossings, bridges, culverts, buildings, crossing, warning devices elevation and nature of any and all improvements or fixtures affixed to of the right-of-way, but specifically exclude any and all items of personal property not owned by KCS or not affixed to the land, including, without limitation, railroad rolling stock, locomotives, equipment, machinery, tools, inventories, materials and supplies. Within ninety (90) days after the Effective Date, as defined in Section 2.1. KCS shall remove all its personal property from the Leased Premises. Items not so removed shall be deemed included stores in the Leased Premises. LESSEE expressly acknowledges Shopping Center or of the Common Areas, or any part thereof; provided that KCS has previously leased and/or licensed portions in no event shall Landlord do anything hereunder which will materially adversely affect Tenant's use of the Leased Premises. In the event Landlord elects to enlarge the Shopping Center, or any part thereof, any additional area may be included by Landlord in the definition of the Shopping Center for purposes of this Lease. Landlord shall also have the general right from time to time to include within and/or to exclude from the defined Shopping Center any existing or future areas, and the floor areas of the Shopping Center shall be accordingly adjusted. For purposes of determining the GLA Fraction, the term "Shopping Center" shall exclude buildings not owned by Landlord. This Lease is made subject to those leases and/or licenses. To the extent that there exists, on the Leased Premises, property included in or owned by said prior Lessees, said property may remain on the property to the extent permitted by the terms of the lease under which it was placed on the property. KCS shall retain the ownership of all AEI readers currently on the Leased Premises. KCS and LESSEE will mutually agree on locations where AEI readers are required to record interchange of cars under this Agreement. LESSEE will relocate or pay for the relocation, operation and maintenance of any AEI readers relocated from their current location to record interchange of cars under this Agreement. KCS will remove, at its cost, from the Leased Premises is subject to all AEI readers not required for recording interchange applicable building restrictions, planning and zoning ordinances, governmental rules and regulations, existing underlying leases, and all other encumbrances, covenants, restrictions and easements affecting the Shopping Center, and to the terms and provisions of cars under this Agreementcertain reciprocal easement and operating agreements now or hereafter entered into by Landlord. LESSEE mayLandlord represents that no encumbrances, at its expense obtain and locate on covenants, restrictions or easements affecting the Leased Premises, AEI readers at other locations Shopping Center prevent or prohibit the use of its choice on the Leased Premise. Any AEI readers obtained and placed at the expense of LESSEE shall remain the property of LESSEE and LESSEE shall have the right to remove such readers for the Leased Premises upon expiration of termination for the Permitted Use. Notwithstanding any other provision of this Agreement. SECTION 1.3 LESSEE Lease, the Storage Space shall take the Leased Premises in an “AS IS, WHERE IS” CONDITION AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, MERCHANTABILITY, HABITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE and subject to: (a) reservations or exceptions of record of minerals or mineral rights, including but not limited to all coal, oil, gas, casing head gasoline and minerals of any nature and character whatsoever underlying the Leased Premises together with the sole, exclusive and perpetual right to explore for, removebe utilized solely for storage purposes, and dispose of said minerals by any means for no other purpose whatsoever (such prohibited uses to include food preparation, food refrigeration and freezing, customer seating, customer waiting, merchandise sales, memorabilia display, employee changing or methods suitable to KCS, (b) all easements, public utility easements and rights-of-way, howsoever created, for crossings, pipelines, wire lines, fiber optic facilities, roads, streets, highways and other legal purposes; (c) existing and future building zoning, subdivision and other applicable federal, state, county, municipal and local laws, ordinances and regulations; (d) encroachments or other conditions that may be revealed by a survey, title search or inspection of the property; (e) all existing ways, alleys, privileges, rights, appurtenances and servitudes, howsoever created; (f) any liens of mortgage or deeds of trust encumbering said property; (g) the KCS’s exclusive right to grant any and all easements, leases, licenses or rights of occupancy in, on, under, through, above, across or along the Leased Premisesbreak area, or any portion thereof, for the purpose of construction, of these rights shall include but other use that is not be exclusively limited to, the installation, operation, use, maintenance, repair, replacement, relocation and reconstruction of any fiber optic facilities, signboards or coal slurry pipeline PROVIDED, HOWEVER, that the exercise not materially interfere with LESSEE’s railroad operationsto storage).

Leased Premises. SECTION 1.1 KCS does hereby lease The Landlord agrees to LESSEE and LESSEE does hereby lease from KCS the Leased Premises described in the Recitals above and the property described in Section 1.2. SECTION 1.2 The Leased Premises shall include, without limitation, the right to use the right of way for railroad operations, tracks, rails, ties, ballast, other track materials, switches, crossings, bridges, culverts, buildings, crossing, warning devices and any and all improvements or fixtures affixed rent to the right-of-wayTenant the house municipally described as 00000 Xxxxxx Xxxxxxxx Xxxx, but specifically exclude any and all items of personal property not owned by KCS or not affixed to Xxxxxxxx, XX 00000, (the land'Premises') for use as residential premises only. The Premises are more particularly described as follows: Hidden Treasure Ranch Cabin and, includingif negotiated, without limitation, railroad rolling stock, locomotives, equipment, machinery, tools, inventories, materials and supplies. Within ninety (90) days after the Effective Date, as defined in Section 2.1. KCS shall remove all its personal property from the Leased Premises. Items not so removed shall be deemed included in the Leased Premises. LESSEE expressly acknowledges that KCS has previously leased and/or licensed portions use of the Leased PremisesPole Barn. This Lease is made subject to those leases and/or licenses. To Neither the extent that there exists, on the Leased Premises, property included in or owned by said prior Lessees, said property may remain on the property to the extent permitted by the terms Premises nor any part of the lease under which it was placed on Premises will be used at any time during the property. KCS shall retain the ownership of all AEI readers currently on the Leased Premises. KCS and LESSEE will mutually agree on locations where AEI readers are required to record interchange of cars under this Agreement. LESSEE will relocate or pay for the relocation, operation and maintenance of any AEI readers relocated from their current location to record interchange of cars under this Agreement. KCS will remove, at its cost, from the Leased Premises all AEI readers not required for recording interchange of cars under this Agreement. LESSEE may, at its expense obtain and locate on the Leased Premises, AEI readers at other locations of its choice on the Leased Premise. Any AEI readers obtained and placed at the expense of LESSEE shall remain the property of LESSEE and LESSEE shall have the right to remove such readers for the Leased Premises upon expiration of termination term of this Agreement. SECTION 1.3 LESSEE shall take the Leased Premises in an “AS IS, WHERE IS” CONDITION AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, MERCHANTABILITY, HABITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE and subject to: (a) reservations or exceptions of record of minerals or mineral rights, including but not limited to all coal, oil, gas, casing head gasoline and minerals of any nature and character whatsoever underlying the Leased Premises together with the sole, exclusive and perpetual right to explore for, remove, and dispose of said minerals Lease by any means or methods suitable to KCS, (b) all easements, public utility easements and rights-of-way, howsoever created, for crossings, pipelines, wire lines, fiber optic facilities, roads, streets, highways and other legal purposes; (c) existing and future building zoning, subdivision and other applicable federal, state, county, municipal and local laws, ordinances and regulations; (d) encroachments or other conditions that may be revealed by a survey, title search or inspection of the property; (e) all existing ways, alleys, privileges, rights, appurtenances and servitudes, howsoever created; (f) any liens of mortgage or deeds of trust encumbering said property; (g) the KCS’s exclusive right to grant any and all easements, leases, licenses or rights of occupancy in, on, under, through, above, across or along the Leased Premises, or any portion thereof, Tenant for the purpose of constructioncarrying on any business, profession, or trade of these rights shall include but not any kind, or for the purpose other than as a private single-family residence. Subject to the provisions of this Lease, apart from the Tenant and the Tenant's immediate family members or guests, no other persons will live in the Premises without the prior written permission of the Landlord. No guests of the Tenants may occupy the Premises for longer than one week without the prior written consent of the Landlord. No pets or animals are allowed to be limited tokept in or about the Premises. Subject to the provisions of this Lease, the installationTenant is entitled to the exclusive use of the following parking (the 'Parking') on or about the Premises. Only properly insured motor vehicles may be parked in the Tenant's space. The Landlord has supplied and the Tenant agrees to use and maintain in reasonable condition, operationnormal wear and tear accepted, use, maintenance, repair, replacement, relocation and reconstruction the furnishings noted in the inspection report completed before the Tenant took possession of any fiber optic facilities, signboards or coal slurry pipeline PROVIDED, HOWEVER, the Premises. Term The term of the Lease: Commences at 12:00 pm on “Start Date”. Concludes at 11:00 am on “End Date”. Notwithstanding that the exercise not materially interfere term of this Lease commences on the date above, the Tenant is entitled to possession of the Premises at or about 12:00 pm on “Start Date”. Should the Tenant remain in possession of the Premises with LESSEE’s railroad operationsthe consent of the Landlord after the natural expiration of this Lease, a new tenancy from day to day will be created between the Landlord and the Tenant which will be subject to all the terms and conditions of this Lease but will be terminable upon the Landlord giving the Tenant the notice required under the Act. Rent Subject to the provisions of this Lease, the rent for the Premises is “Rent”, paid in advance in full. A cleaning fee of “Cleaning Fee” will be assessed.

Leased Premises. SECTION 1.1 KCS does In consideration of the rents reserved and the covenants and agreements herein contained on the part of Tenant to be observed and performed, Landlord hereby demises, lets and leases unto Tenant, and Tenant hereby rents from Landlord, those certain premises consisting of a space containing an area of approximately 54,783 square feet (the "Leased Premises") shown on Exhibit "A" attached hereto and constituting a part of the office/warehouse building, located at________, which Building is located upon the lot, tract or parcel of land more particularly described on Exhibit "A-2" attached hereto and made a part hereof for all purposes. If the Building is in a development containing one or more other buildings, such buildings together with all related site land, improvements, parking facilities, common areas, driveways and landscaping, together with the Building shall be referred to as the "Project". Effective as of the first day of the 11th Lease Month (hereinafter defined) (such date, the "Mandatory Expansion Space Commencement Date"), Landlord shall lease to LESSEE Tenant, and LESSEE does hereby Tenant shall lease from KCS Landlord, that certain space containing 10,588 square feet (the "Mandatory Expansion Space") identified on Exhibit "A-1" attached hereto. Effective as of the Mandatory Expansion Space Commencement Date, the term "Leased Premises" as used herein shall mean the initial Leased Premises and the Mandatory Expansion Space, and the size of the Leased Premises described in shall be 65,371 square feet. Notwithstanding the Recitals above foregoing, Tenant may take possession of the Mandatory Expansion Space on the Commencement Date without accelerating the Mandatory Expansion Space Commencement Date. Such possession of the Mandatory Expansion Space shall be subject to all of the terms and conditions of the Lease, except that Tenant shall not be required to pay Rent with respect to the period of time prior to the Mandatory Expansion Space Commencement Date. The purpose of the site plans attached as Exhibit "A" and Exhibit "A-1" is to show the approximate location of the Leased Premises (i.e., the initial Leased Premises and the property described in Section 1.2. SECTION 1.2 The Leased Premises shall include, without limitation, Mandatory Expansion Space). Landlord reserves the right at any time to use relocate, vary and adjust the right size of way for railroad operations, tracks, rails, ties, ballast, other track materials, switches, crossings, bridges, culverts, the various buildings, crossingcovenants, warning devices automobile parking areas, and any and all improvements or fixtures affixed to the right-of-way, but specifically exclude any and all items of personal property other common areas as shown on said site plan; provided that Landlord shall not owned by KCS or not affixed to the land, including, without limitation, railroad rolling stock, locomotives, equipment, machinery, tools, inventories, materials and supplies. Within ninety (90) days after the Effective Date, as defined in Section 2.1. KCS shall remove all its personal property from relocate the Leased Premises. Items not so removed shall be deemed included in The use and occupancy by Tenant of the Leased PremisesPremises shall include the use, in common with others entitled thereto, of the common service areas, pedestrian walks, automobile driveways and parking areas, all as shown on the site plan attached hereto as Exhibit "A". LESSEE expressly acknowledges that KCS has previously leased and/or licensed portions In determining the number of square feet of area of the Leased Premises. This Lease is made subject to those leases and/or licenses. To the extent , Tenant acknowledges that there exists, on the Leased Premises, property included in or owned by said prior Lessees, said property may remain on the property to the extent permitted by the terms of the lease under which it was placed on the property. KCS shall retain the ownership of all AEI readers currently on the Leased Premises. KCS and LESSEE will mutually agree on locations where AEI readers are required to record interchange of cars under this Agreement. LESSEE will relocate or pay for the relocation, operation and maintenance of any AEI readers relocated from their current location to record interchange of cars under this Agreement. KCS will remove, at its cost, from the Leased Premises all AEI readers not required includes the usable area, without deduction for recording interchange columns or projections, multiplied by a load factor to reflect a share of cars under this Agreementcertain areas, which may include mechanical and service rooms and closets in the Building. LESSEE may, at its expense obtain and locate on Prior to the Leased Premises, AEI readers at other locations of its choice on the Leased Premise. Any AEI readers obtained and placed at the expense of LESSEE shall remain the property of LESSEE and LESSEE shall have the right to remove such readers for the Leased Premises upon expiration of termination of this Agreement. SECTION 1.3 LESSEE shall take the Leased Premises in an “AS IS, WHERE IS” CONDITION AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, MERCHANTABILITY, HABITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE Commencement Date and subject to: (a) reservations or exceptions of record of minerals or mineral rights, including but not limited to all coal, oil, gas, casing head gasoline and minerals of any nature and character whatsoever underlying the Leased Premises together in accordance with the soleterms set forth in Section II of Addendum I attached to this Lease, exclusive Tenant may use the remaining leasable area of the Building for (i) the storage of raw materials, finished goods and perpetual right to explore for, removeequipment, and dispose of said minerals by any means or methods suitable (ii) subject to KCS, (b) compliance with all easements, public utility easements and rights-of-way, howsoever created, for crossings, pipelines, wire lines, fiber optic facilities, roads, streets, highways and other legal purposes; (c) existing and future building zoning, subdivision and other applicable federal, state, county, municipal and local laws, ordinances and regulations; (d) encroachments or other conditions that may be revealed by a survey, title search or inspection of the property; (e) all existing ways, alleys, privileges, rights, appurtenances and servitudes, howsoever created; (f) any liens of mortgage or deeds of trust encumbering said property; (g) the KCS’s exclusive right to grant any and all easements, leases, licenses or rights of occupancy in, on, under, through, above, across or along the Leased Premises, or any portion thereof, for the purpose of construction, of these rights shall include but not be limited to, the installation, operation, use, maintenance, repair, replacement, relocation and reconstruction of any fiber optic facilities, signboards or coal slurry pipeline PROVIDED, HOWEVER, that the exercise not materially interfere with LESSEE’s railroad operationslight product assembly.

Leased Premises. SECTION 1.1 KCS does Section 2.01 Leased Premises Description County hereby lease leases to LESSEE Tenant and LESSEE does Tenant hereby agrees to lease from KCS the Leased Premises described in the Recitals above and the property described in Section 1.2. SECTION 1.2 The Leased Premises shall include, without limitation, County the right to use that certain property hereinafter referred to as “Leased Premises,” within the right Airport as listed and depicted in Exhibit A (Leased Premises Description and Lease Outline Drawings), including any improvements to be made or modifications to be made thereto. No other part of way for railroad operationsthe Airport shall be part of the Leased Premises. If the Leased Premises are not fully constructed at the time of Lease execution, tracksthen the actual square footage determined after completion of construction shall be adjusted and acknowledged by the Parties. Tenant shall adhere to County measurement standards of the Leased Premises when submitting final as-built square footage. In the event Tenant measurements differs from the County, railsCounty measurements shall prevail. The Parties agree to modify Exhibit A to incorporate such as-built areas into the Lease. Section 2.02 Additions to and Deletions from the Leased Premises County and Tenant may, tiesduring the Term and by mutual agreement, ballast, other track materials, switches, crossings, bridges, culverts, buildings, crossing, warning devices and any and all improvements add additional space(s) or fixtures affixed to the right-of-way, but specifically exclude any and all items of personal property not owned by KCS or not affixed to the land, including, without limitation, railroad rolling stock, locomotives, equipment, machinery, tools, inventories, materials and supplies. Within ninety (90delete space(s) days after the Effective Date, as defined in Section 2.1. KCS shall remove all its personal property from the Leased Premises. Items not so removed All space(s) added to the Leased Premises pursuant to this Section shall be deemed included in the Leased Premises. LESSEE expressly acknowledges that KCS has previously leased and/or licensed portions of the Leased Premises. This Lease is made subject to those leases and/or licensesall the terms, conditions, and other provisions of this Lease and Tenant shall pay to County all rents, fees, and charges applicable to the additional space(s) in accordance with this Lease. To In the extent that there exists, on case of deletions of space(s) from the Leased Premises, property included in or owned rents, fees, and charges paid to County by said prior LesseesTenant shall be appropriately adjusted. The Parties may modify Exhibit A (Leased Premises Description), said property may remain on the property and Exhibit B (Permitted Uses) as necessary, to incorporate space additions to the extent permitted by the terms of the lease under which it was placed on the property. KCS shall retain the ownership of all AEI readers currently on the Leased Premises. KCS Premises and LESSEE will mutually agree on locations where AEI readers are required to record interchange of cars under this Agreement. LESSEE will relocate or pay for the relocation, operation and maintenance of any AEI readers relocated from their current location to record interchange of cars under this Agreement. KCS will remove, at its cost, space deletions from the Leased Premises all AEI readers by amendment executed by the Airport Director and Tenant. In the event an adjustment of Tenant’s Leased Premises modifies the Concession Space Rent, the Airport Director may approve the adjustment, not required for recording interchange to exceed twenty (20) percent of cars under this Agreement. LESSEE may, at its expense obtain and locate on the Leased Premises, AEI readers at other locations of its choice on the Leased Premise. Any AEI readers obtained and placed at the expense of LESSEE shall remain the property of LESSEE and LESSEE shall have Concession Space Rent. Section 2.03 Assigning Of Interim Concession Locations County may grant to Tenant the right to remove such readers for temporarily use various individual locations, to be mutually agreed upon, as might become available from time to time as Interim Concession Locations. Assigned Interim Concession Locations shall become part of the Leased Premises upon expiration of termination and be subject to the same rent as defined in Section 4.04. All provisions of this Agreement.Lease shall apply to the operation of the Interim Concession Locations. Tenant shall be permitted to operate such Interim Concession Locations only for the specified permitted use and the specific time period granted by the County. The intent of allowing Tenant the use of the Interim Concession Locations is to allow Tenant the opportunity to operate permitted business activities, provide increased customer service levels and to generate revenue to the County. Tenant shall relinquish the Interim Concession Locations to the County upon request. DocuSign Envelope ID: C3FE23DB-91BD-434E-8B72-DA0A11B2473D SECTION 1.3 LESSEE shall take Section 2.04 Reclaiming of Leased Premises for Airport Purposes County reserves the right to reclaim the Leased Premises when, in an “AS ISthe sole discretion of County, WHERE IS” CONDITION AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, MERCHANTABILITY, HABITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE and subject to: (a) reservations such reclaiming is necessary for the development or exceptions of record of minerals or mineral rights, including but not limited to all coal, oil, gas, casing head gasoline and minerals of any nature and character whatsoever underlying the Leased Premises together with the sole, exclusive and perpetual right to explore for, remove, and dispose of said minerals by any means or methods suitable to KCS, (b) all easements, public utility easements and rights-of-way, howsoever created, for crossings, pipelines, wire lines, fiber optic facilities, roads, streets, highways and other legal purposes; (c) existing and future building zoning, subdivision and other applicable federal, state, county, municipal and local laws, ordinances and regulations; (d) encroachments or other conditions that may be revealed by a survey, title search or inspection operations of the property; (e) all existing ways, alleys, privileges, rights, appurtenances and servitudes, howsoever created; (f) any liens Airport or is in the best interest of mortgage or deeds of trust encumbering said property; (g) County. In the KCS’s exclusive right to grant any and all easements, leases, licenses or rights of occupancy in, on, under, through, above, across or along event County should require the Leased Premises, or any portion thereof, for any Airport purpose and removes any portion of Tenant's Leased Premises or terminates the purpose Lease under the provisions of this Section, County shall reimburse Tenant for improvements completed during the term of this Lease to the Leased Premises as follows: Compensation for improvements located on the Leased Premises shall be calculated by means of the following formula: A = Tenant's actual Leased Premises improvement construction costs submitted in accordance with the Section in this Lease entitled, “Section 11.12 Completion of Construction.” B = Number of full months remaining in the Agreement term. C = Number of full months between the date Tenant completed construction of Leased Premises improvements and the date the Agreement would expire by its terms if County did not exercise its right to early termination. Tenant shall submit to County within sixty (60) days of completion of construction of any Leased Premises improvement, notifications of completion of construction, and submit detailed supporting documentation of these construction costs together with “as-built” plans and “Record Documents” as required elsewhere in this Lease. Tenant acknowledges and agrees if Xxxxxx fails to submit notifications and supporting documentation for any such Leased Premises improvements in a timely manner, Tenant waives its right to Compensation, as defined above, for such improvements. Tenant agrees that exercise by County of its termination rights hereunder shall include but not be limited to, the installation, operation, use, maintenance, repair, replacement, relocation and reconstruction construed as a taking by County of any fiber optic facilitiespart of the Leased Premises, signboards nor of Tenant's rights under this Lease, nor shall Tenant, except as provided herein, be entitled to payment for any loss of goodwill, income, or coal slurry pipeline PROVIDED, HOWEVER, that the exercise not materially interfere with LESSEE’s railroad operationsother amount because of partial or full termination of this Lease.

Leased Premises. SECTION 1.1 KCS 2.1 Landlord does hereby lease to LESSEE Tenant the space specified in Section 1(B) of the Basic Lease Provisions, as shown on Exhibit "B" attached hereto, together with the nonexclusive right and LESSEE easement to use the parking and certain common areas and facilities, which are furnished by the Landlord at or in the Building, in common and conjunction with the Landlord, the other tenants of the Building, and their respective agents, employees, customers and invitees (the "Common Areas"). Landlord shall not reduce, alter, modify or change in any manner the Common Areas without the consent of Tenant, which consent shall not be unreasonably withheld or delayed, provided that: (i) the rear portion of the parking lot area may be so altered, so long as same does hereby lease from KCS not affect Tenant's rights hereunder, and (ii) the interior hallway may be reconfigured to accommodate a new tenant, so long as access to and visibility of the Leased Premises described in is not adversely affected thereby. Tenant and its agents, employees, customers and invitees shall continue to have the Recitals above and the property described in Section 1.2. SECTION 1.2 The Leased Premises shall include, without limitation, the exclusive right to use the right parking spaces currently designated for Tenant's use as of way the date hereof. In the event the size of the Leased Premises is reduced in accordance with Section 36 of the Lease, the number of parking spaces designated for railroad operationsTenant's use shall be proportionately reduced. Tenant further acknowledges that Landlord shall have no obligation to police, tracksmonitor or enforce the usage of Tenant's designated parking spaces. 2.2 Landlord and Tenant acknowledge that the entire Building including the Leased Premises is currently covered by an existing lease (the "Existing Lease") dated May 18, rails1983, tiesbetween Landlord, ballastas lessor, other track materialsand Tenant, switchesas lessee, crossingsas amended (collectively, bridgesthe "Existing Lease"). Contemporaneously herewith, culverts, buildings, crossing, warning devices Landlord and any and all improvements or fixtures affixed Tenant shall execute an amendment (the "Amendment") to the right-of-way, but specifically exclude any and all items of personal property not owned by KCS or not affixed to Existing Lease excluding the land, including, without limitation, railroad rolling stock, locomotives, equipment, machinery, tools, inventories, materials and supplies. Within ninety Leased Premises from the Premises (90) days after the Effective Date, as defined in Section 2.1the Existing Lease) for purposes of the Existing Lease. KCS shall remove all its personal property from Pursuant to such Amendment, the Leased Premises. Items not so removed shall be deemed included in the Leased Premises. LESSEE expressly acknowledges that KCS has previously leased and/or licensed Existing Lease will cover only those portions of the Leased PremisesBuilding currently subleased by Tenant to: (i) Henrx Xxxx Xxxlth System/Invitro Fertilization of Australia Partnership d/b/a Henrx Xxxx XXX Australia Program ("HFIAP") under a Sublease dated June 15, 1992 (the "HFIAP Sublease"), and (ii) Henrx Xxxx Xxxlth System d/b/a Henrx Xxxx Xxxical Group ("HFHS") under a Sublease dated June 15, 1992 (the "HFHS Sublease"). This Lease The portion of the Building covered by the HFHS Sublease (the "HFIAP Space") is made also subject to those leases and/or licensesa Lease dated June 15, 1992 (the "HFIAP Lease") between Landlord and HFHS, which HFIAP Lease commences upon expiration of the HFIAP Sublease. To The portion of the extent Building covered by the HFHS Sublease (the "HFHS Space") is also subject to a Lease dated June 15, 1992 (the "HFHS Lease") between Landlord and HFHS, which HFHS Lease commences upon expiration of the HFHS Sublease. The HFHS Space is more particularly described in the HFHS Lease and the HFIAP Space is more particularly described in the HFIAP Lease. From and after the date hereof, Landlord and Tenant shall use their best efforts to obtain the consent of HFIAP and HFHS to: (i) the immediate termination of the HFIAP Sublease and HFHS Sublease (the "Subleases") effective as of the first day of the first month following the granting of such consent by both HFIAP and HFHS (the "Termination Date"), and (ii) amendments to the HFIAP Lease and the HFHS Lease (the "Leases") such that there existssuch Leases shall commence as of the Termination Date rather than June 1, on 1996 (the "Amendments"). Upon the granting of such consent of HFIAP and HFHS, termination of the Subleases, and the execution of the Amendments by Landlord, HFIAP and HFHS, the Existing Lease will be terminated and of no further force or effect. In the event that HFIAP or HFHS refuses to grant such consent, Tenant shall assign all of its right, title, and interest in and to the Subleases to Landlord, Landlord shall assume the obligations of Tenant thereunder, and the Existing Lease shall be terminated and of no further force or effect as of the date of such assignment. In the event of a conflict between this Lease and the Existing Lease as to the Leased Premises, property included in or owned by said prior Lesseesthis Lease shall control. 2.4 Landlord executed a certain letter dated February 28, said property may remain on the property 1992, with respect to the extent permitted by the terms proposed sub-tenancy of the lease under which it was placed on the propertyHFHS. KCS shall retain the ownership Landlord and Tenant acknowledge and agree that such letter is null and void and of all AEI readers currently on the Leased Premises. KCS and LESSEE will mutually agree on locations where AEI readers are required to record interchange of cars under this Agreement. LESSEE will relocate no further force or pay for the relocation, operation and maintenance of any AEI readers relocated from their current location to record interchange of cars under this Agreement. KCS will remove, at its cost, from the Leased Premises all AEI readers not required for recording interchange of cars under this Agreement. LESSEE may, at its expense obtain and locate on the Leased Premises, AEI readers at other locations of its choice on the Leased Premise. Any AEI readers obtained and placed at the expense of LESSEE shall remain the property of LESSEE and LESSEE shall have the right to remove such readers for the Leased Premises upon expiration of termination of this Agreementeffect. SECTION 1.3 LESSEE shall take the Leased Premises in an “AS IS, WHERE IS” CONDITION AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, MERCHANTABILITY, HABITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE 2.5 Tenant hereby agrees to indemnify and subject to: (a) reservations or exceptions of record of minerals or mineral rights, including but not limited to all coal, oil, gas, casing head gasoline hold Landlord harmless from and minerals of any nature and character whatsoever underlying the Leased Premises together with the sole, exclusive and perpetual right to explore for, remove, and dispose of said minerals by any means or methods suitable to KCS, (b) all easements, public utility easements and rights-of-way, howsoever created, for crossings, pipelines, wire lines, fiber optic facilities, roads, streets, highways and other legal purposes; (c) existing and future building zoning, subdivision and other applicable federal, state, county, municipal and local laws, ordinances and regulations; (d) encroachments or other conditions that may be revealed by a survey, title search or inspection of the property; (e) all existing ways, alleys, privileges, rights, appurtenances and servitudes, howsoever created; (f) any liens of mortgage or deeds of trust encumbering said property; (g) the KCS’s exclusive right to grant against any and all easementsliabilities, leasesclaims, licenses or rights of occupancy indemands, onobligations, undercosts and expenses arising under the Subleases prior to the date hereof. Landlord hereby agrees to indemnify and hold Tenant harmless from and against any and all liabilities, throughclaims, abovedemands, across or along obligations, costs and expenses arising under the Leased Premises, or any portion thereof, for Subleases from and after the purpose of construction, of these rights shall include but not be limited to, the installation, operation, use, maintenance, repair, replacement, relocation and reconstruction of any fiber optic facilities, signboards or coal slurry pipeline PROVIDED, HOWEVER, that the exercise not materially interfere with LESSEE’s railroad operationsdate hereof.

Leased Premises. SECTION 1.1 KCS A. City hereby provides Tenant with concession space and concession related operating and storage space located within the Golf Course (“Leased Premises”). The Leased Premises are described in detail in the RFP which is attached hereto and incorporated herein. Improvements to the Leased Premises are as set forth in Exhibit A, Owner and Tenant Improvements. All Tenant Improvements are at the sole cost of Tenant and must be pre-approved in writing by City. B. Tenant acknowledges that from time to time, special events, group outings and City golf programs take place at the Golf Course. Tenant shall cooperate with City to accommodate these occasions and provide adequate seating space as needed. C. During the term of this Agreement, Tenant shall be responsible for maintenance of all furniture, fixtures and equipment on the Leased Premises D. In addition, and with the written approval of City, kiosks, patio-type tables and similar facilities may be located in other areas of the Golf Course if doing so is warranted for enhanced customer service, and does hereby lease not interfere with other Golf Course activities. E. In addition to LESSEE and LESSEE does hereby lease from KCS the exclusive use of the Leased Premises described in the Recitals above and the property described in Section 1.2. SECTION 1.2 The Leased Premises herein, Tenant shall include, without limitation, the right to use the possess a non-exclusive right of way for railroad operations, tracks, rails, ties, ballast, other track materials, switches, crossings, bridges, culverts, buildings, crossing, warning devices ingress and any egress to and all improvements or fixtures affixed to the right-of-way, but specifically exclude any and all items of personal property not owned by KCS or not affixed to the land, including, without limitation, railroad rolling stock, locomotives, equipment, machinery, tools, inventories, materials and supplies. Within ninety (90) days after the Effective Date, as defined in Section 2.1. KCS shall remove all its personal property from the Leased Premises. Items not so removed shall be deemed included in the Leased Premises. LESSEE expressly acknowledges that KCS has previously leased and/or licensed portions of the Leased Premises. This Lease is made subject to those leases and/or licenses. To the extent that there exists, on the Leased Premises, property included in or owned by said prior Lessees, said property may remain on the property to the extent permitted by the terms of the lease under which it was placed on the property. KCS shall retain the ownership of all AEI readers currently on the Leased Premises. KCS and LESSEE will mutually agree on locations where AEI readers are required to record interchange of cars under this Agreement. LESSEE will relocate or pay for the relocation, operation and maintenance of any AEI readers relocated from their current location to record interchange of cars under this Agreement. KCS will remove, at its cost, from the Leased Premises all AEI readers not required as may be necessary on through areas designated by the City, subject to Golf Course rules F. Tenant shall also have the right to the use of reasonably adequate parking facilities for recording interchange of cars under this Agreement. LESSEE may, at its expense obtain and locate on the Leased Premises, AEI readers at other locations of its choice on the Leased Premise. Any AEI readers obtained and placed employees employed at the expense of LESSEE Golf Course in common with other employees, which facilities shall remain be located in an area designated by the property of LESSEE and LESSEE City for employee parking. Only Tenant employees assigned to this concession shall use the employee parking facilities. G. City shall have the right to remove such readers enter upon the Golf Course, including the Lease Premises, at all times for any purpose, including without limitation, inspecting the Golf Course or the Leased Premises upon expiration of termination of this Agreementor for making improvements or repairs thereto or thereon. SECTION 1.3 LESSEE H. Tenant shall take not place or install any racks, stands or other display of merchandise or trade fixtures in any Golf Course property outside the Leased Premises in an “AS ISwithout the express prior consent of the City. I. Tenant acknowledges and agrees that City shall have the right at all times to change, WHERE IS” CONDITION AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTIESalter, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, MERCHANTABILITY, HABITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE and subject to: (a) reservations or exceptions of record of minerals or mineral rights, including but not limited to all coal, oil, gas, casing head gasoline and minerals of any nature and character whatsoever underlying the Leased Premises together with the sole, exclusive and perpetual right to explore for, removeexpand, and dispose of said minerals by any means or methods suitable to KCS, (b) all easements, public utility easements and rights-of-way, howsoever created, for crossings, pipelines, wire lines, fiber optic facilities, roads, streets, highways and other legal purposes; (c) existing and future building zoning, subdivision and other applicable federal, state, county, municipal and local laws, ordinances and regulations; (d) encroachments or other conditions that may be revealed by a survey, title search or inspection of contract the property; (e) all existing ways, alleys, privileges, rights, appurtenances and servitudes, howsoever created; (f) any liens of mortgage or deeds of trust encumbering said property; (g) the KCS’s exclusive right to grant any and all easements, leases, licenses or rights of occupancy in, on, under, through, above, across or along Golf Course including the Leased Premises. Without limiting the generality of the foregoing, or any portion thereofTenant acknowledges and agrees that the Golf Course (i) may from time to time hereafter undergo renovation, for the purpose of construction, of these rights shall include but not be limited to, and other modifications; and (ii) the installation, operation, use, maintenance, repair, replacement, relocation City may from time to time adopt rules and reconstruction of any fiber optic facilities, signboards or coal slurry pipeline PROVIDED, HOWEVER, regulations relating to security and other operational concerns that the exercise not materially interfere with LESSEEmay affect Tenant’s railroad operationsbusiness.

Leased Premises. SECTION 1.1 KCS A. The Board does hereby devise and exclusively lease to LESSEE unto the Company, and LESSEE the Company does hereby lease take from KCS the Board, that parcel of land located on the Airport containing approximately 515,307.2 square feet of land, and including the Restricted Use Area, all as set forth and identified on Exhibit AA@ attached hereto and hereafter referred to as the ALeased Premises@. B. The Company shall have the option to enlarge the area of the Leased Premises described in by adding thereto on or before the Recitals above expiration of ten (10) years after the commencement of the Rental Commencement Date that parcel of land containing approximately 202,248.2 square feet (the AOption Parcel@), all as set forth and identified on Exhibit AA@ attached hereto and incorporated herein by reference. The Company may exercise the property option to add such Option Parcel to the area of the Leased Premises by giving written notice to the Board within such ten (10) year period of the exercise of such option and said parcel shall become a part of the Leased Premises on the first day of the month next following receipt by the Board of Company's written notice of exercise of this option. This option shall expire ten (10) years after the Rental Commencement Date. The rental to be paid by the Company to the Board for such Option Parcel shall be at the same per square foot rental then being paid for the initial parcel being leased hereunder as set forth and described in Section 1.2. SECTION 1.2 The VI hereof, and such parcel as a part of the Leased Premises shall include, without limitation, the right to use the right of way for railroad operations, tracks, rails, ties, ballast, other track materials, switches, crossings, bridges, culverts, buildings, crossing, warning devices and any and all improvements or fixtures affixed be otherwise subject to the right-of-way, but specifically exclude any terms and all items conditions of personal property not owned this Ground Lease. The rental to be paid by KCS or not affixed to the land, including, without limitation, railroad rolling stock, locomotives, equipment, machinery, tools, inventories, materials and supplies. Within ninety (90) days after the Effective Date, as defined in Section 2.1. KCS Company for such Option Parcel shall remove all its personal property from the Leased Premises. Items not so removed shall be deemed included in the Leased Premises. LESSEE expressly acknowledges that KCS has previously leased and/or licensed portions of the Leased Premises. This Lease is made subject to those leases and/or licenses. To the extent that there exists, commence on the Leased Premises, property included in or owned by said prior Lessees, said property may remain on the property to the extent permitted by the terms earlier of the lease under which it was placed on the property. KCS shall retain the ownership of all AEI readers currently on the Leased Premises. KCS and LESSEE will mutually agree on locations where AEI readers are required to record interchange of cars under this Agreement. LESSEE will relocate or pay for the relocation, operation and maintenance of any AEI readers relocated from their current location to record interchange of cars under this Agreement. KCS will remove, at its cost, from the Leased Premises all AEI readers not required for recording interchange of cars under this Agreement. LESSEE may, at its expense obtain and locate on the Leased Premises, AEI readers at other locations of its choice on the Leased Premise. Any AEI readers obtained and placed at the expense of LESSEE shall remain the property of LESSEE and LESSEE shall have the right to remove such readers for the Leased Premises upon expiration of termination of this Agreement. SECTION 1.3 LESSEE shall take the Leased Premises in an “AS IS, WHERE IS” CONDITION AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, MERCHANTABILITY, HABITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE and subject to: (a) reservations the first day of the first month next following the date the Company commences its business on the Option Parcel or exceptions of record of minerals or mineral rights, including but not limited to all coal, oil, gas, casing head gasoline and minerals of any nature and character whatsoever underlying the Leased Premises together with the sole, exclusive and perpetual right to explore for, remove, and dispose of said minerals by any means or methods suitable to KCS, (b) all easements, public utility easements and rights-of-way, howsoever created, for crossings, pipelines, wire lines, fiber optic facilities, roads, streets, highways and other legal purposes; (c) existing and future building zoning, subdivision and other applicable federal, state, county, municipal and local laws, ordinances and regulations; (d) encroachments or other conditions that may be revealed by a survey, title search or inspection the first day of the property; first month next following the later of the date twelve (e12) all existing waysmonths after the date of the exercise of such option or the date the Board gives written notice to the Company that the stream referenced in Section III. C. below has been redirected off of the Option Parcel. The consideration to be paid by the Company to the Board for this option is as set forth in Section VI B. The Company may upon the giving of not less than thirty (30) days prior written notice to the Board terminate the option herein granted to it to lease the Option Parcel, alleys, privileges, rights, appurtenances and servitudes, howsoever created; (f) any liens of mortgage or deeds of trust encumbering said property; (g) the KCS’s exclusive right consideration to grant any and all easements, leases, licenses or rights of occupancy in, on, under, through, above, across or along be paid by the Leased Premises, or any portion thereof, Company to the Board for the purpose terminated option for the period after the date of construction, of these rights termination likewise shall include but not be limited to, the installation, operation, use, maintenance, repair, replacement, relocation and reconstruction of any fiber optic facilities, signboards or coal slurry pipeline PROVIDED, HOWEVER, that the exercise not materially interfere with LESSEE’s railroad operationsterminate.

Leased Premises. SECTION 1.1 KCS does hereby lease to LESSEE (a) During the twenty business days following the execution of this Agreement, an advisory Facilities Transition Committee composed of representatives appointed by Sellers and LESSEE does hereby lease from KCS Sellers' Affiliates and by Purchaser will collaboratively review the office locations, staffing and leases for the Leased Premises described Properties set forth on Schedule 6.15(a) and 6.15(c) (the "Scheduled Facilities") and prepare a mutually acceptable draft Facilities Plan for the Business to become effective as of the Closing Date. The draft Facilities Plan will contain the following elements with respect to each of the Scheduled Facilities: (i) the estimated number of Business Employees (and, after the Service Date, the estimated number of Transferred Employees) to be sited at each of the geographical locations at which there is a Scheduled Facility (the "Locations"), (ii) the estimated cost of providing physical separation of the Business Employees (and, after the Service Date, the Transferred Employees) from any co-located employees of Sellers, and a recommendation as to the feasibility and usefulness of physical separation, (iii) the lease expiration date, the square footage currently occupied by the Business Employees, and such other information about the lease as the Facilities Transition Committee may determine to include, (iv) the estimated date upon which Purchaser shall vacate the Scheduled Facility, (v) a review of the advantages and disadvantages to Sellers and Sellers' Affiliates and to Purchaser of the continued occupancy of the Scheduled Facility or relocation of the Business Employees within a brief period after the Closing Date to another property within the Location, whether provided by Seller and Sellers' Affiliates or by Purchaser, including the cost of such a relocation and the likely term of occupancy of the alternate location, (vi) a recommendation, with associated costs to Sellers and Sellers' Affiliates and to Purchaser, with respect to the continued housing of the Business Employees at the Location (whether in the Recitals above Scheduled Facilities or alternate facilities mutually acceptable to the Sellers and Sellers' Affiliates and to Purchaser), and (vii) such other information and recommendations as the property described Facilities Transition Committee may determine to include in Section 1.2the draft Facilities Plan. Within ten business days of delivery, Sellers and Sellers' Affiliates and Purchaser shall either (i) approve the Facilities Plan, in whole or in part, with or without modifications, or (ii) reject the Facilities Plan or parts thereof. SECTION 1.2 The Leased Premises shall include(b) If the Facilities Plan is mutually approved, without limitationin whole or in part, the right to use plan or the right approved portions thereof shall be incorporated into an agreement of way for railroad operations, tracks, rails, ties, ballast, other track materials, switches, crossings, bridges, culverts, buildings, crossing, warning devices Sellers and any Sellers' Affiliates and all improvements or fixtures affixed Purchaser with respect to the right-of-wayaffected Locations, but specifically exclude to be effective upon the Closing Date. Any continued occupancy by Purchaser of any and all items of personal property not owned by KCS or not affixed to the land, including, without limitation, railroad rolling stock, locomotives, equipment, machinery, tools, inventories, materials and supplies. Within ninety (90) days after the Effective Date, as defined in Section 2.1. KCS shall remove all its personal property from the Leased Premises. Items not so removed shall be deemed Scheduled Facilities included in the Leased Premises. LESSEE expressly acknowledges that KCS has previously leased and/or licensed portions Facilities Plan after the Closing Date shall be subject to the obtaining of any applicable consents of persons in the position of landlord, which the entity in the position of tenant (whether a Seller or Affiliate) agrees to use reasonable best efforts to obtain. (c) If the Facilities Plan or any portion thereof is rejected, as to any Location, Sellers and Sellers' Affiliates agree to sublease to Purchaser any space occupied at such Location by the Business, subject to the consent of the Leased Premises. This Lease is made persons in the position of landlord with respect to the applicable master lease, at a cost equal to the proportional cost under the master lease for such space, for a term equal to the lesser of (i) two years from the Closing Date, subject to those any further extension as may be agreed by the parties to such sublease or (ii) the expiration date of the current term of the master lease without considering any renewal or extended terms. If the consent of the person in the position of lessor is obtained, Sellers will at Sellers' expense cause to be partitioned from the other operations of Sellers' Affiliates the space occupied by the Business as of the Closing Date in such a manner that Purchaser shall have access from such space directly into the common areas of the building and there shall be no direct access to such space by Sellers' Affiliates or others except through a lockable entrance controlled exclusively by Purchaser and the person in the position of landlord; provided, however, (w) Sellers and Sellers' Affiliates shall not be obligated to guarantee the consent of the persons in the position of lessor with respect to any such premises, if required, to any renewal or optional extension of the terms of such leases and/or licenses. To for the benefit of Purchaser, (x) Seller or Seller's Affiliate in the position of tenant will use reasonable best efforts to obtain any necessary consents of persons in the position of landlord to subleases and demising walls, (y) the cost to Sellers and Sellers' Affiliates of demising walls and any other construction required to permit Purchaser to operate from such premises in substantially the same manner as the Business is currently using such Scheduled Facility, shall be borne exclusively by Sellers to the extent that there existsthe aggregate cost of all such construction at all Scheduled Facilities does not exceed $250,000. Seller and Purchaser shall share equally with respect to any such amount in excess of $250,000 and (z) Sellers and Sellers' Affiliates will not be obligated to perform any construction for the benefit of Purchaser at any Scheduled Facility at which fewer than six Business Employees are located, or at any Scheduled Facility to be occupied by Purchaser for a term of less than one year. With respect to any property for which demising walls are not constructed, either party if requested by the other, shall adopt commercially reasonable measures to separate their operations from Purchaser's physically within the Scheduled Facility and to provide for separately signed areas within such property. (d) Effective as of the Closing Date, Sellers or the applicable Sellers' Affiliates will enter into (i) a lease for a term of one year of space at CNA Plaza, 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx, equal in extent to space currently occupied by the Business on an exclusive basis, for a term commencing on the Leased PremisesClosing Date, property included for rental charges equal to space charges currently allocated to the Business under Parent's internal cost accounting practices; provided that upon ninety days prior written notice, Sellers may cause Purchaser to relocate at Sellers' expense to space of equivalent rentable square footage on at least two adjacent floors in or the 000 Xxxxx Xxxxxx Xxxxxx Twin Tower Complex, and (ii) a lease of space in the office building in Reading, Pennsylvania, owned by said prior LesseesContinental Assurance Company, said property may remain an Affiliate of Sellers, equal in extent to space currently occupied by the Business on an exclusive basis, for a term commencing on the property to Closing Date and ending two years after the extent permitted by the terms of the lease under which it was placed on the property. KCS shall retain the ownership of all AEI readers currently on the Leased Premises. KCS and LESSEE will mutually agree on locations where AEI readers are required to record interchange of cars under this Agreement. LESSEE will relocate or pay for the relocationClosing Date; provided, operation and maintenance of any AEI readers relocated from their current location to record interchange of cars under this Agreement. KCS will removehowever, at its cost, from the Leased Premises all AEI readers not required for recording interchange of cars under this Agreement. LESSEE may, at its expense obtain and locate on the Leased Premises, AEI readers at other locations of its choice on the Leased Premise. Any AEI readers obtained and placed at the expense of LESSEE shall remain the property of LESSEE and LESSEE that Purchaser shall have the right to remove such readers extend the term of the lease for the Leased Premises upon expiration of termination of this Agreement. SECTION 1.3 LESSEE shall take the Leased Premises in an “AS IS, WHERE IS” CONDITION AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, MERCHANTABILITY, HABITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE and subject to: (a) reservations or exceptions of record of minerals or mineral rights, including but not limited to all coal, oil, gas, casing head gasoline and minerals of any nature and character whatsoever underlying the Leased Premises together with the sole, exclusive and perpetual right to explore for, remove, and dispose of said minerals by any means or methods suitable to KCS, (b) all easements, public utility easements and rightsadditional one-of-way, howsoever createdyear term, for crossings, pipelines, wire lines, fiber optic facilities, roads, streets, highways and other legal purposes; (c) existing and future building zoning, subdivision and other applicable federal, state, county, municipal and local laws, ordinances and regulations; (d) encroachments or other conditions that may be revealed by a survey, title search or inspection of rental charges equal to space charges currently allocated to the property; (e) all existing ways, alleys, privileges, rights, appurtenances and servitudes, howsoever created; (f) any liens of mortgage or deeds of trust encumbering said property; (g) the KCS’s exclusive right to grant any and all easements, leases, licenses or rights of occupancy in, on, under, through, above, across or along the Leased Premises, or any portion thereof, for the purpose of construction, of these rights shall include but not be limited to, the installation, operation, use, maintenance, repair, replacement, relocation and reconstruction of any fiber optic facilities, signboards or coal slurry pipeline PROVIDED, HOWEVER, that the exercise not materially interfere with LESSEE’s railroad operationsBusiness under Parent's internal cost accounting practices.

Leased Premises. SECTION 1.1 KCS does hereby (a) Effective as of the Expansion Space Commencement Date, Landlord shall lease the Expansion Space to LESSEE Tenant and LESSEE does hereby Tenant shall lease the Expansion Space from KCS Landlord, and the Leased Premises described in the Recitals above and the property described in Section 1.2. SECTION 1.2 The Leased Premises shall include, without limitation, the right to use the right of way for railroad operations, tracks, rails, ties, ballast, other track materials, switches, crossings, bridges, culverts, buildings, crossing, warning devices and any and all improvements or fixtures affixed to the right-of-way, but specifically exclude any and all items of personal property not owned by KCS or not affixed to the land, including, without limitation, railroad rolling stock, locomotives, equipment, machinery, tools, inventories, materials and supplies. Within ninety (90) days after the Effective DatePremises, as defined in Section 2.1the Lease, shall mean, collectively, the Current Leased Premises and the Expansion Space, containing a total of 120,818 square feet of rentable space in the Building. KCS shall remove all its personal property from the Leased Premises. Items not so removed The Expansion Space shall be deemed included subject to all the terms and conditions of the Lease except as expressly modified herein and except that Tenant shall not be entitled to receive any allowances, abatements or other financial concessions that were granted with respect to the Current Leased Premises unless such concessions are expressly provided for herein with respect to the Expansion Space. (b) As used herein, the "Expansion Space Commencement Date" means the later to occur of (i) July 1, 2009 (the "Target Commencement Date") and (ii) the date upon which the Work in the Leased Premises. LESSEE expressly acknowledges that KCS Expansion Space has previously leased and/or licensed portions been substantially completed, as such date is determined pursuant to the Work Letter attached hereto as Exhibit B. (c) Effective as of the Leased Premises. This Lease is made subject Expansion Space Commencement Date, Exhibit A attached hereto shall be added to those leases and/or licenses. To and incorporated into Exhibit A to the extent that there existsLease. (d) Notwithstanding anything to the contrary set forth in Paragraph 1 of the Lease, commencing on the Leased PremisesMandatory Expansion Space Commencement Date, property included in or owned by said prior Lessees, said property may remain on the property to the extent permitted by the terms of the lease under which it was placed on the property. KCS shall retain the ownership of all AEI readers currently on the Leased Premises. KCS and LESSEE will mutually agree on locations where AEI readers are required to record interchange of cars under this Agreement. LESSEE will relocate or pay for the relocation, operation and maintenance of any AEI readers relocated from their current location to record interchange of cars under this Agreement. KCS will remove, at its cost, from the Leased Premises all AEI readers not required for recording interchange shall be 131,406 and shall constitute the entire Building. Landlord and Tenant acknowledge and agree that nothing contained in this Amendment shall affect the rights and obligations of cars under this Agreement. LESSEE may, at its expense obtain Landlord and locate on Tenant with respect to the Leased Premises, AEI readers at other locations Mandatory Expansion Space as set forth in the second paragraph of its choice on the Leased Premise. Any AEI readers obtained and placed at the expense of LESSEE shall remain the property of LESSEE and LESSEE shall have the right to remove such readers for the Leased Premises upon expiration of termination of this Agreement. SECTION 1.3 LESSEE shall take the Leased Premises in an “AS IS, WHERE IS” CONDITION AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, MERCHANTABILITY, HABITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE and subject to: (a) reservations or exceptions of record of minerals or mineral rights, including but not limited to all coal, oil, gas, casing head gasoline and minerals of any nature and character whatsoever underlying the Leased Premises together with the sole, exclusive and perpetual right to explore for, remove, and dispose of said minerals by any means or methods suitable to KCS, (b) all easements, public utility easements and rights-of-way, howsoever created, for crossings, pipelines, wire lines, fiber optic facilities, roads, streets, highways and other legal purposes; (c) existing and future building zoning, subdivision and other applicable federal, state, county, municipal and local laws, ordinances and regulations; (d) encroachments or other conditions that may be revealed by a survey, title search or inspection Paragraph 1 of the property; (e) all existing ways, alleys, privileges, rights, appurtenances and servitudes, howsoever created; (f) any liens of mortgage or deeds of trust encumbering said property; (g) the KCS’s exclusive right to grant any and all easements, leases, licenses or rights of occupancy in, on, under, through, above, across or along the Leased Premises, or any portion thereof, for the purpose of construction, of these rights shall include but not be limited to, the installation, operation, use, maintenance, repair, replacement, relocation and reconstruction of any fiber optic facilities, signboards or coal slurry pipeline PROVIDED, HOWEVER, that the exercise not materially interfere with LESSEE’s railroad operationsLease.

Leased Premises. SECTION 1.1 KCS Leased Premises (a) Landlord does hereby demise and lease to LESSEE Tenant and LESSEE Tenant does hereby rent and lease from KCS Landlord the Leased Premises described in (excluding the Recitals above roof and the property described exterior surfaces of the exterior walls thereof) for the Term, subject to all of the terms and conditions of this Lease. License to Use Common Areas and Facilities (b) During the Term, Tenant and its employees and invitees, shall have the non-exclusive right, in Section 1.2. SECTION 1.2 The Leased Premises common with other tenants, occupants and users of the Property, to use the Common Areas and Facilities (as defined below) of the Property. Tenant acknowledges and agrees that the non-exclusive use right granted to Tenant and its employees and invitees in and to the Common Areas and Facilities is being granted subject to all of the terms, conditions and restrictions set forth in this Lease. As used in this Lease, “Common Areas and Facilities” mean those areas and facilities which may be designated by Landlord from time to time in or about the Property for the general use in common by all tenants, occupants and users of the Property and shall include, without limitation, driveways, truckways, entrances, lobbies, exits, loading docks, pedestrian sidewalks, ramps, exterior (and interior) stairways, elevators, parking areas, landscaped areas, and lighting facilities. In addition, although the roof of the Building is not literally part of the Common Areas and Facilities available for use by all tenants, occupants and users of the Property, it will be deemed to be so included for purposes of Landlord’s ability to prescribe rules and regulations regarding same and its inclusion for purposes of Operating Costs (as defined in Schedule “D” attached hereto) reimbursements. Notwithstanding anything herein to the contrary, Tenant shall not utilize any parking spaces other than the unreserved Permitted Number of Parking Spaces, and such use shall be on an unassigned, “first come-first served” basis during the Term, except that Tenant shall have two reserved parking spaces as set forth in the Basic Lease Information Rider. Tenant and its employees and invitees shall not park in any spaces reserved for another tenant and clearly marked for reserved use. Landlord has and reserves the right to alter the methods used to control parking and the right to establish such controls and rules and regulations (such as parking stickers to be affixed to vehicles) regarding parking that Landlord may deem desirable. Without liability, Landlord will have the right to tow or otherwise remove vehicles improperly parked, blocking ingress or egress lanes, or violating parking rules, at the expense of the offending tenant and/or owner of the vehicle. Tenant’s right to use the right of way for railroad operations, tracks, rails, ties, ballast, other track materials, switches, crossings, bridges, culverts, buildings, crossing, warning devices and any and all improvements or fixtures affixed parking facilities pursuant to this Lease are subject to the right-of-wayfollowing conditions: (i) Landlord has no obligation to provide a parking attendant and Landlord shall have no liability on account of any loss or damage to any vehicle or the contents thereof, but specifically exclude Tenant hereby agreeing to bear the risk of loss for same; and (ii) if and when so requested by Landlord, Tenant shall furnish Landlord with the license plate numbers of any vehicles of Tenant and all items of personal property not owned by KCS or not affixed its employees and invitees using the parking facilities. Notwithstanding anything to the landcontrary herein, includingLandlord shall not be entitled to charge any additional fees for any parking at the Building during the initial Term of this Lease. Relocation of Leased Premises (c) Landlord shall have the right at any time upon one hundred twenty (120) days’ written notice (the “Notice of Relocation”) to relocate the Tenant to other premises in the Building (the “Relocated Premises”) and the following terms and conditions shall be applicable: (i) within thirty (30) days after Tenant’s receipt of a Notice of Relocation, Tenant may terminate this Lease without limitation, railroad rolling stock, locomotives, equipment, machinery, tools, inventories, materials penalty effective on or before the proposed relocation date by providing Landlord written notice of such early termination and supplies. Within Tenant must vacate the Premises on or before ninety (90) days after from the Effective Datedate of the Notice of Relocation; (ii) prior to commencing the relocation move, Landlord must obtain Tenant’s written consent to the Relocated Premises, such consent not to be unreasonably withheld, wherein a failure to reach agreement on the Relocated Premises, each party being reasonable and acting in good faith, may result in early termination as defined provided in Section 2.1. KCS paragraph (i) above; (iii) the Relocated Premises shall remove all its personal property from contain approximately the same as, or greater Rentable Area than, the Leased Premises. Items not so removed shall be deemed included in the Leased Premises. LESSEE expressly acknowledges that KCS has previously leased and/or licensed portions of the Leased Premises. This Lease is made subject to those leases and/or licenses. To the extent that there exists, on the Leased Premises, property included in or owned by said prior Lessees, said property may remain on the property to the extent permitted by the terms of the lease under which it was placed on the property. KCS shall retain the ownership of all AEI readers currently on the Leased Premises. KCS and LESSEE will mutually agree on locations where AEI readers are required to record interchange of cars under this Agreement. LESSEE will relocate or pay for the relocation, operation and maintenance of any AEI readers relocated from their current location to record interchange of cars under this Agreement. KCS will remove, at its cost, from the Leased Premises all AEI readers not required for recording interchange of cars under this Agreement. LESSEE may, at its expense obtain and locate on the Leased Premises, AEI readers at other locations of its choice on the Leased Premise. Any AEI readers obtained and placed at the expense of LESSEE shall remain the property of LESSEE and LESSEE shall have the right to remove such readers for the Leased Premises upon expiration of termination of this Agreement. SECTION 1.3 LESSEE shall take the Leased Premises in an “AS IS, WHERE IS” CONDITION AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, MERCHANTABILITY, HABITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE and subject to: (a) reservations or exceptions of record of minerals or mineral rights, including but not limited to all coal, oil, gas, casing head gasoline and minerals of any nature and character whatsoever underlying the Leased Premises together with the sole, exclusive and perpetual right to explore for, remove, and dispose of said minerals by any means or methods suitable to KCS, (b) all easements, public utility easements and rights-of-way, howsoever created, for crossings, pipelines, wire lines, fiber optic facilities, roads, streets, highways and other legal purposes; (c) existing and future building zoning, subdivision and other applicable federal, state, county, municipal and local laws, ordinances and regulations; (d) encroachments or other conditions that may be revealed by a survey, title search or inspection of the property; (e) all existing ways, alleys, privileges, rights, appurtenances and servitudes, howsoever created; (f) any liens of mortgage or deeds of trust encumbering said property; (g) the KCS’s exclusive right to grant any and all easements, leases, licenses or rights of occupancy in, on, under, through, above, across or along the Leased Premises, or any portion thereof, for the purpose of construction, of these rights shall include but not be limited to, the installation, operation, use, maintenance, repair, replacement, relocation and reconstruction of any fiber optic facilities, signboards or coal slurry pipeline PROVIDED, HOWEVER, that the exercise not materially interfere with LESSEE’s railroad operations.;