Common use of Transition Term Clause in Contracts

Transition Term. (a) The Transition Term of this Lease shall commence on the Effective Date and, unless sooner terminated as specifically provided in this Lease, shall end on the Commencement Date. In the event Tenant has not received Bona Ride Prospective Lessee Letters in form and substance satisfactory to Tenant within six (6) months of the Effective Date, Tenant shall, in its sole and absolute discretion, either (i) waive the requirement for delivery of Bona Ride Prospective Lessee Letters, in which event the Commencement Date shall be determined as set forth in the Basic Lease Information, or (ii) terminate this Lease, in which event this Lease shall terminate and be of no further force, unless the date for the delivery of Bona Ride Prospective Lessee Letters in form and substance satisfactory to Tenant is further extended by the Parties in writing. Landlord shall deliver possession of the Premises to Tenant on the Commencement Date, and Tenant shall accept such delivery of the Premises on the -28- SAA2 - 402923 Commencement Date, provided, that Tenant shall have the right during the Transition Term to enter the Premises for the purpose of commencing and pursuing the planning, design, and permitting of the work contemplated by the Initial Projects. No Rent will be due or payable for the Transition Term. During the Transition Term, Tenant and Landlord shall fully cooperate with each other to ensure there will be a seamless turnover of possession of the Premises to Tenant on the Commencement Date and a seamless transition in the operations of the Airfield and the Golf Course on the Commencement Date as contemplated by the Airfield Management and Operations Plan and the Golf Course Operations Plan. During the Transition Term, Landlord shall not encumber the Property with a deed of trust or other monetary encumbrance, or voluntarily grant any easements, covenants, restrictions or conditions impacting the Premises except as otherwise provided in the Lease. In furtherance of such transition, Landlord will provide Tenant during the Transition Period access to the Premises and Landlord's staff, employees and contractors who are involved in the operations of the Premises. Landlord will also make available to Tenant for its review, inspection and copying the books, records and other information in Landlord's possession that relate to such operations, to ensure an orderly and smooth transition, including an orderly and smooth transition of the Airfield and Golf Course operations, and Tenant (at its expense) may keep duplicate books and records as part of such transition. Tenant acknowledges that: ▇▇▇▇▇▇ has inspected the Premises or has had the Premises inspected by professional consultants retained by ▇▇▇▇▇▇; Tenant is familiar with the condition of the Premises; the Premises are suitable for Tenant's purposes; and the condition of the Premises is acceptable to Tenant. Except for Existing Environmental Conditions and except for other matters specifically identified in this Lease as remaining the responsibility of others, Tenant accepts the Premises in its "AS IS" condition, with all faults, without any covenant, representation or warranty of any kind or nature whatsoever, express or implied (including with respect to the condition of title to the Premises, or the suitability of the Premises or any Utility systems serving the Premises for Tenant's purposes), and Tenant is relying solely on its own investigation of the Premises. Tenant agrees that Landlord has made no representations or warranties concerning such conditions, state of repair and use, nor any agreement or promise to alter, improve, adapt, repair or keep in repair the same, or any portion thereof. Tenant further agrees that ▇▇▇▇▇▇▇▇ has made no representations or warranties concerning any reports, reviews, studies, analyses and other such similar documentation Landlord has made available to Tenant, including all information and findings contained therein. Landlord shall have no obligation to construct or install any improvements on or about the Premises or to remodel, renovate, recondition, alter or improve the Premises in any manner, except for the Reserved Areas. Subject to Landlord's compliance with its obligations under this Lease, including, without limitation, sections 6.5, 6.6, 6.11, and 7.2 through 7.11 of this Lease and the MFA EIMP, Landlord shall have no obligation to undertake, perform or assume the cost or expense for actions that are the responsibility of others pertaining to Existing Environmental Conditions or other matters specifically identified in this Lease as remaining the responsibility of others. Notwithstanding the foregoing, Landlord retains its obligations to undertake, perform and/or assume the cost or expense for actions that are its responsibility pertaining to Existing Environmental Conditions, including, without limitation, all of its obligations under the Environmental Agreements and the Federal Facilities Agreement it is presently negotiating with the EPA and none of those undertakings, performance or assumptions shall become the responsibility of Tenant by virtue of this Lease.

Transition Term. ​ (a) The Transition Term of this Lease shall commence on the Effective Date and, unless sooner terminated as specifically provided in this Lease, shall end on the Commencement Date. In the event Tenant has not received Bona Ride Prospective Lessee Letters in form and substance satisfactory to Tenant within six (6) months of the Effective Date, Tenant shallExecutive shall cease to serve as the Company’s Chief Financial Officer and Treasurer and shall cease to serve in any other officer or director capacity with the Company or any of its subsidiaries. From the Effective Date through July 23, in its sole 2021 (the “Transition Term”) Executive shall continue as an , at-will non-officer employee of the Company and absolute discretionshall provide such duties and responsibilities as may be reasonably requested by the Company, either including (i) waive the requirement for delivery performance of Bona Ride Prospective Lessee Letterssome of Executive’s current duties and responsibilities, in which event as directed by the Commencement Date shall be determined as set forth in the Basic Lease InformationExecutive’s successor, or and (ii) terminate this Lease, assisting the Company in which event this Lease shall terminate and be the transition of no further force, unless duties to Executive’s successor (the date for the delivery of Bona Ride Prospective Lessee Letters in form and substance satisfactory to Tenant is further extended by the Parties in writing. Landlord shall deliver possession of the Premises to Tenant on the Commencement Date, and Tenant shall accept such delivery of the Premises on the -28- SAA2 - 402923 Commencement Date, provided, that Tenant shall have the right during the Transition Term to enter the Premises for the purpose of commencing and pursuing the planning, design, and permitting of the work contemplated by the Initial Projects. No Rent will be due or payable for the Transition Term“Services”). During the Transition Term, Tenant and Landlord shall fully cooperate with each other to ensure there Executive will be a seamless turnover of possession of perform the Premises to Tenant on the Commencement Date and a seamless transition Services in the operations level of care as Executive has historically performed duties for the Airfield Company prior to the Effective Date and, in all instances, in compliance with all applicable laws and Company policies. (b) During the Golf Course on Transition Term, the Commencement Date as contemplated Company shall continue to pay Executive a salary at an annual rate of $280,000 and less all amounts required or authorized to be withheld by law, including all applicable federal, state and local withholding taxes, payable in accordance with the Airfield Management and Operations Plan and Company’s standard payroll policies (the Golf Course Operations Plan“Current Salary”). During the Transition Term, Landlord Executive shall not encumber the Property with a deed of trust or other monetary encumbrance, or voluntarily grant any easements, covenants, restrictions or conditions impacting the Premises except as otherwise provided continue to be eligible to participate in the Lease. In furtherance same medical, dental and health and welfare benefit plans that Executive participated in on the Effective Date, subject to the terms and conditions of such transitionplans. During the Transition Term, Landlord the Executive’s outstanding stock options will provide Tenant continue to vest in accordance with previously granted vesting terms as outlined in the relevant stock option agreements Executive has entered into with the Company. ​ (c) Nothing contained herein shall prohibit Executive from engaging in outside ​ ​ consulting services during the Transition Period access to the Premises and Landlord's staffTerm; provided that, employees and contractors who are involved in the operations of the Premises. Landlord will also make available to Tenant for its review, inspection and copying the books, records and other information in Landlord's possession that relate to such operations, to ensure an orderly and smooth transition, including an orderly and smooth transition of the Airfield and Golf Course operations, and Tenant (at its expense) may keep duplicate books and records as part of such transition. Tenant acknowledges that: ▇▇▇▇▇▇ has inspected the Premises or has had the Premises inspected by professional consultants retained by ▇▇▇▇▇▇; Tenant is familiar with the condition of the Premises; the Premises are suitable for Tenant's purposes; and the condition of the Premises is acceptable to Tenant. Except for Existing Environmental Conditions and except for other matters specifically identified in this Lease as remaining the responsibility of others, Tenant accepts the Premises in its "AS IS" condition, with all faults, without any covenant, representation or warranty of any kind or nature whatsoever, express or implied (including with respect to the condition of title to the Premises, or the suitability of the Premises or any Utility systems serving the Premises for Tenant's purposes), and Tenant is relying solely on its own investigation of the Premises. Tenant agrees that Landlord has made no representations or warranties concerning such conditions, state of repair and use, nor any agreement or promise to alter, improve, adapt, repair or keep in repair the same, or any portion thereof. Tenant further agrees that ▇▇▇▇▇▇▇▇ has made no representations or warranties concerning any reports, reviews, studies, analyses and other such similar documentation Landlord has made available to Tenant, including all information and findings contained therein. Landlord shall have no obligation to construct or install any improvements on or about the Premises or to remodel, renovate, recondition, alter or improve the Premises in any mannercase, except for the Reserved Areas. Subject such outside consulting services do not exceed twenty (20) hours per week and do not materially interfere with Executive’s performance of duties under this Agreement and Executive continues to Landlord's compliance comply in full with its Executive’s obligations under this Lease, including, without limitation, sections 6.5, 6.6, 6.11, Agreement and 7.2 through 7.11 of this Lease and the MFA EIMP, Landlord shall have no obligation to undertake, perform or assume the cost or expense for actions that are the responsibility of others pertaining to Existing Environmental Conditions or other matters specifically identified in this Lease as remaining the responsibility of others. Notwithstanding the foregoing, Landlord retains its obligations to undertake, perform and/or assume the cost or expense for actions that are its responsibility pertaining to Existing Environmental Conditions, including, without limitation, all of its Executive’s obligations under the Environmental Agreements Executive’s Invention and the Federal Facilities Non-Disclosure Agreement it is presently negotiating and Non-Competition and Non-Solicitation Agreement with the EPA and none of those undertakingsCompany (collectively, performance or assumptions shall become the responsibility of Tenant by virtue “Restrictive Covenant Agreements”). ​ (d) On the Company’s first regular pay date that occurs at least five (5) days after the date of this Lease.Agreement, Executive will be paid a transaction bonus in the amount of $150,000 (reduced by such withholdings and deductions as required by law), which represents Executive’s unpaid portion of the transaction bonus related to the Trine Transaction (the “Transaction Bonus”). Executive acknowledges and agrees that such Transaction Bonus represents settlement in full of all amounts owed to Executive in connection with the Trine Transaction. ​ (e) Executive acknowledges and agrees that neither Executive no longer serving as the Company’s Chief Financial Officer as of the Effective Date nor any of the changes to Executive’s compensation or other terms and conditions of employment as provided for under this Agreement shall constitute “Good Reason” under the Offer Letter. ​

Transition Term. (a) The Transition Term of this Lease shall commence on the Effective Date and, unless sooner terminated as specifically provided in this Lease, shall end on the Commencement Date. In the event Tenant has not received Bona Ride Prospective Lessee Letters in form and substance satisfactory to Tenant within six (6) months of the Effective Date, Tenant shallExecutive shall cease to serve as the Company’s President and shall cease to serve in any other officer or director capacity with the Company or any of its subsidiaries. From the Effective Date through June 30, in its sole 2021 (the “Transition Term”) Executive shall continue as a full-time (except as provided below), at-will non-officer employee of the Company and absolute discretionshall provide such duties and responsibilities as may be reasonably requested by the Company, either including (i) waive the requirement for delivery of Bona Ride Prospective Lessee Letters, in which event the Commencement Date shall be determined as set forth in the Basic Lease Information, or [***] and (ii) terminate this Lease, in which event this Lease shall terminate and be of no further force, unless the date for the delivery of Bona Ride Prospective Lessee Letters in form and substance satisfactory to Tenant is further extended by the Parties in writing. Landlord shall deliver possession of the Premises to Tenant on the Commencement Date, and Tenant shall accept such delivery of the Premises on the -28- SAA2 - 402923 Commencement Date, provided, that Tenant shall have the right during the Transition Term to enter the Premises for the purpose of commencing and pursuing the planning, design, and permitting of the work contemplated by the Initial Projects. No Rent will be due or payable for the Transition Term[***]. During the Transition Term, Tenant Executive will perform the Services in substantially the same manner and Landlord with substantially the same effort, time commitment and level of care as Executive has historically performed duties for the Company prior to the Effective Date and, in all instances, in compliance with all applicable laws and Company policies. (b) During the Transition Term, the Company shall fully cooperate continue to pay Executive a salary at an annual rate of $360,000, pro-rated for any partial period of service and less all amounts required or authorized to be withheld by law, including all applicable federal, state and local withholding taxes, payable in accordance with each other to ensure there will be a seamless turnover of possession of the Premises to Tenant on Company’s standard payroll policies (the Commencement Date and a seamless transition in the operations of the Airfield and the Golf Course on the Commencement Date as contemplated by the Airfield Management and Operations Plan and the Golf Course Operations Plan​ ​ “Current Salary”). During the Transition Term, Landlord Executive shall continue to be eligible to participate in the same medical, dental and health and welfare benefit plans that Executive participated in on the Effective Date, subject to the terms and conditions of such plans. Executive shall not encumber the Property with a deed of trust or other monetary encumbrance, or voluntarily grant be eligible to participate in any easements, covenants, restrictions or conditions impacting the Premises except as otherwise provided in the Lease. In furtherance of such transition, Landlord will provide Tenant bonus program during the Transition Period access to Term. (c) During the Premises and Landlord's staffTransition Term, employees and contractors who are involved Executive will comply in the operations of the Premises. Landlord will also make available to Tenant for its review, inspection and copying the books, records and other information in Landlord's possession that relate to such operations, to ensure an orderly and smooth transition, including an orderly and smooth transition of the Airfield and Golf Course operations, and Tenant (at its expense) may keep duplicate books and records as part of such transition. Tenant acknowledges that: ▇▇▇▇▇▇ has inspected the Premises or has had the Premises inspected by professional consultants retained by ▇▇▇▇▇▇; Tenant is familiar full with the condition of the Premises; the Premises are suitable for Tenant's purposes; and the condition of the Premises is acceptable to Tenant. Except for Existing Environmental Conditions and except for other matters specifically identified in this Lease as remaining the responsibility of others, Tenant accepts the Premises in its "AS IS" condition, with all faults, without any covenant, representation or warranty of any kind or nature whatsoever, express or implied (including with respect to the condition of title to the Premises, or the suitability of the Premises or any Utility systems serving the Premises for Tenant's purposes), and Tenant is relying solely on its own investigation of the Premises. Tenant agrees that Landlord has made no representations or warranties concerning such conditions, state of repair and use, nor any agreement or promise to alter, improve, adapt, repair or keep in repair the same, or any portion thereof. Tenant further agrees that ▇▇▇▇▇▇▇▇ has made no representations or warranties concerning any reports, reviews, studies, analyses and other such similar documentation Landlord has made available to Tenant, including all information and findings contained therein. Landlord shall have no obligation to construct or install any improvements on or about the Premises or to remodel, renovate, recondition, alter or improve the Premises in any manner, except for the Reserved Areas. Subject to Landlord's compliance with its Executive’s obligations under this Lease, including, without limitation, sections 6.5, 6.6, 6.11, Agreement and 7.2 through 7.11 of this Lease and the MFA EIMP, Landlord shall have no obligation to undertake, perform or assume the cost or expense for actions that are the responsibility of others pertaining to Existing Environmental Conditions or other matters specifically identified in this Lease as remaining the responsibility of others. Notwithstanding the foregoing, Landlord retains its obligations to undertake, perform and/or assume the cost or expense for actions that are its responsibility pertaining to Existing Environmental Conditions, including, without limitation, all of its Executive’s obligations under the Environmental Executive’s Invention and Non-Disclosure Agreement and Non-Competition and Non-Solicitation Agreement with the Company (collectively, the “Restrictive Covenant Agreements”). The parties hereby agree that for good and valuable consideration the obligations set forth in the Restrictive Covenant Agreement shall be in force for a period of 18 months from the Termination Date unless the Company terminates Executive’s employment prior to the last day of the Transition Term without Cause in which case the Restrictive Covenant Agreement shall be in force for a period of 12 months from the Termination Date. ​ (d) If the Company terminates Executive’s employment prior to the last day of the Transition Term without Cause, and subject to (i) Executive’s continued compliance with the Restrictive Covenant Agreements and (ii) Executive executing the Federal Facilities Agreement it is presently negotiating with Release within twenty one (21) days following the EPA Termination Date and none such Release becoming effective on the Subsequent Release Effective Date, the Company shall pay to Executive any unpaid portion of those undertakings, performance or assumptions the Current Salary that would have been paid to Executive had Executive remained continuously employed by the Company through the last day of the Transition and the Executive shall become be entitled to the responsibility of Tenant by virtue Severance and COBRA benefits set forth in Section 4 of this Lease.Agreement. ​ (e) Executive acknowledges and agrees that neither Executive no longer serving as the Company’s President as of the Effective Date nor any of the changes to Executive’s terms and conditions of employment as provided for under this Agreement shall constitute “Good Reason” under the Offer Letter. ​

Transition Term. (a) The Transition Term of this Lease shall commence on From the Effective Date and, unless sooner terminated as specifically provided in this Lease, shall end on through the Commencement Date. In the event Tenant has not received Bona Ride Prospective Lessee Letters in form and substance satisfactory first to Tenant within six (6) months occur of the Effective Date, Tenant shall, in its sole and absolute discretion, either (i) waive the requirement for delivery of Bona Ride Prospective Lessee LettersDecember 31, in which event the Commencement Date shall be determined as set forth in the Basic Lease Information, or 2022 and (ii) terminate this Lease, in which event this Lease shall terminate and be of no further force, unless the date for that is 30 days following the delivery date a successor (“New CFO”) commences employment in the role of Bona Ride Prospective Lessee Letters in form and substance satisfactory to Tenant is further extended by the Parties in writing. Landlord shall deliver possession Chief Financial Officer of the Premises Company (the “Resignation Date” and such term, the “Transition Term”), Executive shall continue to Tenant on serve as the Commencement Date, and Tenant shall accept such delivery Company’s Chief Financial Officer as a full-time at-will employee of the Premises on Company and shall continue to have and perform such reasonable and lawful duties, responsibilities and authority as the -28- SAA2 - 402923 Commencement Date, provided, that Tenant shall have the right during the Transition Term to enter the Premises for the purpose Board of commencing and pursuing the planning, design, and permitting Directors of the work contemplated by Company (the Initial Projects. No Rent will be due “Board”) and/or the Chief Executive Officer of the Company may designate from time to time, including (x) the performance of Executive’s current duties and responsibilities as Chief Financial Officer and (y) assisting the Company in the hiring or payable for appointment of the Transition TermNew CFO and the transition of duties to the new CFO (the “Services”). During the Transition Term, Tenant Executive will perform the Services in substantially the same manner and Landlord with substantially the same effort, time commitment and level of care as Executive has historically performed duties for the Company prior to the Effective Date and, in all instances, in compliance with all applicable laws and Company policies. (b) During the Transition Term, the Company shall fully cooperate continue to pay Executive a salary at an annual rate of $415,000, pro-rated for any partial period of service and less all amounts required or authorized to be withheld by law, including all applicable federal, state and local withholding taxes, payable in accordance with each other to ensure there will be a seamless turnover of possession of the Premises to Tenant on Company’s standard payroll policies (the Commencement Date and a seamless transition in the operations of the Airfield and the Golf Course on the Commencement Date as contemplated by the Airfield Management and Operations Plan and the Golf Course Operations Plan“Current Salary”). During the Transition Term, Landlord Executive shall not encumber the Property with a deed of trust or other monetary encumbrance, or voluntarily grant any easements, covenants, restrictions or conditions impacting the Premises except as otherwise provided continue to be eligible to participate in the Lease. In furtherance same medical, dental and health and welfare benefit plans that Executive participated in on the Effective Date, subject to the terms and conditions of such transitionplans. During the Transition Term, Landlord Executive’s restricted stock units will provide Tenant continue to vest in accordance with their terms as outlined in the relevant restricted stock unit agreement Executive has entered into with the Company. (c) Nothing contained herein shall prohibit Executive from interviewing and pursuing other employment opportunities during the Transition Period access Term; provided that such activities do not materially interfere with Executive’s performance of duties under this Agreement and Executive continues to the Premises and Landlord's staff, employees and contractors who are involved comply in the operations of the Premises. Landlord will also make available to Tenant for its review, inspection and copying the books, records and other information in Landlord's possession that relate to such operations, to ensure an orderly and smooth transition, including an orderly and smooth transition of the Airfield and Golf Course operations, and Tenant (at its expense) may keep duplicate books and records as part of such transition. Tenant acknowledges that: ▇▇▇▇▇▇ has inspected the Premises or has had the Premises inspected by professional consultants retained by ▇▇▇▇▇▇; Tenant is familiar full with the condition of the Premises; the Premises are suitable for Tenant's purposes; and the condition of the Premises is acceptable to Tenant. Except for Existing Environmental Conditions and except for other matters specifically identified in this Lease as remaining the responsibility of others, Tenant accepts the Premises in its "AS IS" condition, with all faults, without any covenant, representation or warranty of any kind or nature whatsoever, express or implied (including with respect to the condition of title to the Premises, or the suitability of the Premises or any Utility systems serving the Premises for Tenant's purposes), and Tenant is relying solely on its own investigation of the Premises. Tenant agrees that Landlord has made no representations or warranties concerning such conditions, state of repair and use, nor any agreement or promise to alter, improve, adapt, repair or keep in repair the same, or any portion thereof. Tenant further agrees that ▇▇▇▇▇▇▇▇ has made no representations or warranties concerning any reports, reviews, studies, analyses and other such similar documentation Landlord has made available to Tenant, including all information and findings contained therein. Landlord shall have no obligation to construct or install any improvements on or about the Premises or to remodel, renovate, recondition, alter or improve the Premises in any manner, except for the Reserved Areas. Subject to Landlord's compliance with its Executive’s obligations under this Lease, including, without limitation, sections 6.5, 6.6, 6.11, Agreement and 7.2 through 7.11 of this Lease and the MFA EIMP, Landlord shall have no obligation to undertake, perform or assume the cost or expense for actions that are the responsibility of others pertaining to Existing Environmental Conditions or other matters specifically identified in this Lease as remaining the responsibility of others. Notwithstanding the foregoing, Landlord retains its obligations to undertake, perform and/or assume the cost or expense for actions that are its responsibility pertaining to Existing Environmental Conditions, including, without limitation, all of its Executive’s obligations under the Environmental Agreements Executive’s Invention and Non-Disclosure Agreement (the Federal Facilities “NDA”) and Non-Competition and Non-Solicitation Agreement it is presently negotiating with the EPA Company (the “Non-Compete Agreement”, and together with the NDA, the “Restrictive Covenant Agreements”). (d) If Executive remains continuously employed by the Company through the Transition Term, and provided that Executive completes the Services to the reasonable satisfaction of the Company and subject to Executive executing the General Waiver and Release of Claims in the form attached hereto as Exhibit A (the “Release”) within five (5) days following the Resignation Date and such Release becoming effective upon expiration of any applicable revocation period set forth in the attached Exhibit A (such effective date being the “Subsequent Release Effective Date”), Executive will be eligible to receive Executive’s annual performance bonus for calendar year 2022 (the “2022 Bonus”), in an amount equal to $249,000, which represents Executive’s target bonus opportunity for the year at 60% of the Current Salary. The 2022 Bonus will be paid in a lump sum as soon as practicable following the Resignation Date. (e) Executive acknowledges and agrees that none of those undertakings, performance the changes to Executive’s compensation or assumptions other terms and conditions of employment as provided for under this Agreement shall become constitute “Good Reason” under the responsibility of Tenant by virtue of this LeaseOffer Letter.

Transition Term. (a) The Transition Term From the Notice Date through the first to occur of this Lease shall commence on the Effective Date and, unless sooner terminated as specifically provided in this Lease, shall end on the Commencement Date. In the event Tenant has not received Bona Ride Prospective Lessee Letters in form and substance satisfactory to Tenant within six (6) months of the Effective Date, Tenant shall, in its sole and absolute discretion, either (i) waive the requirement for delivery of Bona Ride Prospective Lessee LettersSeptember 30, in which event the Commencement Date shall be determined as set forth in the Basic Lease Information2022, or and (ii) terminate this Lease, in which event this Lease shall terminate and be of no further force, unless the date for that the delivery Company notifies you in writing that a new Chief Financial Officer of Bona Ride Prospective Lessee Letters the Company (“New CFO”) is appointed and ready to serve in form such capacity (the “Resignation Date” and substance satisfactory such term, the “Transition Term”), Executive shall continue as Chief Financial Officer as a full-time at-will employee of the Company and shall continue to Tenant is further extended by have and perform such reasonable and lawful duties, responsibilities and authority as the Parties Board of Directors (or equivalent, e.g. the Management Board or Supervisory Board) of Parent (in either case, the “Board”) and/or the Chief Executive Officer of the Company or Parent may designate from time to time, including (x) the performance of Executive’s current duties and responsibilities as Chief Financial Officer and (y) assisting the Company in the hiring or appointment of the New CFO (the “Transition Term Services”) ; provided, that, should Executive contractually commit to commence employment in an executive role with a company unaffiliated with the Company or Parent and has so notified the Company in writing. Landlord , Company and Executive shall deliver possession endeavor to expedite the timing of the Premises Resignation Date to Tenant on the Commencement Date, and Tenant shall accept reasonably enable such delivery of the Premises on the -28- SAA2 - 402923 Commencement Date, provided, that Tenant shall have the right during the Transition Term to enter the Premises for the purpose of commencing and pursuing the planning, design, and permitting of the work contemplated by the Initial Projects. No Rent will be due or payable for the Transition Termcontractually committed commencement date. During the Transition Term, Tenant Executive will perform the Transition Term Services in substantially the same manner and Landlord with substantially the same effort, time commitment and level of care as Executive has historically performed duties for the Company prior to the Notice Date and, in all instances, in compliance with all applicable laws and Company policies. (b) During the Transition Term, the Company shall fully cooperate continue to pay Executive a salary at an annual rate of $400,000, pro-rated for any partial period of service and less all amounts required or authorized to be withheld by law, including all applicable federal, state and local withholding taxes, payable in accordance with each other to ensure there will be a seamless turnover of possession of the Premises to Tenant on Company’s standard payroll policies (the Commencement Date and a seamless transition in the operations of the Airfield and the Golf Course on the Commencement Date as contemplated by the Airfield Management and Operations Plan and the Golf Course Operations Plan“Current Base Salary”). During the Transition Term, Landlord (i) Executive shall not encumber the Property with a deed of trust or other monetary encumbrance, or voluntarily grant any easements, covenants, restrictions or conditions impacting the Premises except as otherwise provided continue to be eligible to participate in the Lease. In furtherance same employee benefit plans, programs and arrangements of the Company that Executive participated in on the Notice Date, subject to the terms and conditions of such transitionplans and programs, Landlord (ii) Executive’s Options will provide Tenant continue in accordance with their terms and will continue to vest and become exercisable as a result of Executive’s continued service during the Transition Period access Term; and (iii) Executive shall continue to be reimbursed for reasonable business expenses actually incurred by Executive in performing services as Chief Financial Officer in accordance with and subject to the Premises terms and Landlord's staffconditions of the applicable Company reimbursement policies, employees procedures, and contractors who are involved practices as they may exist from time to time. (c) Promptly following the Notice Date and Company’s receipt of written documentation thereof, the Company will promptly pay up to $5,000 of reasonable and documented legal fees and related expenses incurred by Executive in connection with the drafting, negotiation and execution of (i) this Agreement and (ii) all other related documents. (d) If (i) Executive remains continuously employed by the Company through the Resignation Date, (ii) Executive executes the General Waiver and Release of claims in the operations form attached hereto as Exhibit A (the “Release”) within five (5) days following the end of the PremisesAdvisory Term (as defined below) and (iii) Executive completes the Transition Term Services to the good faith reasonable satisfaction of the Company, Executive will be eligible to receive Executive’s annual performance bonus for calendar year 2022 (the “2022 Bonus”), in an amount equal to $160,000, prorated based on achievement of certain performance milestones for calendar year 2022, as such achievement is determined by the Board. Landlord will also make available to Tenant for its review, inspection and copying the books, records and other information in Landlord's possession that relate to such operationsThe 2022 Bonus, to ensure an orderly and smooth transitionthe extent earned, including an orderly and smooth transition will be paid in a lump sum as soon as practicable following the conclusion of the Airfield and Golf Course operationsAdvisory Term but in all events prior to March 15, and Tenant (at its expense) may keep duplicate books and records as part of such transition. Tenant acknowledges that: ▇▇▇▇▇▇ has inspected the Premises or has had the Premises inspected by professional consultants retained by ▇▇▇▇▇▇; Tenant is familiar with the condition of the Premises; the Premises are suitable for Tenant's purposes; and the condition of the Premises is acceptable to Tenant. Except for Existing Environmental Conditions and except for other matters specifically identified in this Lease as remaining the responsibility of others, Tenant accepts the Premises in its "AS IS" condition, with all faults, without any covenant, representation or warranty of any kind or nature whatsoever, express or implied (including with respect to the condition of title to the Premises, or the suitability of the Premises or any Utility systems serving the Premises for Tenant's purposes), and Tenant is relying solely on its own investigation of the Premises. Tenant agrees that Landlord has made no representations or warranties concerning such conditions, state of repair and use, nor any agreement or promise to alter, improve, adapt, repair or keep in repair the same, or any portion thereof. Tenant further agrees that ▇▇▇▇▇▇▇▇ has made no representations or warranties concerning any reports, reviews, studies, analyses and other such similar documentation Landlord has made available to Tenant, including all information and findings contained therein. Landlord shall have no obligation to construct or install any improvements on or about the Premises or to remodel, renovate, recondition, alter or improve the Premises in any manner, except for the Reserved Areas. Subject to Landlord's compliance with its obligations under this Lease, including, without limitation, sections 6.5, 6.6, 6.11, and 7.2 through 7.11 of this Lease and the MFA EIMP, Landlord shall have no obligation to undertake, perform or assume the cost or expense for actions that are the responsibility of others pertaining to Existing Environmental Conditions or other matters specifically identified in this Lease as remaining the responsibility of others. Notwithstanding the foregoing, Landlord retains its obligations to undertake, perform and/or assume the cost or expense for actions that are its responsibility pertaining to Existing Environmental Conditions, including, without limitation, all of its obligations under the Environmental Agreements and the Federal Facilities Agreement it is presently negotiating with the EPA and none of those undertakings, performance or assumptions shall become the responsibility of Tenant by virtue of this Lease2023.

Transition Term. (a) The Transition Term of this Lease shall commence on the Effective Date and, unless sooner terminated as specifically provided in this Lease, shall end on the Commencement Date. In the event Tenant has not received Bona Ride Prospective Lessee Letters in form and substance satisfactory to Tenant within six (6) months of the Effective Date, Tenant shallExecutive shall cease to serve as the Company’s CMO and shall cease to serve in any other officer or director capacity with the Company or any of its subsidiaries. From the Effective Date through April 30, in its sole 2022 (the “Transition Term”) Executive shall continue as a full-time (except as provided below), at-will non-officer employee of the Company and absolute discretion, either (i) waive the requirement for delivery of Bona Ride Prospective Lessee Letters, in which event the Commencement Date shall provide such duties and responsibilities as may be determined as set forth in the Basic Lease Information, or (ii) terminate this Lease, in which event this Lease shall terminate and be of no further force, unless the date for the delivery of Bona Ride Prospective Lessee Letters in form and substance satisfactory to Tenant is further extended reasonably requested by the Parties in writing. Landlord shall deliver possession Company, including assisting with the transition of the Premises marketing function to Tenant on new leadership (the Commencement Date, and Tenant shall accept such delivery of the Premises on the -28- SAA2 - 402923 Commencement Date, provided, that Tenant shall have the right during the Transition Term to enter the Premises for the purpose of commencing and pursuing the planning, design, and permitting of the work contemplated by the Initial Projects. No Rent will be due or payable for the Transition Term“Services”). During the Transition Term, Tenant Executive will perform the Services in substantially the same manner and Landlord with substantially the same effort, time commitment and level of care as Executive has historically performed duties for the Company prior to the Effective Date and, in all instances, in compliance with all applicable laws and Company policies. (b) During the Transition Term, the Company shall fully cooperate continue to pay Executive a salary at an annual rate of $310,000, pro-rated for any partial period of service and less all amounts required or authorized to be withheld by law, including all applicable federal, state and local withholding taxes, payable in accordance with each other to ensure there will be a seamless turnover of possession of the Premises to Tenant on Company’s standard payroll policies (the Commencement Date and a seamless transition in the operations of the Airfield and the Golf Course on the Commencement Date as contemplated by the Airfield Management and Operations Plan and the Golf Course Operations Plan“Current Salary”). During the Transition Term, Landlord Executive shall not encumber the Property with a deed of trust or other monetary encumbrance, or voluntarily grant any easements, covenants, restrictions or conditions impacting the Premises except as otherwise provided continue to be eligible to participate in the Lease. In furtherance same medical, dental and health and welfare benefit plans that Executive participated in on the Effective Date, subject to the terms and conditions of such transition, Landlord will provide Tenant during plans. During the Transition Period access to the Premises and Landlord's staffTerm, employees and contractors who are involved Executive in the operations of the Premises. Landlord will also make available to Tenant for its review, inspection and copying the books, records and other information in Landlord's possession that relate to such operations, to ensure an orderly and smooth transition, including an orderly and smooth transition of the Airfield and Golf Course operations, and Tenant (at its expense) may keep duplicate books and records as part of such transition. Tenant acknowledges that: ▇▇▇▇▇▇ has inspected the Premises or has had the Premises inspected by professional consultants retained by ▇▇▇▇▇▇; Tenant is familiar with the condition of the Premises; the Premises are suitable for Tenant's purposes; and the condition of the Premises is acceptable to Tenant. Except for Existing Environmental Conditions and except for other matters specifically identified in this Lease as remaining the responsibility of others, Tenant accepts the Premises in its "AS IS" condition, with all faults, without any covenant, representation or warranty of any kind or nature whatsoever, express or implied (including with respect to the condition of title to the Premises, or the suitability of the Premises or any Utility systems serving the Premises for Tenant's purposes), and Tenant is relying solely on its own investigation of the Premises. Tenant agrees that Landlord has made no representations or warranties concerning such conditions, state of repair and use, nor any agreement or promise to alter, improve, adapt, repair or keep in repair the same, or any portion thereof. Tenant further agrees that ▇▇▇▇▇▇▇▇ has made no representations or warranties concerning any reports, reviews, studies, analyses and other such similar documentation Landlord has made available to Tenant, including all information and findings contained therein. Landlord shall have no obligation to construct or install any improvements on or about the Premises or to remodel, renovate, recondition, alter or improve the Premises in any manner, except not eligible for the Reserved Areas. Subject to Landlord's compliance 2022 bonus program. (c) During the Transition Term, Executive will comply in full with its Executive’s obligations under this Lease, including, without limitation, sections 6.5, 6.6, 6.11, Agreement and 7.2 through 7.11 of this Lease and the MFA EIMP, Landlord shall have no obligation to undertake, perform or assume the cost or expense for actions that are the responsibility of others pertaining to Existing Environmental Conditions or other matters specifically identified in this Lease as remaining the responsibility of others. Notwithstanding the foregoing, Landlord retains its obligations to undertake, perform and/or assume the cost or expense for actions that are its responsibility pertaining to Existing Environmental Conditions, including, without limitation, all of its Executive’s obligations under the Environmental Executive’s Invention ​ and Non-Disclosure Agreement and Non-Competition and Non-Solicitation Agreement with the Company (collectively, the “Restrictive Covenant Agreements”). The parties hereby agree that for good and valuable consideration the obligations set forth in the Restrictive Covenant Agreement shall be in force for a period of 12 months from the Termination Date. ​ (d) If the Company terminates Executive’s employment prior to the last day of the Transition Term without Cause, and subject to (i) Executive’s continued compliance with the Restrictive Covenant Agreements and (ii) Executive executing the Federal Facilities Agreement it is presently negotiating with Release within twenty one (21) days following the EPA Termination Date and none such Release becoming effective on the Subsequent Release Effective Date, the Company shall pay to Executive any unpaid portion of those undertakings, performance or assumptions the Current Salary that would have been paid to Executive had Executive remained continuously employed by the Company through the last day of the Transition and the Executive shall become be entitled to the responsibility of Tenant by virtue benefits set forth in Section 4 of this Lease.Agreement. ​

Transition Term. (a) The Transition Term of this Lease shall commence on From the Effective Notice Date and, unless sooner terminated as specifically provided in this Lease, shall end on through the Commencement Date. In the event Tenant has not received Bona Ride Prospective Lessee Letters in form and substance satisfactory to Tenant within six (6) months date a new Chief Executive Officer of the Effective Company (“New CEO”) is appointed (the “Resignation Date” and such term, Tenant shallthe “Transition Term”), in its sole and absolute discretion, either Executive shall continue as (i) waive Chief Executive Officer of the requirement for delivery Company as a full-time at-will employee of Bona Ride Prospective Lessee Lettersthe Company and shall continue to have and perform such reasonable and lawful duties, in which event responsibilities and authority as the Commencement Date shall be determined Board of Directors of the Company (the “Board”) may designate from time to time, including (x) the performance of Executive’s current duties and responsibilities as set forth Chief Executive Officer of the Company and (y) assisting the Company in the Basic Lease Information, hiring or appointment of the New CEO (the “Transition Term Services”) and (ii) terminate this Lease, in which event this Lease shall terminate and be of no further force, unless the date for the delivery of Bona Ride Prospective Lessee Letters in form and substance satisfactory to Tenant is further extended by the Parties in writing. Landlord shall deliver possession a member of the Premises to Tenant on the Commencement Date, and Tenant shall accept such delivery of the Premises on the -28- SAA2 - 402923 Commencement Date, provided, that Tenant shall have the right during the Transition Term to enter the Premises for the purpose of commencing and pursuing the planning, design, and permitting of the work contemplated by the Initial Projects. No Rent will be due or payable for the Transition TermBoard. During the Transition Term, Tenant Executive will perform the Transition Term Services in substantially the same manner and Landlord with substantially the same effort, time commitment and level of care as Executive has historically performed duties for the Company prior to the Notice Date and, in all instances, in compliance with all applicable laws and Company policies. (b) During the Transition Term, the Company shall fully cooperate continue to pay Executive a salary at an annual rate of $573,000, pro-rated for any partial period of service and less all amounts required or authorized to be withheld by law, including all applicable federal, state and local withholding taxes, payable in accordance with each other to ensure there will be a seamless turnover of possession of the Premises to Tenant on Company’s standard payroll policies (the Commencement Date and a seamless transition in the operations of the Airfield and the Golf Course on the Commencement Date as contemplated by the Airfield Management and Operations Plan and the Golf Course Operations Plan“Current Base Salary”). During the Transition Term, Landlord Executive shall not encumber the Property with a deed of trust or other monetary encumbrance, or voluntarily grant any easements, covenants, restrictions or conditions impacting the Premises except as otherwise provided continue to be (i) eligible to participate in the Lease. In furtherance same medical, dental, health and welfare, and other employee benefit plans and programs of the Company that Executive participated in on the Notice Date, including life and disability insurance, retirement plan participation, and executive perquisites, subject to the terms and conditions of such transitionplans and programs and (ii) reimbursed for reasonable and necessary US-DOCS\121891979.9 expenses actually incurred by Executive in performing services as Chief Executive Officer of the Company in accordance with and subject to the terms and conditions of the applicable Company reimbursement policies, Landlord procedures, and practices as they may exist from time to time. (c) To the extent unpaid, Executive will provide Tenant during be eligible to receive Executive’s annual performance bonus for calendar year 2020 (the “2020 Bonus”) in an amount determined by the Board based on actual performance for calendar year 2020. The 2020 Bonus will be paid in a lump sum at the same time 2020 annual bonuses are paid to other senior executives of the Company. (d) If Executive remains continuously employed by the Company through the Resignation Date, and provided that Executive completes the Transition Period access Term Services to the Premises and Landlord's staff, employees and contractors who are involved in the operations reasonable satisfaction of the Premises. Landlord Company, Executive will also make available be eligible to Tenant receive a pro-rata portion of Executive’s annual performance bonus for its reviewcalendar year 2021 (the “2021 Bonus”), inspection and copying in an amount equal to the booksannual bonus amount determined by the Board based on actual performance for calendar year 2021, records and other information in Landlord's possession that relate to such operationsmultiplied by a fraction, to ensure an orderly and smooth transition, including an orderly and smooth transition the numerator of which is the number of days of the Airfield calendar year elapsed prior to the Resignation Date and Golf Course operations, and Tenant (the denominator of which is 365. The 2021 Bonus will be paid in a lump sum at its expense) may keep duplicate books and records as part of such transition. Tenant acknowledges that: ▇▇▇▇▇▇ has inspected the Premises or has had the Premises inspected by professional consultants retained by ▇▇▇▇▇▇; Tenant is familiar with the condition same time 2021 annual bonuses are paid to other senior executives of the Premises; the Premises are suitable for Tenant's purposes; and the condition of the Premises is acceptable to Tenant. Except for Existing Environmental Conditions and except for other matters specifically identified Company, but in this Lease as remaining the responsibility of othersno event later than March 15, Tenant accepts the Premises in its "AS IS" condition, with all faults, without any covenant, representation or warranty of any kind or nature whatsoever, express or implied (including with respect to the condition of title to the Premises, or the suitability of the Premises or any Utility systems serving the Premises for Tenant's purposes), and Tenant is relying solely on its own investigation of the Premises. Tenant agrees that Landlord has made no representations or warranties concerning such conditions, state of repair and use, nor any agreement or promise to alter, improve, adapt, repair or keep in repair the same, or any portion thereof. Tenant further agrees that ▇▇▇▇▇▇▇▇ has made no representations or warranties concerning any reports, reviews, studies, analyses and other such similar documentation Landlord has made available to Tenant, including all information and findings contained therein. Landlord shall have no obligation to construct or install any improvements on or about the Premises or to remodel, renovate, recondition, alter or improve the Premises in any manner, except for the Reserved Areas. Subject to Landlord's compliance with its obligations under this Lease, including, without limitation, sections 6.5, 6.6, 6.11, and 7.2 through 7.11 of this Lease and the MFA EIMP, Landlord shall have no obligation to undertake, perform or assume the cost or expense for actions that are the responsibility of others pertaining to Existing Environmental Conditions or other matters specifically identified in this Lease as remaining the responsibility of others. Notwithstanding the foregoing, Landlord retains its obligations to undertake, perform and/or assume the cost or expense for actions that are its responsibility pertaining to Existing Environmental Conditions, including, without limitation, all of its obligations under the Environmental Agreements and the Federal Facilities Agreement it is presently negotiating with the EPA and none of those undertakings, performance or assumptions shall become the responsibility of Tenant by virtue of this Lease2022.