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<br />DRAFT
<br />1.2 Exhibits. The following exhibits are attached to this Lease and are made part of this Lease:
<br />EXHIBIT A-The Land
<br />EXHIBIT B-Governance Agreement
<br />EXHIBIT C-Building Architectural/Engineering Plans and Specs
<br />EXHIBIT D-Construction Schedule
<br />ARTICLE II. PREMISES, TERM AND USE.
<br />2.1 Leased Premises. Upon the terms, provisions and conditions hereof, and each in consideration of the
<br />duties, covenants and obligations of the other hereunder, Landlord (acting through University of North
<br />Carolina at Chapel Hill) hereby leases to Tenant and Tenant hereby leases from Landlord that certain land
<br />owned by Landlord and located in the Towns of Chapel Hill. and Carrboro, Orange County, North Carolina
<br />and more particularly described on Exhibit A , attached hereto and made a part hereof (the "Land"),
<br />together with all other improvements now or hereafter located thereon (the "Improvements"), and the Land
<br />and Improvements are referred to herein collectively as the "Leased Premises" or the Premises").
<br />TO HAVE AND TO HOLD said Land and Premises, together with all privileges and appurtenances
<br />thereunto belonging, to Tenant, its successors and assigns for the term and upon the conditions hereinafter
<br />set forth, to which Landlord and Tenant hereby agree as follows:
<br />2.2 Term. The initial term of this lease shall be for a period of Thirty (30) years commencing upon
<br />(Commencement Date). -2 Two Yyears before the expiration of the initial term,
<br />Landlord and Tenant shall negotiate the terms for continuation or renewal of the lease. It is acknowledged
<br />by both parties that Landlord only received approval from the Council of State for a Thirty (30) year lease.
<br />However, in recognition of the fact that Tenants will be spending approximately Five Hundred Thousand
<br />Dollars ($500,000) on construction on the !easedpr-eperty Leased Premises and in further recognition that
<br />upon expiration of the term, the Land reverts to Landlord, both parties agree to negotiate such additional
<br />terms as may be appropriate and permissible under the circumstances at that time. Upon expiration and
<br />non-renewal of the lease, Tenant'reserves the right to terminate Landlord's joint use of Tenant's facilities as
<br />provided in Section 6.3.
<br />2.2.1 Ownership of the Improvements: Surrender of Premises. During the term, ownership of the
<br />Improvements constructed by the Tenant shall be in Tenant. Upon the termination of the Lease,
<br />ownership of the Improvements constructed by or on behalf of Tenant shall be in Landlord.
<br />Throughout the Term of this Lease, any liens, encumbrances, mortgages, or claims of third parties
<br />including construction lenders and permanent lenders with respect to any property which may be
<br />deemed owned by the Tenant, including the Improvements and any part thereof, shall be expressly
<br />subordinate and subject to the rights of Landlord.
<br />At the final termination of this Lease and all extensions thereto, Tenant will promptly quit and
<br />surrender the Premises including any Improvements constructed by Tenant in good order,
<br />condition, and repair, ordinary wear and tear and damage by condemnation and casualty excepted.
<br />Within six (6) months of termination hereof, Tenant may remove from the Premises any trade
<br />fixtures, equipment, and moveable furniture placed at the Premises by Tenant, whether or not such
<br />trade fixtures or equipment are fastened to the Premises. Whether or not Tenant is in default,
<br />Tenant will remove such trade fixtures, equipment and furniture as Landlord shall have requested.
<br />Tenant will make reasonable repairs of any damage occasioned by the removal of any trade
<br />fixtures, equipment, and furniture. All trade fixtures, equipment, furniture, inventory, effects, not
<br />so removed will be deemed conclusively to have been abandoned and may be appropriated, sold,
<br />stored, destroyed, or otherwise disposed of by Landlord without notice to Tenant or any other
<br />person and without obligation to account for them.
<br />2.2.2 Lease Year. The term "Lease Year" as used herein shall mean a period of twelve (12) consecutive
<br />full calendar months. The initial Lease Year shall begin on the first day of the first calendar
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