Agenda 05-24-22; 5-a - Public Hearing Regarding Proposed Lease Agreement and Economic Development Incentive Agreement for Well Dot, Inc.

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11 LEASE This lease (the "Lease") is made as of , 2022 by and between Orange County, a political Subdivision of the State of North Carolina ("Landlord")and WELL DOT, Inc. ("Tenant"). In consideration of the reciprocal obligations stated herein, Landlord and Tenant agree as follows: 1. DEFINITIONS. When used in this Lease, the terms listed below shall have the meanings stated in this Section 1. (a) "Building": the office building in which the Rented Space is located. (b) "Commencement Date": the actual date on which the term of this Lease commences, as provided in Section 3 below. (c) "CPI" shall mean the Consumer Price Index— U.S. City Averages for Urban Wage Earners and Clerical Workers—All Items (base year 1982-84=100), published by the United States Bureau of Labor Statistics. (d) "Lease Year": each twelve(12)month period of the Term beginning with the Commencement Date (or anniversary thereof)and ending on the subsequent anniversary of the Commencement Date. The first Lease Year shall begin on the Commencement Date and shall end on the immediately prior to the first anniversary of the Commencement Date. (e) "Leased Premises": the Property, including the Rented Space. (f) "Property": those tracts of land located at 501 W. Franklin Street, 503 W. Franklin Street, and 108 S. Roberson Street in Chapel Hill Township, Orange County, North Carolina, described in Exhibit A attached hereto and incorporated herein, and all improvements situated thereon. (g) "Rentable Square Feet": the useable square feet of any area. (h) "Rented Space": that office space area shown as the cross-hatched area on Exhibit B attached hereto and incorporated herein,which consists of approximately 21,612 Rentable Square Feet and the entirety of each tract of land making up the Property. (i) "Term": the term of this Lease as specified in subsection (a) of Section 3 below. 2. DEMISE. Subject to the terms and conditions stated in this Lease, Landlord hereby leases the Leased Premises to Tenant, and Tenant hereby leases the Leased Premises from Landlord. 3. TERM AND OPTION. (a) Term. The term of this Lease shall commence on the Commencement Date. The term shall terminate at 11:59 P.M. on the date that is one hundred twenty(120)months following the Commencement Date, if not sooner terminated by Landlord pursuant to the terms of this Lease. (b) Option to Renew. Provided the Tenant is not in default of any terms of this Lease beyond the expiration of any applicable notice and cure period, at the end of the initial ten-10 year Lease Term, this Lease may be extended for Two (2)terms of Five (5)years each, commencing at the expiration of the initial (or then current) term with Ninety (90) days prior written notice. See Rent Summary for scheduled rent increases for each Option to Renew. Such Option to Renew must be agreed to in writing by both parties and is subject to the terms of North Carolina General Statute 160A-272. (c) No Reinstatement. No receipt of money by Landlord from Tenant or any other party after the termination of this Lease shall reinstate, continue or extend the Term or affect any notice of termination served on Tenant by Landlord. (d) Option to Purchase. Provided the Tenant is not in default of any terms of this Lease beyond the expiration of any applicable notice and cure period, the Tenant shall have the option to purchase the Property, which option may be exercised on any anniversary date of the Commencement Date annually during the first 120-month term of the Lease. Tenant shall provide written notice to Landlord of its intent to exercise the option to purchase. (i) If the option to purchase is exercised, Landlord (seller) shall convey marketable fee- simple title to the described portion of the Property, and this conveyance shall be subject to no exceptions or Landlord Tenant Initials Initials