LEASE AGREEMENT between MALONE 29 PITMAN ROAD PROPERTIES, LLC (“Landlord”) and NORTHERN POWER SYSTEMS, INC. (“Tenant”) Dated as of June 19, 2014

LEASE AGREEMENT between MALONE 29 PITMAN ROAD PROPERTIES, LLC (“Landlord”) and NORTHERN POWER SYSTEMS, INC. (“Tenant”) Dated as of June 19, 2014

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Table of Contents

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Exhibit 10.6

LEASE AGREEMENT

between

XXXXXX 00 XXXXXX XXXX PROPERTIES, LLC

(“Landlord”)

and

NORTHERN POWER SYSTEMS, INC.

(“Tenant”)

Dated as of June 19, 2014

TABLE OF CONTENTS


		Page

Section 1.	Lease of Premises		1
Section 2.	Term of Lease		1
Section 3.	Use of Premises		2
Section 4.	Minimum Rent		2
Section 5.	Security Deposit		3
Section 6.	Common Area Charges		3
Section 7.	Tenant’s Taxes		3
Section 8.	Tenant’s Maintenance and Utilities		3
Section 9.	Casualty Insurance		4
Section 10.	Liability Insurance		4
Section 11.	Net Lease		4
Section 12.	Alterations		4
Section 13.	Repairs, Replacements		5
Section 14.	Tenant to Comply with Laws, etc		6
Section 15.	No Waiver		6
Section 16.	Landlord’s Right of Access		7
Section 17.	Priority of Mortgages		7
Section 18.	Assignment, Subletting		7
Section 19.	Damage or Destruction		7
Section 20.	Eminent Domain		8
Section 21.	Indemnity		8
Section 22.	Events of Default, Remedies, Damages		9
Section 23.	Signs		11
Section 24.	Broker Commissions		11
Section 25.	Environmental Covenants		11
Section 26.	Lease Not to be Recorded		12
Section 27.	Quiet Enjoyment		12
Section 28.	Notices		12
Section 29.	Disclaimer for Security		13
Section 30.	Waiver of Rule of Construction		13
Section 31.	Delinquent Rent and Additional Rent		13
Section 32.	Holding Over		13
Section 33.	Force Majeure		13
Section 34.	Successors and Assigns		14
Section 35.	Termination		14
Section 36.	Landlord Not Personally Liable		14
Section 37.	Authorization and Binding Effect of Agreement		14
Section 38.	Entire Agreement, Applicable Law		14
Section 39.	No Option		15
Section 40.	Counterparts		15

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Exhibits

Exhibit “A” - Property Site Plan

Exhibit “B” - Description of the Landlord’s Property

Exhibit “C” - General Systems and Equipment

-ii-

LEASE AGREEMENT

This Lease Agreement (the “Lease”) is by and between XXXXXX PROPERTIES, INC., a Vermont corporation with a place of business in Montpelier, Vermont (the “Landlord”) and NORTHERN POWER SYSTEMS, INC., a Delaware corporation with a place of business in Barre, Vermont (the “Tenant”).

Background

1 . Landlord is the owner of a 115,000+/- square foot commercial building located at 00 Xxxxxx Xxxx in Barre, Vermont (“Landlord’s Building”), as depicted on the site plan attached hereto as Exhibit “A” (the “Site Plan”).

2 . Tenant wishes to lease from Landlord, and Landlord wishes to lease to Tenant, all of Landlord’s Building according to the following terms and conditions.

N O W , T H E R E F O R E ,

In consideration of the promises and the mutual covenants and agreements herein set forth, and in reliance on the representations and warranties contained herein, the parties hereby agree as follows:

Section 1. Lease of Premises. Landlord hereby leases and rents to Tenant, and Tenant hereby takes from Landlord, the following described land, premises and property (hereinafter referred to as the “Premises” or “Leased Premises”):

Being all of Landlord’s Building containing 115,000 square feet, more or less, located on four (4) parcels of land located at 00 Xxxxxx Xxxx in Barre, Vermont, all as further described in Exhibit “B” attached hereto (the “Property”).

The Premises include the right of Tenant, its agents, invitees, licensees, business visitors, and guests, in common with Landlord and others: (i) to cross and re-cross the driveways, parking lots, walkways and open lands depicted on the Site Plan for the purpose of ingress and egress; (ii) to park in the parking spaces within the parking area depicted on the Site Plan, without additional charge from Landlord, to the extent reasonably required for the uses specified herein, subject to the requirements of applicable laws and ordinances; and (iii) to use the signage for the Landlord’s Building, subject to the requirements of applicable laws and ordinances and the specific provisions of Section 23 of this Lease. Landlord shall retain the right to relocate such parking areas, roadways, and walkways and to establish reasonable rules and regulations for their use, but no such relocation, rule or regulation will materially adversely affect Tenant’s ability to access, use and enjoy the Leased Premises for the purposes hereinafter specified.

The Leased Premises are subject to: (i) all covenants, restrictions and easements of record provided none of the foregoing unreasonably limit the use of the Premises for Tenant’s intended use; and (ii) all zoning regulations, ordinances, building restrictions, regulations and permits of any municipal, county, state or federal department having jurisdiction over the Leased Premises.

Section 2. Term of Lease. The Premises are hereby leased to Tenant, subject to all of the terms and conditions herein contained, for an initial term (the “Initial Term”) which shall commence on June 19, 2014 (the “Commencement Date”) and expire on the fifth (5^th) anniversary of the Commencement Date, or on June 19, 2019.

Notwithstanding the foregoing, effective at each of the second (2^nd), third (3^rd) and fourth (4^th) anniversary of the Commencement Date of this Lease, Tenant shall have an annual right to terminate this Lease. Tenant shall provide not less than six (6) months’ notice of the exercise of its right to terminate this Lease, such notice to be delivered not less than six (6) months before the applicable anniversary date.

Provided Tenant is not then in default under any of the terms or conditions of this Lease Agreement, all rent required to be paid by Tenant during the Initial Term has been paid in full, and Landlord is not prohibited by applicable law from renewing or extending this Lease Agreement, Tenant shall have an option to renew or extend this Lease Agreement for one (1) renewal term of three (3) years on all of the same terms and conditions set forth herein, except for the amount of Minimum Rent which is due (as described below), and that upon the exercise of the renewal term, there shall be no further option to renew or extend (the “Renewal Term”). The option to renew must be exercised, if at all, by written notice to Landlord in accordance with the terms of Section 28 below not later than six (6) months before the expiration of the Initial Term. The Initial Term and the Renewal Term are sometimes hereinafter referred to collectively as the “Term”.

Section 3. Use of Premises. Tenant shall use and occupy the Premises for the manufacturing and development of wind turbines and associated components, together with other incidental office and warehouse uses, and for any other use permitted by law which may arise as essential to Tenant’s business. Unless specified above, Premises may not be used for any other purpose without the Landlord’s consent, which consent shall not be unreasonably withheld or delayed. Tenant will operate the Premises and Tenant’s business in a manner consistent with the character and quality of the building within which the Premises are located. Tenant shall keep the area of the Premises in a neat, clean and safe condition. Tenant shall have 24-hour access to the Premises seven days a week; provided, however, that in occupying the Premises, Tenant shall not operate its business so as to overburden or exceed the capacity of the utility services installed in the building within which the Premises are located.

Section 4. Minimum Rent. During the Initial Term, Tenant agrees to pay to Landlord, without demand or set off, in lawful money of the United States, at the address specified in Section 28, or at such other location as Landlord may hereafter designate in writing, Minimum Rent for the Leased Premises which shall be Three Dollars ($3.00) per square foot, or Three Hundred Forty Five Thousand Dollars ($345,000.00) per year, which, for the convenience of the Landlord, shall be paid in equal monthly installments of Twenty Eight Thousand Seven Hundred Fifty Dollars ($28,750.00). During Renewal Term, if exercised, the Minimum Rent shall be Three and 50/100 Dollars ($3.50) per square foot, or Four Hundred Two Thousand Five Hundred Dollars ($402,500.00) per year, which shall be paid in equal monthly installments of Thirty Three Thousand Five Hundred Forty One and 67/100 Dollars ($33,541.67). Each installment of Minimum Rent and Additional Rent (as hereinafter defined), shall be due and payable in advance, on the first day of each month. The first payment of Minimum Rent and Additional Rent shall be due and payable on the Commencement Date. Rent for any period of less than a full month shall be prorated.

The Minimum Rent and all other sums payable under this Lease shall be paid without notice, demand, counterclaim, set off, deduction, or defense and without abatement, suspension, diminution, or reduction, and the obligations and liabilities of Tenant under this Lease shall in no way be released, discharged or otherwise affected (except as otherwise expressly provided in this Lease herein) by reason of any occurrence whatsoever.

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Section 5. Security Deposit. Landlord and Tenant acknowledge that Tenant shall not be required to pay a security deposit under this Lease.

Section 6. Common Area Charges. Tenant shall pay, as Additional Rent, Tenant’s pro rata share of the real estate taxes and insurance premiums described below for Landlord’s Building (“CAM”). Tenant’s pro rata share is 100%. CAM consists of all municipal charges and taxes assessed against the real estate upon which the Premises are located (including municipal and state-wide property tax assessments) and insurance premiums for all insurance carried by the Landlord with respect to the real estate and the building within which the Premises are located. Tenant shall have the right to contest and seek abatement and/or reduction of real estate taxes, and Landlord shall cooperate with any such efforts at no cost to Landlord. If Landlord receives a refund of any portion of real estate taxes that were included in the real estate taxes paid by Tenant, then Landlord shall reimburse Tenant its pro rata share of the refunded taxes, less any non-reimbursed expenses that Landlord reasonably incurred to obtain the refund.

For the convenience of the Landlord, CAM shall be paid in monthly installments due and payable at the time of the payment of Minimum Rent. Landlord shall determine a reasonable estimate of the CAM and shall advise Tenant of the estimated amount of CAM and Tenant’s pro rata share of CAM. Not less frequently than once each year, Landlord shall compare the actual expense for CAM to the estimated expenses and shall provide Tenant with a statement indicating whether the estimated CAM was greater or less than the actual CAM. To the extent the actual CAM was less than the estimated CAM, Landlord will credit the excess against future rent payments due from Tenant or will pay such amount in cash if no future rent payments are to be paid by Tenant (e.g., at the end of the Lease term). To the extent actual CAM exceeds the estimated CAM, Tenant shall pay the difference to Landlord within thirty (30) days of the date the statement is delivered to Tenant. Landlord will preserve the records of the actual CAM for inspection by Tenant for two (2) years from the date of the annual statement to which the receipts apply, and Tenant shall have the right to inspect such records. For the first year of the Term, CAM is estimated to be Eighty-Five Thousand Nine Hundred Ninety-Two Dollars ($85,992), or Seven Thousand One Hundred Sixty-Six Dollars ($7,166) per month.

Section 7. Tenant’s Taxes. Tenant shall pay when due all taxes assessed against the Tenant on account of the Tenant’s personal property on the Premises, and Tenant’s use and occupancy of the Premises under this Lease. The term “when due” as used in this Lease means on or before the date Tenant will incur penalties for the failure to pay such taxes.

Section 8. Tenant’s Maintenance and Utilities. Subject to the Landlord’s obligations to make major repairs and capital improvements as set forth in Section 13, Tenant shall operate and maintain the Leased Premises and each and every part thereof and the facilities, mechanical systems, machinery and equipment therein contained at its own cost and expense and, beginning on the Commencement Date, shall pay all directly all charges for water, sewer, gas, electricity, light, heat, power, telephone and any other services used, rendered or supplied upon or in connection with the Leased Premises, including, without limitation, connection fees or costs charged for the supply of such services or the installation of Tenant’s meters, and Tenant shall indemnify and save harmless Landlord on such account. Landlord shall not be responsible for the failure of water supply, gas, heat, power, electric current, telephone or other service, or for any damage to property occasioned by the breakage, leakage or obstruction of any pipes or other leakage in or about the Leased Premises, unless caused by the gross negligence or willful misconduct of Landlord, its employees, agents or contractors. If any essential services (such as HVAC, access, electricity, or water) are interrupted and such interruption does not result from Tenant’s negligence or willful misconduct, Tenant is entitled to an abatement of rent beginning on the later of (i) the fourth (4th) consecutive business day following such interruption, or (ii) the date when Tenant stops using the Leased Premises because of the interruption. If such interruption is not remedied within one hundred twenty (120) days from the date it commenced, then Tenant shall have the right to terminate this Lease. During any such interruption, Landlord shall use reasonable efforts to restore the services.

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Section 9. Casualty Insurance. Landlord will insure the building within which the Premises are located and all of Landlord’s personal property therein against loss by fire, in such amounts as Landlord may consider reasonable, by policies which shall include standard extended coverage endorsements. The cost of the premiums for such insurance shall be included in the CAM. Tenant shall be responsible for maintaining any and all insurance upon Tenant’s property in and upon the Leased Premises, by policies which shall name Landlord as an additional insured, as Landlord’s interests may appear, and Landlord shall not be held responsible for any damage thereto unless caused by the gross negligence or willful misconduct of Landlord, its employees, agents or contractors. Neither Tenant nor Landlord, nor their respective agents, employees or guests, shall be liable to the others for any loss or damage to the Leased Premises by fire or any other cause within the scope of such fire and extended coverage insurance, it being understood that provided any such damage is covered by existing insurance policies, the parties shall look solely to the insurer for reimbursement for such loss or damage.

Section 10. Liability Insurance. Tenant, at Tenant’s own cost and expense, will maintain a policy or policies of liability insurance insuring Landlord and Tenant against all claims or demands for personal injuries to or death of any person, and damage to or destruction or loss of property, which may or may be claimed to have occurred on the Leased Premises or in the vicinity of the same. Such policies shall cover such risks and be in such amounts as Landlord from time to time may reasonably request, but in any event in an amount not less than Two Million Dollars and 00/100 ($2,000,000.00) for injury to or death of any one person or for damage to or destruction or loss of property. Tenant shall deliver to Landlord certificates of such insurance coverage upon demand by Landlord, which certificates shall name Landlord as an additional insured.

Section 11. Net Lease. It is understood and agreed that the Minimum Rent and Additional Rent to be paid to Landlord by Tenant hereunder shall be absolutely net to the Landlord, and this Lease shall be interpreted and construed to that effect.

Section 12. Alterations.

(a)

Except as hereinafter expressly provided, Tenant shall not make or permit to be made any alterations, additions, changes or improvements in or to the Leased Premises or any part thereof which would cost in excess of Twenty-Five Thousand Dollars ($25,000) without first obtaining the written consent of Landlord thereto (which consent Landlord agrees not to unreasonably withhold, condition or delay, provided Tenant has fully complied with each and every term, covenant and condition in this Lease and, with respect to such alterations, additions, changes or improvements, has provided Landlord with such liability insurance policies and/or surety bonds as Landlord may reasonably request). Notwithstanding the foregoing, Tenant shall not make or permit to be made any alterations, additions, changes or improvements in or to the structural components of the Leased Premises (regardless of cost) without first obtaining the written consent of Landlord, which otherwise shall be subject to the foregoing terms and conditions.

(b)

Before requesting Landlord’s consent, Tenant shall submit to Landlord detailed plans and specifications in duplicate of such proposed alterations, changes, additions or improvements, one of which copies may be retained by Landlord. Landlord shall be entitled to withhold its consent to any such alterations, additions, changes, or improvements, until such time as Tenant provides Landlord with reasonable evidence of the approval of such alterations, additions, changes or improvements by any and all

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municipal, state, federal or other governmental or other authorities, offices and departments now existing or hereafter created having jurisdiction over the Premises, and of the Board of Fire Underwriters or other like body, which approvals Tenant shall obtain at its own cost and expense.

(c)

Landlord, its architect, agents and employees, shall, upon reasonable notice, have the right to enter upon the Leased Premises in a reasonable manner and at all reasonable times during the course of any such alterations, additions, changes or improvements for the purpose of inspection and of finding out whether such work conforms to the approved plans and specifications and with the agreements herein contained.

(d)

Any and all alterations, additions, improvements and changes made by Tenant at any time and all governmental approvals therefor shall immediately be and become the property of Landlord without any payment therefor by Landlord; provided, however, that it is expressly understood and agreed that any trade fixtures or other fixtures added by Tenant (other than those which are required by the terms of this Lease to be provided by Tenant as a result of its obligation to repair or replace property furnished by Landlord) shall remain the property of Tenant and may be removed by Tenant, at Tenant’s expense, upon the expiration or earlier termination of this Lease, provided that any damage caused thereby is immediately repaired by Tenant.

(e)

Tenant, at its own cost and expense, will cause any and all mechanics’ liens and perfections of the same which may be filed against the Leased Premises to be paid and satisfied of record within thirty (30) days after Landlord shall send to Tenant written notice by registered mail of the filing of any notice thereof against the Premises or the owner, for or purporting to be for labor or materials alleged to be furnished or to be charged by or for Tenant at the Leased Premises, or will bond such mechanics’ liens within said thirty (30) day period and use its good faith efforts to have such liens discharged by an order of a court of competent jurisdiction as promptly as possible.

(f)

Any alterations, improvements or other work once begun must be prosecuted with reasonable diligence to completion and, subject to the provisions of Subsection 12(e), above, be paid for by Tenant in full, free and clear of liens or encumbrances against the Leased Premises or Landlord, and must be performed in all respects in accordance with law.

Section 13. Repairs, Replacements. Tenant has inspected and is familiar with the condition of the Leased Premises, and Tenant shall take and accept the same “as is,” with no further representations or warranties of any kind with respect to the quality of the Premises or the suitability of the Premises for Tenant’s intended use. Landlord shall be responsible for structural repairs and repairs to the roof at Landlord’s sole expense and not subject to any reimbursement by Tenant. Tenant shall perform or cause to be performed regular periodic and preventative maintenance on the heating, air conditioning, plumbing and similar systems and on all machinery and equipment located in the Leased Premises included under “General Systems and Equipment” on Exhibit “C” attached hereto, and shall at all times keep the Leased Premises and such systems, machinery and equipment clean and in good order and repair, subject to Landlord’s obligations to make major repairs and capital improvements as set forth below. Landlord will have the right to cause its agents to inspect the Leased Premises in a reasonable manner, upon at least 24 hours’ prior notice, and at all reasonable times to assure that Tenant is complying with its duties to repair and maintain hereunder. Any defect or deficiency noted as a result of such inspection shall be reported to Tenant and, provided such defect or deficiency is Tenant’s responsibility as specified herein, unless the same is corrected and remedied forthwith by Tenant, Landlord shall have the right to correct and remedy

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the same, at Tenant’s expense, and the costs of doing so shall immediately be paid by Tenant to Landlord, as Additional Rent. Subject to Landlord’s obligations to make major repairs and capital improvements as set forth below, Tenant shall make all maintenance minor repairs and minor replacements to the interior portions of the Leased Premises and its systems as may be reasonably required to place, keep and maintain the same in good order and state of repair, including repairs to any glass which may become broken. Notwithstanding the foregoing, Landlord shall be responsible for making major repairs or capital replacements (of the plumbing, electrical, sprinkler, HVAC systems and other general systems and equipment which include the systems and equipment set forth under the heading “General Systems and Equipment” on Exhibit “C”. For the purposes hereof, “major repairs and capital replacements” shall mean any repairs or replacements costing in excess of Twenty-Five Thousand Dollars ($25,000) and/or which under generally accepted accounting principles are properly classified as capital expenses. Tenant shall pay Tenant’s pro rata share of the costs of making such repairs or replacements (the “Capital Costs”) during the period of the Term in which it benefits from such repairs or replacements. Tenant’s pro rata share of the Capital Costs shall equal a fraction, the numerator of which shall be the number of years remaining in the Term, and the denominator of which shall be the life expectancy of the capital replacements, expressed as a number of years, multiplied by the Capital Costs. The life expectancy of the capital replacement shall be determined as the useful life for book purposes consistent with generally accepted accounting principles. Tenant shall pay its pro rata share of the Capital Costs on a monthly basis as and when it pays its CAM charges pursuant to Section 6. Repairs or replacements required under this Lease shall be made within a reasonable time (depending on the nature of the repair or replacement needed) after receiving notice or having actual knowledge of the need for a repair or replacement. Neither party shall have any responsibility for maintenance, repair or replacement of the equipment listed under “Dormant Systems and Equipment” on Exhibit “C” (the “Dormant Equipment”). Tenant may at any time utilize the Dormant Equipment but it shall have no obligation to maintain, repair or replace such equipment regardless of such use. Tenant shall be solely responsible for the maintenance, repair and replacement of the equipment listed as “Special to NPS Systems and Equipment” on Exhibit “C” (the “Special Equipment”). Tenant may, but shall not be obligated to, remove any of the Dormant Equipment or the Special Equipment at the end of the Lease Term. Tenant shall repair any damage caused to the Leased Premises in connection with such removal.

Section 14. Tenant to Comply with Laws, etc. Tenant shall and will at its own cost and expense promptly execute and comply with any and all requirements at any time affecting the Leased Premises imposed by any present or future, foreseen or unforeseen, law, statute, or governmental authority now existing or hereafter created (excluding, however, any violations existing, entered or filed against or noticed with respect to the Leased Premises on or before the Commencement Date), relating to changes or requirements incidental to or the result of any use or occupation of the Premises by Tenant. Tenant shall further so comply with each and every rule, order and requirement of any federal, state, municipal, legislative, executive, judicial or other governmental body, commissioner or officer or of any bureau or department thereof, whether now existing or hereafter created, having jurisdiction over the Leased Premises or any part thereof, or exercising any power relative thereto or to the owners, tenants or occupants thereof. Notwithstanding the foregoing sentences, if any such compliance requires alteration to the Building and incurrence of a “Capital Cost” as defined in Section 13, then such cost shall be shared pro rata between Landlord and Tenant in accordance with the provisions of Section 13.

Section 15. No Waiver. The failure of Landlord to insist in any one or more instances upon the strict performance of any of the terms, covenants, conditions and agreements of this Lease, or to exercise any option herein conferred, shall not be considered as waiving or relinquishing for the future any such terms, covenants or conditions, agreements or options, but the same shall continue and shall remain in full force and effect; and the receipt of any rent or any part thereof, whether the rent be that specifically reserved or that which may become payable under any of the covenants herein contained, and whether the same be received from Tenant or from any one claiming under or through Tenant or otherwise shall not

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be deemed to operate as a waiver of the rights of Landlord to enforce the payment of rent or charges of any kind previously due or which may thereafter become due, or the right to terminate this Lease and to recover possession of the Premises by summary proceedings or otherwise, as Landlord may deem proper, or to exercise any of the rights or remedies reserved to Landlord hereunder or which Landlord may have at law, in equity or otherwise.

Section 16. Landlord’s Right of Access. Landlord or Landlord’s agents shall have the right to enter the Premises in a reasonable manner during normal business hours following at least twenty-four (24) hours’ prior notice, to examine the same, and to show them to prospective purchasers, mortgagees, or, during the last six (6) months of the Term, lessees. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligations, responsibility or liability whatsoever, for the care, supervision or repair, of the Leased Premises or any part thereof, other than as herein expressly provided.

Section 17. Priority of Mortgages. This Lease and any assignment or sublet undertaken pursuant to Section 18 hereof shall be and remain subject and subordinate to any existing mortgage and any mortgage or mortgages that may hereafter be placed against the Leased Premises provided the mortgagee provides a subordination, non-disturbance and attornment agreement to the Tenant on commercially reasonable terms and specifically providing that the mortgagee agrees to the release of insurance proceeds in accordance with the terms of Section 19 hereof, and to all renewals, modifications, consolidations, replacements and extensions thereof. Tenant will execute estoppel certificates and Subordination and Non-Disturbance Agreements in such reasonable form as may be requested in connection with such mortgages.

Section 18. Assignment, Subletting. Without the prior written consent of Landlord (which consent Landlord shall not unreasonably withhold, condition or delay, due consideration being given to the experience of the proposed assignee or subtenant in the conduct of businesses permitted by this Lease and also to the financial stature of such proposed assignee or subtenant), neither Tenant, nor Tenant’s legal representatives or successors in interest shall assign this Lease, by operation of law or otherwise, or sublet the whole or any part of the Leased Premises; and no assignment shall in any way release Tenant from its primary obligations to Landlord, or limit or otherwise reduce its liability to Landlord. Without limitation, the term “assign” as used herein, shall include: (i) an assignment of a part interest in this Lease or a part interest in the Premises; and (ii) any merger, consolidation, transfer (singly or in combination) of shares or interests constituting more than half of the total shares or interests outstanding or any other transaction the effect of which is directly or indirectly to transfer to any third party the benefits of this Lease, unless the successor would have an equal or greater net worth than Tenant in which case such transfer shall not be included in the term “assign”. Landlord shall consent to Tenant’s assignment of its rights under this Lease: (a) to a wholly owned subsidiary of Tenant; or (b) as security in favor of any bank or lending institution to secure any loan or other financial accommodation by such bank or lending institution to Tenant, provided that such assignment shall not encumber, and shall remain subordinate to, the interest of Landlord or Landlord’s mortgagee in the Leased Premises and that such collateral assignment shall be consistent with the terms of this Lease, and provided, further, that Landlord and such mortgagee shall enter into a written agreement to that effect, in form reasonably satisfactory to Landlord.

Section 19. Damage or Destruction. If the Premises are damaged by fire or by any other cause, the following provisions shall apply:

(a)

If the damage is to such extent that the cost of restoration, as reasonably estimated by Landlord, will equal or exceed Six Hundred Thousand Dollars and 00/100 ($600,000.00), Landlord may, no later than sixty (60) days following the damage, give Tenant a notice

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stating that Landlord elects to terminate this Lease. If such notice shall be given: (i) this Lease shall terminate on the third day after the giving of said notice; (ii) Tenant shall surrender possession of the Premises within a reasonable time thereafter; and (iii) all rent shall be apportioned as of the date of such surrender and any rent paid for any period beyond said date shall be repaid to Tenant.

(b)

If the cost of restoration, as reasonably estimated by Landlord, shall amount to less than Six Hundred Thousand Dollars and 00/100 ($600,000.00), or if despite the cost Landlord does not give notice to Tenant of its election to terminate in accordance with Subsection 19(a), above, Landlord shall restore the Premises with reasonable promptness, subject to delays beyond Landlord’s control, and Tenant shall not have the right to terminate this Lease on account of such damage (unless such restoration cannot be completed within ninety (90) days of the date of casualty, in which event Tenant will have the right to terminate this Lease forthwith, by written notice to Landlord).

Landlord need not restore fixtures, improvements or other property of Tenant except when damage is occasioned by gross or willful negligence of Landlord, its agents or contractors.

In any case in which the use of the Premises is affected by any such damage, there shall be either an abatement or a reduction in rent during the period for which the Premises are not reasonably usable for the purposes for which they are leased hereunder, the amount of such abatement or reduction to fairly and appropriately reflect the degree to which Tenant is thereby prevented from using the Premises for such purposes. The words “restoration” and “restore” as used in this Section shall include repairs. In no event shall Tenant be responsible for any expenses associated with any restoration or repairs under this clause.

Section 20. Eminent Domain. If, at any time during the term of this Lease, title to a substantial portion of the Premises (meaning thereby so much as shall render the remaining portion substantially unusable by the Tenant for the purposes set forth in Section 3) shall be taken by exercise of the right to condemnation or eminent domain or by agreement between Landlord and those authorized to exercise such right (all such proceedings being collectively referred to as a “Taking”), this Lease shall terminate and expire on the date of such Taking and rent shall be apportioned and paid to the date of such Taking. Except as expressly set forth below, any award for the value of the Premises, land, buildings and improvements, and loss of rent from Tenant, shall belong to Landlord, and Tenant shall not be entitled to share in any such award. To the extent such compensation award or recovery to Tenant does not diminish the amount of the compensation award or recovery otherwise awardable to Landlord, Tenant shall have the right to claim and recover from the condemning authority, but not from the Landlord, such compensation as may be separately awarded or recoverable by Tenant in Tenant’s own right on account of any and all damage to Tenant’s business by reason of any condemnation, for and on account of any cost or loss to which Tenant might be put in relocating its business or removing Tenant’s merchandise, furniture, fixtures and equipment from the Premises, for any cost or loss to Tenant’s improvements, or for loss of the value, if any, of Tenant’s leasehold interest at the time of the Taking.

If the title to less than a “substantial portion” of the Premises shall be taken in condemnation so that the business conducted on said Premises can be continued without material diminution, this Lease shall continue in full force and effect. If the Taking does not amount to a substantial portion but does materially adversely affect the Tenant’s ability to conduct its business, the rent from and after the date of the vesting of title in the condemnor shall be equitably adjusted to reflect the diminished value of the Premises to the Tenant as a direct result of the condemnation.

Section 21. Indemnity. Tenant shall indemnify and save harmless Landlord from and against any and all liability, claims, demands, damages, expenses, fees, fines, penalties, suits, proceedings,

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actions and causes of action of every kind and nature, including Landlord’s costs and reasonable attorneys’ fees, suffered or incurred as a result of any breach by Tenant, its agents, servants, employees, visitors or licensees of any covenant or condition of this Lease, or as a result of Tenant’s use or occupancy of the Leased Premises, or the carelessness, negligence or improper conduct of Tenant, its agents, servants, employees, visitors or licensees; provided, however, that it is understood and agreed that the obligations of Tenant hereunder shall not extend to the gross negligence or willful misconduct of Landlord, its employees, agents or representatives.

Landlord shall indemnify and save harmless Tenant from and against any and all liability, claims, demands, damages, expenses, fees, fines, penalties, suits, proceedings, actions and causes of action of every kind and nature, including Tenant’s costs and reasonable attorneys’ fees, suffered or incurred as a result of any breach by Landlord, its agents, servants, employees, visitors or licensees of any covenant or condition of this Lease, or as a result of Landlord’s fulfillment of its obligations under this Lease, or the carelessness, negligence or improper conduct of Landlord, its agents, servants, employees, visitors or licensees; provided, however, that it is understood and agreed that the obligations of Landlord hereunder shall not extend to the gross negligence or willful misconduct of Tenant, its employees, agents or representatives.

Section 22. Events of Default, Remedies, Damages.

(a)

Each of the following shall constitute an Event of Default:

(i)

Tenant shall fail to pay when and as due any Minimum Rent or Additional Rent payable under this Lease, and such default shall continue for a period of ten (10) days after written notice of such default from Landlord to Tenant; or

(ii)

Tenant shall fail to perform or comply with any of the agreements, terms, covenants or conditions in this Lease, other than those referred to in Subsection 22(a)(i), for a period of thirty (30) days after notice from Landlord to Tenant specifying the items in default, or in the case of a default or contingency which cannot with due diligence be cured within said thirty (30) day period, Tenant shall fail to commence within said thirty (30) day period the steps necessary to cure the same and thereafter to prosecute the curing of such default with due diligence (it being understood that the time of Tenant within which to cure shall be extended for such period as may be necessary to complete the same with all due diligence); or

(iii)

Tenant shall file a voluntary petition in bankruptcy or shall be adjudicated a bankrupt or insolvent, or a receiver or trustee shall be appointed of all or substantially all of the property of Tenant or Tenant shall make any assignment for the benefit of Tenant’s creditors, or Tenant shall vacate the Premises.

(b)

For so long as an Event of Default shall exist and be continuing, Landlord may give written notice to Tenant specifying the Event of Default and stating that Tenant’s rights to the possession, use and occupancy of the Premises under this Lease shall expire and terminate on the date specified in such notice, which date shall be at least ten (10) days after the giving of notice, and upon the date so specified, all rights of Tenant under this Lease shall so expire and terminate.

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(c)

Upon termination of Tenant’s rights to possession, use and occupancy of the Premises under this Lease in accordance with the provisions of Subsection 22(b), above, Landlord shall by prompt written notice to Tenant elect to receive from Tenant either the damages specified below in Subsection 22(c)(i) or Subsection 22(c)(ii).

(i)

Tenant shall pay Landlord an amount equal to: (x) any Minimum Rent, Additional Rent and any damages which shall have been due or sustained prior to such termination, all reasonable costs, fees and expenses (including, but not limited to, reasonable attorneys’ fees) incurred by Landlord in pursuit of its remedies hereunder; plus an additional amount equal to (y) the present worth (as of the date of such termination) of the Minimum Rent and Additional Rent which, but for such termination of this Lease, would have become due during the remainder of the term as then constituted; less (z) the fair rental value of the Premises as of the date of such termination, as reasonably determined by an independent real estate appraiser selected by Landlord. Such damages shall be payable to Landlord in one lump sum on demand and shall bear interest at the rate set forth below in Section 31 until paid. For purposes of this clause, “present worth” shall be computed by discounting such Minimum Rent and Additional Rent to present worth at a discount rate equal to one percentage point above the discount rate then in effect at the Federal Reserve Bank of Boston; or

(ii)

Tenant shall pay Landlord an amount equal to: (x) any Minimum Rent, Additional Rent and any damages which shall have been due or sustained prior to such termination, all reasonable costs, fees and expenses (including, but not limited to, reasonable attorneys’ fees) incurred by Landlord in pursuit of its remedies hereunder or in thereafter renting the Premises to others from time to time (which costs may include preparing the Premises for re-letting and of re-letting the Premises); plus (y) an amount equal to the Minimum Rent and Additional Rent which, but for such termination would have become due during the remainder of the term as then constituted, less the amount of Minimum Rent and Additional Rent, if any, which Landlord shall receive during such period from others to whom the Premises may be rented (other than any Additional Rent received by Landlord as a result of any failure of such other person to perform any of its obligations to Landlord). Any payments due under clause (x) of this Subsection 22(c)(ii) shall be immediately due and payable. Payments due under clause (y) of this Subsection 22(c)(ii) shall be due and payable in monthly installments, in advance, on the first day of each calendar month following termination of this Lease and continuing until the date on which the term would have expired but for such termination, provided, however, that in the event Tenant fails to pay such installments as and when due then the entire amount of such installments shall become immediately due and payable in full, discounted to present value as provided in Subsection 22(c)(i) above, at the option of Landlord.

The failure by Landlord to provide such notice shall constitute an election by Landlord to receive the damages specified in Subsection 22(c)(ii).

Upon any termination of this Lease, Tenant shall immediately vacate the Premises and surrender the same to Landlord in the same condition as received, reasonable wear and tear excepted. In the event Tenant fails to so vacate and surrender the premises, Tenant shall pay all costs reasonably incurred by Landlord in requiring Tenant to vacate, including reasonable attorneys’ fees and disbursements and,

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further, will pay Landlord a daily occupancy charge equal to one hundred twenty-five percent (125%) of the average daily rental payable by Tenant during the most recent Lease Agreement year until Tenant vacates the Premises as provided in the terms of this Lease. Tenant expressly agrees that, for so long as any Event of Default shall exist and be continuing, Landlord shall have the right to immediately regain possession of the Premises and to exclude Tenant from further use, occupancy and enjoyment thereof, and Tenant waives any and all claims which it may have against Landlord, regardless of when the same arise, on account of such regaining of possession by Landlord or such exclusion. Upon the termination of this Lease, Tenant will remove all goods and effects not the property of Landlord, at Tenant’s expense. Any damage thereby caused to the Premises shall be promptly repaired by Tenant, at Tenant’s expense. At Landlord’s option, any goods and effects not so removed shall be deemed abandoned by Tenant and thereupon shall become the sole property of Landlord. In the event Tenant shall fail or refuse to vacate the Premises without breach of the peace after termination, Landlord may obtain a court order for the payment of rent into court in accordance with the terms of 12 V.S.A. § 4853a. Landlord shall also have all other rights and remedies as may be available under applicable law at the time of the occurrence of the Event of Default.

Section 23. Signs. Tenant shall not install or display any sign, logo or advertising medium on the outside of the Premises or any other portion of Landlord’s property unless Landlord shall have given its prior consent to the sign, display or advertising medium, which consent shall not be unreasonably withheld or delayed, and Tenant shall have obtained from such others including government authorities and agencies with or claiming jurisdiction over the Premises all necessary permits and approvals for the proposed sign, display or advertising medium. Subject to any required governmental approvals, Landlord hereby consents to all existing signage and Tenant placing signage on the Landlord’s Building, on the monument of the Landlord’s Building and at Tenant’s entry to the Landlord’s Building, at Tenant’s sole expense.

Section 24. Broker Commissions. The parties hereto warrant and represent to each other that they have no knowledge of any real estate broker or agent to whom a commission may be payable as a result of this transaction or any such knowledge of any other finder’s fees or commissions related thereto. Tenant shall be solely responsible for any consulting fees owed to XxXxxx & Xxxx, Inc. (representing the Tenant) in connection with this Lease. Each party agrees to indemnify and hold harmless the other for all claims or demands of any real estate agent or broker claiming by, through, or under such party. This indemnification shall also include payment of costs and attorneys’ fees incurred by a party in defense of a claim for such real estate commissions or fees.

Section 25. Environmental Covenants. Tenant shall comply with all environmental laws, rules, regulations, statutes and ordinances, including, without limitation, those applicable to “hazardous substances.” Tenant shall unconditionally, absolutely and irrevocably agree to indemnify, defend and hold harmless Landlord and its officers, employees, agents, and contractors, from and against and to pay in full on demand by Landlord all loss, cost and expense (including, without limitation, attorneys’ fees and disbursements and fees of other professionals advising Landlord) of whatever nature suffered or incurred by Landlord on account of the existence on the Leased Premises, or the release or discharge from the Leased Premises, of hazardous substances caused by Tenant or its employees, agents, licensees and subcontractors, including, without limitation, any claims, costs, losses, liabilities and expenses arising from the violation (or claimed violation) of any environmental laws or the institution of any action by any party against Tenant, Landlord or the Leased Premises based upon nuisance, negligence or other tort theory alleging liability due to the improper generation, storage, disposal, removal, transportation or treatment of hazardous substances by Tenant or its employees, agents, licensees and subcontractors, or the imposition of a lien on any part of the Leased Premises under the Comprehensive Environmental Response Compensation and Liability Act of 1980, 42 U.S.C. 9601, et seq., as amended (“CERCLA”), and the Vermont Waste Management Statutes, Vt. Stat. Xxx. Title 10, Ch. 159, or any other laws

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pursuant to which a lien or liability may be imposed on Landlord due to the existence of hazardous substances by Tenant or its employees, agents, licensees and subcontractors. As Tenant occupied the Property as owner of the Property prior to the Commencement Date, Landlord shall not be required to indemnify, defend and hold harmless Tenant from and against any damages related to or arising from the presence of hazardous substances on the Property prior to the Commencement Date.

Section 26. Lease Not to be Recorded. If this Lease shall be recorded by or on behalf of Tenant, except at the express request of Landlord, at the option of Landlord, it thereupon shall be and become null, void and of no further force or effect, and all rights of Tenant hereunder shall cease; provided, however, that the parties expressly agree that a notice of lease setting forth the names of the parties, a description of the Leased Premises, and the lease term, and in form compliant with 27 V.S.A. §341(c) and otherwise mutually agreeable to Landlord and Tenant and signed by both of them, may be recorded by either Landlord or Tenant, and each party agrees to execute such a notice of lease upon the request of the other.

Section 27. Quiet Enjoyment. Landlord covenants that the said Tenant, on paying all rent required to be paid by Tenant, and observing and performing all covenants and undertakings by Tenant to be performed hereunder, shall and may peaceably have and enjoy said Premises for the term aforesaid in accordance with the terms of this Lease.

Section 28. Notices. Any notice or other communication to be given hereunder shall be in writing and mailed or telecopied to such party at the address or number set forth below:


If to Landlord:		Xxxxxx Properties, Inc.
		c/o Xxxxxxx Xxxxxx
		000 Xxxxxxxx Xxxx Xxxx
		Xxxxxxxxxx, XX 00000
		Telephone (000) 000-0000
		Telecopier (000) 000-0000

With a copy to:		Xxxxxx X. Xxxxxxxx, Esq.
		Gravel & Xxxx PC
		00 Xx. Xxxx Xxxxxx, 0xx Xxxxx
		P. O. Xxx 000
		Xxxxxxxxxx, XX 00000-0000
		Telephone No.: (000) 000-0000
		Telecopier No.: (000) 000-0000

If to Tenant:		Northern Power Systems, Inc.
		00 Xxxxxx Xxxx
		Xxxxx, XX 00000
		Attn: Xxxxx Xxxxxxxxxx
		Telephone No.: (000) 000-0000
		Telecopier No.: (000) 000-0000

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With a copy to:		Northern Power Systems, Inc.
		000 Xxxxxx Xxxxxx
		Xxxxx 000
		Xxxxxxx, XX 00000
		Attn: General Counsel
		Telephone No.: (000) 000-0000
		Telecopier No.: (000) 000-0000

With a copy to:		Xxxxx X. Xxxxxx, Esq.
		Xxxxx, Xxxxx & XxXxxxxx, P.C.
		000 Xxxxxxx Xxxxxx
		Xxxxxxxxxx, XX 00000
		Telephone No.: (000) 000-0000
		Telecopier No.: (000) 000-0000

or to such other person, address or number as the party entitled to such notice or communication shall have specified by notice to the other party given in accordance with the provisions of this Section. Any such notice or other communication shall be deemed given: (i) if mailed, three (3) business days after deposited in the mail, properly addressed and with postage prepaid; or (ii) if sent by telecopy, when transmitted.

Section 29. Disclaimer for Security. Tenant acknowledges that neither Landlord’s Building nor the Premises are furnished with a security system and Tenant if it so desires, shall be responsible, at its own cost and expense, for installing a security system and or other security measures for the protection of the Premises and Tenant’s personal property stored therein. The Landlord shall not be held liable for any loss or damage to Tenant’s personal property, fixtures or fit-up by reason of failure to provide adequate security or ineffectiveness of security measures undertaken. Tenant acknowledges that the Landlord is not an insurer and Tenant assumes all risk of loss to its personal property, fixtures and fit-up, and further acknowledge that neither the Landlord nor its agents have made any representation or warranty, nor has Tenant relied upon any representation or warranty, express or implied, including any warranty of merchantability or fitness for any particular purpose relative to any security measures recommended or undertaken.

Section 30. Waiver of Rule of Construction. The parties waive the benefit of any rule that this Lease is to be construed strictly against one party or the other.

Section 31. Delinquent Rent and Additional Rent. If Tenant shall fail to pay any Minimum Rent or any Additional Rent within ten (10) days of when the same is due and payable hereunder, the unpaid amount shall bear interest from the due date thereof to the date of payment at the rate of 1-1/2% per month; provided, however, that if such rate is higher than the maximum rate of interest allowed under applicable law, the interest payable hereunder shall be the maximum rate allowed.

Section 32. Holding Over. Any holding over after the expiration of the term hereof shall be construed to be a tenancy from day to day only, at the rate of one hundred twenty-five percent (125%) of the rent in effect immediately prior to such expiration (prorated on a daily basis) and otherwise on the terms and conditions herein specified so far as applicable.

Section 33. Force Majeure. In the event that Landlord or Tenant shall be delayed, hindered in or prevented from the performance of any act required hereunder, by reason of strikes, lock-outs, labor troubles, inability to procure materials, failure of power, restrictive governmental laws or regulations, riots, insurrection, the act, failure to act or default of the other party, war or other reason beyond its control, then performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay.

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Section 34. Successors and Assigns. All the terms and conditions of this Lease shall be binding upon and shall inure to the benefit of the legal representatives, successors and permitted assigns of the parties hereto. The term “Landlord” means only the owner of the Leased Premises for the time, and upon any transfer of title to the Leased Premises, the transferor shall automatically be relieved of all further liability under this Lease, and the transferee shall automatically be and become responsible for all obligations of Landlord hereunder.

Section 35. Termination. On the termination date of the Term, Tenant shall: (a) immediately vacate the Premises and surrender the same to Landlord; (b) repair all damage to the Premises and the fixtures and personal property of Landlord located on the Premises caused by Tenant’s removal of its furniture and trade fixtures; and (c) at the option of Landlord either: (i) abandon all improvements, alterations and modifications made by Tenant to the Leased Premises prior to the date of termination, in which event such improvements, alterations and modifications shall be and become, without further action on the part of Tenant, the property of Landlord, free and clear of all claims by Tenant and any person claiming by, through or under Tenant; or (ii) remove said improvements, alterations and modifications and restore the Premises to the same condition which existed on the Commencement Date, reasonable wear and tear excepted.

Each party’s obligation to indemnify the other under Section 21 and Tenant’s Environmental Covenants under Section 25 shall survive the termination or expiration of this Lease.

Section 36. Landlord Not Personally Liable. If Landlord or any successor in interest of Landlord is a mortgagee, or an individual, joint venture, tenancy in common, corporation, limited liability company, firm or partnership, general or limited, it is specifically understood and agreed that there shall be absolutely no personal liability on the part of such mortgagee or such individual or on the part of the members of such corporation, limited liability company, firm, partnership or joint venture with respect to any of the terms, covenants and conditions of this Lease, and that Tenant shall look solely to the equity of Landlord or such successor in interest in the Premises for the satisfaction of each and every remedy of Tenant in the event of any breach by Landlord or by Landlord’s successor of any of the terms, covenants and conditions of this Lease to be performed by Landlord, such exculpation of personal liability to be absolute and without any exception whatsoever.

Section 37. Authorization and Binding Effect of Agreement. The execution, delivery and performance of this Lease and each other document or instrument required to be delivered pursuant hereto by the Tenant and the Landlord have been duly authorized by their respective Boards of Directors and by their respective shareholders, and this Lease and each other document or instrument required to be delivered pursuant hereto is the legal, valid and binding obligation of the Tenant and the Landlord and is enforceable against the Tenant and the Landlord in accordance with its respective terms; subject, as to enforcement only, to bankruptcy, insolvency, reorganization, moratorium or similar laws at the time in effect affecting the enforceability of the rights of creditors generally.

Section 38. Entire Agreement, Applicable Law. This Lease with any exhibits and riders attached hereto contains the entire agreement of the parties and no representations, inducements, promises or agreements not embodied herein shall be of any force or effect, unless the same are in writing and signed by or on behalf of the party to be charged. The captions of particular Sections are inserted as a matter of convenience only and are in no way to affect or define the scope or intent of this Lease or any provision thereof. This Lease shall be governed by and interpreted in accordance with the laws of the State of Vermont.

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Section 39. No Option. Submission of this Lease for examination does not constitute a reservation of or option for the Premises and this Lease becomes effective as a lease only upon execution and delivery of this Lease by Landlord and Tenant.

Section 40. Counterparts. This Lease may be executed by one or more of the parties hereto in any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties, as evidenced by the signatures of their duly authorized agents, do hereby execute this Lease as of the 18th day of June, 2014.

STATE OF VERMONT

COUNTY OF XXXXXXXXXX, XX.

On this 18th day of June, 2014, personally appeared XXXXXXX XXXXXX, Duly Authorized Agent of XXXXXX PROPERTIES, INC., to me known to be the person who executed the foregoing instrument, and he acknowledged this instrument, by him signed, to be his free act and deed and the free act and deed of XXXXXX PROPERTIES, INC.


Before me,		/s/ Notary Public
		Notary Public

Notary commission issued in Washington County
My commission expires: 2/10/15

[Additional signature page follows]

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COMMONWEALTH OF MASSACHUSETTS

COUNTY OF ESSEX, SS.

On this 19th day of June, 2014, before me appeared Xxxxxx X. Xxxx to me personally known, who, being by me duly affirmed, did say that he is the vice president of Northern Power Systems, Inc. and that the seal affixed to said instrument is the corporate seal of said corporation, and that the instrument was signed and sealed in behalf of said corporation by authority of its board of directors, and said Xxxxxx X. Xxxx acknowledged said instrument to be the free act and deed of said corporation.

/s/ Xxxxxx X. Xxxxxxx

Notary Public

Print name: Xxxxxx X. Xxxxxxx

My commission expires: June 19, 2020

IN PRESENCE OF:

XXXXXX PROPERTIES, INC.

/s/ Witness

/s/ Xxxxxxx Xxxxxx

Xxxxxxx Xxxxxx,

Duly Authorized Agent