THIS SUBLEASE is made as of the 1st day of January 2018, by and between GTI

SUBLEASE

THIS SUBLEASE is made as of the 1st day of January 2018, by and between GTI

RESEARCH, INC.,   an   entity   having   an   address   at   0000   Xxxxxxxx,   Xxxxxx,   XX   00000

(“Sublandlord”) and GeneThera, Inc., a Nevada corporation with an address at 0000

Xxxxxxxx, Xxxx X, Xxxxxx, XX 00000 (“Subtenant”).

RECITALS

A.

Pursuant to a certain Lease, dated as of January 1, 2018 (the “Prime Lease”), a

copy of which is annexed hereto and made a part hereof as Exhibit A, GTI Research, as landlord

(“Prime Landlord”), leased to Sublandlord, as tenant, demised premises constituting a

commercial space known as 0000 Xxxxxxxx, Xxxx X, Xxxxxx, XX 00000 (the “Leased

Premises”).

B.

Sublandlord desires to sublease to Subtenant, and Subtenant desires to sublease

from Sublandlord, a portion of the Leased Premises consisting of approximately 7,990 square

feet of office and laboratory space that can be used to create Subtenant’s robotic software (the

“Subleased  Premises”)  in  accordance  with  the  following  terms,  covenants,  conditions  and

provisions.

NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  and  promises  herein

contained, Sublandlord and Subtenant do hereby covenant and agree as follows:

1.

Subleased Premises, Term and Use.

(a)     Subject to the provisions of this Sublease, Sublandlord hereby subleases to

Subtenant, and Subtenant hereby takes and hires from Sublandlord, the Subleased Premises, for a

term (the “Initial Term”) commencing as of January 1, 2018 (the “Commencement Date”) and

expiring on March 31, 2024 thereof for purposes of creating a robotic software laboratory.

(b) With thirty days’ notice and upon agreement of both Subtenant and Sublandlord, at

the end of the Initial Term said sublease may be extended for up to an additional two (2) years,

on the same terms and conditions set forth herein except that Rent may be adjusted as set forth in

Section 3(b) herein.

2.

Incorporation by Reference.

(a) This is a sublease and anything herein contained to the contrary notwithstanding, all

terms, covenants, conditions and provisions herein are in all respects subject and subordinate to

the terms, covenants, conditions and provisions of the Prime Lease and all matters to which the

Prime Lease is subject and subordinate. All terms, covenants, conditions and provisions of the

Prime Lease are incorporated herein as if fully set forth at length, except such as by their nature

or purport are inapplicable or inappropriate to the subleasing of the Subleased Premises pursuant

to this Sublease or are inconsistent with or modified by any of the provisions of this Sublease.

(b)

Subtenant covenants and agrees not to violate any of the terms and provisions of

the Prime Lease.   Subtenant shall be bound by all the restrictions and limitations placed upon

Sublandlord, as Tenant, under the Prime Lease to the extent applicable to the Subleased

Premises, as if Subtenant were the tenant thereunder. Notwithstanding anything contained to the

contrary herein, Sublandlord agrees to use reasonable efforts, without any cost or expense to

Sublandlord, to have the Prime Landlord perform its duties and obligations under the Prime

Lease and shall cooperate with Subtenant in any proceedings as may be required to obtain from

Prime Landlord any such work, services, repairs or other obligations, provided, however, that

Subtenant shall indemnify and hold Sublandlord harmless from and against any loss, cost or

expense, including, without limitation, reasonable attorney’s fees, which may be incurred by

Sublandlord in connection with such proceedings.

3.

Rent.   In consideration for the use of the Subleased Premises during the Initial

Term, Subtenant will pay $12,000 security deposit and provide liability insurance before moving

into the premises. Subtenant will not pay rent; only triple net in the amount of $2,369, from

January 1, 2018 through March 31, 2018. On April 1, 2018 through March 31, 2019, the monthly

rent is $8,361.50 based on $9.00/SF plus triple net; from April 1, 2019 to March 31, 2020, the

monthly rent is based on $10.00/SF plus triple net; on April 1, 2020 through March 31, 2021, the

monthly rent is based on $11.00/SF plus triple net; on April 1, 2021 through March 31, 2022, the

monthly rent is based on $12.00/SF plus triple net; on April 1, 2022 through March 31, 2023, the

monthly rent is based on $13.00/SF plus triple net; and on April 1, 2023 through March 31,

2024, the final monthly rent is based on $14.00/SF plus triple net. If Subtenant exercises the

option to extend the lease for an additional two (2) years, then Subtenant shall discuss this

extension with Sublandlord 30 days prior to commencement of such extension. Said rent

amounts are subject adjustment as set forth in Section 3(b) herein. This amount is not inclusive

of all utilities, including water, internet wifi service and no additional rent shall be required for

any of these utilities from the Sublandlord.

4.

Delivery Date; Conditions of Subleased Premises. Subtenant hereby agrees to

accept possession of the Subleased Premises in its present, “as is” condition. If Sublandlord is

unable   to   deliver   possession   of   the   Subleased   Premises   on   the   Commencement   Date,

Sublandlord shall not be subject to any liability for failure to give possession on said date and the

validity of this Sublease shall not be impaired under such circumstances, nor shall the same be

construed in any way to extend the term of this Sublease, but the rent payable hereunder shall be

abated (provided Subtenant is not responsible for the inability to obtain possession) until

Sublandlord delivers the Subleased Premises to Subtenant.

5.

Notices. All notices required or permitted hereunder shall be in writing and shall

be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent

by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, if

not, then on the next business day, (c) five days after having been sent by registered or certified

mail, return receipt requested, postage prepaid, or (d) one day after deposit with a nationally

recognized overnight courier, specifying next day delivery, with written verification of receipt.

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All  communications  shall  be  sent  to  the  address  of  the  respective  party  as  set  forth  on  the

signature page hereto or at such other addresses as the party may designate by 10 days advance

written notice to the other parties hereto.

6.

Insurance.    Subtenant  shall  not  be  required  to maintain  any  insurance  of  the

Subleased Premises.  Sublandlord shall maintain all insurance required by the Prime Lease.

7.

Conflict or Inconsistency. In case of any conflict or inconsistency between the

provisions of the Prime Lease and this Sublease, the provisions of this Sublease, as between

Sublandlord and Subtenant, shall control.

8.

Governing Law. This Sublease shall be governed in all respects by the laws of

the State of Colorado.

9.

Assignment and Subletting. Subtenant shall be able to sub-sublet any portion of

the Subleased Premises or assign this Sublease without Sublandlord’s written consent. If either

party identifies third parties who desire to sublet a portion of the Leased Premises, then both

Sublandlord  and  Subtenant  will  share  prorata  any  income  from  those  spots  (reducing  their

respective lease cost equally). Similarly, if any such third party provides services in lieu of

paying cash rent, Sublandlord and Subtenant would share equally in such third party’s

contribution, either in implied rent or in the receipt of such third party’s services.

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EXHIBIT A

The Prime Lease