OFFICE BUILDING LEASE Tenant: Acer Therapeutics Inc. Landlord: Gateway Realty Trust

1.0

REFERENCE DATA

1

2.0

DESCRIPTION OF PREMISES

3

2.1

Premises.

3

2.2

Appurtenant rights.

3

2.3

Reservations.

3

3.0

TERM OF LEASE

3

3.1

Term.

3

4.0

TAKING OCCUPANCY

3

4.1

Occupancy As Is.

3

4.2

Delivery of Possession.

4

5.0

USE OF PREMISES

4

5.1

Permitted Use.

4

5.2

Prohibited Uses.

4

5.3

Licenses and Permits.

5

6.0

RENT

5

6.1

Annual Base Rent.

5

6.2

Security Deposit.

5

6.3

Taxes.

6

6.4

Operating Expenses.

6

6.5

Intentionally Omitted.

7

6.6

Late Payment Charge.

7

6.7

Books and Records.

7

7.0

UTILITIES AND LANDLORD'S SERVICES

8

7.1

Electricity.

8

7.2

Water and Sewer Charges.

8

7.3

Heat and Air Conditioning.

9

7.4

Additional Heat and Air Conditioning Services.

9

7.5

Elevator Service.

9

7.6

Cleaning.

9

7.7

Repairs and Other Services.

9

7.8

Interruption or Curtailment of Services.

9

8.0

MAINTENANCE OF AND IMPROVEMENTS TO PREMISES

10

8.1

Changes or Alterations by Landlord.

10

8.2

Alterations and Improvements by Tenant.

10

8.3

Tenant's Contractors - Mechanics' and Other Liens - Standard of Tenant's Performance - Compliance with Laws.

10

8.4

Fixtures, Equipment and Improvements - Removal by Tenant.

11

8.5

Repairs by Tenant.

11

8.6

Locks.

11

8.7

Tenant's Improvements and Condition of Premises at Termination.

11

9.0

INSURANCE, INDEMNIFICATION, EXONERATION AND EXCULPATION

12

9.1

Insurance.

12

9.2

Additional Insureds.

13

9.3

Certificates of Insurance.

13

9.4

Tenant's Compliance.

13

9.5

Indemnification.

13

9.6

Property of Tenant.

14

9.7

Landlord's Liability.

14

9.8

Waiver of Subrogation.

14

9.9

Massachusetts Turnpike Authority.

15

10.0

ASSIGNMENT, MORTGAGING, SUBLETTING, ETC.

15

11.0

MISCELLANEOUS COVENANTS

18

11.1

Rules and Regulations.

18

11.2

Nuisance.

19

11.3

Access to Premises.

19

11.4

Accidents to Sanitary and other Systems.

19

11.5

Signs, Blinds and Drapes.

19

11.6

Estoppel Certificate.

20

11.7

Requirements of Law - Fines and Penalties.

20

11.8

Floor Loading.

20

11.9

Tenant's Access.

20

11.10

Survival

20

12.0

PARKING

20

13.0

CASUALTY

21

14.0

CONDEMNATION - EMINENT DOMAIN

22

15.0

DEFAULT

23

15.1

Conditions of Limitation - Re-entry - Termination.

23

15.2

Damages - Termination.

23

15.3

Fees and Expenses.

24

15.4

Landlord's Remedies Not Exclusive.

25

15.5

Grace Period.

25

16.0

ABANDONED PROPERTY

25

17.0

SUBORDINATION

25

18.0

QUIET ENJOYMENT

26

19.0

ENTIRE AGREEMENT - WAIVER - SURRENDER

26

19.1

Entire Agreement.

26

19.2

Waiver by Landlord and Tenant.

26

19.3

Surrender.

26

20.0

INABILITY TO PERFORM - EXCULPATORY CLAUSE

26

21.0

LANDLORD'S CONSENT

27

22.0

RIGHT TO RELOCATE

27

23.0

BILLS AND NOTICES

28

24.0

HOLDOVER

28

25.0

NO OPTION

28

26.0

PARTIES BOUND - SEIZIN OF TITLE

28

27.0

MISCELLANEOUS

29

27.1

Separability.

29

27.2

Independent Covenants.

29

27.3

Captions.

29

27.4

Landlord or Tenant.

29

27.5

Broker.

29

27.6

Governing Law.

29

27.7

Assignment of Lease and/or Rents.

29

27.8

Notice of Lease.

30

EXHIBITS

A - Lease Plan

B - Cleaning Services

C - Rules and Regulations

D - Work Letter

E - Building Standard Construction Items

1.0

REFERENCE DATA

Additional Parking Spaces:

1Parking Space

Additional Parking Space Charge:

NONE

Additional Rent:

Sums or other charges payable by Tenant to Landlord under this Lease, other than Annual Base Rent.

Annual Base Rent:

Period:

Annual Base Rent:

Monthly Installment

of Annual Base Rent:

October 1, 2018 through September 30, 2019

$101,760.00

$8,480.00

October 1, 2019 through September 30, 2020

$104,520.00

$8,710.00

October 1, 2020 through September 30, 2021

$107,280.00

$8,940.00

Broker:

NONE

Building:

Landlord's nine-story office building, commonly referred to as “One Gateway Center” in Newton, Massachusetts.

Business Day:

All days except Saturdays, Sundays and days defined as “legal holidays”.

Garage:

Landlord's multistory parking facility numbered ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇.

Land:

The parcel(s) of land on which the Building and other buildings (if any) owned by Landlord are situated.

Lease Year:

A twelve (12) month period beginning on the Term Commencement Date or an anniversary thereof.

Landlord's Address:

c/o ▇. ▇. ▇▇▇▇▇ PropertiesOne ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Mortgage:

A mortgage, deed of trust, trust indenture, or other security instrument of record creating an interest in or affecting title to the Land or Building or the Property or any part thereof, and any renewal, modification, consolidation or extension of any such instrument.

Mortgagee:

The holder of any Mortgage.

Operating Expense Base:

The Operating Expenses for the Building for Landlords fiscal year ending December 31, 2019

Parking Areas:

Those areas on the Property designated by Landlord to be used for parking automobiles.

Parking Spaces:

6 Parking Spaces.

Premises:

Approximately 2,760 square feet of rentable area (the calculation of “rentable” area includes an allocation of the Building’s common areas) on the third floor of the Building, and as more fully described in the Article of this Lease entitled “DESCRIPTION OF PREMISES”.

Property:

The Building, the Garage and the Land and any improvements on the Land including, without limitation, the Building and other buildings (if any) owned by Landlord.

Real Estate Tax Base:

Real Estate Taxes for the Building for the City of Newton's Fiscal Year ending June 30, 2019.

Rent:

Annual Base Rent and Additional Rent.

Security Deposit:

$17,880.00

Tenant's Address:

The Premises.

Tenant's Proportionate Share of Operating Expenses:

1.74%

Tenant's Proportionate Share of Real Estate Taxes:

1.59%

Term Commencement Date:

October 1, 2018

Term Expiration Date:

September 30, 2021

Term:

A period of time commencing on the Term Commencement Date and ending on the Term Expiration Date.

Use of the Premises:

General Office.

2.0

DESCRIPTION OF PREMISES

2.1.

Premises. The premises leased by Tenant under this Lease shall be the Premises (as the same may from time to time be constituted after changes therein, additions thereto and eliminations therefrom pursuant to rights of Landlord hereinafter reserved).

2.2.

Appurtenant Rights.  Tenant shall have, as appurtenant to the Premises, rights to use in common with others those common roadways, walkways, elevators, hallways and stairways necessary for access to the Premises or generally available to other tenants of the Building; provided, however, that such rights shall be subject to such rules and regulations as may be made by Landlord from time to time as provided for in Section 11.1 of this Lease, “Rules and Regulations.”.

2.3.

Reservations.  All the perimeter walls of the Premises except the inner surfaces thereof, any balconies, terraces or roofs adjacent to the Premises, and any spaces in or adjacent to the Premises used for serving other portions of the Building or other portions of the Property exclusively or in common with the Premises, including without limitation (where applicable) shafts, stacks, pipes, conduits, wires and appurtenant fixtures, fan rooms, ducts, electric or other utilities, sinks or other Building or Property facilities, and the use thereof, as well as the right of access through the Premises for the purpose of operation, maintenance, decoration and repair, are expressly reserved to Landlord.

3.0

TERM OF LEASE

3.1.

Term.  The term of this Lease shall be for the Term (or until such Term shall sooner cease or expire) commencing on the Term Commencement Date and ending on the Term Expiration Date.

4.0

TAKING OCCUPANCY

4.1.

Occupancy As Is.  Tenant currently occupies the Premises as a subtenant pursuant to a Sublease, dated October 16, 2017, with ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, as sublandlord (the “Sublease”) and a Consent to Sublease agreement dated October 25, 2017 between Tenant, Landlord and sublandlord (the “Consent”).  Tenant acknowledges and agrees Tenant has accepted occupancy of the Premises "as is", and any work necessary or desired by Tenant in the Premises shall be performed by Tenant in compliance with the terms and provisions of this Lease at Tenant's own expense; provided, however, notwithstanding the forgoing to the contrary in this sentence, the following shall apply.

4.2.

Delivery of Possession.  Intentionally Omitted.

5.0

USE OF PREMISES

5.1.

Permitted Use.  Tenant shall continuously during the Term of this Lease occupy and use the Premises for the permitted Use of the Premises and for no other purpose.  Service and utility areas (whether or not a part of the Premises) shall be used only for the particular purpose for which they are designated.

5.2.

Prohibited Uses.  Tenant shall not use, permit the use of, permit anything to be done in or on or anything to be brought into or onto or kept in or on the Premises, the Building, the Property or any part of thereof (i) which would violate any covenant, agreement, term, provision or condition of this Lease, (ii) for any unlawful purpose or in any unlawful manner, or (iii) which, in the reasonable judgment of Landlord shall in any way (a) impair or tend to impair the appearance or reputation of the Building or the Property, (b) impair or interfere with or tend to impair or interfere with any of the Building or Property services or the proper and economic heating, cleaning, air conditioning or other servicing of the Building or the Property or any portion thereof or with the use of the Building or the Property or any portion thereof, or (c) occasion discomfort, inconvenience or annoyance to any other tenant, licensee or other occupant of the Building or the Property or any neighboring property, whether through the transmission of noise or odors or vibrations or otherwise.

5.3.

Licenses and Permits.  If any governmental license or permit shall be required for the proper and lawful conduct of Tenant's business in the Premises, Tenant, at Tenant's expense, shall duly procure and maintain such license or permit and submit the same to inspection by Landlord.  Tenant, at Tenant's expense, shall at all times comply with the terms and conditions of each such license or permit.

6.0

RENT

6.1.

Annual Base Rent.  Tenant shall pay to Landlord, without any demand, setoff or deduction, at Landlord's Address, or to such other person or at such other place as Landlord may designate by notice to Tenant, the Annual Base Rent.  The Annual Base Rent shall be paid in equal Monthly Installments in advance on or before the first Business Day of each calendar month during the Term of this Lease and shall be apportioned for any fraction of a month in which the Term Commencement Date or the last day of the Term of this Lease may fall.  Rent for the first full month of the initial Term for which Rent is due shall be paid by Tenant upon the execution of this Lease.

6.2.

Security Deposit.  It is understood that upon the execution of this Lease, Tenant shall have deposited the sum of the Security Deposit as security for the faithful performance and observance by Tenant of the terms, conditions, provisions and covenants of this Lease, it being further understood however, that said deposit is not to be considered prepaid Rent.  In the event Tenant defaults in respect to any of the terms, conditions, provisions and covenants of this Lease, including, but not limited to the payment of Rent, Landlord may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any Rent or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default with respect to this Lease, including but not limited to any amount for which Tenant is liable under the Article contained herein entitled “DEFAULT” provided, however, that such Security Deposit shall in no way be construed as liquidated damages for any default or breach of any term, condition, provision and covenant of this Lease, nor shall Landlord be required, because of said deposit, to waive its right under the Article contained herein entitled “DEFAULT” to terminate this Lease in the event of default.  In the event Landlord uses, applies or retains any part or all of the Security Deposit and the Lease continues or Tenant's occupancy continues in the Premises, Tenant shall within ten (10) days after written notice from Landlord make such further or other deposit of moneys as may be necessary to bring the balance of the deposit to a sum equal to the Security Deposit.

6.3.

Taxes.  “Real Estate Taxes” shall mean all taxes, assessments and betterments, levied, assessed or imposed by any governmental authority upon the Property or any portion thereof, or arising from, or imposed on, the ownership or operation of the Property or any portion thereof, or the ownership of the tenant's interest under any ground lease (the term "ground lease" shall refer to the lease dated April 1, 1968 between Landlord and the Massachusetts Turnpike Authority, as amended, or any other underlying lease of space in which the Building and the Garage are located) and any payment in addition to or in lieu of any of the same required now or in the future.

6.4.

Operating Expenses.  Tenant shall pay to Landlord as Additional Rent “Tenant's Proportionate Share of Operating Expenses” of all costs and expenses in excess of the Operating Expense Base incurred by Landlord in the management, operation and maintenance of the Property or

any portion thereof, including, without limiting the generality of the foregoing, all such costs and expenses in connection with (l) insurance, license fees, janitorial service, landscaping and snow removal, (2) wages, salaries, management fees, employee benefits, payroll taxes, office expenses, administrative and auditing expenses, and equipment and materials for the operation, management and maintenance of the Property, (3) capital expenditures (amortized, with interest, on such reasonable basis as Landlord shall determine) made by Landlord for the purpose of reducing other operating expenses or complying with any governmental requirement, (4) water and sewer charges, (5) the furnishing of heat, air conditioning, electricity, utilities, and any other services, (6) the operation and servicing of any computer system installed to regulate Building equipment or other equipment serving the Property and (7) the furnishing of repairs and services referred to in the Article contained herein entitled “UTILITIES AND LANDLORD'S SERVICES” (the foregoing being collectively referred to as “Operating Expenses”).

6.5.

Intentionally omitted.

6.6.

Late Payment Charge.  If any installment of Rent or Additional Rent or any other sum due from Tenant shall not be received by Landlord on the date such installment or sum is due, Landlord reserves the right to assess, and Tenant then shall pay, a late payment charge equal to two and one half percent (2.5%) of the total amount that is in arrears and a further late payment charge equal to two and one half percent (2.5%) of the amount then outstanding may be assessed for each additional thirty (30) day period (or any fraction thereof) that such amount remains unpaid.  Acceptance of such late payment charge by Landlord shall in no event constitute a waiver of Tenant's default with respect to such overdue amount, nor prevent Landlord from exercising any of Landlord's other rights and remedies granted by this Lease.

6.7.

Books and Records.  Within 15 days of any request by Landlord, Tenant shall furnish to Landlord a balance sheet as of the last day of the most recently completed fiscal quarter or such more recent fiscal period for which a balance sheet is reasonably available and a similarly current statement of Tenant's income and expenses for the twelve months preceding the date of the aforementioned balance sheet, both of which shall be prepared in reasonable detail in accordance with generally accepted accounting principles and certified as being true and correct by an officer or principal of Tenant.  In addition to the foregoing, within 15 days of any request by Landlord, Tenant shall provide such other financial or business plan related information as Landlord shall reasonably request, including without limitation, information related to the capitalization of Tenant's business.

7.0

UTILITIES AND LANDLORD'S SERVICES

7.1.

Electricity.  Landlord shall furnish electricity to the Premises for lighting and other general office purposes.  If Tenant requires electricity elsewhere in the Building or on the Property, then such electricity shall be furnished in all respects at Tenant's sole cost and expense.  Tenant's use of electrical energy in the Premises, the Building and elsewhere on the Property shall not at any time exceed the capacity of any of the electrical conductors and equipment in or otherwise serving the Premises or Tenant's electrical energy needs elsewhere in the Building or on the Property (as the case may be).  In order to insure that such capacity is not exceeded and to avert possible adverse effect upon the electrical services for the Building or the Property, Tenant shall give notice to Landlord and obtain Landlord's prior written consent whenever Tenant shall connect to the Building's or the Property's electrical distribution system any fixtures, appliances or equipment other than lamps, typewriters, personal computers and similar small machines.  Any additional feeders or risers to supply Tenant's electrical requirements in addition to those originally installed and all other equipment proper and necessary in connection with such feeders or risers, shall be installed by Landlord upon Tenant's request, at the sole cost and expense of Tenant, provided that such additional feeders and risers are permissible under applicable laws and insurance regulations and the installation of such feeders or risers will not cause permanent damage or injury to the Building or any other portion of the Property or cause or create a dangerous condition or unreasonably interfere with other tenants of the Building or the Property.  Tenant agrees that it will not make any alteration or material addition to the electrical equipment in the Premises, the Building or elsewhere on the Property without the prior written consent of Landlord in each instance first obtained.  Tenant, at Tenant's expense, shall purchase, install and replace all light bulbs or tubes used in the Premises or used exclusively by Tenant in the Building or elsewhere on the Property, except that Landlord shall furnish the light bulbs and tubes and labor for the initial installation of light bulbs and tubes in the Premises.  Landlord shall not in any way be liable or responsible to Tenant for any loss, damage or expense which Tenant may incur if the quantity, character, or supply of electrical energy is changed or is no longer available or suitable for Tenant's requirements.

7.2.

Water and Sewer Charges.  Landlord shall furnish water for ordinary cleaning, toilet, lavatory and drinking purposes, provided, however, that Tenant shall maintain and replace if necessary any water heating, plumbing and plumbing related equipment exclusively serving the Premises (if any) or exclusively serving Tenant elsewhere in the Building or on the Property (if any) and any electricity, gas or other source of energy consumed by such water heating or plumbing related equipment shall be reimbursed to Landlord.

7.3.

Heat and Air Conditioning.  Landlord shall furnish to and distribute in the Premises heat and air conditioning as normal seasonal changes may require on Business Days from 8:00 a.m. to 6:00 p.m. when reasonably required for the comfortable occupancy of the Premises by Tenant.  Tenant agrees to lower and close the blinds or drapes when necessary because of the sun's position whenever the air conditioning system is in operation, and to cooperate fully with Landlord with regard to, and to abide by all the regulations and requirements which Landlord may prescribe for the proper functioning and protection of, the heating and air conditioning system.  The air conditioning system shall be capable of providing 80 degrees Fahrenheit dry bulb and 50% relative humidity with outside conditions of 95 degrees Fahrenheit dry bulb and 75 degrees Fahrenheit wet bulb, provided Tenant acknowledges that the air conditioning system servicing the Building is designed to provide cooling based upon an occupancy of not more than one person per one hundred (100) square feet of floor area, and upon a combined lighting and standard electrical load not to exceed 4.0 ▇▇▇▇▇ per square foot.  In the event Tenant exceeds such condition or introduces into the Premises equipment which overloads such system, or in any other way causes such system not to adequately perform its proper functions, supplementary systems may at Landlord's option be provided by Landlord at Tenant's expense.

7.4.

Additional Heat and Air Conditioning Services.  Landlord shall, upon reasonable advance written notice from Tenant of its requirements in that regard, furnish additional heat or air conditioning services to the Premises on days and at times other than as provided in this Article.  Tenant will pay to Landlord a reasonable charge for such additional heat or air conditioning services required by Tenant.

7.5.

Elevator Service.  Landlord shall provide passenger elevator service to the Premises on Business Days from 8:00 a.m. to 6:00 p.m. and on a reduced basis at all other times.  Upon 48 hours advance notice by Tenant to Landlord, freight elevator service shall be available in common with other tenants on Business Days from 9:00 a.m. to 4:00 p.m. at reasonable charge.

7.6.

Cleaning.  Landlord shall furnish cleaning services to the Premises and the common areas of the Building appurtenant to the Premises substantially in accordance with the specifications attached hereto as Exhibit B and made a part hereof.

7.7.

Repairs and Other Services.  Except as otherwise provided in the Articles entitled “CASUALTY” and “CONDEMNATION - EMINENT DOMAIN”, and subject to Tenant's obligations in the Article contained herein entitled “MAINTENANCE OF AND IMPROVEMENTS TO PREMISES” and elsewhere in this Lease, Landlord shall (a) keep and maintain the roof, exterior walls, structural floor slabs and columns of the Building in as good condition and repair as they are in on the Term Commencement Date, reasonable use and wear excepted, (b) keep and maintain in workable condition the Building's sanitary, electrical, heating, air conditioning and other systems, (c) keep all walkways on the Property clean and remove all snow and ice therefrom and (d) provide grounds maintenance to all landscaped areas.

7.8.

Interruption or Curtailment of Services.  Landlord reserves the right to interrupt, curtail, stop or suspend the furnishing of services and the operation of any Building or Property system, when necessary by reason of accident or emergency, or of repairs, alterations, replacements or improvements in the reasonable judgment of Landlord desirable or necessary to be made, or of difficulty or inability in securing supplies or labor, or of strikes, or of any other cause beyond the reasonable control of Landlord, whether such other cause be similar or dissimilar to those herein above specifically mentioned, until said cause has been removed.  Landlord shall have no responsibility or liability for any such interruption, curtailment, stoppage, or suspension of service or system, except that Landlord shall exercise reasonable diligence to eliminate the cause of same.  Landlord agrees to provide reasonable notice prior to interrupting, curtailing, stopping or suspending the furnishing of services and the operation of any Building systems for the purpose of making elective alterations, replacements or improvements.

8.0

MAINTENANCE OF AND IMPROVEMENTS TO PREMISES

8.1.

Changes or Alterations by Landlord.  Landlord reserves the right, exercisable by itself or its nominee, at any time and from time to time without the same constituting an actual or constructive eviction and without incurring any liability to Tenant therefor or otherwise affecting Tenant's obligations under this Lease, to make such changes, alterations, additions, improvements, repairs or replacements in or to the Building or elsewhere on the Property and the fixtures and equipment thereof, as well as in or to the street entrances, halls, passages, elevators, and stairways thereof, as it may deem necessary or desirable, and to change the arrangement and/or location of entrances or passageways, doors and doorways, and corridors, elevators, stairs, toilets, or other public parts of the Building or other portions of the Property, provided, however, that there be no unreasonable obstruction of the right of access to, or unreasonable interference with the use and enjoyment of the Premises by Tenant, except that Landlord shall not be obligated to employ labor at so-called “overtime” or other premium pay rates.  Nothing contained in this Article shall be deemed to relieve Tenant of any duty, obligation or liability of Tenant with respect to making or causing to be made any repair, replacement or improvement or complying with any law, order or requirement of any governmental or other authority.  Landlord reserves the right to from time to time change the address of the Building or the Property.  Neither this Lease nor any use by Tenant shall give Tenant any right or easement or the use of any door or any passage or any concourse connecting with any other building or to any public convenience, and the use of such doors, passages and concourses and of such conveniences may be regulated or discontinued at any time and from time to time by Landlord without notice to Tenant and without affecting the obligations of Tenant hereunder or incurring any liability to Tenant therefor.

8.2.

Alterations and Improvements by Tenant.  Tenant shall make no alterations, decorations, installations, removals, additions or improvements in or to the Premises, the Building or elsewhere on the Property, nor permit any holes to be drilled or made in or on the Premises, the Building or elsewhere on the Property except in each instance in such place and manner and by contractors or mechanics all as shall first have been approved in writing by Landlord.  No such installations or other work shall be undertaken or begun by Tenant until Landlord has approved written plans and specifications therefor; and no amendments or additions to such plans and specifications shall be made without prior written consent of Landlord.  Any such alteration, decoration, installation, removal, addition and improvement shall be done at the sole expense of Tenant and at such times and in such manner as Landlord may designate.  If Tenant shall make any alterations, decorations, installations, removals, additions or improvements, then Landlord may elect to require Tenant, at Tenant's expense, at the expiration of this Lease, to restore the Premises, the Building and the Property (as the case may be) to substantially the same condition as existed at the Term Commencement Date.

8.3.

Tenant's Contractors - Mechanics' and Other Liens - Standard of Tenant's Performance - Compliance with Laws.  Whenever Tenant shall make any alteration, decoration, installation, removal, addition or improvement or do any other work in or to the Premises, the Building or elsewhere on the Property, Tenant will strictly observe the following covenants and agreements:

8.4.

Fixtures, Equipment and Improvements - Removal by Tenant.  All fixtures, equipment, improvements and appurtenances attached to or built into the Premises (or the Building or elsewhere on the Property with respect to Tenant's tenancy) prior to or during the Term, or any extension thereof, whether by Landlord, at its expense or at the expense of Tenant, or by Tenant shall be and remain part of the Premises and shall not be removed by Tenant at the end of the Term unless Landlord, in its sole discretion, shall request Tenant to remove any of such fixtures, equipment, improvements and appurtenances in which event Tenant shall remove such at Tenant's expense.  Where not built into the Premises, and if furnished and installed by and at the sole expense of Tenant, all removable furniture, trade fixtures and business equipment shall not be deemed to be included in such fixtures, equipment, improvements and appurtenances and may be, and upon the request of Landlord shall be, removed by Tenant, at Tenant's expense, upon the condition that such removal shall not materially damage the Premises, the Building, the  Property or any portion thereof and that the cost of repairing any damages to the Premises, the Building, the Property or any portion thereof (as the case may be) arising from such removal shall be paid by Tenant, provided, however, that any of such items toward which Landlord shall have granted any allowance or credit to Tenant shall be deemed not to have been furnished and installed in the Premises by or at the sole expense of Tenant.

8.5.

Repairs by Tenant.  Tenant shall keep or cause to be kept the Premises in such repair, order and condition as the same are in on the Term Commencement Date or such better condition as the Premises may be put in during the Term hereof.  Without limiting the generality of the foregoing, Tenant shall keep all interior windows and other interior glass whole and in good condition, and shall replace the same whenever broken with glass of the same quality.

8.6.

Locks.  Tenant agrees that it will not change, alter or replace the locks provided to the Premises or common access doors, nor will it add locks to same, without the written permission of Landlord.  Tenant agrees that all repairs necessary to such locks (except such locks which are used in common with other tenants of the Building or the Property) will be at Tenant's sole expense.

8.7.

Tenant's Improvements and Condition of Premises at Termination.  Upon the termination of this Lease and any extension thereof, by its own terms or otherwise, Tenant will remove its goods and effects and those of all persons claiming under Tenant from the Premises, the Building and all other portions of the Property and will peaceably yield up to Landlord the Premises and all alterations, erections, additions and improvements pursuant to the Section entitled “Fixtures, Equipment and Improvements - Removal by Tenant.”, in good repair, order, and condition in all respects, reasonable use and wear (which for the purposes of this paragraph shall not be deemed to include holes in floors or walls or special wiring caused by the

installation of Tenant's fixtures or equipment) excepted.  It is further agreed and understood that at the termination of this Lease or any extension thereof, Tenant shall have restored the Premises and any portion of the Building and the Property (as the case may be) used exclusively by Tenant to good repair, order and condition in all respects, including but not limited to repair of all floor surfaces damaged by the removal of partitions, machinery and equipment, and shall restore all floor areas to a good condition and repair, using materials to provide a consistent floor surface, satisfactory to Landlord; and shall have cleaned and removed accumulations of dirt and particles, oils, greases, and discolorations from all surfaces resulting from Tenant's processes and shall leave the Premises and any portion of  the Building or the Property (as the case may be) used exclusively by Tenant broom clean.

9.0

INSURANCE, INDEMNIFICATION, EXONERATION AND EXCULPATION

9.1.

Insurance.  Tenant shall procure, keep in force and pay for insurance covering all claims and demands for injury to or death of persons or damage to property arising out of or related to Tenant's occupancy of the Premises.  Insurance shall not be in amounts less than the following:

Coverage B Employer's Liability -

$500,000 bodily injury by accident, each accident

$500,000 bodily injury by disease, each employee

$500,000 bodily injury by disease, policy aggregate

9.2.

Additional Insureds.  Tenant shall add Landlord and such other entities or individuals as Landlord may, from time to time, direct as Additional Insureds on a primary basis on Tenant's Commercial General Liability, Umbrella Liability and Automobile Liability policies.

9.3.

Certificates of Insurance.  All insurance required under the Lease shall be effected with insurers authorized to do business in the Commonwealth of Massachusetts under valid and enforceable policies.  Such insurance shall provide that, prior to policy cancellation, insurer shall provide reasonable notice to Landlord and each insured named therein.  On or before the first day of the term of this Lease and thereafter not less than fifteen (15) days prior to the expiration date of each expiring policy, original copies of the policies herein provided for, issued by the respective insurers, or certificates of such policies, setting forth in full the provisions thereof and issued by such insurers, together with evidence satisfactory to Landlord of the payment of all premiums for such policies, shall be delivered by Tenant to Landlord, or to any additional insureds, entities or individuals as Landlord may from time to time direct.

9.4.

Tenant's Compliance.  Tenant covenants and agrees that during said term and for such further time as Tenant shall hold the Premises or any part thereof, Tenant will comply with all requirements of the Insurance Services Offices of Massachusetts and/or the Factory Mutual Engineering Association (or any similar bodies succeeding to their respective powers) and any local Board of Fire Underwriters; will not make or allow any use or occupation of the Premises, the Building or any other portion of the Property that may make any insurance on the Building or any other portion of the Property, or the contents thereof, void or voidable; and that in the event that Tenant does or permits anything to be done in the Premises, the Building or elsewhere on the Property (including, without limiting the generality of the foregoing, anything which in any way affects the sprinkler system) which:  (a) is classified as a “common hazard” or “special hazard” by said Insurance Services Offices of Massachusetts (or its successor); (b) causes an aftercharge or (c) otherwise increases insurance rates and premium charges over those which would apply but for the doing of such thing, including, but without limiting the generality thereof, increases resulting from the refusal of the Factory Mutual Engineering Association (or any similar body succeeding to its business) to continue coverage of the Building, the Property or any portion thereof; then Tenant will promptly pay to Landlord on demand all increased premium charges caused by the same for any and all of the following insurance:

9.5.

Indemnification.  To the fullest extent permitted by law (and not limited by the amounts of any insurance coverage required of Tenant under this Lease), Tenant agrees to defend, indemnify and hold harmless Landlord (which term shall include, without limitation any of the officers, trustees, directors, partners, beneficiaries, joint venturers, members, stockholders or other principals or representatives, disclosed or undisclosed, of Landlord or any managing agent) and such other entities or individuals as Landlord may, from time to time, direct as additional insureds on Tenant's general liability, umbrella liability, automobile, glass, contents and leasehold improvements and business interruption coverage policies, from and against any and all claims, liabilities, penalties, damages or expenses (including without limitation reasonable attorneys' fees) asserted against or incurred by them:

9.6.

Property of Tenant.  In addition to and not in limitation of the foregoing, and subject only to provisions of applicable law, Tenant covenants and agrees that all merchandise, furniture, fixtures and property of every kind, nature and description which may be in or upon the Premises, the Building or elsewhere on the Property, shall be at the sole risk and hazard of Tenant, and that if the whole or any part thereof shall be damaged, destroyed, stolen or removed for any cause or reason whatsoever other than the gross negligence or willful misconduct of Landlord, no part of said damage or loss shall be charged to, or borne by Landlord.

9.7.

Landlord's Liability.  Landlord shall not be liable for any injury or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, electrical disturbance, water, rain, ice or snow or leaks from any part of the Building or any other portion of the Property or from the pipes, appliances or plumbing works or from the roof, street or subsurface or from any other place or caused by any other cause of whatever nature, unless caused by or due to the negligence of Landlord, its agents, contractors or employees; nor shall Landlord or its agents be liable for any such damage caused by other tenants or persons in the Building or elsewhere on the Property or caused by operations in construction of any private, public or quasi-public work; nor shall Landlord be liable for any latent defect in the Premises, the Building or elsewhere on the Property.  All of the limitations on Landlord's liability set forth in this Lease shall be subject to applicable law provided that, in any event, Tenant agrees to pursue and exhaust all claims under its insurance and other remedies prior to seeking reimbursement from Landlord (and to waive such claims against Landlord to the extent Tenant obtains reimbursement through its insurance or other remedies).

9.8.

Waiver of Subrogation.  The parties hereto shall each endeavor to procure an appropriate clause in, or endorsement on, any fire or extended coverage insurance policy covering the Premises, the Building or any other portion of the Property and personal property, fixtures and equipment located thereon or therein, pursuant to which the insurance companies waive subrogation or consent to a waiver of right of recovery, and having obtained such clauses and/or endorsements of waiver of subrogation or consent to a waiver of right of recovery each party hereby agrees that it will not make any claim against or seek to recover from the other for any loss or damage to its property or the property of others resulting from fire or other perils covered by such fire and extended coverage insurance; provided, however, that the release, discharge, exoneration and covenant not to ▇▇▇ herein contained shall be limited by the terms and provisions of the waiver of subrogation clauses and/or endorsements or clauses and/or endorsements consenting to a waiver of right of recovery and shall be coextensive therewith.

9.9.

Massachusetts Turnpike Authority.  Tenant shall not have or make any claim against Landlord or against the Massachusetts Turnpike Authority for or by reason of the ownership, use or occupancy by said Authority or others of the Massachusetts Turnpike, including without limitation, any claim on account of noise, vibration, fumes, odors or electrical interference resulting from such ownership, use or occupancy or any claim arising from or connected with any accident or other occurrence on said Turnpike.

10.0

ASSIGNMENT, MORTGAGING, SUBLETTING, ETC.

11.0

MISCELLANEOUS COVENANTS

11.1.

Rules and Regulations.  Tenant and Tenant's servants, employees, agents, visitors and licensees will faithfully observe such Rules and Regulations as are attached hereto as Exhibit C and made a part hereof or as Landlord hereafter at any time or from time to time may make and which in the reasonable judgment of Landlord shall be necessary for the reputation, safety, care or appearance of the Building or other portions of the Property, or the preservation of good order therein, or the operation or maintenance of the Building or other portions of the Property, or the equipment thereof, or the comfort of tenants or others in the Building or other portions of the Property, provided, however, that in the case of any conflict between the provisions of this Lease and any such Rules and Regulations, the provisions of this Lease shall control, and provided further that nothing contained in this Lease shall be construed to impose upon

Landlord any duty or obligation to enforce such Rules and Regulations or the terms, covenants or conditions in any other lease as against any other tenant and Landlord shall not be liable to Tenant for violation of the same by any other tenant, its servants, employees, agents, visitors, invitees or licensees.

11.2.

Nuisance.  Tenant shall not permit any nuisance or use or practice on or about the Premises, the Building or elsewhere on the Property which is in violation of Landlord's rules and regulations or any municipal ordinance, law, rule or regulation or any State or Federal laws or which unreasonably interferes with or is an unreasonable annoyance to the peaceful possession or proper use of the premises of other tenants or occupants; the determination of such interference or annoyance to be at the sole discretion of Landlord.

11.3.

Access to Premises.  Tenant shall: (i) permit Landlord to erect, use and maintain pipes, ducts and conduits in and through the Premises, provided the same do not materially reduce the floor area or materially adversely affect the appearance thereof; (ii) permit Landlord and any Mortgagee to have free and unrestricted access to and to enter upon the Premises at all reasonable hours for the purposes of inspecting equipment (including, without limitation, sanitary, electrical, heating, air conditioning or other systems) or making repairs, replacements or improvements in or to the Premises, the Building or elsewhere on the Property or complying with all laws, orders and requirements of governmental or other authority or of exercising any right reserved to Landlord by this Lease (including the right during the progress of any such repairs, replacements or improvements or while performing work and furnishing materials in connection with compliance with any such laws, orders or requirements to take upon or through, or to keep and store within, the Premises all necessary materials, tools and equipment); and (iii) permit Landlord, at reasonable times, to show the Premises during ordinary business hours to any Mortgagee, prospective purchaser of any interest of Landlord in the Building, the Property or any portion thereof, prospective Mortgagee, or prospective assignee of any Mortgage, and during the period of twelve months next preceding the Term Expiration Date to any person contemplating the leasing of the Premises or any part thereof.  If during the last month of the Term, Tenant shall have removed substantially all of Tenant's property from the Premises, Landlord may immediately enter and alter, renovate and redecorate the Premises, without elimination or abatement of Rent, or incurring liability to Tenant for any compensation, and such acts shall have no effect upon this Lease.  If Tenant shall not be personally present to open and permit any entry into the Premises at any time when for any reason an entry therein shall be necessary or permissible, Landlord or Landlord's agents must nevertheless be able to gain such entry by contacting a responsible representative of Tenant, whose name, address and telephone number shall be furnished by Tenant.  Landlord shall exercise its rights of access to the Premises permitted under any of the terms and provisions of this Lease in such manner as to minimize, to the extent practicable, interference with Tenant's use and occupation of the Premises.  If an excavation shall be made or authorized by Landlord to be made upon the Property, Tenant shall afford, to the person causing or authorized to cause such excavation, license to enter upon the Premises for the purpose of doing such work as said person shall deem necessary to preserve the Building, the Property or any portion thereof from injury or damage and to support the same by proper foundations without any claim for damage or indemnity against Landlord, or diminution or abatement of Rent.

11.4.

Accidents to Sanitary and other Systems.  Tenant shall give to Landlord prompt notice of any fire or accident in the Premises, the Building or elsewhere on the Property and of any damage to, or defective condition in, any part or appurtenance of the Building's or the Property's sanitary, electrical, heating and air conditioning or other systems located in, or passing through, the Premises.

11.5.

Signs, Blinds and Drapes.  Tenant shall not place any signs on the exterior of the Building or elsewhere on the Property or on or in any window, public corridor or door visible from the exterior of the Premises.  No drapes or blinds may be put on or in any window nor may any drapes or blinds be removed by Tenant.

11.6.

Estoppel Certificate.  Tenant shall at any time and from time to time upon not less than ten (10) Business Days' prior notice by Landlord or by a Mortgagee to Tenant, execute, acknowledge and deliver to the party making such request a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), and the dates to which Rent has been paid in advance, if any, and stating whether or not to the best knowledge of the signer of such certificate Landlord is in default in performance of any covenant, agreement, term, provision or condition contained in this Lease and, if so, specifying each such default of which the signer may have knowledge, it being intended that any such statement delivered pursuant hereto may be relied upon by any prospective purchaser of any interest in the Building, the Property or any portion thereof, any Mortgagee or prospective Mortgagee, any tenant or prospective tenant thereof, any prospective assignee of any Mortgage, or any other party designated by Landlord.  The form of any such estoppel certificate requested by a Mortgagee shall be satisfactory to such Mortgagee.

11.7.

Requirements of Law - Fines and Penalties.  Tenant at its sole expense shall comply with all laws, rules, orders and regulations of federal, state, county and local governments (including without limitation, the Americans with Disabilities Act, Public Law 101-336, 42 U.S.C. §§12101 et seq., as amended; the Resource Conservation and ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §▇▇▇▇ et seq., as amended; the Comprehensive Environmental Response, Compensation and Responsibility Act of 1980, codified in scattered sections of 26 U.S.C., 33 U.S.C., 42 U.S.C. and 42 U.S.C. §9602 et seq., as amended; the Toxic Substances ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §▇▇▇▇ et seq., as amended; the Massachusetts Oil and Hazardous Materials Release Prevention and Response Act, M.G.L. c.21E, as amended; and the Massachusetts Hazardous Waste Management Act, M.G.L. c.21C, as amended) and with any direction of any public officer or officers, pursuant to law, which shall impose any duty upon Landlord or Tenant with respect to and arising out of Tenant's use or occupancy of the Premises, the Building or any other portion of the Property.  If Tenant receives notice of any violation of law, ordinance, order or regulation applicable to the Premises, the Building or any other portion of the Property, it shall give prompt notice thereof to Landlord.

11.8.

Floor Loading.  Tenant shall not place a load upon any floor of the Premises, the Building or other portion of the Property exceeding the floor load per square foot area which such floor was designed to carry and which is allowed by law.  Landlord reserves the right to prescribe the weight and position of all equipment and fixtures, including computers and safes, which shall be placed so as to distribute weight and which shall be placed and maintained by Tenant at Tenant's expense in settings sufficient in Landlord's judgment to absorb and prevent vibration, noise and annoyance.

11.9.

Tenant's Access.  Subject to such reasonable rules and regulations as Landlord may impose from time to time, and causes beyond Landlord's reasonable control, Tenant shall have the right, during the Term of the Lease, to have access to the Premises, twenty-four hours per day, seven days per week.  Any rules, regulations, mechanisms or procedures of Landlord with respect to controlling or regulating access to the Premises, the Building or other portions of the Property shall not be interpreted as imposing any duty on Landlord to provide security for the Premises, the Building or any portion of the Property or any person in the Premises, the Building or elsewhere on the Property.

11.10.

Survival.  Any and all liability for payments under this Lease, and any and all liability for obligations (including, without limitation, indemnification provisions) relating to the period prior to the expiration of the Term or earlier termination of this Lease and/or for obligations that by their nature arise thereafter, shall survive such expiration or earlier termination.

12.0

PARKING

13.0

CASUALTY

14.0

CONDEMNATION - EMINENT DOMAIN

15.0

DEFAULT

15.1.

Conditions of Limitation - Re-entry - Termination.  This Lease and the herein term and estate are upon the condition that if (a) Tenant shall neglect or fail to perform or observe any of Tenant's covenants herein, including (without limitation) the covenants with regard to the payment when due of Rent; or (b) Tenant shall be involved in financial difficulties as evidenced by an admission in writing by Tenant of Tenant's inability to pay its debts generally as they become due, or by the making or offering to make a composition of its debts with its creditors; or (c) Tenant shall make an assignment or trust mortgage, or other conveyance or transfer of like nature, of all or a substantial part of its property for the benefit of its creditors, or (d) the leasehold hereby created shall be taken on execution or by other process of law and shall not be revested in Tenant within sixty (60) days thereafter; or (e) a receiver, sequester, trustee or similar officer shall be appointed by a court of competent jurisdiction to take charge of all or a substantial part of Tenant's property and such appointment shall not be vacated within sixty (60) days; or (f) any proceeding shall be instituted by or against Tenant pursuant to any of the provisions of any Act of Congress or State law relating to bankruptcy, reorganization, arrangements, compositions or other relief from creditors, and, in the case of any such proceeding instituted against it, if Tenant shall fail to have such proceeding dismissed within thirty (30) days or if Tenant is adjudged bankrupt or insolvent as a result of any such proceeding; or (g) any event shall occur or any contingency shall arise whereby this Lease, or the term and estate thereby created, would (by operation of law or otherwise) devolve upon or pass to any person, firm or corporation other than Tenant, except as expressly permitted under the Article of this Lease entitled “ASSIGNMENT, MORTGAGING, SUBLETTING, ETC.”; or (h) Tenant shall vacate all or substantially all of the Premises; or (i) a default by Tenant under the Sublease, or, if Landlord has exercised its rights under Section 3(a) of the Consent to cause Tenant to assume obligations under the Master Lease, a default by Tenant under the “Master Lease” (as defined in the Consent); then, and in any such event Landlord may, in a manner consistent with applicable law, immediately or at any time thereafter declare this Lease terminated by notice to Tenant or, without further demand or notice, enter into and upon the Premises (or any part thereof in the name of the whole), and in either such case (and without prejudice to any remedies which might otherwise be available for arrears of Rent or other charges due hereunder or preceding breach of covenant and without prejudice to Tenant's liability for damages as hereinafter stated), this Lease shall immediately terminate (“Default Termination”).  The words “re-entry” and “re-enter” as used in this Lease are not restricted to their technical legal meaning.  As used in items (b), (c), (e) and (f) of this Section, the term “Tenant” shall also be deemed to refer to any guarantor of Tenant's obligations hereunder.

15.2.

Damages - Termination.  In the event of a Default Termination, Tenant shall be liable to Landlord and shall pay to Landlord (i) monthly in advance all Rent accruing from the date of a Default Termination through the date scheduled for the Term of this Lease to expire had the Default Termination not occurred plus (ii) all other unpaid Rent and other Tenant obligations accruing prior to the Default Termination, which amounts shall be paid immediately upon Default Termination; provided that at Landlord's election, exercisable by Landlord at the time of a Default Termination or at any time thereafter (“Landlord's Acceleration Election”), in addition to all other unpaid Rent and other Tenant obligations accruing prior to Landlord's Acceleration Election (including, without limitation the amounts set forth in (i) and (ii) above in this

paragraph), Tenant shall pay to Landlord as liquidated damages (and not as a penalty) the aggregate amount of Rent accruing or which would accrue during the period starting with the exercise of Landlord's Acceleration Election and ending with the date scheduled for the expiration of the Term of this Lease had the Default Termination not occurred on an accelerated basis.

15.3.

Fees and Expenses.  If Tenant shall default in the performance of any covenant on Tenant's part to be performed as in this Lease contained, Landlord may immediately, or at any time thereafter, without notice, perform the same for the account of Tenant.  If Landlord at any time is compelled to pay or elects to pay any sum of money, or do any act which will require the payment of any sum of money, by reason of the failure of Tenant to comply with any provision hereof, or if Landlord is compelled to or does incur any expense, including without limitation reasonable attorneys' fees, in instituting, prosecuting and/or defending any action or proceeding instituted by reason of any default of Tenant hereunder or any costs incurred in recovering possession of the Premises after the termination of the Lease, Tenant shall on demand pay to Landlord by way of reimbursement the sum or sums so paid by Landlord with all interest, costs and damages.

15.4.

Landlord's Remedies Not Exclusive.  The specified remedies to which Landlord may resort hereunder are cumulative and are not intended to be exclusive of any remedies or means of redress to which Landlord may at any time be lawfully entitled, and Landlord may invoke any remedy (including without limitation the remedy of specific performance) allowed at law or in equity as if specific remedies were not herein provided for.

15.5.

Grace Period.  Notwithstanding anything to the contrary in this Article contained, Landlord agrees not to take any action to terminate this Lease (a) for default by Tenant in the payment when due of Rent, if Tenant shall cure such default within ten (10) days after written notice thereof given by Landlord to Tenant, or (b) for default by Tenant in the performance of any other covenant, if Tenant shall cure such default within a period of thirty (30) days after written notice thereof given by Landlord to Tenant (except where the nature of the default is such that remedial action should appropriately take place sooner, as indicated in such written notice), or with respect to covenants other than to pay a sum of money within such additional period as may reasonably be required to cure such default if (because of governmental restrictions or any other cause beyond the reasonable control of Tenant) the default is of such a nature that it cannot be cured within such thirty (30)-day period, provided, however, (1) that there shall be no extension of time beyond such thirty (30)-day period for the curing of any such default unless, not more than ten (10) days after the receipt of the notice of default, Tenant in writing (i) shall specify the cause on account of which the default cannot be cured during such period and shall advise Landlord of its intention duly to institute all steps necessary to cure the default and (ii) shall as soon as may be reasonable duly institute and thereafter diligently prosecute to completion all steps necessary to cure such default and, (2) that no notice of the opportunity to cure a default need be given, and no grace period whatsoever shall be allowed to Tenant, if the default is incurable or if the covenant or condition the breach of which gave rise to the default had, by reason of a breach on a prior occasion, been the subject of a notice hereunder to cure such default.

16.0

ABANDONED PROPERTY

17.0

SUBORDINATION

18.0

QUIET ENJOYMENT

19.0

ENTIRE AGREEMENT - WAIVER - SURRENDER

19.1.

Entire Agreement.  This Lease and the Exhibits made a part hereof contain the entire and only agreement between the parties relative to the Premises and any and all statements and representations, written and oral, including previous correspondence and agreements between the parties hereto, are merged herein.  Tenant acknowledges that all representations, and statements upon which it relied in executing this Lease are contained herein and that Tenant in no way relied upon any other statements or representations, written or oral.  Any executory agreement hereafter made shall be ineffective to change, modify, discharge or effect an abandonment of this Lease in whole or in part unless such executory agreement is in writing and signed by the party against whom enforcement of the change, modification, discharge or abandonment is sought.  Nothing herein shall prevent the parties from agreeing to amend this Lease and the Exhibits made a part hereof as long as such amendment shall be in writing and shall be duly signed by both parties.

19.2.

Waiver by Landlord.  The failure of Landlord to seek redress for violation, or to insist upon the strict performance, of any covenant or condition of this Lease, or any of the Rules and Regulations promulgated hereunder, shall not prevent a subsequent act, which would have originally constituted a violation, from having all the force and effect of an original violation.  The receipt by Landlord of Rent with knowledge of the breach of any covenant of this Lease shall not be deemed a waiver of such breach.  The failure of Landlord to enforce any of such Rules and Regulations against Tenant or any other tenant, licensee or occupant in the Building or elsewhere on the Property shall not be deemed a waiver of any such Rules and Regulations.  No provisions of this Lease shall be deemed to have been waived by Landlord unless such waiver be in writing signed by Landlord.  No payment by Tenant or receipt by Landlord of a lesser amount than the monthly Rent herein stipulated shall be deemed to be other than on account of the stipulated Rent, nor shall any endorsement or statement on any check or any letter accompanying any check or payment of rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of such rent or pursue any other remedy in this Lease provided.

19.3.

Surrender.  No act or thing done by Landlord during the term hereby demised shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept such surrender shall be valid, unless in writing signed by Landlord.  No employee of Landlord or of Landlord's agents shall have any power to accept the keys of the Premises prior to the termination of this Lease.  The delivery of keys to any employee of Landlord or of Landlord's agents shall not operate as a termination of the Lease or a surrender of the Premises.

20.0

INABILITY TO PERFORM - EXCULPATORY CLAUSE

21.0

LANDLORD'S CONSENT

22.0

RIGHT TO RELOCATE

23.0

BILLS AND NOTICES

24.0

HOLDOVER

25.0

NO OPTION

26.0

PARTIES BOUND - SEIZIN OF TITLE

27.0

MISCELLANEOUS

27.1.

Separability.  If any provision of this Lease or portion of such provision or the application thereof to any person or circumstance is for any reason held invalid or unenforceable, the remainder of the Lease (or the remainder of such provision) and the application thereof to other persons or circumstances shall not be affected thereby.  In the event that any charge under this Lease is interpreted to be the payment of interest, the rate of interest shall be equal to the lesser of the amount stated in the Lease or the maximum amount permitted by law.

27.2.

Independent Covenants. The covenant and agreement of Tenant to pay to Landlord Annual Base Rent, Real Estate Taxes, Operating Expenses, Additional Rent or any other payment to Landlord or any covenant or agreement of Tenant to make payments to third parties (such as direct payments to a taxing authority) shall be independent of any covenant in this Lease to be performed by Landlord; and default in Landlord's performance of any such covenant shall not be a basis for Tenant to cease or reduce payment to Landlord of Annual Base Rent, Real Estate Taxes, Operating Expenses, Additional Rent or any other payment to Landlord, or to cease or reduce payments to third parties, or to terminate this Lease.

27.3.

Captions.  The captions are inserted only as a matter of convenience and for reference, and in no way define, limit or describe the scope of this Lease nor the intent of any provisions thereof.

27.4.

Landlord or Tenant.  The words “Landlord” and “Tenant” as used in this Lease may extend to and be applied to several parties whether male or female and to corporations and partnerships, and words importing the singular may include the plural and all obligations of Tenant as herein defined shall be joint and several.  Each of the provisions of this Lease shall bind and inure to the benefit of the heirs, legal representatives, successors and assigns of the parties hereto and it is specifically understood that Landlord has the right to assign all of its right, title and interest, or any portion thereof, in and to this Lease and any amendments thereto to any other party or entity during the Term of this Lease and any extension thereof and that Tenant shall execute any and all instruments that may be necessary to acknowledge and assent to such assignment.

27.5.

Broker.  Each party represents and warrants that it has not directly or indirectly dealt, with respect to the leasing of space in the Building or elsewhere on the Property, with any broker or had its attention called to the Premises or other space to let in the Building or elsewhere on the Property, by any broker other than the Broker (if any) listed in the Article of this Lease entitled “REFERENCE DATA” whose commission shall be the responsibility of Landlord.  Each party agrees to exonerate and save harmless and indemnify the other against any claims for a commission by any other broker, person or firm, with whom such party has dealt in connection with the execution and delivery of this Lease or out of negotiations between Landlord and Tenant with respect to the leasing of other space in the Building or elsewhere on the Property.

27.6.

Governing Law.  This Lease is made pursuant to, and shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts.

27.7.

Assignment of Lease and/or Rents.  With reference to any assignment by Landlord of its interest in this Lease and/or the Rent payable hereunder, conditional in nature or otherwise, which assignment is made to or held by a bank, trust company, insurance company or other institutional lender holding a Mortgage on the Building, the Property or any portion thereof, Landlord and Tenant agree:

27.8.

Notice of Lease.  Tenant agrees that it will not record this Lease in any Registry of Deeds or Registry District.

GATEWAY REALTY TRUST

Acer Therapeutics Inc.

BY:

Commonwealth Development LLC,

as Trustee and not individually

By

/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇

By

/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Manager

Name:

▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

Title:

CEO & Founder, duly authorized

4/6/2018

•

Clean and disinfect water fountains

•

Clean directory and signage

•

Clean doors, walls, windows, mullions and metal work

•

Clean hard surface floors

•

Dust horizontal surfaces

•

Empty trash receptacles

•

High dusting (exit signs, light fixtures and air diffusers)

•

Vacuum all carpets and mats

•

Clean mirrors, walls, rest room supply dispensers and toilet partitions.

•

Clean and disinfect countertops, sinks and toilets

•

Empty trash receptacles

•

High dusting (exit signs, light fixtures and air diffusers)

•

Refill rest room supply dispensers

•

Sweep and wash floors

•

Dry mop tile floors

•

Dust open horizontal surfaces

•

Empty trash receptacles

•

High dusting (exit signs, light fixtures and air diffusers)

•

Vacuum all carpets

1.

The sidewalks, entrances, passages, courts, elevators, vestibules, stairways, corridors or halls of the Property shall not be obstructed or encumbered or used for any purpose other than ingress and egress to and from the premises demised to any tenant or occupant.

2.

No awnings or other projections shall be attached to the outside walls or windows of the Building without the prior written consent of Landlord.  No curtains, blinds, shades, or screens shall be attached or hung in, or used in connection with, any window or door of the premises demised to any tenant or occupant, without the prior written consent of Landlord.  Such awnings, projections, curtains, blinds, shades, screens, or other fixtures must be of a quality type, design and color, and attached in a manner, approved by Landlord in writing in advance.

3.

No sign, advertisement, object, notice or other lettering shall be exhibited, inscribed, painted or affixed on any part of the outside or inside of the premises demised to any tenant or occupant of the Building without the prior written consent of Landlord.  Interior signs on doors and directory tables, if any, shall be of a size, color and style approved by Landlord in writing and in advance.

4.

The sashes, sash doors, skylights, windows, and doors that reflect or admit light and air into the halls, passageways or other public places in the Building shall not be covered or obstructed, nor shall any bottles, parcels, or other articles be placed on any window ▇▇▇▇▇.

5.

No show cases or other articles shall be put in front of or affixed to any part of the exterior of the Building, nor placed in the halls, corridors, vestibules or other parts of the Building.

6.

The water and wash closets and other plumbing fixtures shall not be used for any purposes other than those for which they were constructed, and no sweepings, rubbish, rags, or other substances shall be thrown therein.

7.

No tenant or occupant shall ▇▇▇▇, paint, drill into, or in any way deface any part of the Building or the premises demised to such tenant or occupant.  No boring, cutting or stringing of wires shall be permitted, except with the prior written consent of Landlord, and as Landlord may direct.  No tenant or occupant shall install any resilient tile or similar floor covering in the premises demised to such tenant or occupant except in a manner approved by Landlord in writing and in advance.

8.

No bicycles, vehicles, dogs (except for seeing eye dogs and similar animals) or other animals, birds or pets of any kind shall be brought into or kept in or about the premises demised to any tenant.  Bicycles may be stored in racks, if any, furnished for such purpose by Landlord in a common area of the Property.  No cooking shall be done or permitted in the Building by any tenant without the approval of Landlord.  No tenant shall cause or permit any unusual or objectionable odors to emanate from the premises demised to such tenant.

9.

Without the prior written consent of Landlord, no space in the Building shall be used for manufacturing, or for the sale of merchandise, goods or property of any kind at auction.

10.

No tenant shall make, or permit to be made, any unseemly or disturbing noises or disturb or interfere with other tenants or occupants of the Building or neighboring buildings or premises whether by the use of any musical instrument, radio, television set or other audio device, unmusical noise, whistling, singing, or in any other way.  Nothing shall be thrown out of any doors or windows.

11.

Each tenant must, upon the termination of its tenancy, restore to Landlord all keys of stores, storage areas, offices and toilet rooms, either furnished to, or otherwise procured by, such tenant.

12.

All removals from the Building, or the carrying in or out of the Building or the premises demised to any tenant, of any safes, freight, furniture, or bulky matter of any description must take place at such time and in such manner as Landlord or its agents may determine, from time to time.  Landlord reserves the right to inspect all freight to be brought into the Building and to exclude from the Building all freight which violates any of the Building Rules or the provisions of such tenant's lease.

13.

No tenant or occupant shall purchase spring water, ice, food, beverage, lighting maintenance, cleaning towels or other like service, from any company or person not approved by Landlord in writing and in advance, which approval shall not be unreasonably withheld.

14.

Landlord shall have the right to prohibit any advertising by any tenant or occupant which, in Landlord's opinion, tends to impair the reputation of the Building or its desirability as a building for offices, and upon notice from Landlord, such tenant or occupant shall refrain from or discontinue such advertising.

15.

Each tenant, before closing and leaving the premises demised to such tenant at any time, shall see that all entrance doors are locked and windows closed.

16.

Each tenant shall, at its expense, provide artificial light in the premises demised to such tenant for Landlord's agents, contractors, and employees while performing janitorial or other cleaning services and making repairs or alterations in said premises.

17.

No premises shall be used, or permitted to be used, for lodging or sleeping, or for any immoral or illegal purpose.

18.

There shall not be used in the Building, either by any tenant or occupant or by their agents or contractors, in the delivery or receipt of merchandise, freight or other matter, any hand trucks or other means of conveyance except those equipped with rubber tires, rubber side guards and such other safeguards as Landlord may require.

19.

Canvassing, soliciting and peddling in the Building are prohibited and each tenant and occupant shall cooperate in seeking their prevention.

20.

If the premises demised to any tenant become infested with vermin, such tenant, at its sole cost and expense, shall cause its premises to be exterminated from time to time, to the satisfaction of Landlord, and shall employ such exterminators therefor as shall be approved by Landlord in writing and in advance.

21.

No premises shall be used, or permitted to be used, at any time, without the prior written approval of Landlord, as a store for the sale or display of goods, wires or merchandise of any kind, or as a restaurant, shop, booth, bootblack or other stand, or for the conduct of any business or occupation which predominantly involves direct patronage of the general public in the premises demised to such tenant, or for manufacturing or for other similar purpose.

22.

No tenant shall move, or permit to be moved, into or out of the Building or the premises demised to such tenant, any heavy or bulky matter, without the specific approval of Landlord.  If any such matter requires special handling, only a person holding a Master Rigger's license shall be employed to perform such special handling.  No tenant shall place, or permit to be placed, on any part of the floor or floors of the premises demised to such tenant, a load exceeding the floor load per square foot which such floor was designed to carry and which is allowed by law.  Landlord reserves the right to prescribe the weight and position of safes and other heavy matter, which must be placed so as to distribute the weight.

23.

The requirements of tenants will be attended to only upon application at the office of the Building.  Building employees shall not be required to perform, and shall not be requested by any tenant or occupant to perform, any work outside of their regular duties, unless under specific instructions from the office of the managing agent of the Building.

24.

Tenant shall not block access to heating and air conditioning or other equipment or elements of the Building to be maintained by Landlord, whether by the placement of Tenant’s furniture or equipment or otherwise.  In the event such heating and air conditioning or other equipment or element of the Building is blocked by the placement of Tenant’s furniture or equipment or otherwise, Tenant, at Tenant’s expense, shall upon request of Landlord immediately move such equipment.

1.

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Building typical premium 2’ x 4’ LED ambient light fixtures throughout

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One building typical sink and faucet set-up with point of use water heater along with modification to existing countertop and lower cabinets as applicable and necessary related plumbing and electrical.

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Any plumbing, plumbing fixtures and equipment required by Tenant, including, without limitation, any plumbing, plumbing fixtures and equipment related to any kitchen or sink areas.

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Special or dedicated circuits or electrical connections in excess of the number of or of a different type than circuits and receptacles ordinarily provided for standard office space and costs related to the connection of Tenant's computers or other equipment.

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Other than as provided for standard office space, heating, ventilation, air conditioning, humidification or air filtration (“HVAC”) required because of Tenant's processes, at Tenant's election or to meet any other special needs of Tenant.

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Millwork, countertop, cabinetry or shelving.

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Glass and glazing within the Premises.

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Modifications to the building standard construction of partitions, doors and frames, flooring and base, painting, lighting fixtures, convenience outlets, or air diffusers required because of Tenant's processes, the installation of Tenant's equipment, at Tenant's election or to meet any other special needs of Tenant, including, without limitation, walls extending to underside of slab, blocking,

special sound insulation, modified doors, folding or retractable doors, access or raised flooring and any costs related to the foregoing.

•

Tenant's moving and equipment rigging costs.

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2 1/2” wide, 20 gauge metal studs, 24” on center with 1/2” gypsum wall board

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One door, frame and hardware set per 250 square feet of usable space

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Door and Frame Construction:  8'-0” x 3'-0” x 1 3/4” solid core flush wood door with oak veneer faces and hollow metal 16 gauge knock down frames

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Hinges - 4 ea., ▇▇▇▇▇▇▇, F179 Series, 4 1/2 x 4 1/2”, US 26D finish (or comparable)

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Passage Set - 1 ea., Schlage “S” Series Lever handle, US 26D finish (or comparable)

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Door Stop - 1 ea., Ives, floor mounted, #436, US 26D finish (or comparable)

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Silencers - 3 ea., Ives #20

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Closer - where required by code

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Cut Pile Carpet; 30 oz., ▇▇▇▇ Commercial Carpets (or comparable)

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Loop Pile Carpet; 26 oz., Karastan/▇▇▇▇▇▇▇ (or comparable)

•

Vinyl Composition Tile (VCT); 12” x 12” x 1/8” Tarkett “Basics”

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Vinyl Base; 4” vinyl base, cove edge at vinyl flooring, straight edge at carpeted areas, Nafco Supreme (or comparable)

•

Standard ceiling height 8'-3” +/-, subject to existing building systems

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▇▇▇▇▇▇▇▇▇ Fissured Tegular Minatone, 2'x2' lay-in No. L705A

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Walls; primed and 1 coat (flat)

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Frames; primed and 2 coats (semi-gloss)

•

Doors; 3 coats polyurethane

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One fixture per 100 square feet of usable space

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Type of fixture:  Fluorescent 18 cube;  2' x 4' lay in, 3 bulb fluorescent fixture

•

One wall switch per room or 10 ceiling fixtures

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One standard, white or ivory, duplex electrical receptacle as required by code.

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As required to provide 1 CFM per usable square foot.