COMMERCIAL LEASE (Office space only)

Exhibit 10.21

(Office space only)

BETWEEN THE UNDERSIGNED :

The SCI CIPAV RC, (Real Estate Civil Company) with a share capital of 50 000 €, whose registered office is located at 0 xxx xx Xxxxxx in Paris 8ème registered at the R.C.S of Paris number 907 608 103, represented by the Caisse Interprofessionnelle de prévoyance et d’assurance Vieillesse (CIPAV), itself represented by Mrs. Xxxx XXXXX, Head of the Real Estate Department, duly authorized for the purpose of the present;

Hereinafter referred to as the
“Lessor

ON THE ONE HAND

AND:

The company NEAR, (Société par actions simplifiée) with a capital of 61 650,88 euros, whose head office is located at 00 xxx Xxxxx xx Xxxxxx, 00000 XXXXX, registered at the Registre des Commerces et des Sociétés de Paris under the number 805 138 153, represented by Xx. XXXXXXX Xxxxx, duly authorized for the purpose of the present;

Hereinafter referred to as the

“Tenant

ON THE OTHER HAND

Together referred to as the “Parties” or separately as the
“Party”.

SUMMARY

I / GENERAL CONDITIONS			1
Preliminary Article - Application of the Commercial Lease Statute			1
Article 1: Designation			1
Article 2: Duration			2
Article 3 : Entry into possession, state of the rented premises			2
	3.1	Taking possession of the rented premises	2
	3.2	Inventory of fixtures at the entrance	2
Article 4: Destination			3
Article 5: Rent			4
	5.1	Amount	4
	5.2	Eligibility	4
	5.3	Indexing	5
	5.4	Terms of payment of the Rent and its accessories	5
	5.5	Payment allocation	5
	5.6	Tax on Rent	6
	5.7	Setting rents on renewals	6
Article 6: Security deposit			6
Article 7: Taxes			7
Article 8: Charges			8
	8.1	Definition	8
	8.2	Terms of payment of charges	9
Article 9: Rental conditions			10
	9.1	Use of the Leased Premises by the Tenant	10
	9.2	Maintenance and operation of the Leased Premises by the Tenant	11
	9.3	Authorizations and compliance with regulations concerning the Rented Premises	11
	9.4	Maintenance, work, repairs	12
	9.5	Tenant’s work	13
	9.6	Work of the Lessor	15
Article 10: Special requirements			16
	10.1	Respect for the neighborhood	16
	10.2	Fluids - Network subscriptions	17
	10.3	Various	17
	10.4	Parking spaces	17
	10.5	Badges	17
	10.6	Blinds, Signs and Antennas	18
	10.7	Access and visit of the Rented Premises	18
Article 11: Sub-letting, domiciliation, transfer, right of pre-emption of the Tenant			18
	11.1	Subletting and domiciliation	18
	11.2	Transfer	18
	11.3	Tenant’s right of pre-emption	19
Article 12: Insurance			20
	12.1	Lessor’s Insurance	20
	12.2	Lessee’s Insurance	20
	12.3	Waiver of recourse	20
Article 13 Liability, claims			20
Article 14 Destruction of the Rented Premises			21
Article 15 Collective proceedings			21
Article 16: Return of the Rented Premises			22
	16.1	Acquired	22
	16.2	State of restitution	22

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	16.3	Accession	22
	16.4	Pre-appraisal - Quote	22
	16.5	Capital cost allowance	22
Article 17: Tolerance			23
Article 18: Resolutive clause, sanctions			24
Article 19: Environment			24
	19.1	Work and respect for the environment	24
	19.2	State of risks and pollution	25
	19.3	Energy Performance Diagnosis	25
	19.4	Asbestos Technical Diagnosis	25
Article 20 Statements of Work Performed by the Lessor			25
Article 21 Amendments - Tolerances - Severability - Confidentiality - Conditions of formation of the contract - Unforeseeable			26
Article 22 Fees			27
Article 23 Election of domicile			27
SPECIFIC CONDITIONS			28
Article 1:		Designation of the Rented Premises	28
Article 2:		Commencement and duration of the Lease	28
Article 3 :		Destination of the Rented Premises	28
Article 4:		Rent	28
Article 5:		Tax system	28
Article 6:		Indexing	29
Article 7:		Security deposit	29
Article 8:		GAPD	29
Article 9:		Distribution of charges	30
Article 10:		Waiver of the General Conditions	30
	10.1	Security deposit	30
	10.2	Maintenance, work, repairs	30
	10.3	Subletting and domiciliation	31

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THE FOLLOWING HAS BEEN STATED AND AGREED:

This deed shall be divided into two parts which form an indivisible whole: Part I:

General Conditions

Part Two: Special Conditions

It being specified that in case of contradiction between the two parties, the Special Conditions shall prevail over the General Conditions.

I / GENERAL CONDITIONS

Preliminary Article - Application of the status of commercial leases

The Landlord leases and gives rent (hereinafter the “Lease”) to the Tenant who accepts, within the framework of the provisions of Chapter V of Title IV of Book I of the Commercial Code as amended by Law No. 2014-626 of June 18, 2014 and the provisions of Decree No. 53-960 of September 30, 1953 and No. 2014-1317 of November 3, 2014 , as well as under the ordinary and de jure charges and conditions and under the general and particular ones hereinafter set forth, the premises hereinafter designated, of which the Landlord owns.

It is agreed that the Parties intend to give full legal effect to the clauses of the Lease that would derogate from the provisions of Articles L.145-1 et seq. and R.145-1 et seq. of the French Commercial Code, insofar as these provisions are not of public order.

This clause is determinative of their will.

Article 1: Designation

The premises which are the subject of the Lease (the “Leased Premises”), are located in a building situated at the address designated in Article 1 of the Special Conditions (the “Building”) and are also designated in Article 1 of the Special Conditions, as the Leased Premises exist, continue and comprise, without need for further designation at the request of the Lessee who declares to be fully aware of them having seen and visited them for the purpose of this Agreement and to have found them to be in conformity with their purpose.

It is hereby specified that any differences in the designation or in the surface areas possibly mentioned, or those resulting from the annexed plan (Appendix 1) shall not justify any increase or reduction in the rent hereinafter fixed, the Parties referring to the consistency and condition of the Rented Premises as they are composed.

The Parties agree that the Leased Premises form a single and indivisible whole.

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Article 2: Duration

The Lease is granted and accepted for a term of nine full and consecutive years from the effective date as defined in Article 2 of the Special Conditions.

In accordance with the provisions of article L.145-4 of the Commercial Code, the Tenant shall have the option of giving notice of termination for the expiration of each three-year period. The Lessor shall have the same right if he intends to invoke the provisions of articles L.145- 18, L.145-21, L.145-23.1 and L.145-24 in order to build, rebuild or raise the existing Building, to reassign the ancillary living quarters to this use or to carry out work prescribed or authorized within the framework of a real estate restoration operation and in the event of the demolition of the Building within the framework of an urban renewal project

The Party wishing to terminate the Lease in one or other of the cases provided for above shall give notice to the other Party before the expiration of the current three-year period, in the forms, conditions and time limits provided for in Articles L.145-4 et seq. of the French Commercial Code or in any other legislation that may be subsequently substituted for it.

In the event that the Lease is terminated for any reason whatsoever before the end of the three-year period, the Tenant irrevocably undertakes to pay the Landlord a sum equivalent to the rents and charges and incidentals remaining until the end of said period.

Article 3 : Entry into possession, state of the rented premises

3.1 Taking possession of the rented premises

The Tenant shall take possession of the Leased Premises in the state in which they are on the day the Lease takes effect, as set forth in Article 2 of the Special Conditions, without being able to require from the Landlord any additional work, any modification, addition, repair or transformation whatsoever, even if they are made necessary by the unsuitability of the Leased Premises for the intended activity, by obsolescence or by hidden defects.

The keys of the Rented Premises shall be given to the Tenant after the inventory of fixtures referred to below has been established.

3.2 Inventory of fixtures

An inventory of fixtures shall be drawn up by both parties between the Lessor or its agent and the Tenant at the latest on the day the Lease takes effect, prior to the handing over of the keys to the Tenant. This inventory of fixtures shall serve as a basis for the assessment of the inventory of fixtures at the end of the lease.

However, at the request of one and/or the other of the Parties as well as in the event of absence of one or the other of the Parties or of refusal of one of the Parties to sign the inventory of fixtures, it will be carried out by a judicial officer, at the expenses shared by half or at the exclusive expenses of the defaulting Party.

If the Tenant fails to draw up an inventory of fixtures at the time of entry, notwithstanding the Landlord’s diligence, the Tenant shall be deemed to have accepted them in a perfect state of repair. The Tenant expressly waives any challenge to the presumption set forth in Article 1731 of the Civil Code.

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Article 4: Destination

4.1 Maintenance of the contractual destination

The Tenant undertakes to occupy the Leased Premises, personally, on a continuous basis for the exclusive use of offices, peacefully and in accordance with articles 1728 and 1729 of the Civil Code and within the framework of its activity described in article 3 of the Special Conditions, to the exclusion of any other additional or substitute activity.

This destination cannot be modified, even partially, even temporarily, without the express agreement of the Lessor.

It is also specified that the premises accessory to the office spaces (parking spaces, technical premises, archives, as well as the common spaces) must be used in accordance with their destination.

The Tenant shall refrain from impairing the exclusive office use of the Leased Premises within the meaning of Article 23-9 of the uncodified Decree of September 30, 1953.

It is agreed that the Tenant shall not engage in any commercial activity in the Leased Premises, any industrial or artisanal production or any wholesale or retail sale, as well as any auction of furniture or other objects.

The authorized activity shall not give rise to any contravention, complaint or claim from anyone, and in particular from other occupants of the Building. Generally speaking, the Tenant shall not do anything that may call into question the destination or nature of the Rented Premises and the Building; he may not under any circumstances modify them, even temporarily, and shall comply at his own expense with the laws, regulations and administrative prescriptions in force and to come.

The authorization given to the Tenant to carry out certain activities does not imply, on the part of the Landlord, any guarantee or diligence to obtain the administrative authorizations required for the use of the Rented Premises for the exercise of the defined activity. Consequently, the Landlord shall not be liable in case of refusal or delay in obtaining such authorizations, the Tenant declaring that it is personally responsible for obtaining any authorizations that may be required for the exercise of its activity in the Rented Premises, in particular approvals and others.

The Tenant shall take all necessary precautions to ensure that the exercise of its activities does not in any way prejudice the maintenance, tranquility, good appearance and good order of the Building; it shall take all precautions and assume all responsibility in this regard.

The Landlord reserves the right to lease other premises in the same Building for the same use and activity, no exclusivity being granted to the Tenant. In the event the Tenant believes it has to complain about commercial competition from another tenant of the Landlord in the Building or in a neighboring building, it shall have recourse only against the latter; as Reciprocally, he will have to bear alone the possible actions that other tenants would come to exercise against him.

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4.2 Regulated activities

By express agreement, it is reminded that in the event that the Tenant’s activity no longer complies with the purpose of the Building as described in article 3 of the Special Conditions, or would be subject to a declaration to the administration and/or would require the obtaining of administrative authorizations, in particular with regard to the regulations applicable to establishments receiving the public (ERP) and/or to installations classified for the protection of the environment (ICPE) and/or the carrying out of work, the Tenant shall do so personally, at its own expense, without recourse against the Landlord and in such a way that the Landlord shall not be sought in this respect, said work being subject to article

9.1 below.

If the use made by the Tenant of the Rented Premises results in their transformation into premises of a different category, as defined by the provisions of the Urban Planning Code, the Tenant shall immediately reimburse the Landlord for the related fees and surcharges that would be levied in the name of the latter due to this transformation.

It is hereby specified that the aforementioned reimbursement shall not entail the Lessor’s waiver of its right to require the Tenant to immediately terminate the activities that have the effect of transforming the Leased Premises into premises of a different category as defined above.

Article 5: Rent

5.1 Amount

The Lease is granted and accepted in consideration of an annual principal rent (hereinafter the “Rent”) as set forth in Section 4 of the Special Conditions.

5.2 Eligibility

The Rent, in addition to charges, taxes and services, shall be paid quarterly in advance on the first day of each calendar quarter and for the first time on a pro rata basis as of the date of signature of this Agreement.

Fees and one-time services will be due within one month of the invoice being issued.

Payments shall be made at the domicile of the Lessor’s agent or at any other place indicated by the Lessor.

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5.3 Indexing

The Rent shall vary in proportion to the index mentioned in Article 6 of the Special Conditions.

It is specified that the present clause constitutes a conventional indexation and cannot be an obstacle to the legal triennial revision provided for by articles L.145-37 and L.145-38 of the French Commercial Code, which is automatic.

The Rent shall be adjusted under this clause annually, automatically and by operation of law, without prior notice or service, on the anniversary of the effective date of the Lease.

For the first indexation, the reference index shall be the last index published on the effective date of the Lease and the revision index shall be that of the same calendar quarter of the following year.

For the following indexations, the reference index will be the previous revision index and the revision index that of the same quarter of the following year and so on. The rents used as a basis for the indexation calculations and the determination of the new rent due shall always be the previous indexed rent and for the first indexation the rent fixed in article 5.1 above.

In the event that the chosen index disappears or cannot be applied for any reason whatsoever, it shall be replaced by the replacement index or, failing this, by any similar index which shall be determined or, if necessary, reconstituted by a joint expert representative who shall be appointed by transposition of article 1592 of the Civil Code, either by agreement of the Parties, or failing that by an order made at the request of the most diligent Party by the President of the Tribunal de Grande Instance of the place where the Building is located and who, in the event of refusal, departure or impediment of any kind whatsoever, shall be replaced under the same conditions.

Failure to immediately adjust the Rent upon publication of the index shall not prejudice the right of the Parties to claim retroactive application of the index.

The Tenant expressly acknowledges that the above indexation clause constitutes the essential and determining condition of the Lease without which it would not have been concluded.

5.4 Terms of payment of the Rent and its accessories

The Rent and its accessories shall be payable by transfer to the bank account opened in the name of the Lessor or its agent, whose references shall be communicated separately to the Tenant. The transfers shall be made on the first day of the term due.

5.5 Payment allocation

Notwithstanding Articles 1342 and 1343 of the Civil Code, payments made by the Tenant shall be charged by the Landlord in the following order:

	●	Costs of xxxxxxx, collection and proceedings,

	●	Damages and interest,

	●	Interests,

●

Security deposit and readjustment,

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	●	Annual adjustment of charges,

	●	Provision for expenses,

●

Rent or occupancy allowance,

Priority is given to amounts that have not been subject to collection proceedings.

It is already specified that the oldest receivables will be charged in priority to the most recent ones.

5.6 Tax on Rent

If the Landlord opts for the VAT system, the Tenant undertakes to pay to the Landlord, in addition to the Rent and charges, the amount of the VAT or any new additional or substitute tax that may be created at the rate legally in force on the day of each payment. In the event that the Rent is not subject to VAT, the Landlord may, if he so desires, opt during the term of the lease for the VAT system, without any possible opposition from the Tenant, who accepts it in advance.

If for any reason the Lease is or becomes legally subject to any other tax, including the rental income tax or any other tax that may be substituted for it, the Lessee shall be responsible for the payment or full reimbursement thereof to the Lessor with all the consequences thereof.

The tax regime applicable on the date of effect of this Agreement is specified in Article 5 of the Special Conditions.

5.7 Setting rents on renewals

In the event of a renewal of the Lease, the Rent for the renewed Lease shall be set at the higher of the following two values:

●

The amount of the last rent paid under the Lease before renewal, or

●

The market rental value, determined by mutual agreement between the Parties. The rental value shall be calculated exclusively by comparison with market rents (i.e. prices freely discussed by the parties without judicial determination) for properties comparable to the Rented Premises, i.e. buildings of the same nature as the Rented Premises, located in the immediate vicinity of the Building (or in Paris districts and suburbs of the same standing), taking into account the characteristics of the Rented Premises (standard of quality, construction, technological equipment, safety, functionality, etc.) as well as the level of services and amenities offered in the Building.) as well as the level of services and amenities offered in the Building.

Article 6 : Security deposit

The Tenant shall pay to the Landlord, at the latest on the effective date of this lease, the sum mentioned in Article 7 of the Special Conditions, corresponding to three months of rent in principal, as a guarantee for the payment of the Rent, of all accessories, of the proper performance of the clauses and conditions of the Lease, of the rental repairs and of all sums owed by the Tenant for which the Landlord could be responsible.

This security deposit is not interest bearing and shall be increased or decreased when the amount of the Rent is modified so as to always be equal to three months’ rent excluding taxes.

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In no event shall the Tenant be entitled to offset all or part of the Rent, charges or other debts resulting from the Lease or the occupation of the Leased Premises against the security deposit.

If for any reason whatsoever, the security deposit is used during the term of the Lease for the payment of sums due under the Lease, the Lessor shall be required to notify the Lessee of such use, who shall then be required to replenish the said deposit, under penalty of application of the resolutory clause of the Lease.

This security deposit shall be reimbursed to the Tenant at the end of the period of use, after deduction of all sums due by the Tenant for the occupation of the Rented Premises and, following the rendering of the final accounts, within a maximum period of six (6) months from the latter.

However, if the accounts are not settled within nine months from the date of return of the Leased Premises, the Parties may agree to pay the balance of the security deposit to the Tenant, less a provision equal to (15) fifteen percent of the actual cost of charges, taxes and duties for the previous fiscal year, calculated, where applicable, on a pro rata temporis basis, which shall remain in the hands of the Landlord pending the final settlement of the accounts

In the event of sale of the Building on which the Rented Premises depend, the security deposit shall be transferred by the Landlord to the purchaser who shall become the sole debtor to the Tenant, which the latter acknowledges, by undertaking to request the return of the security deposit only to the purchaser.

Article 7: Taxes

The Tenant shall pay the personal and movable contributions, the rental taxes, the territorial economic contribution for which it is liable and all other taxes for which the Landlord is liable for the Tenant in any capacity whatsoever, and shall prove their payment at any requisition.

The Tenant shall reimburse to the Landlord the portion corresponding to the Rented Premises of the property tax, its roll fees and its additional taxes such as the sweeping tax, the tax for the removal of household waste, the annual tax on office and commercial premises, storage premises and parking areas when due, the annual tax on parking areas in the Ile-de-France when due, taxes and fees related to the creation of the “Grand Paris” and more generally all taxes, fees and charges related to the use of the Premises or the Building or to a service from which the Tenant benefits directly or indirectly, or which could subsequently replace said taxes, fees and charges payable by the landlords, and this in such a way that the Rent shall be net of all taxes, contributions, fees and charges for the Landlord, within the limit of the provisions of Article R.145-35 of the Commercial Code.

Generally speaking, the Tenant shall reimburse the Landlord for the share of any new municipal, departmental, regional, national or European tax or fee corresponding to the Rented Premises that may be created, in particular the special equipment tax instituted by Articles 1607 bis and following of the Xxxxxx Xxxxxxx Tax Code.

The reimbursement of property taxes and the annual tax on office space will be subject to VAT, as well as any other charges and taxes that would be legally subject to VAT in the context of rebilling.

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Article 8: Charges

8.1 Definition

The Tenant shall bear, in addition to the Rent, all charges of any kind, in particular condominium charges, expenses and services, work and repairs of any kind, relating to the Rented Premises and/or the Building, and/or the real estate complex on which they depend, including the share of common areas, with the exception of the charges mentioned in article R.145-35 of the French Commercial Code as not being chargeable to the tenants.

The methods of distribution of charges are specified in Article 8 of the Special Conditions.

The Tenant shall thus reimburse the Landlord :

	●	Cleaning, maintenance and upkeep costs, including the VRD,

	●	Maintenance and repair, renewal and replacement of small equipment or tools necessary for management and operation,

	●	The cost of acquiring and renewing plant decoration or small furniture, as well as the cost of maintaining and replacing interior and exterior green spaces,

	●	The costs of maintenance, upkeep, inspection, repair and replacement, including the fees of the technical design office and project management, of lifting equipment, generators, all technical installations for air conditioning, heating, air renewal, electricity (including emergency or secure and/or regulated), fire safety systems (fire detection), access controls, centralized technical management of climate systems (combustibles), fire doors, smoke extraction, etc, (including emergency or secured and/or regulated), fire safety system (fire detection), access controls, centralized technical management of climatic installations (combustibles), fire doors, smoke extraction, parking air detectors, automatic doors and openings, remote surveillance, etc., and generally all the equipment related to the project. and more generally all the equipment contributing to the proper functioning, comfort, safety and security of the Rented Premises and the Building and the real estate complex on which they depend, with the sole exception of the costs corresponding to work covered by Article 606 of the Civil Code,

	●	The costs of restoration work, maintenance and replacement of roofs, terraces, yards and gardens, except for costs corresponding to work covered by Article 606 of the Civil Code,

	●	Expenses, repairs, replacements, improvements, modernizations of all kinds, even if they result from obsolescence, the Tenant waiving the benefit of Article 1755 of the Civil Code, except if they fall under Article 606 of the Civil Code,

	●	The cost of disposal and sorting of common waste,

	●	Expenditures, including social security charges and related personnel costs, and in particular those related to security, cleaning, security or maintenance of the facilities or costs incurred by the use of outside companies for these purposes,

	●	All expenses for general services, reception, mail, telephone, decoration and management of the common areas,

●

Consumption, lighting, water, heating, air conditioning and ventilation costs, including, among others, CPCU fees, subscriptions and various taxes and/or CLIMESPACE of the common areas and more generally all consumption of fluids whatsoever, all costs related to the maintenance or consumption of energy production equipment,

Page 8 of 34

	●	Maintenance and upkeep costs related to the conservation and sanitary quality of the water,

	●	Insurance brokerage fees and premiums for the insurance policies referred to in Article 12 of the General Terms and Conditions, any additional premiums paid for the Rented Premises due to the Tenant’s activity,

	●	The remuneration of the agent(s), service provider(s) and consultant(s) in charge of the maintenance and management of the Building, with the sole exception of rental management fees, which shall be paid by the Lessor,

	●	The share of any charges billed to the Lessor by the Syndic, the AFUL, the ASL, or any other organization, as well as the management fees of the latter,

	●	Expenses, repairs, replacements, improvements, modernizations, installation of new equipment and services, including those resulting from obsolescence, with the exception of those covered by Article 606 of the Civil Code,

	●	The cost of bringing the Leased Premises and the Building into compliance with any current or future regulations, in particular those mentioned in Article 9.3.2 hereinafter, with the exception of those covered by Article 606 of the Civil Code,

	●	All taxes and fees mentioned in Article 7 above,

●

The cost of contracts and expenses for the upkeep and maintenance of private equipment that would be managed directly by the Lessor and/or the co-ownership,

●

Beautification work in an amount that would exceed the replacement cost at

The same, that is to say without this definition and this list is not exhaustive paints and varnishes, woodwork coatings, false ceilings, partitions as well as all glued coatings of floor, walls and ceilings, the work of sanding, glazing etc. ...

The inventory of the categories of charges, taxes and fees related to the Lease and mentioned above corresponds to the inventory required by the first paragraph of Article L.145-40-2 of the French Commercial Code, the Tenant acknowledging that the Landlord has fulfilled its obligation to provide information in this respect.

This inventory corresponds, to date, to an exhaustive list. The Lessor may, however, at any time during the term of the Lease, inform the Lessee of new charges, taxes and fees related to the Lease, which shall be reimbursed in full by the Lessee up to its share, in accordance with the provisions of Article L.145-40-2 of the French Commercial Code.

8.2 Terms of payment of charges

The above charges are payable as follows:

The Tenant shall pay, in addition to the Rent and according to the same periodicity, a provision to cover the above-mentioned charges, equal to one quarter of the annual sum due under the projected budget of charges.

This provision will be readjusted each year on the basis of the Lessor’s projected budget.

The Lessor shall send to the Tenant the summary statement including the liquidation and regularization of the charges accounts:

September 30 of the year following the year for which the lease was issued, if the building, which is the subject of the lease, is the sole property of the lessor,

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within a period of 3 months following the redemption of the co-ownership charges for the past financial year if the building, which is the subject of the Lease, is subject to the system of co-ownership governed by the law of July 10, 1965 and its subsequent decrees of application.

In the event of a surrender in favor of the Landlord, the Tenant undertakes to pay the balance due within 15 days of receipt of the statement.

The supporting documents may be consulted by the Tenant, upon written request, at the registered office of the Landlord or its Agent during a period of fifteen (15) days from the date of receipt of the statement. In the event of failure to withdraw the registered letter transmitting the statement, the fifteen-day period shall run from the date of first presentation.

The Lessor may in any case, by justifying it, adjust during the year the provisional budget established for the year, the resulting provisions, if it appears that this budget is lower than the reality.

Upon the departure of the Tenant, the charges shall be calculated on a prorata temporis basis until the end of the Lease or until the effective vacating of the Rented Premises, if this occurs after the expiration date of the Lease.

The provisions paid will be returned after deduction of any sums due for the regularization of the charges.

Notwithstanding the foregoing, property tax, garbage collection tax and annual office tax are not included in the provisions for charges and shall be reimbursed to the Lessor in addition to these provisions, upon separate and specific billing at their respective due dates. The same may apply to management fees and the reimbursement of insurance premiums taken out by the Landlord, which may be called separately.

The Tenant shall also take out any subscription directly with the concessionary services and shall pay directly for all his personal consumption, in particular water, electricity, heating, air conditioning or cooling, telephone and Internet, according to the indications of his meters, readings and invoices.

In the same way, it shall directly subscribe to all contracts relating to the use and maintenance of the equipment elements, elevators, air conditioning, etc. of the Leased Premises, which it operates, as well as those necessary for safety and security.

Article 9 : Rental conditions

During the course of the Lease and more generally until the end of the lease term, the Lessee undertakes to perform the following obligations:

9.1 Use of the Rented Premises by the Tenant

The Tenant undertakes to use the Leased Premises in accordance with articles 1728 and 1729 of the Civil Code, honorably and peacefully, for the purpose defined in article 3 of the Particular Conditions, excluding any other activity.

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The occupation of the Rented Premises by the Tenant shall not give rise to any contravention, complaint or claim from anyone, and in particular from other occupants of the Building.

The Tenant shall operate the Leased Premises in a reasonable manner and shall therefore be personally responsible for any grievances that may be made against the Landlord in respect of the Tenant, its staff or its visitors, so that the Landlord shall never be worried and shall be guaranteed against any consequences that may result from the Tenant.

The Tenant undertakes to comply with any easements and other regulations of any nature that may be applicable to the Building, as well as, if applicable, with the co-ownership regulations and decisions of the general meetings of the co-ownership, of the managing agent, as well as with the internal regulations of the Building. The Tenant shall likewise respect any easement or any new organization that may be established, in particular in the event of the division of the Building, provided that such easements or organizations are not likely to diminish the conditions of enjoyment of the Rented Premises.

9.2 Maintenance and operation of the Leased Premises by the Tenant

The Tenant shall keep the Leased Premises constantly furnished with furniture, household effects and equipment, to the exclusion of any goods, and shall maintain the Leased Premises in a permanent state of effective use.

The Tenant undertakes not to store anything, even temporarily, in the areas shared by all the occupants of the building or only certain areas, sanitary facilities, corridors, landings, corridors, sidewalks or technical premises etc.

The Tenant shall meet all city, police or road charges for which the tenants are regularly liable, all in such a way that the Landlord cannot in any way be worried or sought after in this regard.

9.3 Authorizations and compliance with regulations concerning the Rented Premises

9.3.1 Authorizations

The Tenant shall be responsible for obtaining, at its own expense, all administrative or other authorizations related to the use of the Leased Premises for the exercise of its activity. The Lessor shall not be liable in case of refusal or delay in obtaining such authorizations.

9.3.2 Compliance with regulations

The Tenant, who assumes throughout the term of the Lease the responsibility of the head of the establishment, shall comply with and ensure compliance by its employees, customers and suppliers with all laws, regulations, orders, by-laws, normative texts in force and authorizations applicable to the Leased Premises, in particular and without this list being exhaustive, those concerning the road system, the police, hygiene, safety, the environment, energy performance, classified installations for environmental protection, work regulations, safety, where applicable, establishments receiving the public, accessibility for persons with reduced mobility, as well as the rules defined by the European standard NF EN 12845 of December 2004, (fixed fire-fighting installations - automatic sprinkler systems - calculations, installation and maintenance), the prescriptions of the Departmental Fire and Rescue Service (SDIS), the safety representatives, all in such a way that the Lessor is never worried or sought after for any reason whatsoever.

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9.3.3 Compliance of the Rented Premises

The Tenant shall comply, at its sole expense, with any prescription, claim or injunction that may be issued by the competent authorities in connection with the Tenant’s activities and/or its operation of the Leased Premises and/or the activities of the occupants of the Leased Premises under its responsibility. The Tenant shall, at its own expense and under its own responsibility, ensure that its materials and the Leased Premises and their equipment comply with all applicable legislative and/or regulatory provisions during the term of the Lease, its successive renewals and its tacit renewal.

The Tenant shall have the equipment and installations, in particular electrical and fire equipment, checked by an approved organization, at its own expense, whenever required by the regulations, and shall make any modifications thereto that may be requested by the checking organization within three months of the communication of the checking report.

He shall submit to the Lessor, at least once a year, all supporting documents attesting to compliance with the above obligations, in particular with respect to the inspection reports.

9.4 Maintenance, work, repairs

By express agreement between the Parties, the Tenant shall carry out at its own expense, risk and peril, notwithstanding articles 1719, 1720 and 1755 of the Civil Code, as and when required, and shall bear the cost of or reimburse the Landlord for any work, repairs, replacements and expenses of any nature whatsoever, regardless of the cause, nature and importance thereof, including those due to force majeure or obsolescence, with the exception of the major works referred to in article 606 of the Civil Code or work to bring the Leased Premises into compliance with the law or those attributable to the Landlord, including those due to force majeure or obsolescence, with the exception of the major works referred to in Article 606 of the Civil Code or works to bring the Leased Premises into compliance with the law or those attributable to obsolescence falling within the category of the major works referred to in Article 606 of the Civil Code, which shall remain the responsibility of the Lessor in accordance with the provisions of Article R.145-35 of the Commercial Code.

In this context, the Tenant shall in particular, and without this list being in any way exhaustive:

Carry out at its own expense all work and in particular repair, restoration, modernization, repair or replacement, which is or will become necessary to the Leased Premises and their installations, (such as, if they exist, those of heating, air cooling, ventilation, technical equipment, access controls, security and safety systems, electricity, lighting, wiring, glazing, woodwork and closures, plumbing, sanitary facilities, carpets, ceilings and false ceilings, walls, partitions, floors, roofs, pipes, zinc work... ),

Carry out, at its own expense, all work, improvements, installations and constructions to bring the Rented Premises and the Building on which they depend into conformity with current and future regulations, particularly in the areas of environmental protection, hygiene, health, safety, roads, police and labor, and if necessary, in terms of ERP regulations for the category on which its activity depends, rules applicable to high-rise buildings and accessibility rules for people with disabilities.

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To maintain in perfect state of cleanliness, maintenance and repair of any kind the Rented Premises and their equipment as well as the arrangements, installations, decorations and embellishments carried out by him having the nature of building by destination.

He will see to the perfect state of maintenance and repair of his electrical, telephone, computer networks and lighting. He will take all precautions against freezing. If necessary, he will proceed to the annual sweeping of the smoke ducts for his use.

He shall paint the Leased Premises as often as necessary, maintain the floor coverings in a perfect state of repair and in particular remedy the appearance of stains, xxxxx, tears, holes or detachments and ensure the safety of use and circulation so as to return them in perfect condition at the end of the lease.

In general, he shall take out all maintenance contracts and repair as and when necessary any deterioration that may occur in the Rented Premises and replace, if necessary, what could not be repaired.

9.5 Tenant’s work

The Tenant shall not demolish, break through walls, slabs, vaults or posts, change the distribution or build anything in the Leased Premises without the prior written consent of the Landlord.

If the Tenant wishes to carry out such work, he must send to the Landlord or his agent by registered mail with acknowledgement of receipt or against receipt, a file including :

	●	A description of the work and equipment planned (written and graphic documents),

	●	A work schedule with detailed methodology,

	●	A file integrating the implementation of a waste management plan, the taking into account of nuisances, the implementation of collective safety measures, in particular those imposed by the Labor Code, as well as, if necessary, in terms of ERP regulations for the category on which its activity depends, rules applicable to high-rise buildings and accessibility rules for people with reduced mobility, as well as the impact and management measures in terms of energy and environmental performance,

	●	A draft application for administrative authorization if necessary,

●

The list of companies that the Tenant plans to consult or to have intervene for the realization of the work,

It is specified that these documents, with the exception of the list of companies, must be established by a project manager and validated by a technical controller.

The Tenant shall make its best efforts to take into account energy saving and environmental management measures in its work file.

The approval procedure referred to above shall not apply to routine maintenance work, painting or interior decoration work, simple installation or modification of wiring, provided that such work has no impact on the technical lots or on the health and safety of persons. For works not subject to the prior approval procedure, the Tenant undertakes to keep the Landlord informed of the completion of its works and to provide it with new layout plans as soon as they are completed.

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The Lessor shall always be free to refuse its authorization and even for work not requiring prior approval by the Lessor, to oppose it for serious reasons, particularly with respect to aesthetics, the general harmony of the Building and the rights of the architect, safety rules, construction rules or standards, the proper functioning of the technical, safety and security equipment of the Building, the stipulations of the Lease and, if any, of the rules of co- ownership of the Building and of the internal regulations, the statutes of the ASL or the AFUL.

After having obtained the agreement of the Landlord, the Tenant shall be responsible for obtaining, at his own expense, all administrative, condominium and other authorizations that may be required for the completion of his work, as well as for the payment of all taxes and contributions related to these authorizations, the Landlord undertaking to sign without delay any application that should be made in his name and that he would have approved. The Lessor shall in no case incur any liability in case of refusal or delay in obtaining these authorizations, as well as in the payment of the above-mentioned taxes and contributions, which are entirely incumbent upon the Tenant.

Generally speaking, the Tenant shall carry out its work in compliance with the rules of prevention, health and safety and the environment. The Tenant shall use qualified companies that hold adequate insurance policies and that must, prior to any intervention, have the required skills for this type of work, possess all necessary insurance and be up to date with the payment of the corresponding premiums.

The Tenant shall be able to justify this at the first request of the Landlord. In addition, the companies working on the technical trades for the realization of the Tenant’s works must be approved before any intervention by the Landlord, who may only refuse its approval for a serious and legitimate reason.

All of the Tenant’s work shall be carried out under the supervision of the technical manager and/or the Landlord’s architect and, if the Landlord deems it useful, of a control office mandated by the Landlord, whose fees shall be paid by the Tenant

If work was carried out without prior authorization, the initial restoration may be requested and must be carried out by the Tenant within one month of the notification made to him by the Landlord or his agent. If the Tenant fails to do so within the aforementioned period, a penalty of 1,000.00 euros (excluding taxes) per day of delay shall be payable by the Tenant at the request of the Landlord, without prejudice to the implementation of the resolutory clause provided for below.

Likewise, in case of non-conformity of the authorizations obtained, the necessary additional or modifying works shall be carried out by the Tenant within 60 days of the notification made to him by the Landlord or his agent.

If the Tenant fails to perform within the above-mentioned period, a penalty of 1,000.00 euros (excluding taxes) per day of delay shall be due by the Tenant at the request of the Landlord, without prejudice to the implementation of the resolutory clause provided for below.

The Tenant shall carry out its work in compliance with the rules of the trade and those relating to the protection of the environment by using quality materials and complying with the documents approved by the Landlord. The Tenant shall bear all costs and fees incurred by its work and all consequences resulting therefrom, in particular with regard to the requirements of health and safety rules, labor regulations and, where applicable, legislation on the ERP of the category on which its activity depends, rules applicable to high-rise buildings and accessibility rules for disabled persons.

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The Tenant shall be required to use the services of companies for structural work, waterproofing, fire protection and, more generally, for the maintenance of the Building and to enter directly into the required contracts for this purpose, to which the Landlord shall remain a stranger.

The Tenant shall provide at least once a year and in case of execution of works having been authorized by the Landlord, the recollection plans of the executed works in autocad format as well as the administrative authorizations if any have been obtained and if necessary the final report of the control office.

The Tenant shall indemnify the Landlord against any liability that the Landlord may incur to any person for material or immaterial damages resulting directly or indirectly from the Tenant’s work.

The Tenant alone shall bear all the financial consequences of any damage that may result from the work it carries out and shall indemnify the Landlord for any loss the latter may suffer as a result of said work, even if the work and the companies have been approved by the Landlord.

Tenant shall subscribe to:

●

A damage insurance if he carries out work requiring it with an extension of cover including the guarantee of good functioning of the capital goods, the immaterial damage and the damage to the existing for appropriate amounts.

●

If necessary, an all-risk construction insurance covering the entirety of the new work and including an extension of coverage including damage to pre-existing structures as well as the civil liability of the Lessor and the Tenant for damage caused to third parties as a result of the execution of the work for appropriate amounts.

The Tenant shall ask each party holding a work contract or a service contract to provide proof of any insurance inherent to the work to be performed (in particular Civil and Decennial Liability).

The Tenant undertakes to provide at the first request of the Landlord after the completion of the work, for himself and all the parties mentioned above, a certified copy of these policies or, failing that, the coverage notes issued by the insurance companies attesting to the payment of the premiums due.

9.6 Work of the Lessor

The Tenant undertakes to suffer, without compensation, notwithstanding Article 1724 of the Civil Code, and even if the work lasts more than twenty-one (21) days, all repairs, improvements, modifications and compliance work that the Landlord should or would see fit to carry out in the Leased Premises or in the Building.

The Lessor undertakes to make its best efforts to limit the inconvenience caused to the Tenant due to such work.

The Tenant shall likewise suffer, in derogation of Article 1723 of the Civil Code and without indemnity or reduction of rent, any modification of the Leased Premises or the Building that the Lessor reserves the right to make such changes, provided that such changes do not affect the general condition or level of performance.

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The Tenant undertakes, subject to a notice period of five days, to allow free access to the Rented Premises to the companies designated by the Landlord for the work referred to above. This notice period may be reduced to 24 hours for work of an emergency nature.

The Lessor undertakes to do everything necessary to limit as much as possible the inconveniences that may result for the Tenant from the said work, taking into account its operating requirements, and to consult with the Tenant for this purpose.

The Tenant shall bear any modification of the meters or metering stations that may be required by the water, electricity, hot and cold fluids, and telecommunications distributors and shall allow any pipe or conduit that may become necessary to cross the Rented Premises.

The Tenant shall inform the Landlord in writing of any damage that has occurred in the Leased Premises or concerning the Leased Premises as soon as it becomes aware of such damage, failing which the Tenant shall be personally liable to reimburse the Landlord for the amount of the direct or indirect damage resulting for the Landlord from such damage or be liable to the Landlord for failure to declare the said damage to the insurance company for the Leased Premises in a timely manner.

The Tenant shall immediately remove any formwork or decoration as well as any installation it has made, the removal of which would be useful for the search for or repair of leaks of any kind, cracks in the smoke or ventilation ducts, in particular after fire or infiltration, and for the execution of the Landlord’s work following the disaster or decided by the Landlord.

Article 10: Special requirements

The Tenant is required to comply with the following obligations:

10.1 Respect for the neighborhood

●

Not to use any loudspeaker or other means of broadcasting likely to be heard outside the Rented Premises; not to use any electrical or other device that interferes with the transmission of telephones, terrestrial or digital television or computer networks, without having equipped said devices with devices to avoid any disturbance to the neighborhood, to take particular care to avoid any interference between the various wireless networks used by the Tenant and those used by the other occupants of the Building and neighbors.

●

Not to install in the Rented Premises any machine likely to cause disturbances to the neighbors; to remove without delay those which would be installed if their operation, in spite of the precautions taken, would generate justified complaints of the other occupants of the Building or the neighboring buildings.

●

Refrain from any noisy, dangerous, inconvenient, polluting or unhealthy activity; take all useful measures to prevent any unpleasant odor; refrain from throwing or allowing to be thrown any corrosive or polluting products, or likely to clog any pipes.

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●

Take all measures to avoid the spread of rodents, insects, etc... and if necessary, to destroy them.

●

Ensure the proper conduct of its staff and visitors.

10.2 Fluids - Network subscriptions

●

To subscribe in its name and at its expense all the subscriptions of electricity and telecommunication, and more generally of all fluids necessary to the exercise of its activity.

●

At the end of the Lease, to terminate any contracts it may have entered into for the rental or maintenance of its specific facilities.

●

Pay directly to the services concerned the amounts of the subscriptions, taxes and corresponding consumption, and that of the possible connection.

●

Provide the Lessor annually and/or upon request with the consumption statements for the various fluids to which it has subscribed.

10.3 Various

●

Do not load floors with more weight than they can support.

●

Respect the maximum number of employees allowed in the Leased Premises.

●

Not to proceed in the Rented Premises to any public sale of furniture or other objects.

●

Keep all emergency exits clear of all furniture and objects at all times.

10.4 Parking spaces

●

Use the parking spaces only for parking light vehicles and two-wheelers of its employees or visitors, excluding any repair, oil change or washing activity.

●

Do not store any material, object or merchandise of any kind, in particular: tires, gasoline or oil cans.

●

Respect the rules of operation and safety of parking spaces, as well as the rules of traffic.

10.5 Badges

●

Collect and return at the first request of the Lessor the magnetic cards or generally the means of access which will have been given to him in order to allow their replacement or their periodic validation, or at the end of the Lease.

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10.6 Blinds, Plaques, Signs and Antennas

No blind, plate, sign, antenna or installation of any kind whatsoever, concerning the exterior appearance of the Building may be installed without the prior written consent of the Lessor, who may object only on legitimate grounds.

The Tenant shall also apply, at its own expense, for all necessary authorizations from the administration, the co-ownership on which the Rented Premises depend, the rights of third parties or any other; the Landlord shall not be held responsible in case of refusal of authorization or delay in obtaining them.

Installations shall be made in accordance with the provisions and conditions set forth above for the Lessee’s work.

The Tenant shall, moreover, remove at its own expense the said installations on the day of its departure and restore to their original state the Rented Premises, works or elements of works in or on which these installations have been affixed.

10.7 Access and visit of the Rented Premises

In the event of a notice of termination or cancellation of the Lease, as well as in the event of the sale of the Leased Premises or of the Building on which they depend, the Tenant authorizes the Landlord to show the Leased Premises during working days and hours, as well as to post information signs in appropriate places.

The Tenant shall allow the Landlord and its agents, architects, contractors and workmen to enter the Leased Premises for any visit, repair or maintenance task. The Landlord undertakes, insofar as possible, to give the Tenant at least 48 hours’ notice.

Article 11: Sub-letting, domiciliation, transfer, right of pre-emption of the Tenant

11.1 Subletting and domiciliation

Any subletting of the Leased Premises is prohibited.

The Tenant shall operate its activities in the Leased Premises personally.

The Tenant therefore undertakes not to grant the use of the Leased Premises to anyone in whole or in part, in any form whatsoever, even temporarily or on a precarious basis, whether free of charge or against payment.

Moreover, any domiciliation of a third party in the Rented Premises is strictly forbidden.

11.2 Transfer

The transfer of the Lease is prohibited.

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However, the Tenant may, after having obtained the prior written consent of the Landlord, assign his rights to this Lease in full to the purchaser of his business, provided that he remains jointly and severally liable with any successive occupant of the payment of the rents and accessories or of the execution of the clauses of the Lease, and this without the need to inform the assignor of the first non-payment of his assignee and of all successive assignees within a period of one month, by express derogation to article L.145-16-2 of the Commercial Code. Notwithstanding article L.145-16-1 of the French Commercial Code, this joint and several guarantee shall continue for the entire duration of the Lease remaining on the date of the transfer.

No contribution or assignment may be made if the Lessor is owed rent, charges and taxes.

Before the date scheduled for the signing of the deed of transfer, the Lessor shall be called upon to participate in this deed by registered letter with acknowledgement of receipt received at least fifteen days before the date scheduled for the deed of transfer, with a copy of the draft deed attached, containing all indications relating to the planned transfer.

The Lessor shall deliver to the transferee, at no cost to the Lessor, a registered original of any deed of transfer within one month after the transferee takes possession of the Lease, failing which any transfer made in contravention of the foregoing provisions shall be null and void and the Lease may be terminated if the Lessor sees fit.

In the event of transfer of the right to the lease, transfer or gratuitous transfer of the business, a new inventory of fixtures shall be established between the Lessor and the new lessee, under the same conditions as those provided for in Article 3 of the General Conditions. It is however specified that, notwithstanding the establishment of this new inventory of fixtures, it is the initial inventory of fixtures established with the initial Tenant that shall be used as a reference for the definition of the restoration work due, if any, by the Tenant within the framework of the return of the Leased Premises.

11.3 Tenant’s right of pre-emption

If the Landlord intends to sell the Leased Premises, he shall inform the Tenant by registered letter with acknowledgement of receipt or hand-delivered against a receipt or envelope in accordance with the provisions of Article L.145-46-1 of the French Commercial Code in its wording resulting from the law n°2014-626 of June 18, 2014.

This notification shall, under penalty of nullity, indicate the price and conditions of the proposed sale and shall be deemed to be an offer to sell to the Tenant.

The Tenant shall have a period of one month from the date of receipt of this offer to decide. In case of acceptance, the Tenant shall have a period of two months from the date of sending his answer to the Landlord to complete the sale.

If, in his reply, the Tenant notifies his intention to take out a loan, the acceptance by the Tenant of the offer to sell is subject to obtaining the loan and the time limit for completion of the sale is extended to four months.

If, at the end of this period, the sale has not been completed, the acceptance of the offer to sell will become ineffective.

In the event that the Landlord decides to sell under more advantageous conditions or at a more advantageous price to an interested purchaser, the notary in charge of the sale shall, if the Landlord has not previously proceeded to do so, notify the Tenant in the manner provided for in the first paragraph, under penalty of the sale being declared null and void, of such conditions and price. This notification shall constitute an offer to sell to the benefit of of the Tenant. This offer to sell will be valid for a period of one month from the date of its receipt. Any offer that has not been accepted within this period shall become null and void.

The Tenant who accepts the offer thus notified shall have a period of two months from the date of sending his reply to the Landlord or the notary to complete the deed of sale. If, in his reply, he notifies his intention to obtain a loan, the acceptance by the Tenant of the offer to sell shall be subject to obtaining the loan and the time limit for the completion of the sale shall be extended to four months. If, at the end of this period, the sale has not been completed, the acceptance of the offer to sell will become ineffective.

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However, the foregoing provisions shall not apply in the event of a single transfer of several premises in a commercial complex, a single transfer of separate commercial premises, a transfer of a commercial premises to the co-owner of a commercial complex, a global transfer of a building comprising commercial premises or a transfer of a premises to the Lessor’s spouse or to an ascendant or descendant of the Lessor or his spouse.

Article 12: Insurance

12.1 Lessor’s Insurance

The Lessor undertakes to insure with insurance companies known to be solvent:

The building at new value including all fixtures and fittings considered as building by nature or destination, according to article 525 of the Civil Code.

Against all usual risks of destruction and in particular the following risks: fire and lightning, all explosions, electrical damage, falling aircraft and aerial objects, vehicle impacts, attacks and natural disasters, in particular hurricanes, cyclones, tornadoes, storms, hail, smoke, strikes, riots and popular movements, acts of vandalism and malicious damage, water damage.

The insurance extends to additional guarantees including, in particular, loss of rent for up to two years, the cost of excavation, backfill, indirect losses and experts’ fees.

Its civil liability for bodily injury or property damage caused to third parties. The Tenant shall reimburse to the Landlord, in addition to the charges, the share of the premiums resulting from the policies provided for in the preceding paragraphs. This reimbursement shall be subject to VAT.

12.2 Lessee’s Insurance

The Tenant shall be insured with a reputable company against fire, short circuits, explosions, lightning, water damage, glass breakage and all other generally insured risks, all furniture, equipment, merchandise, glass, installations and fittings in the Rented Premises, recourse from neighbors and third parties, and its professional civil liability.

In order to ensure the execution of this clause, the Tenant shall send to the Lessor within thirty (30) calendar days of the signature of this agreement, a certified copy of all its insurance certificates, it being specified that if the Tenant fails to subscribe, renew the policy or pay the related premiums, the Lessor reserves the right, fifteen (15) days after a formal notice remained unanswered, to proceed with the insurance company covering the Rented Premises, and to claim from the Tenant the reimbursement of the corresponding premiums.

The Tenant agrees to maintain all the above mentioned insurances for the duration of the Lease and its renewals, to pay the premiums punctually and to justify this insurance by sending to the Landlord an up-to-date certificate, within thirty (30) calendar days of the anniversary date of this contract.

If the activity carried out by the Tenant results in additional insurance premiums for the Landlord or for neighbors or tenants, the Tenant shall be required to compensate the Landlord for the amount of the additional premium paid by him and to guarantee him against any recourse and claim from neighbors or tenants. The Tenant undertakes to immediately inform the Landlord of any elements likely to aggravate the risks and to modify the premium rates.

12.3 Waiver of recourse

The Lessor undertakes on its own behalf and on behalf of its insurers to waive any recourse against the Tenant and its insurers, except in the case of malice, in the event of damage caused by fire, explosions, leaks or water damage to the Rented Premises and the corresponding insurance policies shall mention this waiver of recourse.

Correlatively, the Tenant undertakes for itself and its insurers to waive any recourse in case of fire, explosion, leaks, water damage, against the Landlord and its insurers, for any reason whatsoever, in particular due to the destruction of its movable property, as well as due to the deprivation of enjoyment of the Rented Premises and even in case of total or partial loss of its business, including intangible elements. The corresponding insurance policies shall expressly mention these waivers of recourse.

The Tenant undertakes to communicate to the Landlord, all elements tending to appreciate any risk and this at any time and without delay as soon as the Tenant is aware of them. The Lessor’s insurer or its representatives shall have the right to visit the Leased Premises at any time, upon simple request, provided that it does not disrupt the Tenant’s activity.

Article 13 Liability, claims

The Tenant waives all liability claims or claims against the Landlord, the Landlord’s agent and their respective insurers and agrees to obtain the same waivers from its own insurer for the following:

	●	In the event of theft, attempted theft, or other criminal acts committed in the Leased Premises or in the common areas of the Building, the Landlord not assuming any obligation of surveillance,

	●	In case of modification or suppression of the guarding, the remote surveillance, the reception service and the switchboard operators, if any, and more generally of the service of all the persons providing common services to the Building,

	●	In case of modification of the common parts, the dependencies and accessories of the Rented Premises, notwithstanding article 1723 of the Civil Code,

●

In the event of irregularities or interruption of the elevators, supply and distribution of services and fluids and, in particular, of the service of water, electricity, telephone, air- conditioning, generators, all computer systems and new technologies if any, except in the event of a fault attributable to the Lessor. In addition, any

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The cancellation of a service shall not give rise to any compensation or reduction of rent for the Tenant, except in the event of a fault attributable to the Landlord. The Lessor undertakes to take all necessary steps to restore the operation of the said fluids insofar as it has retained the management of the said equipment or holds the supply contracts.

	●	In the event of an accident with bodily, material and/or immaterial consequences occurring in the Rented Premises or in the Common Areas during the course of the Lease, whether or not it has an impact on the Tenant, regardless of the cause,

	●	In case of damage caused to the Rented Premises and/or to any movable items therein, as a result of leaks, infiltrations, humidity or other circumstances, all except for fault attributable to the Lessor,

	●	In case of actions generating damage from other occupants of the Building, from all third parties in general,

	●	In case of claims from third parties, co-owners or any other tenant due to disturbances of use attributable to its activity,

	●	In case of expropriation for public utility, all the rights of the Tenant being reserved against the expropriating party,

●

In case of contamination of the heating, water and air conditioning networks.

Article 14 Destruction of the Rented Premises

In the event that, as a result of a fire, an explosion, whatever the cause, or any other disaster, the Leased Premises are destroyed or rendered unusable in their entirety, the Lease shall be terminated as of right, without any indemnity for the Tenant, the full benefit of the real estate insurance indemnities remaining with the Landlord.

Notwithstanding Article 1722 of the Civil Code, if the Leased Premises are destroyed or rendered unusable only partially, the Lessee may only terminate the Lease if the Leased Premises are not restored within two years of the loss.

In this case, the Lessor undertakes to take all necessary steps to restore the property to its original condition and to allocate the insurance indemnities received.

During this period, the Tenant shall only be liable for the payment of rents and charges in proportion to the surface area of the Rented Premises that would not be destroyed or unusable.

In the event that, due to causes beyond the control of the Lessor, the Lessor is unable to rebuild the Leased Premises within a period of two years, the Lease shall be terminated as of right, without prior notice and without any indemnity for the Lessee, the full benefit of the real estate insurance indemnities remaining with the Lessor.

Article 15 Collective proceedings

In the event that collective proceedings (safeguard, recovery or judicial liquidation) are opened against the Tenant, the latter shall immediately inform the Landlord by registered letter with acknowledgement of receipt.

The sums owed by the Tenant for debts arising prior to the judgment opening the proceedings shall be automatically set off against the security deposit, without the need for any judicial formality. After the court has decided on a possible safeguard or recovery plan, the Lessor shall ask the Tenant to reconstitute the security deposit, in the event that all or part of it has been offset.

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The transfer of the leasehold right, including in the event of the Tenant’s judicial liquidation, by the judicial administrator, may only be carried out under the conditions indicated in Article 11.2 of the General Conditions and subject to the reconstitution of the security deposit by the transferee in the hands of the Landlord.

If the administrator or liquidator were to terminate the Lease, such non-performance would give rise to damages in accordance with Articles L.622-13 and L.622-14 of the French Commercial Code, which the Parties agree to set at six months’ rent (exclusive of taxes) in effect on the date of termination. The security deposit shall be acquired by the Lessor as initial liquidated damages in the event of waiver of the continuation of the Lease pursuant to Articles L.622-13 and L.622-14 of the Commercial Code.

Article 16: Return of the Rented Premises

16.1 Acquired

One month before vacating the Leased Premises, the Tenant shall, prior to any removal of the furniture, even partial, and at the first request of the Landlord, justify by the presentation of the receipts, the payment of the contributions to be paid by the Tenant, both for the past years and for the current year, as well as all the terms of rent and charges, and communicate to the Landlord his future address.

16.2 State of restitution

Upon his departure, during or at the end of the lease, the Tenant shall return the Leased Premises in a very good state of maintenance, cleanliness and repairs and replacements incumbent upon him, and shall return them free of any furniture, fixtures, wiring, which would not have become the property of the Landlord by virtue of the option available to the latter as stated below.

16.3 Accession

All real estate work, fixtures and fittings, whether or not authorized by the Lessor, whether finishing work performed prior to or at the time of taking possession, or partitioning, improvement, alteration or repair work, shall become the property of the Lessor by accession at the end of the Lease, without compensation of any kind.

The Landlord shall have the right to require the Tenant to restore the Leased Premises to their original physical condition in accordance with the inventory of fixtures referred to in article 3.2 of the General Conditions, at the exclusive expense of the Tenant, and in particular the removal of the following items

	-	partitioning,

	-	low voltage

private air-conditioning systems

16.4 Pre-appraisal - Quotation

To this end, three (3) months at the latest before the expiry of the Lease or at the time of the Tenant’s effective departure, if earlier, a preliminary inspection of the condition of the Rented Premises shall be carried out by both parties, which shall include a statement of the repairs to be carried out by the Tenant.

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The Tenant shall perform at its own expense all such repairs and restorations as mutually agreed upon for the date of vacating the Leased Premises.

In the event that the Tenant does not carry out the repairs and repairs within the above- mentioned time limits, or does not respond to the Landlord’s notice, the Landlord shall have the amount of said repairs calculated.

The Parties may agree that the restoration work shall be carried out by the Lessor at the Lessee’s expense, provided that prior to the Lessee’s departure, an agreement has been reached on the description, the estimate and the deadline for carrying out the necessary work and that the amount of the estimate(s) has been paid to the Lessor by the Lessee.

Upon return of the Leased Premises by the Tenant, an inventory of fixtures shall be established jointly and amicably by the Parties or by a third party mandated by them.

If the inventory of fixtures cannot be established under these conditions, it shall be established by a bailiff, on the initiative of the most diligent Party, at expenses shared equally between the Lessor and the Tenant.

In view of this inventory of fixtures, the Parties shall assess whether there are any remaining repairs and restorations incumbent upon the Tenant.

If repairs or work are necessary, and if a negotiation has not already taken place at the end of the pre-exit inventory of fixtures, the Tenant shall, within fifteen days of the notification of the estimates or figures, established at the request of the Landlord, give his agreement on the said estimates or figures.

In the event of silence or unjustified dispute by the Tenant before the expiration of this period, the estimates or cost estimates presented by the Landlord may no longer be contested by the Tenant and shall be deemed accepted by him. The Lessor may have the work performed by companies of its choice, the cost of which shall be borne exclusively by the Lessee.

16.5 Downtime compensation

In the cases referred to in Article 16.4 above, the Tenant shall owe the Landlord an immobilization indemnity equal to the amount of the last rent (including tax) and charges, calculated on a pro rata temporis basis, during the time the premises are immobilized to carry out the repairs incumbent upon the Tenant after the expiration of the Lease; the Landlord undertakes to make every effort to carry out the said repairs.

It is reminded that in the event that the Tenant does not vacate the Rented Premises on the due date, he/she shall owe the Landlord the occupancy indemnity set forth in article 18 - 4^ème.

Article 17: Tolerance

A tolerance relating to the application of the clauses and conditions of the Lease may never, regardless of its frequency or duration, be considered as a modification or deletion of these clauses and conditions.

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Article 18: Resolutive clause, sanctions

In the event of non-payment of a single term or fraction of a term of the Rent and/or its accessories at their exact due date, of any sum due for a rent revision or a renewal of the Lease or in the event of non-performance of any of the conditions and obligations of the Lease (General Conditions and Special Conditions in their entirety), and one month after a In the event of a simple order to pay or to execute the present clause, the Lease shall be terminated by operation of law if the Landlord sees fit, even in the event of payment or execution after the expiration of the above-mentioned period. Jurisdiction is given to the Summary Jurisdiction Judge to note the breach and the operation of this clause and to evict the Tenant.

In the event of termination of the Lease for reasons attributable to the Tenant, the security deposit and the prepaid rents, if any, shall remain vested in the Landlord as first damages without prejudice to the provisions of Article 1760 of the Civil Code.

All costs of pre-litigation reminders, fees and costs of proceedings, summonses, lawsuits, protective or enforcement measures as well as all costs of lifting the registration status and notification that may be necessary shall be borne by the Tenant.

The occupancy indemnity payable by the Tenant in the event of non-delivery of the Leased Premises, after termination of the Lease by operation of law or by court order, or after expiration of the Lease, shall be established on the basis of the total rent for the last year of the lease, increased by fifty (50) %, in addition to all the accessories to the Rent.

In the event of non-payment of any amount due under the Lease and its consequences, the amount of each unpaid installment shall, at the expiration of a period of fifteen days from the due date, be automatically increased by 10% as a fixed penalty without prejudice to the possible application of the resolutory clause.

By express agreement, this penalty shall apply automatically upon expiration of the above period without any notice of default having been served.

In the event of repeated non-compliance by the Tenant with its obligations, the Landlord shall have the distinct option, fifteen days after a simple notification by registered letter with acknowledgement of receipt that has remained without effect, to have the non-compliant obligation performed by any service provider of its choice, at the Tenant’s expense, risk and peril, the resulting costs shall be automatically added to the first following term. In no case shall the above clause be considered as a comminatory or a style clause. It contains an express derogation, intended and accepted by the Parties, to the last paragraph of Article 1184 of the Civil Code.

Article 19: Environment

19.1 Work and respect for the environment

For the execution of the work to be carried out by the Tenant, both at the outset and during the term of the Lease, the Tenant undertakes to comply with all standards and regulations in force relating to the protection of the environment and not to use any material likely to present a danger to the safety of the occupants of the Leased Premises or of the Building and/or the real estate complex.

If the materials used by the Lessee are prohibited by a new provision, the Lessee shall be personally responsible for all the resulting consequences: research, diagnosis, removal or other, even though the work and improvements may have been acquired by the Lessor in the meantime, without any recourse against the Lessor.

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19.2 State of risks and pollution

Attached hereto (Appendix 2) is the risk and pollution report provided for in articles L.125-5 and R.125-26 of the Environmental Code, of which the Tenant declares to have full knowledge.

If necessary, the Landlord further declares that to its knowledge (i) the Leased Premises have not suffered any loss that has given rise to the payment of an indemnity pursuant to Article L.125-2 or Article L.128-2 of the Insurance Code during the period of its ownership thereof and (ii) that it has not itself been informed of any such loss at the time of acquisition of the Leased Premises.

The Tenant being thus informed of this situation, undertakes to deal with it personally without recourse against the Landlord.

19.3 Diagnostic of Energy Performance

An energy performance diagnosis (DPE) is attached hereto (Appendix 3), in application of articles L.134-3-1 and following of the Construction and Housing Code, of which the Tenant declares to have full knowledge and to make its own personal arrangements, without recourse against the Landlord.

19.4 Asbestos Technical Diagnosis

Under the terms of Article R.1334-29-5 of the Public Health Code amended by the Order of December 21, 2012 on the general safety recommendations and the content of the summary sheet of the “asbestos technical file”, owners of built buildings containing materials likely to release asbestos fibers are required, since January 1er 2013, to establish an asbestos technical file (DTA) and communicate it to the occupants of their building.

Consequently, an asbestos technical file relating to the Building is attached to the Lease (Appendix 4) or will be sent to the Tenant by the Landlord three months at the latest after the signature of the Lease.

The Lessor prohibits the Tenant from carrying out or having carried out any work whatsoever, even if not subject to authorization under the terms of the Lease, without having taken or had taken cognizance of the said DTA by the companies and having justified it beforehand to the Lessor.

During the fitting out of the Leased Premises, the Tenant shall carry out, at its own expense, an asbestos diagnosis before the works if necessary.

Article 20 Status of Work Performed by the Lessor

In accordance with the provisions of Article L.145-40-2 of the Commercial Code as amended by Law No. 04-626 of June 18, 2014, the Lessor shall deliver to the Lessee upon signature of this Agreement, and then every three years, the following documents:

A statement of the work done in the three years preceding the conclusion of the Lease, specifying its cost (Appendix 5).

An estimate of the work to be performed within three years of the signing of the lease, together with a projected budget (Appendix 6).

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It is specified that this statement, which shall be updated at least every three years by the Lessor, has been drawn up for information purposes only and that it may be modified at any time by the Lessor, of which the Lessee acknowledges.

Consequently, the Lessor reserves the discretionary right to carry out or not the works mentioned in the above-mentioned provisional statement and that, in the latter case, the Tenant shall not be able to claim any reduction in rent and/or indemnity whatsoever, nor to contest the reimbursement of charges, in the event that all or part of the planned works have not been carried out, as well as in the event that the Lessor carries out works that were not initially envisaged

The Landlord shall inform the Tenant during the course of the lease of any element likely to modify the distribution of charges among the tenants of the Building.

Article 21 Modifications - Tolerances - Severability - Confidentiality - Conditions of formation of the contract - Unforeseeable

21.1 - Modifications

Any modification of this Agreement shall be made only by agreement between the parties in writing.

21.2 - Tolerances

The Tenant expressly acknowledges that all tolerances on the part of the Landlord relating to the above-mentioned clauses and conditions, regardless of their frequency or duration, may in no case be considered as modifying or eliminating these clauses and conditions, nor as generating any right whatsoever. The Lessor shall always be free to require, without prior notice and by any means, the strict application of the conditions which have not been the subject of a prior express written modification.

21.3 - Divisibility

If at any time any provision hereof shall be unlawful, void or for any reason unenforceable in whole or in part under the laws of any state or territorial unit, the legality, validity and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.

21.4 - Privacy Policy

The Lessor and the Lessee agree to keep the terms and conditions of the Lease confidential and to take all steps to ensure that such confidentiality is maintained by all their employees and assigns, as well as by their respective counsel, consultants and agents.

Each of the Parties shall refrain from publicizing the execution of the Lease in a press release or by any other means of communication without the prior written consent of the other Party.

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21.5 - Conditions of formation of the Contract - Unforeseeability

The Parties acknowledge that the Lease (including its annexes) was freely negotiated in good faith between them, each Party having been assisted in this regard by its counsel, and that the Parties have entered into the Lease with full knowledge, awareness and understanding. Each of the Parties acknowledges that the other Party has requested from it the information that was of decisive importance to the former in order to obtain its consent to the conclusion of the lease within the meaning of Article 1112-1 of the Civil Code.

Throughout the term of the lease and its successive renewals, each of the Parties irrevocably and unequivocally waives the benefit of Article 1195 of the Civil Code relating to unforeseeability and consequently refrains from requesting its application unless otherwise provided by law or jurisprudence.

Article 22 Fees

All rights, expenses and fees for the drafting of the present document, the agency commission and those which will be the result and consequence thereof shall be borne and paid by the Tenant who expressly undertakes to do so.

Article 23 Election of domicile

For the execution of the present contract and its consequences, including the service of all documents, the Parties elect domicile:

The Lessor: at its registered office, 0 xxx xx Xxxxxx, Xxxxx 8^ème or that of its agent. The Tenant: in the Rented Premises.

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II/SPECIAL CONDITIONS

Article 1: Designation of the Rented Premises

In a building complex located at 4, rue Auber in the 9ème district of Paris:

■

Office premises located on the 4ème floor of the building on the Mathurins side, with a surface area of approximately 545 sq.m. including a share of the common areas,

The delimitation plans of the Leased Premises are attached to the Lease (Appendix 1).

Article 2: Effective Date and Term of the Lease

The Lease will take effect on 01/10/2022 and end on 30/09/2031. The lease is for a term of nine firm and consecutive years.

In accordance with the provisions of article L.145-4 of the Commercial Code, the Tenant will have the option of giving notice for the expiration of each three-year period.

Article 3 : Destination of the Rented Premises

The Tenant shall occupy the Leased Premises exclusively for office use in connection with its software publishing business (Appendix 7). It is specified that the regulations applicable to the Building are the Labor Code and that the Building is not classified as an ERP.

Article 4: Rent

The annual rent amounts to 376 050 € (THREE HUNDRED AND SEVENTY-SIX THOUSAND AND FIFTY EUROS) excluding tax and excluding charges, to which is added VAT at the current rate.

Rent-free:

The Lessor grants the Tenant a deductible of four (4) months of the current global rent, i.e. 125 350 € (ONE HUNDRED AND TWENTY THOUSAND AND FIFTY EUROS), to From the effective date of the lease, i.e. from October 1, 2022 to January 31, 2023.

The amount of the deductible shall be calculated on the basis of the principal rent in effect on the date the deductible is applied. This rent deductible shall not, however, exempt the Lessee from paying the charges and taxes incumbent upon the Lessee as of the effective date of the Lease.

This rent-free period has not been granted in consideration of any particular service, but is the result of an overall agreement of the Parties on the general economy of the Lease. As a result, this rent-free period is not to be considered as a reciprocal service separate from the Lease and its financial and contractual terms as a whole, and is therefore not subject to VAT.

Article 5: Tax system

VAT

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Article 6: Indexing

Index of rents for commercial activities (ILAT)

The initial reference index will be that of 2Q 2022 (to be published)

Article 7: Security deposit

At the signature of the lease, the security deposit amounts to 3 months of initial rent excluding VAT/HC, i.e. the sum of 94 012,50 € (FOURTEEN FOURTEEN THOUSAND TWELVE EUROS AND FIFTY CENTS).

The Tenant shall send to the Landlord, by e-mail, the proof of the bank transfer of the security deposit, on the day of the signature of the Lease.

As a reminder, this security deposit must be increased or decreased when the amount of the rent is modified so that it is always equal to three months’ rent excluding taxes.

Article 8: First demand bank guarantee

To guarantee all of its obligations under the Lease and its consequences, the Tenant shall provide the Landlord, within a maximum period of three (3) months from the Effective Date of the Lease, with an autonomous first demand bank guarantee, subject to the provisions of Article 2321 of the Civil Code, issued by a first rank French banking institution having its registered office or branch in France, substantially in accordance with the model annexed to the Lease (Appendix 8), in an amount corresponding to nine months’ Rent excluding taxes and charges (hereinafter the “GAPD”).The amount of the GAPD (guarantee on first demand) amounts to 9 months’ initial rent excluding taxes and charges, i.e. the sum of 282,037.50 € (TWO HUNDRED AND EIGHTY TWO THOUSAND AND FIFTY EUROS).

In the event of failure to deliver a GAPD in accordance with these provisions within the aforementioned period, the Lessor may, if it so chooses, implement the termination clause of the Lease, under the conditions provided for in Article 18 of the General Conditions.

The amount guaranteed shall at all times be at least equal to 9 months of the Rent excluding taxes and charges. This amount shall be indexed at the same time as the Rent so as to always correspond to one year’s Rent excluding taxes and charges.

The GAPD shall become effective on the Effective Date of the Lease and shall remain in effect until the expiration of five (5) months from the end of the nine (9) year term of the Lease.

In the event that the Lease is tacitly extended, the Lessee shall submit a new GAPD, drawn up in accordance with the provisions of this Article, no later than fifteen (15) days prior to the expiration of the previous GAPD, said GAPD may then be limited to one (1) year but must be renewed during the entire tacit extension period of the Lease. If the Tenant fails to submit a new GAPD at least fifteen (15) days prior to the expiration of the GAPD coming to an end, the Landlord shall be entitled to enforce the GAPD prior to its expiration for the full amount thereof.

If the GAPD is called upon, a new guarantee of the same amount and duration issued by a first rank French bank shall be given to the Lessor, at the latest within thirty (30) days. If the Tenant is unable to provide the Lessor with the GAPD within the aforementioned period, the Tenant shall provide the Lessor, at the latest at the end of the thirty (30) day period following the activation of the GAPD, with a sum corresponding to the GAPD that should have been remitted, by bank transfer. This amount shall be reimbursed to the Tenant by the Landlord within five (5) business days upon delivery by the Tenant to the Landlord of the original of the new GAPD.

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Failing this, the Lessor may, if it sees fit, implement the resolutory clause of the Lease, under the conditions set forth in Article 18 of the General Conditions.

The GAPD shall expressly stipulate that it is subscribed for the benefit of the Landlord and all successive lessors and/or owners of the Leased Premises, provided that such transfer does not contravene the guarantor’s obligations as to the identity of the transferee with respect to the fight against money laundering and the financing of terrorism and international sanctions. Thus, in the event of the sale of the Leased Premises, the successive lessors and/or owners shall automatically become beneficiaries of the GAPD.

In the event of an assignment or contribution of the Lease, the assignee (or transferee) shall provide to the Landlord, prior to the date of assignment or contribution of the Lease, a new independent bank guarantee established in accordance with the provisions of this Article

Article 9: Distribution of charges

The distribution of charges between the various tenants occupying the building complex on which the Rented Premises depend is specified in the attached table (Appendix 8).

The Landlord shall inform the Tenant of any element likely to modify the allocation of charges between tenants. The Landlord may modify this allocation during the term of the Lease without the prior agreement of the Tenant, provided that such modification is justified (modification of the common areas of the Building, adjustment of the allocation keys to the surface area of the Rented Premises, etc.).

Article 10: Waiver of the general conditions

10.1 Security deposit

Notwithstanding Article 6 of the General Conditions, the 5ème paragraph is amended as follows:

“This security deposit shall be refunded to the Tenant at the end of the use of the Leased Premises, after deduction of all sums due by the Tenant for the occupancy of the Leased Premises and, upon completion of the final accounting, within a maximum period of three (3) months thereafter.”

10.2 Maintenance, work, repairs

By derogation, article 9.4 of the general conditions is modified as follows:

“By express agreement between the Parties, the Tenant shall carry out at its own expense, risk and peril, notwithstanding Articles 1719, 1720 and 1755 of the Civil Code, as and when required, and shall bear the cost of or reimburse the Landlord for all work, repairs, replacements and expenses of any nature whatsoever, regardless of the cause, nature and importance thereof, including those due to force majeure or obsolescence, with the exception of the major work referred to in Article 606 of the Civil Code or work to bring the Leased Premises into compliance with the law, or work attributable to the Landlord, including those due to force majeure or obsolescence, with the exception of the major works referred to in Article 606 of the Civil Code or works to bring the Leased Premises into compliance with the law or those attributable to obsolescence falling within the category of the major works referred to in Article 606 of the Civil Code, which shall remain the responsibility of the Lessor in accordance with the provisions of Article R.145-35 of the Commercial Code.

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In this context, the Tenant shall in particular, and without this list being in any way exhaustive:

	-	Carry out at its own expense all work and in particular repair, restoration, modernization, repair or replacement, which is or will become necessary to the Leased Premises and their installations, (such as, if they exist, those of heating, air cooling, ventilation, technical equipment, access controls, security and safety systems, electricity, lighting, wiring, glazing, woodwork and closures, plumbing, sanitary facilities, carpets, ceilings and false ceilings, walls, partitions, floors, roofs, pipes, zinc work... ),

	-	Carry out at its own expense all work, improvements, installations and constructions to bring the Rented Premises and the Building on which they depend into conformity with current and future regulations, in particular in terms of environmental protection, hygiene, health, safety, road safety, police and labor regulations, as well as, where applicable, in terms of ERP regulations for the category on which its activity depends, rules applicable to high-rise buildings and accessibility rules for persons with reduced mobility.

	-	To maintain in a very good state of cleanliness, maintenance and repair of any kind the Rented Premises and their equipment as well as the installations, installations, decorations and embellishments carried out by him having the nature of building by destination.

He will take care of the very good maintenance and repair of his electrical, telephone, data- processing networks and the lightings. He will take all precautions against the frost. He will make proceed, if necessary, with the annual sweeping of the smoke ducts to his use.

He shall paint the Leased Premises as often as necessary, maintain the floor coverings in a very good state of repair and in particular remedy the appearance of stains, xxxxx, tears, holes or detachments and ensure the safety of use and circulation so as to return them at the end of the lease in very good condition.

In general, he shall subscribe to all maintenance contracts and repair as and when necessary any deterioration that may occur in the Leased Premises and replace, if necessary, what could not be repaired.

10.3 Subletting and domiciliation

Notwithstanding the provisions of article 11 of the general conditions, the Tenant shall have the option of domiciling and/or partially subletting the rented premises to another company corresponding to the standing of the building. The Tenant will then be authorized to sublet under the following conditions:

the surface area subject to the said sublease shall not exceed 49% of the leased premises,

the Lessor must be notified in advance by registered mail with acknowledgement of receipt at least one month before the sublease takes effect,

the leased premises forming an indivisible whole in the common intention of the Parties, any sub-lease shall not create direct rights of any sub-lessees towards the Lessor, and in particular, the Lessee shall not grant sub-tenancies whose expiry date would be later than the end of the lease,

in case of termination of the present contract by the Tenant, the Tenant shall be personally responsible for the release of the premises by the sub-tenant.

the sub-lessee shall operate the premises in accordance with the purpose of the lease,

the amount of the sub-rent / m2 / year cannot be higher than the amount of the rent / m2 / year.

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The above provisions shall be expressly included in any sublease agreement so that the sublessee is fully aware of them.

Finally, if these subleases lead to a particular development of the surfaces, the Tenant shall submit to the Landlord for formal approval the complete development file to verify, in particular, the compliance of the said development with safety regulations.

No improvements may be made in the leased premises before the Lessor has formally given its consent.

For subleases authorized in this way, the Lessor waives the right to intervene in the signing of the sublease deed and relieves the Lessee of the formalities provided for in Article L.145-31 of the Commercial Code. However, a signed copy of the sublease deed shall be communicated to the Lessor within fifteen days of the signature, under penalty of nullity of the sublease.

The Tenant shall remain solely liable for all rents, charges and accessories and shall remain liable for all obligations under the Lease, so that the Landlord shall only have to know one and only one tenant, holder of the Lease for the entirety of the Leased Premises and solely and exclusively responsible for the payment of rents and the performance of the charges and conditions of the Lease, the Landlord not intending, under any circumstances, to have any legal relationship with any subtenants.

The general terms and conditions of the sublease shall be consistent with those set forth in the Lease.

In no case may the sub-lease be granted for a period longer than the remaining term of the Lease.

In no case may the sublease be granted for a rent higher than that of the Lease. The sublease contract must contain

	●	a clause by which the sub-lessee declares that it is fully aware and acknowledges that the fate of the sub-lease follows that of the Lease, the expiration or termination of the latter, for whatever reason, will automatically result in the termination of the former;

	●	a clause by which the sub-lessee declares that it is fully aware and acknowledges that the Leased Premises are indivisible in the common intention of the Parties, and that it may not invoke any direct right against the Lessor.

In the event of application of the provisions of the second paragraph of Article L.145-32, the terms and conditions of the new lease shall be in accordance with the present lease, except for the amount of the Rent which shall be fixed in accordance with the usual terms and conditions, based on the rental value of the Leased Premises.

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Done in Paris, on 20/07/2022

In three copies, one of which is given to each of the Parties.

The Lessee The Lessor

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List of Annexes :

Appendix 1: Plans of the Rented Premises

Appendix 2: State of Risks and Pollution

Appendix 3: Energy performance diagnosis

Appendix 4: Asbestos technical file

Appendix 5: Summary of the work carried out by the Lessor

Appendix 6: Provisional statement of the work carried out by the Lessor

Appendix 7: Kbis extract

Appendix 8: Rental Expense Allocation Table Appendix 9: GAPD

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AUTONOMOUS BANK GUARANTEE ON FIRST DEMAND
GOVERNED BY ARTICLE 2321 OF THE CIVIL CODE

ISSUED BY :

BNP PARIBAS, a public limited company with a capital of 2,496,865,996 euros, having its registered office in PARIS (75009), 00 Xxxxxxxxx xxx Xxxxxxxx, registered under number 662042449 - RCS Paris - identifier CE FR 76662042449 - orias n°07 022 735, represented by [ ], duly empowered for the purpose of the present document by virtue of the powers of attorney of which a copy is attached hereto as Appendix 1 (hereinafter the “Guarantor”)

IN FAVOR OF :

xx, a public limited company whose registered office is located at xx, registered under the number xx RCS Paris (hereinafter the “Beneficiary”),

IT BEING PREVIOUSLY STATED THAT:

By private deed dated in Paris on xx,

XX, a simplified joint stock company whose registered office is located at xxx- 75010 Paris, registered under the number XXX RCS Paris (the “Principal”) has entered into a commercial lease in the future state of completion (the “Lease”) with the Beneficiary, in its capacity as Lessor, covering the entirety of the real estate complex for office use located at XXXX (the “Rented Premises”).

In article 3 of the Lease, the parties have agreed that the Principal shall provide the Beneficiary with an autonomous bank guarantee on first demand from a first rank bank with an establishment in France, in order to guarantee the Beneficiary the payment of a sum of XXX € corresponding to XXX.

Consequently, the Guarantor has issued, on the instruction of the Instructing Party, this autonomous first demand bank guarantee in favor of the Beneficiary (the “Guarantee”).

The Guarantor expressly agrees that this statement is only indicative and shall not affect or call into question the autonomous and independent nature of the Guarantee in relation to the obligations contracted by the Principal towards the Beneficiary under the Lease, in accordance with Article 2321 of the Civil Code.

IT IS AGREED AS FOLLOWS:

GUARANTEE

Pursuant to the provisions of Article 2321 of the Civil Code, the Guarantor undertakes, by way of an autonomous guarantee, to pay to the Beneficiary, irrevocably and unconditionally, at the Beneficiary’s first request, the maximum sum of XXX (the “Maximum Guaranteed Amount”).

As a result of the autonomous nature of its commitment, the Guarantor acknowledges that it may not raise any objection or exception whatsoever to oppose its payment under the Guarantee, defer it or discuss the amount thereof.

The Guarantee constitutes an autonomous, irrevocable and unconditional commitment of the Guarantor; therefore, the Guarantor shall remain bound regardless of any circumstance that may affect the Principal’s commitment under the Lease. Thus, the Guarantor shall not be entitled to rely on any nullity, termination, rescission, set-off or other exception affecting or resulting from the Lease or from any other legal relationship between the Principal and the Beneficiary or any other third party. The Guarantor’s commitment is irrevocable and unconditional notwithstanding any challenge by the Principal or any third party.

DURATION

The Guarantee shall remain in full force and effect from the date of its execution and shall expire on XXX (the “Expiration Date”).

It is specified that any request received by the Guarantor before the Expiration Date shall be satisfied in accordance with the terms of this Guarantee within the limit of the Maximum Guaranteed Amount referred to in Article 1. Any request made after this date shall be null and void, it being understood that a Notification sent before or at the latest on the Expiration Date, at midnight, Paris time, but which is received by the Guarantor after this Expiration Date, shall be validly binding on the Guarantor, which shall be bound to honor its payment obligation, under the terms and conditions of the Guarantee. Consequently, the return of this Guarantee shall not be necessary to establish its lapse after the Expiration Date.

WARRANTY CALL

Amounts may be called under the Guarantee in one or more instalments by means of a written request made by the Beneficiary to the Guarantor by registered letter with acknowledgement of receipt specifying the amount of the sum to be paid by the Guarantor to the Beneficiary within the limit of the Maximum Guaranteed Amount referred to in Article 1;

(a “Notification”).

Any Notification shall constitute in this respect the only document necessary to obtain payment of the sums claimed without the Guarantor being able to contest its content.

Each Guarantee Call Notification shall be validly addressed to the Guarantor at the following address (or any other address that may have been notified by the Guarantor to the Beneficiary no later than fifteen (15) days prior to sending a Guarantee Call Notification):

APAC Financement des Entreprises IDF
0 xxx xx Xxxxx

00000 XXXXX

PAYMENT

Subject to compliance with the terms of this Guarantee, the Guarantor undertakes to pay to the Beneficiary the amount indicated in the relevant Notification up to the Maximum Guaranteed Amount, no later than three (3) days following the date of first presentation of this Notification to the Guarantor, in accordance with the instructions contained therein.

The Guarantor irrevocably waives the right to (i) raise against the Beneficiary any objection, exception, protest, reservation or to rely on the fulfilment of a condition or verification of any kind whatsoever prior to payment, provided that the Notification sent by the Beneficiary complies with the provisions of Article 3, in particular in the event that the Principal contests by any means whatsoever, in whole or in part, a payment requested by the Beneficiary, or if any of the obligations entered into by the Principal are cancelled, terminated, lapsed or cannot be performed for any reason whatsoever, and (ii) defer the performance of its undertaking for any reason whatsoever.

It is hereby specified that the Guarantor shall not be the judge of the content of the Notification, the occurrence of circumstances justifying a Notification and the amount thereof shall be established exclusively with respect to the Guarantor by the receipt of said Notification, the Guarantor’s commitment under the terms of this Guarantee being autonomous and independent of the legal effects of the Lease, the Guarantor being bound to perform notwithstanding any exceptions or disputes of any kind whatsoever, in particular those relating to the fundamental relationship or the relationship between it and its Principal

Any amount not paid by the Guarantor hereunder within such period shall automatically bear interest, from the date due until the date of actual payment, at the legal rate of interest increased by five hundred bank basis points with a minimum of 10%.

The amount called under the Guarantee shall be paid by the Guarantor by transfer to the bank account opened in the name of the Beneficiary, which must be mentioned in the Notification.

All costs related to the issuance and execution of the Guarantee shall be borne exclusively by the Guarantor.

NON-WAIVER

The non-exercise or late exercise by the Beneficiary of any right under the Guarantee shall not constitute a waiver of such right, nor a discharge by the Guarantor of its obligations under the Guarantee.

Furthermore, the partial exercise of a right shall not preclude the exercise in the future of the right that has not been fully exercised. The rights referred to in this section do not preclude the exercise of any right that may arise from statutory provisions.

TRANSMISSION OF THE GUARANTEE

The Guarantor shall remain bound by the terms of the Guarantee (i) notwithstanding any merger, demerger, transfer of all assets and liabilities, partial contribution of assets or other reorganization of any kind whatsoever of the Beneficiary or the Instructing Party with another company, and (ii) notwithstanding any change, in particular in the legal form or in the person of the Beneficiary or the Instructing Party, even if such transaction results in the creation of a new entity.

The Guarantee shall automatically benefit and be transferred to any new owner of the Leased Premises, provided that the Beneficiary notifies the Guarantor of this transfer in advance by registered letter with acknowledgement of receipt, accompanied by proof of this change, provided that the successor complies with the Guarantor’s counterparty identification procedures (KYC), to ensure compliance with regulations relating to the fight against money laundering and the financing of terrorism and is not on the sanctions lists of France, the European Union, the United States of America or the United Nations.

The Guarantor shall remain bound by the terms of the Guarantee even in the event of cessation of payments, receivership, amicable settlement, judicial liquidation, bankruptcy or any similar situation of the Instructing Party or the Beneficiary as well as in the event of a change in its legal form.

The Guarantee shall be binding on the Guarantor’s successors and assigns on a universal basis in any manner whatsoever, including as a result of a merger, spin-off or partial contribution of assets.

MISCELLANEOUS

In the event that one of the provisions of the Guarantee is invalid or impossible to perform, this circumstance shall not affect the validity of the other provisions. The Guarantor and the Beneficiary shall then approach each other in order to negotiate in good faith the replacement of the invalid or impossible-to-perform stipulation by a new stipulation whose purpose and effects shall be as close as possible to those of the stipulation replaced.

The Guarantor hereby agrees that the application of the provisions of Article 1195 of the Civil Code to its obligations under the Guarantee is precluded and acknowledges that it shall not be entitled to rely on the provisions of Article 1195 of the Civil Code.

APPLICABLE LAW - JURISDICTION

This Guarantee is governed by French law. The Commercial Court of Paris shall have exclusive jurisdiction over any dispute to which this Guarantee may give rise.

Done in
Paris, on [-],

In one (1) copy,

The
Guarantor
By: [ ]

Title : [ ]

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COMMERCIAL LEASE (Office space only)

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