Exhibit 10.4

EXCLUSIVE COMMERCIAL PATENT LICENSE AGREEMENT

This Exclusive Commercial Patent License Agreement (this “Agreement”) is between American Science and Technology Corporation, an Illinois corporation (“Licensor”), Ali Manesh, a resident of Illinois (“Principal”) and Meridian Innovations, LLC, a Georgia limited liability company (“Licensee”).

ARTICLE 1

BACKGROUND

ARTICLE 2

DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below:

ARTICLE 3

GRANT

ARTICLE 4

CONSIDERATION AND FINANCIAL OBLIGATIONS

On the Commencement Date, Licensee shall pay to Licensor the sum of Two Hundred Thousand and no/100ths Dollars ($200,000.00) and Parent shall issue 200,000 shares (the “Shares”) of Parent’s restricted voting common stock, par value $0.025 per share (the “First Year License Fee”). Commencing on the first anniversary of the Commencement Date and continuing on the first day of each succeeding month until the end Term, Licensee shall pay to Licensor the sum of Fifty Thousand and no/100ths Dollars ($50,000.00) per month (the “Second Year Monthly License Fee”). Notwithstanding anything to the contrary contained herein, Licensor shall not be permitted to sell any of the Shares until the 180 ^th day after the Shares have been issued to Licensor. Further notwithstanding anything to the contrary contained herein, Licensor shall not be entitled to sell more than Fifty Thousand (50,000) of the Shares during any calendar month of the Term.

ARTICLE 5

CONDITIONS OF GRANT

ARTICLE 6

REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

OF LICENSOR AND PRINCIPAL

ARTICLE 7

REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

OF LICENSEE AND GAURANTOR

ARTICLE 8

BREACH AND TERMINATION

ARTICLE 9

INFRINGEMENT

ARTICLE 10

REPRESENTATIONS AND WARRANTIES OF LICENSEE

ARTICLE 11

GENERAL

(a)             To Licensee:

Meridian Innovations, LLC

One Glenlake Parkway, NE

Suite 900

Atlanta, Georgia 30328

Attn: Jeffrey Cosman

Email: jsc@jscosinc.com

Phone: (724) 799-4305

with a copy (which will not constitute valid delivery to Licensee) to:

Richard J. Dreger, Attorney at Law, P.C.

11660 Alpharetta Highway

Building 700, Suite 730

Roswell, Georgia 30076

Attn: Richard J. Dreger, Esq.

Email: Rick@rdregerlaw.com

Phone: (678) 566-6901

(b)             To Licensor:

American Science and Technology Corporation

1367 W. Chicago Avenue

Chicago, Illinois 60642

Attention: Dr. Ali Manesh, President

Email: am@amsnt.com

Phone: 312-898-3333

and

(c)             To Principal

Ali Manesh

1367 W. Chicago Avenue

Chicago, Illinois 60642

Attention: Dr. Ali Manesh, President

Email: am@amsnt.com

Phone: 312-898-3333

ARTICLE 12

INTELLECTUAL PROPERTY

(See following page for execution signatures)

IN WITNESS WHEREOF , each of the Parties hereto has caused this Agreement to be executed in duplicate originals by its duly authorized officers or representatives.

LICENSOR:

AMERICAN SCIENCE AND TECHNOLOGY CORPORATION,

an Illinois corporation

PRINCIPAL:

LICENSEE:

MERIDIAN INNOVATIONS, LLC,

a Georgia limited liability Licensee

GUARANTEE

Meridian Waste Solutions, Inc. as parent corporation of Licensee and to induce Licensor to enter into the above License Agreement with full authority to execute and deliver this document hereby irrevocably and unconditionally guarantees each and every obligation of Licensee under the above License Agreement including any and all costs, damages, and expenses including legal fees incurred by Licensor in connection with the License Agreement or this guarantee and any modifications or extensions of the License Agreement or this guarantee.

MERIDIAN WASTE SOLUTION, INC.

Exhibit 10.5

commercial lease agreement

TABLE OF CONTENTS

FOR GOOD AND VALUABLE CONSIDERATION , the parties to this Lease agree as follows:

Article One
DEFINED TERMS

As used in this Commercial Lease Agreement (this “ Lease ” ), the terms set forth in this Article One have the following meanings:

1.06       Te rm: An initial term beginning upon January 1, 2018 (the “Commencement Date” ) and continuing through, and including, December 31, 2019, unless terminated earlier pursuant to the provisions of this Lease Agreement.

1.07       Rent: The Rent shall be paid in the form of monthly installments paid in advance of the amounts and form specified below:

A.        On the Commencement Date, Tenant shall pay to Landlord the sum of Three Hundred Thousand and no/100ths Dollars ($300,000.00) and Parent shall issue 300,000 shares (the “Shares”) of Parent’s restricted voting common stock, par value $0.025 per share (the “First Year Rent Amount”). Commencing on the first anniversary of the Commencement Date and continuing on the first day of each succeeding month until the end Term, Tenant shall pay to Landlord the sum of Seventy Five Thousand and no/100ths Dollars ($75,000.00) per month (the “Second Year Monthly Rent Amount”). Notwithstanding anything to the contrary contained herein, Landlord shall not be entitled to sell more than Fifty Thousand (50,000) of the Shares during any calendar month of the Term.

1.08       Rent Commencement Date: Subject to the provisions of this paragraph, the Rent Commencement Date of this Lease shall be the Commencement Date.

1.09       Lease Year: Each year of the Term commencing (i) with respect to the first Lease Year, on the Commencement Date and ending at the expiration of the last day of the 12 ^th full calendar month thereafter, and (ii) with respect to subsequent Lease Years, on the first day immediately following the end of the first Lease Year, and each subsequent annual anniversary thereof, and ending at the expiration of the last day of the 12 ^th full calendar month thereafter.

1.10       Permitted Use: Manufacturing facility and related businesses.

1.12        Securities Act: the Securities Act of 1933, as amended.

1.13       Additional Obligated Party: Ali Manesh

2.01        Lease of Premises for Term. Landlord leases to Tenant and Tenant leases from Landlord for the Term, the Premises, per 1.05 those items set forth on Exhibited A attached hereto and made a part hereof. After the Effective Date, Tenant shall, at Tenant’s sole cost and expense, apply for all necessary certificates, licenses, permits, authorizations, consents and approvals necessary for Tenant to obtain a Certificate of Occupancy to legally occupy the Premises for the Permitted Use . Notwithstanding anything contained within this Lease to the contrary, if by the Commencement Date Tenant is unable to obtain (a) all of the necessary certificates, licenses, permits, authorizations, consents and approvals, or (b) tenant is unable to obtain a Certificate of Occupancy which permits Tenant to occupy and use the Premises for the Permitted Use, or (c) if the Termination provisions of Section 13.01 apply, then Tenant may elect to immediately terminate this Lease upon written notice to Landlord.  Landlord and Tenant acknowledge and agree that if Tenant timely terminates this Lease in accordance with this Section 2.01 , and the parties will have no further rights or obligations hereunder. Notwithstanding anything to the contrary contained herein, the term Equipment shall include any replacement of any existing Equipment provided by or on behalf of Landlord, any additions to the Equipment which cannot be removed without damaging the Equipment or any modifications to the Equipment.

2.02        Holding Over. Upon the expiration of the Term or earlier termination of this Lease, or upon any re-entry of the Premises by Landlord without terminating this Lease pursuant to the terms hereof, Tenant, at Tenant’s sole cost and expense, shall peacefully vacate and surrender the Premises to Landlord in good order, broom clean and in the same condition as at the beginning of the Term or as the Premises may thereafter have been improved by Landlord or Tenant (provided that Tenant’s improvements were made with Landlord’s consent without the condition that such improvements be removed upon surrender), reasonable use and ordinary wear and tear thereof and repairs which are Landlord’s obligations under this Lease excepted, and also excepting loss by fire and other insured casualty and loss or damage caused by the negligent act or willful misconduct of Landlord, and Tenant shall remove all of Tenant’s property and turn over all keys for the Premises to Landlord. Should Tenant continue to hold the Premises after the expiration of the Term or earlier termination of this Lease, such holding over, unless otherwise agreed to by Landlord in writing, shall constitute and be construed as a tenancy at sufferance at monthly installments of Rent in cash equal to one hundred fifty percent (150%) of the monthly portion of Rent in effect as of the date of such expiration or earlier termination (including the payment of taxes and maintenance of insurance) subject to any right to extend the term of this Lease. Tenant shall also be liable to Landlord for all actual damages (which shall not include any consequential damages) which Landlord suffers because of any holding over by Tenant, and Tenant shall indemnify Landlord against all claims made by any other tenant or prospective tenant against Landlord resulting from delay by Landlord in delivering possession of the Premises to such other tenant or prospective tenant. The provisions of this Article 2.02 shall survive the expiration of the Term or earlier termination of this Lease.

ARTICLE Three
RENT

3.01        Rent shall be paid in accordance with the terms and provisions of this Lease without notice, demand, offset or deduction to Landlord’s address or to such other address within the continental United States of America as directed by Landlord. All past due installments of Rent shall bear interest at rate of 10% per annum from the due date until paid.

3.02        Landlord, Tenant and Parent agree and acknowledge that the Shares may not be sold or transferred unless  (i) the Shares are sold pursuant to an effective registration statement under the Securities Act, or (ii) the Purchaser or its transfer agent shall have been furnished with an opinion of  counsel selected by Holder, and Tenant agrees to pay all reasonable attorneys’ fees and expenses related thereto (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions), to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration or (iii) such shares are sold or transferred pursuant to Rule 144 under the Securities Act (or a successor rule) (“Rule 144”) or (iv) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Sellers who agree to sell or otherwise transfer the shares only in accordance with this Section 3.03.  Until such time as the shares of class A common stock of Parent underlying the Purchase Price Shares have been registered under the Securities Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for any of the Shares that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate:

“ NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.  NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

ARTICLE Four

TAXES

4.01        Payment by Tenant. Landlord shall provide Tenant with a copy of the personal and real property ad valorem tax statement received by Landlord for the Premises and any personal property or fixtures located at the Premises promptly upon receipt of same. If penalties or late charges are incurred on account of Landlord’s failure to provide Tenant a copy of the ad valorem tax statement Landlord shall be responsible for the cost of any penalties or late charges. Subject to the foregoing, Tenant shall pay before they become delinquent the real estate taxes on the Premises during the Term. Tenant shall furnish to Landlord official receipts of the appropriate taxing authority or other evidence, satisfactory to Landlord, reflecting payment thereof. Any tax payment by Tenant relating to partial calendar years of the Term shall be prorated accordingly and Tenant shall only be obligated to pay such prorated amount for such partial calendar years of the Term. In the event Tenant shall fail to pay such taxes prior to their due date, Landlord may, in its sole discretion, and in addition to and not to the exclusion of any other remedies available to it, pay such taxes and any interest and penalties arising thereon, whereupon Tenant shall immediately reimburse Landlord such amounts together with interest thereon at the rate of 18% per annum.

4.02       Tenant’s Right to Contest Taxes. Tenant may, at its sole cost and expense, in its own name and/or in the name of the Landlord, dispute and contest any “ taxes ” by appropriate proceedings diligently conducted in good faith, provided 110% of the disputed tax amount are escrowed in full with an agent acceptable to Landlord to be applied to the payment of said taxes and any related charges if Tenant’s contest is unsuccessful. Tenant further agrees to pay to Landlord upon demand all court costs, interest, penalties and other liabilities, including reasonable attorneys’ fees relating to such proceedings. Landlord shall, at Tenant’s expense, cooperate and provide assistance to Tenant in its efforts to dispute or contest any taxes.

article five
INSURANCE AND INDEMNITY

5.01       Property Insurance. During the Term, Tenant shall, at Tenant’s expense, maintain policies of insurance on all-risk extended coverage basis (including coverage against fire, wind, tornado, vandalism, malicious mischief, water damage and sprinkler leakage) covering the Premises and all improvements and alterations in the Premises and all fixtures, equipment, and personal items located in the Premises, in an amount not less than one hundred percent (100%) of full replacement cost thereof and to include loss rent coverage. Such policy will be written in the names of Tenant, Landlord, and any other parties reasonably designated by Landlord from time to time, as their respective interests may appear. Tenant shall provide Landlord with a copy of the insurance premium invoice from the insurer, proof of payment thereof and a copy of the insurance policy. The policy must contain a provision that prohibits cancellation or modification of the policy except upon 30 days’ prior written notice to Landlord and the insurers certificated of the same shall be provided to Landlord.

5.02         Liability Insurance. During the Term, Tenant shall maintain general comprehensive public liability insurance covering the Premises and Tenant’s use thereof against claims for personal or bodily injury or death or property damage occurring upon, in or about the Premises (including contractual, indemnity and liability coverage to cover Tenant’s indemnities set forth herein), such insurance to insure both Tenant and, as additional named insureds, Landlord and its subsidiaries, directors, agents and employees and the property manager, and to afford protection to the limit of not less than $1,000,000.00 for each occurrence and $2,000,000.00 combined single limit, on an occurrence basis, in respect to injury or death to any number of persons and broad form property damage arising out of any one occurrence, operations hazard, owner’s protective coverage, contractual liability, with a cross liability clause and a severability of interests clause to cover Tenant’s indemnities set forth herein, with a deductible reasonably acceptable to Landlord. This insurance coverage shall extend to any liability of Tenant arising out of the indemnities provided for in this Lease. Tenant shall also maintain a $5,000,000 commercial general liability umbrella, such insurance to insure both Tenant and, as additional named insureds, Landlord and its subsidiaries, directors, agents and employees and the property manager. The policies must contain a provision that prohibits cancellation or modification of the policy except upon 30 days’ prior written notice to Landlord. Tenant shall deliver a copy of the policy and Certificate (and each renewal) to Landlord prior to the Commencement Date and prior to the expiration of the policy during the Term.

5.03        Workers Compensation Insurance. Worker’s compensation insurance insuring against and satisfying Tenant’s obligations and liabilities under the worker’s compensation laws of the State of Wisconsin.

5.04         Employers Liability Insurance. Employer’s liability insurance in an amount not less than $1,000,000.00.

5.05         Builder’s Risk Insurance. Tenant will carry and maintain Builder’s Risk insurance on an “All Risk” basis (including collapse) on a completed value (non-reporting) form for full replacement value covering all work performed by Tenant incorporated in the Premises and all materials and equipment in or about the Premises.

5.06         Other Insurance. Any other form or forms of insurance or any changes or endorsements to the insurance required herein as Landlord, or any mortgagee or lessor of Landlord may reasonably require from time to time in form or in amount.

5.07         General Insurance Requirements. All such insurance will be issued and underwritten by companies reasonably acceptable to Landlord and will contain endorsements that (a) such insurance may not lapse with respect to Landlord, Landlord’s lender or property manager or be canceled or amended with respect to Landlord, Landlord’s lender or property manager without the insurance company giving Landlord, Landlord’s lender and property manager at least thirty (30) days prior written notice of such lapse, cancellation or amendment, (b) Tenant will be solely responsible for payment of premiums, (c) Tenant's insurance is primary in the event of overlapping coverage which may be carried by Landlord. In the event it is the norm for other landlords of other similarly situated retail buildings of comparable age, quality and size in the greater Wausau metropolitan area to customarily require their tenants or occupants to obtain insurance having coverage limits in excess of those described herein or to carry insurance policies in addition to those described herein for similarly situated retail operations, Tenant shall, upon written notice from Landlord, increase the coverage limits to an amount equal to such limits, and obtain and maintain such additional insurance policies, as may be described in Landlord's notice. Tenant shall deliver to Landlord duly executed originals of the certificates of such insurance evidencing in-force coverage on or before the Commencement Date. Further, Tenant shall deliver to Landlord renewals thereof at least thirty (30) days prior to the expiration of the respective policy terms. If Tenant fails to maintain any policy in accordance with this Article, Landlord may, in its sole discretion, and in addition to and not to the exclusion of any other remedies available to it, purchase a policy acceptable to it, whereupon Tenant shall immediately reimburse Landlord any premiums paid for such policy along with interest thereon at the rate of ten percent (10%) per annum as additional Rent.

5.08         Indemnity. Landlord shall not be liable to Tenant or to Tenant’s employees, agents, invitees or visitors, or to any other person, for any injury to persons or damage to property on or about the Premises or any adjacent area owned by Landlord during the term of this lease other than that caused by the misconduct of Landlord or Landlord’s employees or agents. Tenant hereby agrees to indemnify and hold Landlord harmless from any loss, expense or claims arising out of such damage or injury. Tenant shall not be liable for any injury or damage caused by the misconduct of Landlord, or Landlord’s employees or agents, and Landlord agrees to indemnify and hold Tenant harmless from any loss, expense or damage arising out of such damage or injury.

5.09         Hazardous Activities. Tenant shall not conduct or permit to be conducted in the Premises any activity, or place any equipment in or about the Premises, which will invalidate the insurance coverage in effect or increase the rate of casualty insurance or other insurance on the Premises, and Tenant shall comply with all customary requirements and regulations of Landlord’s casualty and liability insurer. If any invalidation of coverage or increase in the rate of casualty insurance or other insurance occurs or is threatened by any insurance company due to any act or emission by Tenant, or its agents, employees, representatives, or contractors, such statement or threat shall be conclusive evidence that the increase in such rate is due to the act of Tenant or the contents or equipment in or about the Premises, and, as a result thereof, Tenant shall be liable for such increase and such amount shall be considered additional Rent payable with the next monthly installment of Rent due under this Lease.

5.10       Waiver of Subrogation . Notwithstanding anything to the contrary contained in this Lease, e ach party to this Lease waives any and every claim that arises or may arise in its favor against the other party during the Term for any and all loss of, or damage to, any of its property located within or upon, or constituting a part of, the Premises, to the extent the loss or damage is covered by and recoverable under valid and collectible insurance policies. These mutual waivers are in addition to, and not in limitation or derogation of, any other waiver or release contained in this Lease with respect to any loss of, or damage to, property of the parties. Inasmuch as these mutual waivers will preclude the assignment of any aforesaid claim by way of subrogation or otherwise to an insurance company (or any other person), each party hereby agrees to give immediately to each insurance company (that has issued an insurance policy to such party) written notice of the terms of such mutual waivers, and to cause such policies to be properly endorsed to prevent the invalidation of the insurance coverage by reason of these waivers.

article six
USE OF PREMISES

6.01        Permitted Use. The Premises shall be used only for the Permitted Use, and for no other purposes whatsoever. Tenant shall be responsible for determining whether such use is lawful and shall use and maintain the Premises in a clean, careful, safe, lawful and proper manner and shall not allow within the Premises, any offensive noise, odor, conduct or private or public nuisance or permit Tenant’s employees, agents, licensees or invitees to create a public or private nuisance or act in a disorderly manner within the Premises, it being agreed that the normal noise and odor associated with the Permitted Use shall not be considered offensive.

6 .02             Compliance with Laws. Tenant shall, at Tenant's sole expense: (a) comply with all laws, orders, ordinances, and regulations of federal, state, county, and municipal authorities having jurisdiction over the Premises, the Americans with Disabilities Act and any similar law enacted by the state in which the Premises is located and the making of any alterations to the Premises required thereby; (b) comply with any directive, order or citation made pursuant to law by any public officer requiring abatement of any nuisance caused by the activities of Tenant or which imposes upon Landlord or Tenant any duty or obligation arising from conditions which have been created by or at the request or insistence of Tenant, or required by reason of a breach of any of Tenant's obligations hereunder or by or through other fault of Tenant it’s officers, directors, employees agents invitees, other related parties or (c) comply with the provisions of any covenants, conditions or restrictions applicable to the Premises; and (d) indemnify and hold Landlord harmless from any loss, cost or claim or expenses which Landlord incurs or suffers directly as a result of Tenant's failure to comply with its obligations under clauses (a), (b), or (c), above. If Tenant receives notice of any such directive, order citation or of any violation of any law, order, ordinance, regulation or any covenant, condition or restriction, Tenant shall promptly notify Landlord in writing of such alleged violation and furnish Landlord with a copy of such notice. Any improvements made hereunder shall be made in accordance with Article 6.02 of this Lease.

6.03       Signs. If allowed under applicable law, Tenant is entitled to erect signs on and about the Premises advertising Tenant’s business and is entitled to place the same (other than billboards), upon the Premises or on the Premises, including on the exterior of the building or other improvements on the Premises. Any signs installed by Tenant must conform with applicable laws and deed restrictions on the Premises and shall not, in Landlord’s reasonable opinion, be offensive. For purposes of this subparagraph, the parties agree that Tenant’s name, Parent’s name, the name of any subsidiary of Parent or the name “Attis”. or any variations of the foregoing, or any use of the words “bio-refinery” or “lignin”, or any variations thereof, are not offensive. Tenant must remove all signs, at the expiration or termination of this Lease and must repair any damage and close any holes caused by the removal.

6.04        Utility Services. Tenant shall pay the cost of all utility services for the Premises, including but not limited to initial connection charges, all deposits, all charges for gas, water, sewerage, storm water disposal, communications and electricity used on the Premises directly to the utility provider before such charges become delinquent. Additionally, Tenant shall replace all electric lights, lamps and tubes located on the Premises. In the event Tenant shall fail to timely pay such utilities, Landlord shall have the right, but not the obligation, to pay same, whereupon, Tenant shall reimburse Landlord for such payment as additional Rent.

6.05             Landlord’s Access. Landlord and Landlord’s Agents shall have the right to enter the Premises during normal business hours and upon reasonable prior notice (or, in the event of an emergency or at any time that an event of default on the part of Tenant is outstanding, at any hour and without notice) for any reasonable purpose, including, without limitation, the following purposes: (a) to exhibit the same to present or prospective mortgagees, lessors or purchasers during the Term and to prospective tenants during the last six (6) months of the Term; (b) to inspect the Premises; (c) to confirm that Tenant is complying with all of Tenant's covenants and obligations under this Lease; (d) to make repairs required of Landlord under the terms of this Lease; (e) to erect and maintain signs on or about the Premises advertising the Premises for sale; (f) to repair and service utility lines or other components of the Premises; or (g) during the last six (6) months of the Term to erect and maintain signs on or about the Premises advertising the Premises for lease. Landlord shall not be liable to Tenant for the exercise of Landlord's rights under this Section 6.05 other than for Landlord’s gross negligence or willful misconduct and Tenant hereby waives any claims for damages for any injury, inconvenience or interference with Tenant's business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss occasioned thereby.

6.06        Possession. If Tenant pays the Rent, properly maintains the Premises, and complies with all other terms of this Lease, Tenant may occupy and enjoy the Premises for the full Term, subject to the provisions of this Lease.

ARTICLE Seven
PROPERTY CONDITION, MAINTENANCE, REPAIRS AND ALTERATIONS

7.01        Maintenance and Repair. Except as otherwise provided in this Lease, Landlord will be under no obligation to perform any repair, maintenance or management service in the Premises. Tenant shall be fully responsible, at Tenant’s expense, for all repair, maintenance and management services other than for any latent defects in the Premises and those that are expressly assumed by Landlord.

A.       Landlord’s Obligations.

(1)        Subject to the express provisions of this paragraph, Landlord shall be responsible for all underground utilities including, without limitation, storm drainage lines, water lines and electrical lines, up to the point where such utilities and lines enter the Premises. Notwithstanding the foregoing, Landlord shall not be required to repair or maintain any sewer or septic lines, it being expressly agreed upon by the parties that all repair and maintenance obligations for such lines shall lie solely with Tenant. Landlord will not be obligated to maintain or repair windows, doors, overhead doors, door openers, loading docks, plate glass or the surfaces of walls. In addition, Landlord will not be obligated to make any repairs under this Section until ten (10) days after receipt of written notice from Tenant of the need for repairs. If any repairs are required to be made by Landlord, Tenant shall, at Tenant’s sole cost and expense, promptly remove Tenant’s furnishings, fixtures, inventory, equipment and other property, to the extent required to enable Landlord to make repairs.

(2)        Landlord represents and warrants that the Equipment, Fixtures and HVAC system are in good working order, condition and repair on the Commencement Date, subject to normal wear and tear. Landlord represents and warrants that the Premises is zoned properly for the Permitted Use.

(3)        Landlord represents and warrants that the roof of the Premises is in good condition and repair on the Commencement Date, subject to normal wear and tear.

B.       Tenant’s Obligations.

(1)        Subject to the provisions of Section 7.01A , Article Eight (Damage or Destruction) and Article Nine (Condemnation), Tenant shall, at all times, keep all other portions of the Premises in good order, condition and repair, ordinary wear and tear excepted, including but not limited to maintenance, repairs and all necessary replacements of the windows, plate glass, doors, overhead doors, door openers, crane systems, heating system, ventilating equipment, air conditioning equipment, electrical and lighting systems, air compressors and lines, fire protection sprinkler system, interior and exterior plumbing, sewer and septic lines, the interior of the Premises in general, pest control and extermination, down spouts, gutters, paving, paint booths, wash bays, and all other repairs maintenance and replacements that Landlord has not agreed to, including the exterior of the Premises care of landscaping and regular mowing of grass, together with ice and snow removal as appropriate to all parts of the Premises. If Tenant fails to maintain and repair the Premises as required by this Section, Landlord may, in addition to, but not to the exclusion of any other remedy provided herein, at its sole discretion, enter the Premises and perform the maintenance or repair on behalf of Tenant and Tenant shall pay Landlord, as additional Rent, immediately, upon demand for all costs incurred in performing the maintenance or repair, together with interest thereon at the rate of ten percent (10%) per annum, however Landlord shall have no duty to do so..

(2)        Tenant shall, at Tenant’s own cost and expense, be responsible for maintaining all refrigeration, heating, ventilating, and air conditioning systems and equipment within the Premises.

(3)        Tenant shall maintain all landscaping at the Premises, including, without limitation, mowing grass, trimming shrubbery, fertilizing, weed control and undertaking actions deemed reasonably necessary by Tenant to properly maintain the health and appearance of all landscaping at the Premises and to comply with all applicable laws and regulations.

7.02        Alterations, Additions and Other Improvements. Tenant may not make any other structural alterations to the Premises or create any other openings in the roof or exterior walls of the Premises without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. Landlord’s consent shall not be required for non-structural alterations, additions or improvements. Landlord’s consent shall be required for future structural alterations, additions or improvements, provided, however, that Landlord shall not unreasonably withhold such consent. Tenant shall keep the Premises and Landlord’s interest therein free from any liens arising from any work performed, materials furnished, or obligations incurred by, or on behalf of, Tenant. Notice is hereby given that neither Landlord nor any mortgagee or lessor of Landlord shall be liable for any labor or materials furnished to Tenant except as furnished to Tenant by Landlord pursuant to this Lease. At the expiration or termination of this Lease, Tenant may, subject to the restrictions of Section 7.03 below, remove all items installed by Tenant except for any HVAC equipment, provided that Tenant repairs, at the time of removal of the items, in a good and workmanlike manner, any damage caused by the installation or removal. Except as otherwise specified in this Lease, Tenant shall pay for all costs incurred or arising out of alterations, additions or improvements in or to the Premises.

7.03        Condition upon Termination. Upon the expiration or termination of this Lease, Tenant shall surrender the Premises to Landlord broom clean and in good condition, except for ordinary wear and tear that Tenant is not otherwise obligated to remedy under any provision of this Lease. Tenant will not be obligated to repair any damage that Landlord is required to repair under Article Seven (Property Condition) or Article Eight (Damage or Destruction). All leasehold improvements, alterations and other physical additions made to or installed by or for Tenant in the Premises shall be and remain Landlord’s property (except for Tenant’s furniture, personal property, and movable trade fixtures) and shall not be removed without Landlord’s written consent. Tenant agrees to remove, at its sole cost and expense, all of Tenant’s furniture, personal property, and fixtures, and, if directed to or permitted to do so by Landlord in writing (including, without limitation, paint booths(provided however, Tenant shall cap the venting of the paint booths and shall not be required to perform any concrete work related to the removal of the paint booths), all cabling and wiring for computer systems, telephones and the like whether located above the finished ceiling or underneath the floor), on or before the expiration of the Term or any earlier date of termination of this Lease; provided, however, when Tenant submits to Landlord Tenant’s proposed alterations for Landlord’s consent, Landlord will indicate at the time of rendering its consent thereto (if provided) as to whether such alterations would be required to be removed at the expiration of the Term, and if Landlord consents to such alterations and to Tenant’s request not to remove same upon the expiration of the Term, then Tenant shall not later be required to remove same. Tenant shall repair, or promptly reimburse Landlord for the cost of repairing all damage done to the Premises or the Building by such removal, including, without limitation, repairing of any damage or holes to the walls, ceiling or roof of the Building. Any leasehold improvements, alterations or physical additions made by or on behalf of Tenant which Landlord does not direct or permit Tenant to remove at any time during or at the end of the Term shall become the property of Landlord at the end of the Term without any payment to Tenant. If Tenant fails to remove any of Tenant’s furniture, personal property or movable trade fixtures by the expiration of the Term or any sooner date of termination of the Lease or, if Tenant fails to remove any leasehold improvements, alterations and other physical additions made by or on behalf of Tenant to the Premises which Landlord has in writing directed Tenant to remove (including without limitation, all cabling and wiring for computer systems, telephones and the like whether located above the finished ceiling or underneath the floor), Landlord shall have the right, on the tenth (10th) business day after Landlord’s delivery of written notice to Tenant to deem such property abandoned by Tenant and to remove, store, sell, discard or otherwise deal with or dispose of such abandoned property in a commercially reasonable manner. Tenant shall be liable for all costs of such removal, storage, sale, discarding or other dealing or disposition of Tenant’s abandoned property, and Landlord shall have no liability to Tenant in any respect regarding such property of Tenant. The provisions of this Section 7.03 shall survive the expiration or any earlier termination of this Lease.

ARTICLE Eight
DAMAGE OR DESTRUCTION

8.01        Notice. If any buildings or other improvements situated on the Premises are damaged or destroyed by fire, flood, windstorm, tornado or other casualty, Tenant shall promptly give written notice of the damage or destruction to Landlord.

8.02        Partial Damage. In the event of partial destruction or damage to the Premises which is not subject to Section 8.03, or which is subject to Section 8.03 but the applicable party (or parties) does not elect to terminate the Lease, which partial destruction or damage renders the Premises partially but not wholly untenantable, this Lease shall not terminate and Rent shall be abated in proportion to the area of the Premises which, in Landlord's and Tenant’s reasonable opinion, cannot be used or occupied by Tenant as a result of such casualty. Landlord shall in such event, within a reasonable time after the date of such destruction or damage, subject to force majeure, to delays caused by Tenant, its agents, employees, representatives, contractors, successors, assigns, or licensees, and to the extent and availability of insurance proceeds, restore the Premises to substantially the same condition as existed prior to such partial damage or destruction. If Landlord fails to complete restore the Premises to substantially the same condition as existed prior to such partial damage or destruction within 210 days of the date Landlord receives all insurance proceeds available for such work from insurance policies for which Tenant is required to maintain under this Lease, then Tenant may elect to terminate this Lease upon written notice to Landlord.  Landlord and Tenant acknowledge and agree that if Tenant terminates this Lease, Landlord shall within 10 days thereafter return to Tenant any prepaid Rent received by Landlord from Tenant, and the parties will have no further rights or obligations hereunder. If the casualty occurs during the final 12 months of the initial or any Renewal Term, Landlord will not be required to rebuild or repair the damage, Landlord may, at Landlord’s option, terminate this Lease by promptly delivering a written termination notice to Tenant, in which event the Rent will be abated for the unexpired portion of the Term, effective on the date of receipt by Landlord of the written notification of the damage. Subject to the provisions of this paragraph, to the extent the Premises cannot be occupied (in whole or in part) after the casualty, the Rent payable under this Lease during the period the Premises cannot be fully occupied will be adjusted equitably. Notwithstanding the foregoing, i n no event shall Rent abate or shall any termination occur if damage to or destruction of the Premises the result of the negligence or willful act of Tenant, or Tenant's agents, employees, representatives, contractors, invitees, successors, assigns, or licensees.

8.03             Substantial or Total Destruction. If the Premises or any portion thereof is damaged or destroyed by any casualty against which Tenant is required to be insured hereunder, and if, in Landlord's reasonable opinion, the Premises cannot be rebuilt or made fit for Tenant's purposes within one hundred eighty (180) days after the date of such damage or destruction, or if the proceeds from the insurance Tenant is required to maintain hereunder (or the amount of proceeds which would be available if the nonterminating party were carrying the insurance required of such party hereunder) are not made available to Landlord by Landlord’s lender or are insufficient to repair such damage or destruction, then either Landlord or Tenant shall have the right, at the option of either party, to terminate this Lease by giving the other written notice within sixty (60) days after such damage or destruction. If neither party terminates this Lease, Landlord shall proceed with reasonable diligence, subject to force majeure, delays caused by Tenant, its agents, employees, representatives, contractors, successors, assigns, or licensees, and to the extent and availability of insurance proceeds, to rebuild and repair the building and other improvements to substantially the condition they were in before the damage. . If Landlord fails to complete restore the Premises to substantially the same condition as existed prior to such partial damage or destruction within 210 days of the date Landlord receives all insurance proceeds available for such work from insurance policies for which Tenant is required to maintain under this Lease, then Tenant may elect to terminate this Lease upon written notice to Landlord.  Landlord and Tenant acknowledge and agree that if Tenant terminates this Lease, Landlord shall within 10 days thereafter return to Tenant any prepaid Rent received by Landlord from Tenant, and the parties will have no further rights or obligations hereunder. If the casualty occurs during the final 12 months of the initial or any Renewal Term, Landlord will not be required to rebuild or repair the damage and, Landlord may, at Landlord’s option, terminate this Lease by promptly delivering a written termination notice to Tenant, in which event, subject to the provisoins of this paragraph, the Rent will be abated for the unexpired portion of the Term, effective on the date of receipt by Landlord of the written notification of the damage. Subject to the provisions of this paragraph, to the extent the Premises cannot be occupied (in whole or in part) after the casualty, the Rent payable under this Lease during the period the Premises cannot be fully occupied will be adjusted equitably. Notwithstanding the foregoing, in no event shall Rent abate or shall any termination occur if damage to or destruction of the Premises the result of the negligence or willful act of Tenant, or Tenant's agents, employees, representatives, contractors, successors, assigns, or licensees.

8.04         Landlord’s Liability. Landlord shall have no liability to Tenant for inconvenience, loss of business, or annoyance arising from any repair of any portion of the Premises under this Article. If Landlord is required by this Lease or by any mortgagee or lessor of Landlord to repair or if Landlord undertakes to repair, Tenant shall pay to Landlord that amount of Tenant's insurance proceeds (or the amount which would have been received by Tenant if Tenant was carrying the insurance required by this Lease) which insures such damage that Landlord is obligated to repair as a contribution towards such repair, together with any deductible amount applicable thereto, and Landlord shall use reasonable efforts to have such repairs made promptly and in a manner which will not unnecessarily interfere with Tenant's occupancy. In the event that Tenant collects any insurance proceeds (or would have the right to collect such proceeds if Tenant had been carrying the insurance policies required by this Lease) on account of damage or destruction to the leasehold improvements, together with any deductible amount applicable thereto and such leasehold improvements are not restored or repaired, either in whole or in part, then Tenant shall pay to Landlord an equitable portion of such insurance proceeds (or those that would have been payable to Tenant had it been carrying the insurance policies required by this Lease) together with any deductible amount applicable thereto which were not expended on the restoration of the Premises, based on the ratio between the amount that Tenant expended in connection with such leasehold improvements and the amount contributed by Landlord thereto pursuant to the other terms hereof. The terms of the foregoing sentence shall survive the termination or expiration of the Term of this Lease.

8.05       Rent after Damage or Destruction. In the event of termination of this Lease pursuant to this Article 8, then to the extent this Article allows for rent abatement, all Rent shall be apportioned and paid to the date on which possession is relinquished or the date of such damage, whichever last occurs, and Tenant shall immediately vacate the Premises according to such notice of termination; provided, however, that those provisions of this Lease which are designated to cover matters of termination and the period thereafter shall survive the termination hereof.

ARTICLE Nine
CONDEMNATION

9.01         Substantial Condemnation . In the event the whole or substantially the whole of the Premises are taken or condemned by eminent domain or by any conveyance in lieu thereof (such taking, condemnation or conveyance in lieu thereof being hereinafter referred to as “condemnation”), the Term shall cease and this Lease shall terminate on the earlier of the date the condemning authority takes possession or the date title vests in the condemning authority. In the event that all or substantially all of the Premises is temporarily taken by eminent domain and such taking causes all or a substantial portion of the Premises to be unusable by Tenant for a period of one hundred eighty (180) consecutive days for the uses permitted hereunder in which Tenant was engaged at the Premises immediately prior to such temporary taking, and Tenant or Landlord, as the case may be, shows such fact to the other party to a degree of certainty reasonably acceptable to such other party, either Landlord or Tenant may terminate this Lease by delivering written notice thereof to the other within ten (10) business days after the taking, condemnation or sale in lieu thereof.

9.02        Partial Condemnation . In the event any portion of the Premises shall be taken by, which taking, in Landlord’s or Tenant’s reasonable and good faith judgment, is such that the Premises cannot be restored in an economically feasible manner (including, without limitation, Landlord’s lender not granting Landlord access to the compensation awarded) for the uses permitted hereunder in which Tenant was engaged at the Premises immediately prior to such temporary taking, then Landlord or Tenant shall have the right to terminate this Lease by delivering written notice thereof to the other within ten (10) business days after the taking, condemnation or sale in lieu thereof.

9.03       Rent after Condemnation. In the event of termination of this Lease pursuant to the provisions of Sections 9.01 or 9.02 , the Rent shall be apportioned as of such date of termination; provided, however, that those provisions of this Lease which are designated to cover matters of termination and the period thereafter shall survive the termination hereof.

9.04         Condemnation Awards . All compensation awarded or paid upon a condemnation of any portion of the Premises shall belong to and be the property of Landlord without participation by Tenant. Nothing herein shall be construed, however, to preclude Tenant from prosecuting any claim directly against the condemning authority for its Leasehold interest in the Premises, loss of business, loss of good will, moving expenses, damage to, and cost of removal of, trade fixtures, furniture and other personal property belonging to Tenant; provided, however, that Tenant shall make no claim which shall diminish or adversely affect any award claimed or received by Landlord.

ARTICLE Ten
ASSIGNMENT AND SUBLETTING

10.01        Tenant may not assign this Lease or sublet the Premises or any portion thereof, without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Tenant is entitled to sublease portions of the Premises to rental car companies and insurance companies in connection with Tenant’s business, without the consent of Landlord. No acceptance by Landlord of any Rent or any other sum of money from any assignee, subtenant or other transferee shall be deemed to constitute Landlord’s consent to any assignment, sublease, mortgage, pledge, encumbrance or other transfer. Tenant acknowledges and agrees that any consent by Landlord pursuant to this Article 10 shall not be deemed to be a consent to any subsequent assignment, sublease, mortgage, pledge, encumbrance or any other agreement or other action to which Landlord’s consent is required, whether or not such consent by Landlord shall expressly limit the application thereof to the consent then being given. Any attempted assignment, mortgage, pledge, encumbrance or other transfer or sublease by Tenant in violation of the terms and provisions of this Article 10 shall be void and shall constitute a material breach of this Lease. In no event shall any assignment, subletting, mortgage, pledge, encumbrance or other transfer, whether or not with Landlord’s consent, relieve the transferring Tenant of its primary liability under this Lease for the entire Term, and such Tenant shall in no way be released from the full and complete performance of all the terms hereof. Any assignment or subletting will be expressly subject to all terms and provisions of this Lease. Tenant shall not assign Tenant’s rights under this Lease or sublet the Premises without first obtaining a written agreement from the assignee or sublessee whereby the assignee or sublessee agrees to assume the obligations of Tenant under this Lease and to be bound by the terms of this Lease jointly and severally with Tenant. If an event of default occurs while the Premises is assigned or sublet, Landlord may, at Landlord’s option, in addition to any other remedies provided in this Lease or by law, collect directly from the assignee or subtenant all rents becoming due under the terms of the assignment or subletting and apply the rent against any sums due to Landlord under this Lease. Notwithstanding the foregoing, and for the avoidance of doubt, Landlord’s consent shall not be required with respect to (a) any assignment of this Lease or sublease or all of any part of the Premises to a direct or indirect parent, subsidiary, affiliate or similarly related entity, (b) a merger, acquisition, or consolidation involving Tenant or any direct or indirect parent or affiliate of Tenant regardless of whether Tenant or such parent or affiliate is the surviving entity, or (c) any assignment of this Lease in connection with the sale of all or substantially all of the assets of Tenant. An “ affiliate ” is defined as any entity controlled by Tenant, that controls Tenant, or that is under common control with Tenant.

ARTICLE Eleven
DEFAULT AND REMEDIES

11.01        Default . Each of the following events is an event of default under this Lease:

A.        Failure of Parent and/or Tenant to pay any installment of the Rent when due. Failure Parent and/or Tenant to pay any other sum payable to Landlord under this Lease where such failure continues for a period of five (5) days after Tenant’s receipt of Landlord’s written notice of such failure.

B.        Failure of Tenant to comply with any term, condition or covenant of this Lease, other than the payment of Rent or other sum of money, and the continuance of that failure for a period of 30 days after Landlord delivers written notice of the failure to Tenant (or other longer period of time if reasonably required to cure such failure);

C.        If Tenant (i) cannot meet its obligations as they become due, (ii) becomes or is declared insolvent according to any law, (iii) makes a transfer in fraud of creditors according to any applicable law, (iv) assigns or conveys all or a substantial portion of its property for the benefit of creditors or (v) files a petition for relief under the Federal Bankruptcy Code or any other present or future federal or state insolvency, bankruptcy or similar law (collectively, “applicable bankruptcy law”); a receiver or trustee is appointed for Tenant or its property, the interest of Tenant under this Lease is levied on under execution or under other legal process; any involuntary petition is filed against Tenant under applicable bankruptcy law, or any action is taken to reorganize or modify Tenant’s capital structure (provided that no such levy, execution, legal process or petition filed against Tenant shall constitute a breach of this Lease if Tenant shall vigorously contest the same by appropriate proceedings and shall remove or vacate the same within ninety (90) days from the date of its creation, service or filing).

D.        If Tenant dissolves or liquidates or otherwise fails to maintain its corporate structure.

E.        The abandonment or vacating of the Premises by Tenant, which shall be conclusively presumed if, for any two or more consecutive weeks after the Commencement Date, Tenant fails to maintain staff at the Premises for at least thirty (30) hours per week, unless the Premises shall be uninhabitable due to damage or partial or complete destruction or condemnation of the Premises.

11.02       Remedies. Upon the occurrence of any default by Tenant specified in Section 11.01 hereof or other default of Tenant, Landlord, at its option, may in addition to all other rights and remedies provided herein or at law or in equity, exercise one or more of the remedies set forth below:

A.         Termination. Landlord may terminate this Lease with respect to, at Landlord’s option, all or any portion of the Premises by written notice to Tenant, in which event Tenant shall immediately surrender the Premises or the applicable portion thereof to Landlord, and if Tenant fails to do so, Landlord may without prejudice to any other remedy which it may have for possession or arrearages in Rent, enter upon and take possession of the Premises and expel or remove Tenant and any other person who may be occupying said Premises or any part thereof by force if necessary, without being liable for prosecution or any claim of damages therefor. Upon any such termination, Tenant shall be and remain liable for all obligations of Tenant arising or accruing under this Lease prior to the time of termination and, in addition thereto, for the amounts provided for in Section 11.02(D) hereof.

B.         Terminate Possession. Landlord may terminate Tenant’s right of possession with respect to, at Landlord’s option, all or any portion of the Premises (without terminating this Lease), by written notice to Tenant specifying the date of termination in such notice, and, on or after such date, enter upon and take possession of the Premises or the applicable portion thereof and expel or remove Tenant and any other person who may be occupying said Premises or any part thereof, by entry (by force if necessary), dispossessory suit or otherwise, without thereby releasing Tenant from any liability hereunder, without terminating this Lease, and without being liable for prosecution of any claim of damages therefor, and, if Landlord so elects, make such alterations, redecorations and repairs as, in Landlord’s reasonable judgment, may be necessary to relet the Premises, and Landlord may, but shall be under no obligation to do so, relet the Premises or any portion thereof in Landlord’s or Tenant’s name, but for the account of Tenant, for such term or terms (which may be for a term extending beyond the Lease term under this Lease) and at such rental or rentals and upon such other terms and conditions as Landlord in its sole discretion may deem advisable, with or without advertisement, or by private negotiations, and receive the rent therefor. Upon each such reletting, all rentals and other sums received by Landlord from such reletting shall be applied, first, to the payment of any indebtedness other than Rent due hereunder from Tenant to Landlord, second, to the payment of any reasonable costs and expenses incurred by Landlord in connection with any such reletting, including reasonable attorneys’ fees (collectively, “Reletting Costs”); third, to the payment of Rent and other charges due and unpaid hereunder; and the residue, if any, shall be held by Landlord and applied in payment of future Rent as the same may become due and payable hereunder. If such rentals and other sums received from such reletting during any month are less than the amount of Rent to be paid during that month by Tenant hereunder, Tenant shall pay such deficiency to Landlord. Such deficiency shall be calculated and paid monthly. If such rentals and the sums received from such reletting during any month shall be more than the amount of Rent to be paid during that month by Tenant hereunder, Tenant shall have no right to, and shall receive no credit for, the excess. No such reentry or taking of possession of the Premises by Landlord (whether through entry, dispossessory suit or otherwise) shall be construed as an election on Landlord’s part to terminate this Lease unless a written notice of such termination be given to Tenant. Notwithstanding any such reletting without termination, Landlord may at any time elect by written notice to Tenant to terminate this Lease for such previous event of default.

C.       Entry. Landlord may enter upon the Premises, without being liable for prosecution or any claim of damages therefor, and do whatever Tenant is obligated to do under the terms of this Lease, and Tenant agrees to reimburse Landlord on demand for any expenses including, without limitation, reasonable attorneys’ fees, which Landlord may actually incur in thus effecting compliance with Tenant’s obligations under this Lease and Tenant further agrees that Landlord shall not be liable for any damages from such action.

D.       Acceleration. If this Lease is terminated by Landlord with respect to, at Landlord’s option, all or any portion of the Premises as a result of the occurrence of an event of default, Landlord may declare to be due and payable immediately the excess of (a) the entire amount of Rent and other charges and assessments which in Landlord’s reasonable determination would become due and payable during the remainder of the Lease Term with respect to the applicable portion of the Premises (determined as though the Lease has not been terminated) discounted to present value by using a discount factor of five percent (5%) over (b) the then fair market rental value of the applicable portion of the Premises for the remainder of the Lease term discounted to present value by using a discount factor of five percent (5%) per annum. Upon the acceleration of such amounts, Tenant agrees to pay the same at once, in addition to Landlord’s reasonable estimate of Reletting Costs, at Landlord’s address as provided herein. If Landlord exercises its rights under this Section 11.02(D), Landlord and Tenant agree that the payment of the aforesaid accelerated amount and Reletting Costs shall not constitute a penalty or forfeiture but shall constitute liquidated damages for Tenant’s failure to comply with the terms and provisions of this Lease (Landlord and Tenant agreeing that Landlord’s actual damages in such event are impossible to ascertain and that the amount set forth above is a reasonable estimate thereof).

E.       Self-Help. Landlord may, at its option, without waiving or releasing Tenant from obligations of Tenant, make any such payment or perform any such other act on behalf of Tenant. All sums so paid by Landlord, or incurred by Landlord in effecting such performance or other act, and all necessary incidental costs, together with interest thereon at the Interest Rate (as defined herein), from the date of such payment by Landlord, shall be payable to Landlord on demand. Tenant covenants to timely pay any such sums.

F.        No re-entry or taking possession of the Premises by Landlord will be construed as an election to terminate this Lease, unless a written notice of that intention is given to Tenant. Notwithstanding any such reletting or reentry or taking possession, Landlord may, at any time thereafter, elect to terminate this Lease for a previous default. Pursuit of any of the remedies set forth in this Article will not preclude pursuit of any other remedies provided by law, nor will pursuit of any remedy provided in this Lease constitute a forfeiture or waiver of any Rent due to Landlord under this Lease or of any damages accruing to Landlord by reason of the violation of any of the terms, provisions and covenants contained in this Lease. Pursuit of any one of the remedies will not preclude pursuit by Landlord of any of the other remedies provided in this Lease.

G.       Interest. Any monetary sums expended by Landlord on behalf of Tenant shall bear interest at the rate of ten percent (10%) per annum (the “Interest Rate”) until repaid in full to Landlord.

H.        Cumulative Remedies. Each and every right or remedy herein conferred upon or reserved to Landlord shall be cumulative and in addition to any other right or remedy given hereunder or now or hereafter existing at law or in equity or by statute.

11.03       Notice of Default. Tenant shall give written notice of any failure by Landlord to perform any of Landlord’s obligations under this Lease to Landlord and to any ground lessor, mortgagee or beneficiary under any deed of trust encumbering the Premises whose name and address have been furnished to Tenant in writing. Landlord will not be in default under this Lease unless Landlord (or the ground lessor, mortgagee or beneficiary) fails to cure the nonperformance within 15 days after receipt of Tenant’s notice or other longer period of time if reasonably required to cure such failure, provided that Landlord commences such cure within such 15 day period and diligently pursues the same to completion.

11.04       Landlord Default . If Landlord should be in default in the performance of any of its obligations under this Lease or that certain Exclusive Commercial Patent License Agreement executed by Landlord and Tenant of even date (the “License Agreement”), which default continues for a period of more than 30 days after receipt of written notice from Tenant specifying such default, or if such default is of a nature to require more than 30 days for remedy and continues beyond the time reasonably necessary to cure (and Landlord has not undertaken procedures to cure the default within such 30 day period and diligently pursued such efforts to complete such cure), Tenant may, in addition to any other remedy available at law or in equity, at its option, upon written notice, terminate this Lease and the License Agreement or incur any reasonable expense necessary to perform the obligation of Landlord specified in such notice and deduct such expense from the Rent or other charges next becoming due.

ARTICLE Twelve
SUBORDINATION and ESTOPPEL

12.01        Subordination and Attornment. It shall be a condition precedent to the effectiveness of the Lease that Landlord obtain a mutually acceptable executed Subordination, Non-Disturbance and Attornment Agreement from all parties holding a mortgage or other interest in the Premises. Landlord may subordinate this Lease to any future ground Lease, deed of trust or mortgage encumbering the Premises, and advances made on the security thereof and any renewals, modifications, consolidations, replacements or extensions thereof, whenever made or recorded. Landlord’s right to subordinate is subject to Landlord providing Tenant with a written Subordination, Non-Disturbance and Attornment Agreement from the ground lessor, beneficiary or mortgagee wherein Tenant’s right to peaceable possession of the Premises during the Term will not be disturbed if Tenant pays the Rent and performs all of Tenant’s obligations under this Lease and is not otherwise in default, in which case Tenant shall attorn to the transferee of or successor to Landlord’s interest in the Premises and recognize the transferee or successor as Landlord under this Lease. If any ground lessor, beneficiary or mortgagee elects to have this Lease superior to its ground lease, deed of trust or mortgage and gives Tenant written notice thereof, this Lease will be deemed superior to the ground lease, deed of trust or mortgage whether this Lease is dated prior or subsequent to the date of the ground lease, deed of trust or mortgage or the date of recording thereof.

12.02        Estoppel Certificates. Upon Landlord’s or Tenant’s written request, the other party shall execute and deliver to such party a written statement certifying: (1) whether Tenant is an assignee or subtenant; (2) the expiration date of the Lease; (3) the number of renewal options under the Lease and the total period of time covered by the renewal option(s); (4) that none of the terms or provisions of the Lease have been changed since the original execution of the Lease, except as shown on attached amendments or modifications; (5) that no default by Landlord exists under the terms of the Lease (or if Landlord is claimed to be in default, stating why); (6) that the Tenant has no claim against the Landlord under the Lease and has no defense or right of offset against collection of Rent or other charges accruing under the Lease; (7) the amount and date of the last payment of Rent; (8) the amount of any security deposits and other deposits, if any; and (9) the identity and address of any guarantor of the Lease, if any. Tenant or Landlord, as the case may be, shall deliver the statement to the other party within 10 days after the other party’s request. Landlord may forward any such statement to any prospective purchaser or lender of the Premises. The purchaser or lender may rely conclusively upon the statement as true and correct.

12.03       Tenant Financing. Tenant shall have the right from time to time during the Term and without Landlord’s further approval, to grant and assign to Tenant’s lenders a security interest in Tenant’s interest in this Lease and in any trade fixtures, furniture, supplies, business equipment (except as hereinafter limited), inventory, trademarked items, signs, and other removable personal property installed in or on the Premises by Tenant at its expense or owned by Tenant (collectively, the “ Tenant’s Property ”) at or after the Commencement Date so long as no such liens are placed on the Premises, Equipment or Fixtures. Landlord agrees to execute any confirmations, certificates and other documents as Tenant’s lenders may reasonably request in connection with any financing. Such documents may include the right for Tenant’s lenders to enter the Premises prior to or within a reasonable time after the termination of the Lease to remove or conduct a sale of Tenant’s Property. For purposes of clarification, Tenant’s Property does not include any Property leased hereunder, nor does it include any modifications, replacements or attachments, the removal thereof which would damage or inhibit the operation of the related equipment.

12.04       Subordination of Landlord’s Lien. Landlord hereby subordinates any contractual, statutory or other Landlord’s lien in Tenant’s Property or in Tenant’s interest created by this Lease to that of any lender providing financing to Tenant.

ARTICLE Thirteen
ENVIRONMENTAL REPRESENTATIONS AND INDEMNITY

13.01        Tenant’s Compliance with Environmental Laws. Tenant, at Tenant’s expense, shall comply in all material respects with all applicable Environmental Laws (defined below) with respect to the use or occupancy of the Premises and with all recorded covenants, conditions and restrictions pertaining to such Environmental Laws. Promptly after the Effective Date, Tenant, at Tenant’s sole cost and expense, will cause to be performed an environmental assessment of the existing environmental condition of the Premises. Tenant shall deliver a copy of any such completed environmental assessment report to Landlord promptly after Tenant’s receipt of such report. If the environmental assessment report (the “Report”) discloses the presence of any Hazardous Materials which (i) are in violation of any applicable environmental Laws; or (ii) describes any asbestos containing materials (“ ACM ”) which will be disturbed by any alterations proposed by Tenant during the Term, then Tenant may cancel this lease per Section 2.01 or Tenant may, at its sole cost and expense, promptly remove, abate, remediate, or enclose or encapsulate all of such Hazardous Materials in accordance with all applicable laws. Notwithstanding the foregoing, if any design, or the function of any alterations will be adversely affected (or the cost of performing the alterations is materially increased) by the enclosure or encapsulation of any ACM, Tenant shall completely remove the ACM from the Premises. If Tenant using its best efforts is unable to complete such actions within fifty (50) days of its receipt of the Report, then no later than the date which is sixty (60) days from the date Tenant has received the report, Tenant may immediately terminate the Lease as its sole remedy and neither party shall have any further obligation hereunder whatsoever. If Tenant terminates this Lease in accordance with this Section 13.01, Landlord shall within 10 days thereafter return to Tenant any prepaid rental received by Landlord from Tenant. Time is of the essence in regard to Landlord’s performance of such work in advance of any alterations to be performed by Tenant. In the event Tenant shall fail to terminate the Lease within the time periods set forth in this Section 13.01, Tenant shall be deemed to have waived the requirements of this Section 13.01 and this Lease shall remain in full force and effect.

13.02        Tenant’s Indemnification. Tenant shall not cause or permit any Hazardous Materials (defined below) to be brought upon, stored or used in or about the Premises by Tenant, its agents, employees, contractors or invitees in material violation of applicable Environmental Laws. If during the Lease Term, Hazardous Materials shall be released onto the Premises or in the event the Premises shall become contaminated, then Tenant shall indemnify, defend and hold Landlord harmless from any and all claims, judgments, damages, penalties, fines, costs, liabilities or losses including, without limitation, sums paid in settlements of claims, reasonable attorneys’ fees, court costs, consultant fees, and expert fees, that arise during or after the Term as a result of such release or contamination. Without limiting the generality of the foregoing, the indemnification provided by this Section 13.02 will specifically cover all costs incurred in connection with any investigation of site conditions or any clean-up, remedial work, removal or restoration work required by any Environmental Law. Tenant shall not be responsible or liable to Landlord for the presence or release of or contamination by Hazardous Materials on or under the Premises during the Term to the extent the same is caused by the Landlord or Landlord’s agents, employees, contractors or invitees.

13.03        Landlord’s Representations and Warranties. Landlord represents and warrants that to its knowledge:: (i) any handling, transportation, storage, treatment or usage of Hazardous Materials that has occurred on the Premises to date has been in compliance with all applicable Federal, State, and local laws, regulations and ordinances; and (ii) no major leak (more than a gallon), spill, release, discharge, emission or disposal of Hazardous Materials has occurred on the Premises to date which requires investigation or any clean-up, remedial work, removal or restoration pursuant to Environmental Laws.

13.04        Landlord’s Indemnification. Landlord hereby indemnifies, defends and holds Tenant harmless from any claims, judgments, damages, penalties, fines, costs, liabilities or losses, including, without limitation, sums paid in settlements of claims, attorneys’ fees, court costs, consultant fees, and expert fees, which relate to or arise from the release of or contamination by Hazardous Materials on or under the Premises, arising or occurring, after Commencement Date of this lease to the extent caused by Landlord, its agents, employees, contractors or invitees. Landlord shall not be responsible or liable to Tenant for the presence or release of or contamination by Hazardous Materials on or under the Premises during the Term to the extent not caused by Landlord, its agents, employees, contractors or invitees.

13.05        Definition. For purposes of this Lease, the term “ Hazardous Materials ” means any substance, material, ACM or waste as to which liability or standards of conduct are imposed under Environmental Law, including petroleum. For the purposes of this Lease, the term “Environmental Laws” means any Federal, State or local law, regulation, ordinance, or similar provision having the force or effect of law and all governmental orders relating to pollution, protection of the environment, or public or worker health and safety (as it relates to exposure to Hazardous Materials), whenever in effect.

13.06        Survival. The representations and indemnities contained in this Article Thirteen will survive the expiration or termination of this Lease.

ARTICLE FOURTEEN
WAIVER AND INDEMNIFICATION

14.01        Tenant hereby waives all claims against Landlord for damage to any property or injury to, or death of, any person in, upon, or about the Premises or arising out of Tenant’s use of the Premises except to the extent any such loss, damage, injury or death is caused by willful misconduct of Landlord, or Landlord’s employees or agents within the scope of their employment or agency. Tenant shall and hereby agrees to, indemnify and hold Landlord harmless from any loss or damage to any property or injury to, or death of, any person that occurs in the Premises, or arises out of the Tanat’s use of the Premises except to the extent any such loss, damage, injury or death is caused by the willful misconduct of Landlord, or Landlord’s employees or agents, and Landlord agrees to indemnify and hold Tenant harmless from any loss, expense or damage arising out of such loss, damage, injury or death. Without limiting the generality of the foregoing, the aforesaid waiver shall apply to any injury to persons or property: (a) occurring in, upon, or about the Premises as a result of the condition or design of, or any defect in, the improvements located thereon; and (b) caused by persons in the Premises, and Tenant, for itself and its agents, employees, representatives, contractors, successors, assigns, invitees and licensees, expressly assumes all risks of injury or damage to person or property, whether proximate or remote, that occurs within the Premises resulting from the condition of the improvements located on the Premises or its use of the same. The provisions of this Article 14 shall survive the expiration of the Term or the termination of this Lease.

ARTICLE FIFTEEEN

BROKERAGE

15.01       Brokerage. Tenant and Landlord each represent and warrant to the other that it has not entered into any agreement with, or otherwise had any dealings with, any broker or agent in connection with the negotiation or execution of this Lease which could form the basis of any claim by any such broker or agent for a brokerage fee or commission, finder’s fee, or any other compensation of any kind or nature in connection herewith.

ARTICLE SIXTEEN

NOTICES

16.01        All notices, consents, demands, requests, documents, or other communications (other than payment of Rent) required or permitted hereunder (collectively, “notices”) shall be deemed given, whether actually received or not, when dispatched for local hand delivery or one (1) business day after deposited for delivery by air or next-day express courier (with signed receipts) to the other party, or on the second business day after deposit in the United States mail, postage prepaid, certified, return receipt requested, except for notice of change of address which shall be deemed given only upon actual receipt. The time period for any action or response to any notice shall begin upon actual receipt of such notice (with receipt of a facsimile copy not constituting receipt for purposes of commencing any such period), with rejection or other refusal, or inability to deliver, being deemed receipt. The addresses of the parties for notices shall be the addresses set forth in Article 1 hereof, or such other address subsequently specified by each party in notices given pursuant to this Article. In the event that Tenant specifies the Premises as its address for notices in accordance with the preceding sentence, then notices delivered to the Premises (and tacked thereto if Tenant is not in occupancy thereof at the time of delivery), whether or not Tenant is in occupancy thereof, shall be deemed to have been effectively given in accordance with the terms of this Lease.

ARTICLE SEVENTEEN

BANKRUPTCY

17.01        Tenant acknowledges that this Lease is a lease of nonresidential real property and therefore agrees that Tenant (or its Parent} as the debtor in possession, or the trustee for Tenant (collectively the "Trustee") in any proceeding under Title 11 of the United States Bankruptcy Code relating to Bankruptcy, as amended (the "Bankruptcy Code"), shall not seek or request any extension of time to assume or reject this Lease or to perform any obligations of this Lease which arise from or after the order of relief.

A.        If the Trustee proposes to assume or to assign this Lease or sublet the Premises (or any portion thereof) to any person which shall have made a bona fide offer to accept an assignment of this Lease or a subletting on terms acceptable to the Trustee, the Trustee shall give Landlord, and lessors and mortgagees of Landlord of which Tenant has notice, written notice setting forth the name and address of such person and the terms and conditions of such offer, no later than twenty (20) days after receipt of such offer, but in any event no later than ten (10) days prior to the date on which the Trustee makes application to the Bankruptcy Court for authority and approval to enter into such assumption and assignment or subletting. Landlord shall have the prior right and option, to be exercised by written notice to the Trustee given at any time prior to the effective date of such proposed assignment or subletting, to accept an assignment of this Lease or subletting of the Premises upon the same terms and conditions and for the same consideration, if any, as the bona fide offer made by such person, less any brokerage commissions which may be payable out of the consideration to be paid by such person for the assignment or subletting of this Lease. Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed, without further act or deed, to have assumed all of the obligations arising under this Lease and each of the conditions and provisions hereof on and after the date of such assignment. Any such assignee shall, upon the request of Landlord, forthwith execute and deliver to Landlord an instrument, in form and substance reasonably acceptable to Landlord, confirming such assumption.

B.        The Trustee shall have the right to assume Tenant's rights and obligations under this Lease only if the Trustee: (a) promptly cures or provides adequate assurance that the Trustee will promptly cure any default under the Lease; (b) compensates or provides adequate assurance that the Trustee will promptly compensate Landlord for any actual pecuniary loss incurred by Landlord as a result of Tenant's default under this Lease; and (c) provides adequate assurance of future performance under the Lease. Adequate assurance of future performance by the proposed assignee shall include, as a minimum, that: (i) the Trustee or any proposed assignee of the Lease shall deliver to Landlord a security deposit in an amount equal to three (3) months' Rent accruing under the Lease; (ii) any proposed assignee of the Lease shall provide to Landlord an audited financial statement, dated no earlier than six (6) months prior to the effective date of such proposed assignment or sublease with no material change therein as of the effective date, which financial statement shall show the proposed assignee to have a net worth equal to at least twelve (12) months’ Rent accruing under the Lease, or, in the alternative, the proposed assignee shall provide a guarantor of such proposed assignee's obligations under the Lease, which guarantor shall provide an audited financial statement meeting the requirements of (ii) above and shall execute and deliver to Landlord a guaranty agreement in form and substance acceptable to Landlord; and (iii) any proposed assignee shall grant to Landlord a security interest in favor of Landlord in all furniture, fixtures, and other personal property to be used by such proposed assignee in the Premises. All payments required of Tenant under this Lease, whether or not expressly denominated as such in this Lease, shall constitute rent for the purposes of Title 11 of the Bankruptcy Code.

C.        The parties agree that for the purposes of the Bankruptcy Code relating to (a) the obligation of the Trustee to provide adequate assurance that the Trustee will "promptly" cure defaults and compensate Landlord for actual pecuniary loss, the word “promptly" shall mean that cure of defaults and compensation will occur no later than sixty (60) days following the filing of any motion or application to assume this Lease; and (b) the obligation of the Trustee to compensate or to provide adequate assurance that the Trustee will promptly compensate Landlord for "actual pecuniary loss," the term "actual pecuniary loss" shall mean, in addition to any other provisions contained herein relating to Landlord's damages upon default, payments of Rent, including interest at the Interest Rate on all unpaid Rent, all reasonable attorneys' fees and all related and documented costs of Landlord incurred in connection with any default of Tenant in connection with Tenant' s bankruptcy proceeding.

aRTICLE eIGHTEEN

TENANT OPTION TO PURCHASE

18.01         Memorandum . Not sooner than the Effective Date, a memorandum of this Lease Agreement, setting forth the essential terms thereof, may be recorded in the public records by either Party, at the cost and expense of such requesting Party. The content and form of such Memorandum shall include the length of the Term and the Option. In no event shall monetary/economic terms be included in the memorandum.

18.02       Option to Purchase Assets of Landlord . Provided Tenant is not then in material default under any obligations hereunder, Tenant may, by written notice given to Landlord during any year of the Term, but not later than ninety days (180) days prior to the expiration of the Term, purchase substantially all of the assets of Landlord by giving Landlord notice of its intent to purchase substantially all of the assets of Landlord. The terms and conditions of the option and sale (the “Option”) shall be as set forth in Exhibit B attached hereto and incorporated herein by reference. Additional Obligated Party, as one of the shareholders of Landlord who will be materially benefitted by Tenant’s performance hereunder, hereby agrees to be bound to certain provisions of the Option as set forth in in the Option.

ARTICLE NINETEEN

MISCELLANEOUS

19.01 Quiet Enjoyment. Landlord covenants and agrees that, so long as Tenant is not in default hereunder, Landlord shall not interfere with Tenant’s quiet and peaceful possession of the Premises. Landlord shall take no action that will interfere with Tenant’s intended usage of the Premises. Landlord shall cooperate and provide assistance to Tenant in obtaining certificates of occupancy, building permits, sign permits, variances, and any other governmental approvals Tenant may require in order to operate the Premises in accordance with the Permitted Use, at Tenant’s sole cost. Landlord hereby covenants not to undertake any action to change or permit any change in the zoning classification of the Premises which would materially interfere with or adversely impact the Permitted Use of the Premises without the prior written consent of Tenant, which such consent shall not be unreasonably withheld.

19.02       Force Majeure. If performance by Landlord or Tenant of any term, condition or covenant in this Lease (other than the payment of Rent or any other sum due and owing) is delayed or prevented by any Act of God, strike, lockout, shortage of material or labor, restriction by any governmental authority, civil riot, flood, or any other cause not within the control of Landlord or Tenant, as applicable, the period for performance of the term, condition or covenant will be extended for a period equal to the period Landlord or Tenant, as applicable, is so delayed or prevented. Force Majeure shall not excuse or delay Tenant’s obligation to pay Rent or any other amount due under this Lease.

19.03 Interpretation. The captions of the Articles or Sections of this Lease are to assist the parties in reading this Lease and are not a part of the terms or provisions of this Lease. Whenever required by the context of this Lease, the singular will include the plural and the plural will include the singular, and the masculine, feminine and neuter genders will each include the other.

19.04       Waivers. All waivers to provisions of this Lease must be in writing and signed by the waiving party. Landlord’s delay or failure to enforce any provisions of this Lease or its acceptance of late installments of Rent will not be a waiver and will not prevent Landlord from enforcing that provision or any other provision of this Lease in the future.

19.05       Severability. A determination by a court of competent jurisdiction that any provision of this Lease is invalid or unenforceable will not cancel or invalidate the remainder of that provision or this Lease, which will remain in full force and effect. The article headings contained in this Lease are for convenience only and shall not enlarge or limit the scope or meaning of the various and several articles hereof. Words in the singular number shall be held to include the plural, unless the context otherwise requires.

19.06       Exhibits; Entire Agreement; Amendments. Each of the exhibits attached hereto, and each of the terms and provisions set forth therein, are hereby incorporated herein, and shall be deemed to a part of this Lease as if fully set forth herein. This Lease and the exhibits attached hereto set forth the entire agreement between the parties and cancel all prior negotiations, arrangements, brochures, agreements, and understandings, if any, between Landlord and Tenant regarding the subject matter of this Lease, it being acknowledged that this Lease is a full and final integration of the agreement of the parties hereto. Neither Landlord nor Landlord’s agents or brokers have made any representations or promises with respect to the Premises, the Building, the parking facilities, the Land, or any other portions of the Premises except as herein expressly set forth and all reliance with respect to any representations or promises is based solely on those contained herein. No rights, easements, or licenses are acquired by Tenant under this Lease by implication or otherwise except as, and unless, expressly set forth in this Lease. No amendment or modification of this Lease shall be binding or valid unless expressed in writing and executed by both parties hereto.

19.07       OFAC Compliance. Each of the Landlord and Tenant represents and warrants to the other party that such party is currently in compliance with and shall at times during the Lease Term (including any extension thereof) remain in compliance with the regulations of the Office of Foreign Asset Control (“ OFAC ”) of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) and any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit Threaten to Commit, or Support Terrorism), or other governmental action relating thereto.

19.08       Authority. Tenant represents and warrants that Tenant has full right and authority to enter into this Lease, and that all persons signing on behalf of the entity were authorized to do so by appropriate actions

19.09       Attorneys’ Fees. If on account of any breach or default by any party to this Lease in its obligations to any other party to this Lease, it becomes necessary for a party to employ an attorney to enforce or defend any of its rights or remedies under this Lease, the non-prevailing party agrees to pay the prevailing party its reasonable attorneys’ fees and court costs, if any, whether or not suit is instituted in connection with the enforcement or defense.

19.10       Survival. All obligations of any party to this Lease that are not fulfilled at the expiration or the termination of this Lease will survive such expiration or termination as continuing obligations of the party.

19.11       Successors and Assigns. All agreements and covenants herein contained shall be binding upon the respective heirs, personal representatives, successors and assigns of the parties hereto.

19.12       Landlord Representations, Warranties and Covenants . Landlord warrants, represents and covenants that as of the Effective Date and throughout the Term of this Lease (including any extension terms granted hereunder) each of the following representations and warranties is and will be true and correct: (a) Landlord is the sole owner in fee simple absolute of the Premises; (b) Landlord has good and marketable fee simple title to the Premises except taxes not yet due and payable and other exceptions to title which have been disclosed in writing to Tenant; (c) Landlord will defend title to the Premises, and will indemnify Tenant against any damage and expense which Tenant may suffer by reason of any lien, encumbrance, restriction or defect in the title or description herein of the Premises; (d) Landlord has full right and power to execute this Lease and to lease the Premises for the term of this Lease (including any extension terms granted hereunder); (e) Landlord is a duly constituted and validly existing “S” Corporation and has the full power and authority to carry out the transactions contemplated in this Lease; (f) all company and other proceedings required to be taken on the part of Landlord to authorize Landlord to execute and deliver this Lease and to consummate the transaction contemplated have been duly and validly taken; (g) the execution, delivery and performance of the Lease will not conflict in any way with the applicable company documents, and will not conflict or result in a breach or default under any note, lease, mortgage, indenture, contract or commitment to which Landlord is a party or by which Landlord may be bound; (h) there are no pending or threatened lawsuits or administrative actions of any nature which in any way affect title to the Premises, and the Premises are located, affect in any way the organization or solvency of Landlord, or in any way affect the validity and enforceability of this Lease, or in any way affect the rights of Tenant under the terms of this Lease; (i) Landlord is acquiring the Shares for its own account with the present intention of holding such securities for purposes of investment, and that it has no intention of distributing such Shares or selling, transferring or otherwise disposing of such Shares in a public distribution, in any of such instances, in violation of the federal securities laws of the United States of America; (j) Landlord is fully aware of the restrictions on sale, transferability and assignment of the Shares, and that it must bear the economic risk of retaining ownership of such securities for an indefinite period of time; (k) Landlord is aware that the Shares will not be registered under the Securities Act; (l) intentionally omitted ; (m) Landlord is experienced in investments and business matters, has made investments of a speculative nature and has such knowledge and experience in financial, tax and other business matters as to enable it to evaluate the merits and risks of, and to make an informed investment decision with respect to, this Lease; (n) Landlord understands that its acquisition of the Shares is a speculative investment, and Landlord is able to bear the risk of such investment for an indefinite period, and can afford a complete loss thereof; (o) to Landlord’s knowledge there are no structural deficiencies or latent affecting any of the improvements located on the Premises (the “Improvements”) and to Landlord’s knowledge there are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, interfere in any respect with the use or occupancy of the Improvements or any portion thereof; (p) to Landlord’s knowledge there is no condemnation, expropriation or other proceeding in eminent domain, pending or threatened, affecting any of the Premises or any portion thereof or interest therein; (q) there is no injunction, decree, order, writ or judgment outstanding, nor any claims, litigation, administrative actions or similar proceedings, pending or to Landlord’s knowledge threatened, relating to the ownership, lease, use or occupancy of the Premises or any portion thereof; (r) the Premises are currently zoned “Heavy Manufacturing___” under the zoning ordinances of Wausau, Wisconsin; (s) to Landlord’s knowledge there is no pending or anticipated change in any zoning or land use laws that will materially impair the development, construction, operation or use of any Premises or any portion thereof in the operation of the Business as the Property is currently being used; (t) to Landlord’s knowledge the Premises is in compliance with all Legal Requirements, including all applicable building, zoning, comprehensive planning, subdivision, health and safety and other land use laws, regulations, ordinances and rules, and all insurance requirements affecting the Property (collectively, the “ Real Property Laws ”), and the current use, operation and occupancy of the Premises, including the use, occupancy and operation of the Business, does not violate any Real Property Laws; (u) the Landlord has not received any notice of violation of any Real Property Law and Landlord has no knowledge of any basis for the issuance of any such notice or the taking of any action for such violation; (v) to Landlord’s knowledge, there is no pending or anticipated change in any Real Property Law that will have a material adverse effect on the ownership, operation, development, construction, lease, use or occupancy of the Premises in the operation of the Business, or otherwise as it is currently being used (or any portion thereof); (w) all water, oil, gas, electrical, telecommunications, sewer, storm and waste water systems and other utility services or systems for the Premises have been installed and are operational; (x) to Landlord’s knowledge all permits which are required or appropriate to use or occupy the Premises by Tenant and for the Tenant to operate, construct and develop the Business on the Premises have been issued and are in full force and effect; (y) Landlord has not received any notice from any governmental body or other entity having jurisdiction over the Premises threatening a suspension, revocation, modification or cancellation of any governmental authorization, consent, approval or permit and to Landlord’s knowledge there is no basis for the issuance of any such notice or the taking of any such action; (z) there are no known taxes, assessments, fees, special assessments, impact fees, charges or similar costs or expenses imposed by any governmental body, association or other entity having jurisdiction over the Premises with respect to the Premises or portion thereof which are delinquent; (aa) the Premises has legal access to a public right-of-way; (bb) to Landlord’s knowledge there are no easements, rights of way, reservations of gas, timber, mineral rights, leases or other liens located on or asserted against the Premises except recorded easements; (cc) during the term Landlord shall not grant, convey, dispose of, sell, encumber, assign or transfer any interest in the Premises, including but not limited to any contract, option, lease, easement, or other agreement granting any interest whatsoever in the Premises, without the prior written consent of Tenant that should not withheld unreasonably; (dd) to Landlord’s knowledge the Improvements are in working condition and suitable for the operation of the Business; (ee) to Landlord’s knowledge all electrical, heating, air conditioning, plumbing and mechanical fixtures and systems located on the Premises are in good working order and condition, reasonable wear and tear excepted.

19.13       Tenant and Guarantor, Warranties and Covenant Tenant and Guarantor warrant, represent and covenant that as of the Effective Date and throughout the Term of this Lease (including any extension terms granted hereunder) each of the following representations and warranties is and will be true and correct: (a) Tenant, has full right and power to execute this Lease and to lease the Premises for the term of this Lease (including any extension terms granted hereunder); (b) Tenant is a duly constituted and validly existing “Limited Liability Corporation” and has the full power and authority to carry out the transactions contemplated in this Lease; (c) all company and other proceedings required to be taken on the part of Tenant to authorize Tenant to execute and deliver this Lease and to consummate the transaction contemplated have been duly and validly taken; (d) the execution, delivery and performance of the Lease will not conflict in any way with the applicable company documents, and will not conflict or result in a breach or default under any note, lease, mortgage, indenture, contract or commitment to which Tenant, and its Guarantor is a party or by which either may be bound; (e) there are no pending or threatened lawsuits or administrative actions of any nature which in any way affect in any way the organization or solvency of Tenant, and its Guarantor, or in any way affect the validity and enforceability of this Lease, or in any way affect the rights of Landlord under the terms of this Lease; (f) Guarantor, has full right and power to execute the guaranty of this Lease; (g) Guarantor, is a duly constituted and validly existing ” Corporation” and has the full power and authority to enter into the guaranty of this lease; (h) all company and other proceedings required to be taken on the part of Guarantor to authorize Guarantor to give its guaranty have been duly and validly taken; (i) the execution, delivery and performance of the Guaranty will not conflict in any way with the applicable company documents, and will not conflict or result in a breach or default under any note, lease, mortgage, indenture, contract or commitment to which Guarantor is a party or by which it may be bound; (j) there are no pending or known threatened lawsuits or administrative actions of any nature which in any way affect in any way the organization or solvency of Guarantor,, or in any way affect the validity and enforceability of its Guaranty, or in any way affect the rights of Landlord to enforce such Guaranty given of the terms of this Lease.

19.14       Time of Essence. Time is of the essence of this Lease.

19.15      Non-Competition and Non-Solicitation.

A.        During the Term, and in the event Tenant shall exercise the Option, for a period of five years from the date Tenant shall close on the purchase upon exercise the Option, neither Landlord nor Additional Obligated Party will directly or indirectly, within the United States of America, for themselves or on behalf of, or in conjunction with, any other person, company, firm, partnership, association, corporation or business or organization, entity or enterprise be employed in any capacity by, or own, operate, manage or control, a business which is competitive with the Permitted Use; provided, however, the forgoing non-competition provision shall not prevent Additional Obligated Party from making a passive, minority equity investment in, or providing senior or mezzanine debt financing to, a business that is competitive with the Permitted Use.

B.        During the Term, and in the event Tenant shall close on the purchase upon exercise the Option, for a period of five years from the date Tenant shall exercise the Option, neither Landlord nor Additional Obligated Party shall, for themselves or on behalf of, or in conjunction with, any other person, company, firm, partnership, association, corporation or business or organization, entity or enterprise, solicit or attempt to solicit business from any third party which was a customer or prospective customer of the Landlord within two (2) years prior to the date of this Agreement with a view to sell or provide any products or services competitive with the Permitted Use.

C.        During the Term, and in the event Tenant shall close on the purchase upon exercise the Option, for a period of five years from the date Tenant shall exercise the Option, neither Landlord nor Additional Obligated Party will, for any reason whatsoever, employ or attempt to employ or assist anyone else in employing any employee of the Tenant or Parent (whether or not such employment is full-time or is pursuant to a written contract with the Company or Parent).

D.        In the event the enforceability of any of the terms of this Section 19.15 shall be challenged in a court of competent jurisdiction and either Landlord or Additional Obligated Party are not enjoined from breaching any of this Agreement, then if such court finds that the challenged covenant is enforceable, the applicable time periods of the applicable covenant set forth herein shall be deemed tolled upon the filing of the lawsuit challenging the enforceability of the applicable covenant until the dispute is finally resolved and all periods of appeal have expired.

E.        Landlord and Additional Obligated Party acknowledge that their breach of any of the provisions contained in this section 19.15 could result in irreparable damage and injury to the Tenant and Parent, which injury could not be adequately compensated by money damages or other legal remedies. Accordingly, in the event of such a breach of any of the provisions of this Section 19.15, in addition to, and not in limitation of, any remedies which may be available to the Tenant or Parent, the Tenant and Parent may seek equitable relief against Landlord and Additional Obligated Party for such breaches, including, without limitations, an injunction or an order for a specific performance. If Tenant or Parent seek to enjoin Landlord or Additional Obligated Party from breaching any such provision of this paragraph, Landlord and Additional Obligated Party hereby waive the defense that Tenant or Parent have or will then have an adequate remedy at law. Nothing in this paragraph shall be deemed to limit Tenant or Parent’s remedies at law or equity for any breach by Landlord or Additional Obligated Party of any provision of this Section 19.15 which may be pursued or availed by Tenant or Parent.

F.        This Paragraph 19.15 will be governed by and construed under the laws of the State of Georgia without regard to conflicts-of-laws principles that would require the application of any other law.

ARTICLE Twenty
EXHIBITS AND ADDENDA

20.01     Exhibits and Addenda. Any exhibit or addendum attached to this Lease is incorporated as a part of this Lease for all purposes. Any term not specifically defined in the Addenda will have the same meaning given to it in the body of this Lease. To the extent any provisions in the body of this Lease conflict with the Addenda, the Addenda will control. The exhibits and addenda attached to this Lease are:

(See following page for execution signatures)

EXECUTED as of the Effective Date

exhibit A

LEGAL DESCRIPTION OF THE PREMISES

To be provided before 12-31-2017

EXHIBIT A – LEGAL DESCRIPTION

exhibit b

OPTION TO PURCHASE ASSETS FROM LANDLORD

EXHIBIT B – OPTION TO PURCHASE ASSETS OF LANDLORD

Exhibit 10.6

EXHIBIT B

TERMS and CONDITiONS OF SALE AND PURCHASE

Terms and conditions of this option (the “Option”) referenced in that certain Commercial Lease Agreement (the “Lease Agreement”) entered into as of November 8, 2017 (the “ Effective Date ”), by and between Meridian Innovations, LLC, a Georgia limited liability company (“ Buyer ” or “Purchaser”) and American Science and Technology Corporation, an Illinois corporation (“S eller ”), and as to certain provisions, Ali Manesh (“Principal”).

BACKGROUND FACTS

Seller owns a biorefinery and renewable materials manufacturing and technology business (the “Business”).

Seller wishes to sell, assign and transfer to Buyer, and Buyer, for the consideration set forth below, wishes to purchase from Seller, substantially all the assets of Seller used in the operation of the Business on the terms and conditions more particularly set forth below.

As of the closing date, Buyer will have had full access to all business operations and thus has full knowledge about the condition of the Business, its Assets, and Business Operations for at least two (2) years prior to the closing date of any purchase hereunder.

Principal, as a principal of Seller will be materially benefitted by Buyer’s performance of its obligations hereunder and as such has agreed to be bound to certain provisions of this Option.

RECITAL OF CONSIDERATION

Now, therefore, in consideration of the premises and the mutual covenants and agreements contained herein, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

Section 1
DEFINITIONS AND USAGE

1.1  Definitions . For purposes of this Option, except as otherwise expressly provided herein or unless the context otherwise requires, initially capitalized terms used in this Option have the meanings set forth in Schedule 1.1 .

1.2  Interpretation and Usage. In this Option, unless a clear contrary intention appears: (a) the singular number includes the plural number and vice versa; (b) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by this Option, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually; (c) reference to any gender includes the other gender and the neuter, as applicable; (d) reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof; (e) reference to any Legal Requirement means such Legal Requirement as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder, and reference to any section or other provision of any Legal Requirement means that provision of such Legal Requirement from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such section or other provision; (f) “hereunder,” “hereof,” “hereto,” and words of similar import will be deemed references to this Option as a whole and not to any particular Section or other provision hereof or any Exhibit or Schedule attached hereto; (g) “including” (and with correlative meaning “include” and “includes”) means including, without limiting the generality of any description preceding such term, and will be deemed to be followed by the words “without limitation”; (h) Section headings are provided for convenience of reference only and will not affect the construction or interpretation of any provision hereof; (i) any references to “Section”, “Schedule” or “Exhibit” followed by a number or letter or combination of the two refers to the corresponding Section, Schedule or Exhibit of or to this Option; (j) with respect to the determination of any period of time, “from” means “from and including” and “to” means “to but excluding”; and (k) references to documents, instruments or agreements will be deemed to refer as well to all addenda, exhibits, schedules or amendments thereto.

1.3  Legal Representation of the Parties . This Option was negotiated by the Parties with the benefit of legal representation, and any rule of construction or interpretation otherwise requiring this Option to be construed or interpreted against any Party will not apply to any construction or interpretation hereof.

1.4  Incorporation by Reference . The Parties agree that the Background Facts set forth above are true and correct and are hereby incorporated herein by this reference.

Section 2
PURCHASE OF THE ASSETS FROM THE SELLER

2.1  Sale of Assets . Upon the terms and subject to the conditions set forth in this Option, at the Closing, Seller will sell, convey, assign, transfer and deliver to Buyer, and Buyer will purchase and acquire from Seller, free and clear of any third party claim, lien or encumbrances, all right, title and interest in and to the following property and assets (collectively, the “Assets” ):

(i)  all Tangible Personal Property;

(ii)  all non-appealable and unrestricted Approvals, Consents, Government Authorizations, permits franchise rights, consents, licenses and other authorizations, and all pending applications therefore or renewals thereof relating to the ownership, development and operation of the Business, and the Assets, all such approvals, permits, franchise rights, consents, licenses and other authorizations, determined to be necessary by Buyer, in its sole discretion, to allow Buyer to operate the Business as a going concern, excluding corporate operation authorizations (collectively, the “ Permits ”);

(iii)  the going concern value and goodwill of Seller;

(iv)  originals or copies of all data and records (whether in print, electronic or other format), related to the Business and the Assets, or used in the conduct and operation of the Business and ownership and operation of the Assets, including client, customer and supplier lists and records, volume reports and records, service and warranty records, studies, reports, correspondence related to the Business (other than corporate records and charters) and the Assets and other similar documents and records; provided, however, that Seller, shall be entitled to maintain copies of all such data and records for a period of four (4) years after the Closing, whereupon all such electronic and hard copies shall be delivered to Buyer. No corporate record books, employment, payroll, tax on accounting records are part of the assets being transferred.

(v)  the rights of Seller under (and the benefit of) all existing non-competition agreements executed by former employees of the Business in favor of Seller or any Seller or any prior owner of the Business or any part thereof and by current employees of the Business.

(vi)  all inventory of Seller maintained for the operation of the Business as of the date of closing;

(vii)  all Intangible Personal Property;

(viii)  all data, documentation, books and records related to the Seller or Business, including research and engineering reports and drawings, permit records, title reports and policies, surveys relating to the Property, correspondence and all other similar documents and records, including all right, title and interest thereto;

(ix) all Intellectual Property Assets; and,

(x) The Property.

Notwithstanding any of the foregoing in this Section 2.1, the sale, assignment and transfer of the Assets pursuant to this Option will not include the assumption of any Liabilities of Seller unless Buyer expressly assumes same pursuant to this Option and no cash, cash equivalents, investments, accounts receivable, notes receivable, or other similar non-operational assets are part of the assets being transferred.

2.2   Excluded Assets . Notwithstanding anything to the contrary contained in Sections 2.1 or elsewhere in this Option, the assets of Seller set forth on Schedule 2.2 (collectively, the " Excluded Assets ") are not part of the sale and purchase contemplated hereunder, are excluded from the Assets and will remain the property of the Seller after the Closing.

2.3   Consideration . Buyer agrees to pay to Seller, as follows (the “ Purchase Price ”):

(a)  Tranche I:

(i)  At the Closing, Two Million Five Hundred Thousand and no/100 Dollars ($2,500,000.00) (the “Purchase Price”), less amounts payable by Buyer pursuant to Section 2.4 shall be delivered by Buyer to Seller by wire transfer pursuant to the wiring instructions set forth on Schedule 2.3(a)(i) .

(b)  Tranche II:

After Closing, Buyer shall pay to Seller royalty payments, not to exceed Ten Million and no/100ths Dollars ($10,000,000.00), as follows:

(i)  Two tenths of a percent (0.2%) of all Buyer’s Biomass Feedstock Costs incurred in operating the Property as a biorefinery which has incorporated the technology contained in the Biorefinery Patents in its design, construction or operations. This royalty shall be paid annually no later than sixty (60) days after the close of Buyer’s fiscal year in which such Biomass Feedstock Costs were incurred by Buyer; and,

(ii) Two Hundred Fifty Thousand and no/100ths Dollars ($250,000.00) for any third party owned biorefinery constructed, with Buyer’s written consent, employing the technology contained in the Biorefinery Patents. This royalty shall be paid within sixty (60) days after Buyer has received the full consideration due Buyer pursuant to the terms and conditions contained in such written consent.

2.4  Seller Liabilities .

(a) All Seller Retained Liabilities will remain the exclusive responsibility of and will be retained, paid, performed and discharged exclusively by Seller, and Seller shall indemnify, defend and hold Buyer harmless from and against any claim therefore or liability arising therefrom pursuant to Section 7 of this Option. “ Retained Liabilities” means every Liability of Seller other than any such liability expressly assumed by Buyer in writing or created by Buyer after December 31, 2017. Without limiting the generality of the foregoing, the Seller Retained Liabilities include:

(i)  any liability arising out of or relating to services performed by Seller in connection with the Business and Seller agrees to pay and discharge all accounts payable relating to the Business in a timely manner in accordance with their respective payment terms;

(ii) any Liability under any contract or agreement not assumed in writing by Buyer;

(iii)  any Liability arising out of or relating to any Indebtedness of Seller or its affiliates, unless same has been expressly assumed by Buyer; and,

(iv)  any Liability for taxes relating to or arising as a result of the operation of the Business or ownership of the Assets before December 31, 2017.

2.5  Closing Date . Unless Buyer and Seller otherwise agree, the purchase and sale of the Assets will take place by facsimile transmission or by electronic mail in PDF format of all required documents (with the original executed documents to be delivered by overnight courier) to the offices of Richard J. Dreger, located at 11660 Alpharetta Highway, Building 700, Suite 730, Roswell, Georgia 30076, and will occur no later than December 31, 2019, effective as of January 1, 2020 after satisfaction or waiver of the required conditions as set forth in this Option (“ Closing Date ” or “ Closing ”). At Closing, upon Seller’s receipt of the full consideration called for all of Seller’s right, title and interest in and to the Assets and in any such right, title or interest that Seller may have or had with respect to the Business will be transferred and conveyed to Buyer free and clear of all Liens

2.6  Closing Obligations.

(a)  Deliveries by Seller . At the Closing, Seller will deliver to Buyer: (i) the various certificates, instruments, and documents referred to in Section 6.1 ; and (ii) a Bill of Sale for the Assets being sold “as is” in the form of Schedule 2.6(a)(ii) attached hereto and made a part hereof and (iii) an assignment of all Assigned Contracts in the form of Schedule 2.6(a)(iii) attached hereto and made a part hereof.

(b)  Deliveries by Buyer . At the Closing, Buyer will deliver to Seller: (i) the various certificates, instruments, and documents referred to in Section 6.2 ; and (ii) the applicable consideration specified in Section 2.3 .

2.7  Closing Costs; Expenses .

(a)  Seller agrees to pay all documentary stamp tax or other transfer taxes relating to the transfer of the Assets to Buyer. Seller shall be solely responsible for all State or Federal Income Taxes or similar Taxes imposed on Seller as a result of the Contemplated Transactions. Seller acknowledges and agrees that neither the Buyer nor the Seller shall have a duty or obligation to pay any Taxes attributable to Seller as a result of the purchase and sale of the Assets.

(b)  Each Party shall be solely responsible for any legal or accounting fees, brokerage or finders’ fees or agents’ commissions or other similar payments incurred by or agreed to by such Party in connection with the execution and delivery of this Option or the completion of the Contemplated Transactions.

SECTION 3

 REPRESENTATIONS AND WARRANTIES CONCERNING OF SELLER REGARDING THE
PURCHASE AND SALE OF THE ASSETS

Seller represent s and warrant s to Buyer that the statements contained in this Section 3 are true, correct and complete as of the Effective Date and as of the Closing Date, except as set forth in the disclosure schedule delivered by Seller to Buyer and Parent on the date hereof (the “ Disclosure Schedule ”). Nothing in the Disclosure Schedule shall be deemed adequate to disclose an exception to a representation or warranty made herein, however, unless the Disclosure Schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail. The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 3.

3.1  Authorization of Transaction. Seller has full power and legal capacity to execute and deliver this Option, and all other agreements and written instruments to which Seller is a party as contemplated hereby, and to perform its obligations hereunder and thereunder. This Option, and such other agreements and written instruments, constitute the valid and legally binding obligations of Seller, enforceable in accordance with their terms and conditions, except as enforcement thereof may be limited by applicable Insolvency Laws. The execution, delivery, and performance of this Option and all other agreements contemplated hereby have been duly authorized by Seller. Seller has all right, power and capacity to execute and deliver this Option, and all other agreements, documents and written instruments to be executed by Seller in connection with the Contemplated Transactions, and to perform his obligations under this Option and all such other agreements, documents and written instruments.

3.2  No Conflict with Restrictions; No Default . Neither the execution, delivery, and performance of this Option nor Seller’s performance of and compliance with the terms and provisions contemplated hereby (i) will conflict with, violate, or result in a Breach of any of the terms, covenants, conditions, or provisions of any Legal Requirements in effect on the date hereof applicable to, or any Order, Consent or Governmental Authorization of any Governmental Body directed to, or binding on Seller, (ii) will conflict with, violate, result in a Breach of, or constitute a default under any of the terms, conditions, or provisions of any agreement or instrument to which, Seller is a party or by which Seller is or may be bound or to which any of their Property or assets is subject, (iii) will conflict with, violate, result in a Breach of, constitute a default under (whether with notice or lapse of time or both), accelerate or permit the acceleration of the performance required by, give to others any material interests or rights, or require any Consent under any indenture, mortgage, lease agreement, or instrument to which either Seller is a party or by which Seller or Seller’s property or assets is or may be bound, or (iv) will result in the creation or imposition of any Lien upon any of the Property or Assets of the Seller, or upon the Assets, or cause Buyer (or any Related Person thereof) or the Seller to become subject to, or to become liable for the payment of, any Tax.

3.3  Consents; Governmental Authorizations . Except as set forth on Schedule 3.3 , Seller is not required to give any notice to, or obtain any Consent from, any Person in connection with the execution and delivery of this Option or the consummation of any of the Contemplated Transactions. Any registration, declaration, or filing with, or Consent, or Governmental Authorization or Order by any Governmental Body that is required in connection with the valid execution, delivery, acceptance, and performance by Seller under this Option or the consummation by Seller of any transaction contemplated hereby has been completed, made, or obtained on or before the Closing Date.

3.4  Litigation . Except as set forth in Schedule 3.4 , there are no Proceedings pending or, to the Knowledge of Seller, threatened against or affecting Seller or any of their Property, assets, rights, or Business in any court or before or by any Governmental Body that could, if adversely determined (or, in the case of an investigation, could lead to any Proceeding that could, if adversely determined), reasonably be expected to materially impair Seller’s ability to perform their obligations under this Option or to have a Material Adverse Effect on the Seller; and Seller has not received any currently effective notice of any default; and Seller is not in default, under any applicable Order of any Governmental Body that could reasonably be expected to impair Seller’s ability to perform its obligations under this Option or to have a Material Adverse Effect on the Seller.

3.5  Brokers’ Fees . Except as set forth on Schedule 3.5 , Seller has no Liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the Contemplated Transactions.

3.6  Organization, Qualification, and Power . The Seller is a corporation duly organized, validly existing, and in good standing under the laws of the Illinois. Schedule 3.6 lists the members, managers, directors and officers of the Seller. Seller has delivered to Buyer correct and complete copies of the Organizational Documents of the Seller (as amended to date). The Seller is not in default under or in violation of any provision of its Organizational Documents.

3.7  No Conflict; Consents.

Except as set forth on Schedule 3.7 , neither the execution and delivery of this Option by Seller, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) Breach or otherwise conflict with any provision of the Organizational Documents of the Seller, or contravene any resolution adopted by the officers, managers, or members of the Seller; (ii) Breach or otherwise conflict with any Legal Requirement or Order to which the Seller may be subject or give any Governmental Body or other Person the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which the Seller may be subject; (iii) Breach or otherwise conflict with or result in a violation or Breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held or being applied for by or on behalf of the Seller or that otherwise relates to the Seller or their Assets, Property or the Business of the Seller; (iv) cause Buyer (or any Related Person thereof) to become subject to, or to become liable for the payment of, any Tax (other than normal sale closing taxes); (v) Breach or otherwise conflict with any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any contract or agreement to which the Seller is a party or by which the Seller is bound; or (vi) result in the imposition or creation of any Lien on any of the Seller’ Business, or Assets, including the Property .

(a)  Except as set forth on Schedule 3.7(b) , the Seller is not required to give any notice to, or obtain any Consent from, any Person in connection with the execution and delivery of this Option or the consummation of any of the Contemplated Transactions, including any Consent required in order to preserve and maintain all Governmental Authorizations required for the ownership and continued operation of the Business of the Seller either before or after Closing and the consummation of the Contemplated Transactions. Any registration, declaration, or filing with, or Consent, or Governmental Authorization or Order by, any Governmental Body with respect to the Seller that is required in connection with the consummation of the Contemplated Transactions has been completed, made, or obtained on or before the Closing Date.

3.8  Title to Assets . The Seller has good and marketable title to all of the Assets, free and clear of all Liens. The Assets are not leased and Seller has not otherwise granted to any Person the right to use, operate or own the Assets or any portion thereof. There are no outstanding options, rights of first offer or rights of first refusal to purchase any of Assets, or any portion thereof, or interest therein.

3.9 Intentionally Deleted.

3.10 Intentionally Deleted.

3.11  Intentionally Deleted.

3.12 Seller has not received any notice or other communication (written or oral) from any Governmental Body or any other Person regarding the ability of the Seller to own or operate the Business or the Assets, or the intention of any Governmental Body to challenge or oppose the Seller’s ownership or operation of the Business or the Assets. Without limiting the generality of the foregoing, since August 1, 2017:

(a)  Other than the Lease, the Seller has not sold, leased, transferred, or assigned any of its Assets, tangible or intangible;

(b)  the Seller has not granted any Liens upon any of its Assets, tangible or intangible; and

(c)  the Seller has not transferred, assigned, or granted any license or sublicense of any rights under or with respect to any Intellectual Property Assets other than to Buyer.

3.13 Intentionally Deleted.

3.14  Condition of the Property .

(i) The Land is not leased to anyone other than Buyer and no third party has the right to use, operate or own the Land or any portion thereof. There are no other outstanding options, rights of first offer or rights of first refusal to purchase the Land or any portion thereof or interest therein, other than given to Buyer.

(ii) Other than as created by Tenant, there are no unpaid bills of any nature for labor or materials in regard to any construction, repair or maintenance of the Property or Improvements, and there are no fixtures installed in the Improvements that have not been paid for in full.

(iii) Seller owns fee simple title to the Land and the Improvements thereon, with title insurable by a title insurance company acceptable to Buyer in the full amount of the allocated portion of the Purchase Price for the Land and Improvements thereon, in ALTA form, at standard published rates, subject only to easement restrictions and covenants of record, except as set forth on Schedule 3.14(iii) (the “Permitted Exceptions”) and the existing mortgage on the Property that the Seller agrees to discharge at Closing.

3.15  Conveyance of Entire Interest in the Assets. At Closing, all of Seller’s right, title and interest in and to the Assets will be transferred and conveyed to Buyer free and clear of all Liens.

3.16 Litigation . Except as set forth in Schedule 3.16 (which lists pending or threatened Proceedings, all of which are referred to as “ Current Litigation Matters ”), there is no pending or, to Seller’s Knowledge, threatened Proceeding: (i) by or against the Seller; (ii) that otherwise relates to or may affect the Business of, or any of the Assets owned or used by, the Seller; or (iii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Contemplated Transactions, the Business or the Assets, or the ownership, construction, development, or operation of any of the Property in furtherance of the Business . No event has occurred or circumstance exists that is reasonably likely to give rise to or serve as a Basis for the commencement of any such Proceeding. Except as set forth in Schedule 3.16 , (i) Seller has no knowledge of any Order to which the Seller, the Business or any of the Assets is subject or that in any way relates to or could reasonably be expected to affect the Seller, the Business or the Assets, or the ownership, construction, development, or operation of the Property; and (ii) no officer, director, member, manager, agent or employee of the Seller is subject to any Order that prohibits such officer, director member, manager, agent or employee from engaging in or continuing any conduct, activity or practice relating to the Business of the Seller. Except as set forth on Schedule 3.16 , (i) the Seller is, and at all times have been, in compliance with all of the terms and requirements of any Order, (ii) the Seller has not received any notice or other communication (whether written or oral) from any Governmental Body or any other Person regarding any actual, alleged, possible or potential violation of, or failure to comply with, any term or requirement of any such Order.

3.17 Intentionally Deleted.

3.18 Intentionally Deleted.

3.19  Intellectual Property . Schedule 3.19 contains a complete and accurate list and summary of all Intellectual Property, including, without limitation, the Biorefinery Patents, owned or possessed by the Seller, or which the Seller has the right to use pursuant to a valid and enforceable patent, written license, sublicense, agreement, or permission (collectively and together with the Intangible Personal Property, the “ Intellectual Property Assets ”). Such Intellectual Property Assets constitute all of the Intellectual Property necessary for the operation of the Business of the Seller as presently conducted. The Seller is the owner or licensee of all right, title and interest in and to each of the Intellectual Property Assets, free and clear of all Liens. The Seller has the right to use all of the Intellectual Property Assets without payment to any third party. The Seller owns or has the right to use pursuant to ownership, license, sublicense, agreement, permission or free and unrestricted availability to general public all of the Intellectual Property Assets used by such Seller. To Seller’s knowledge, neither Seller nor its managers, directors and officers has ever received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that the Seller must license or refrain from using any intellectual property rights of any third party). To the Knowledge of Seller, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any proprietary intellectual property rights of the Seller.

3.20  Corrupt Practices . Except in compliance with all Legal Requirements, to Seller’s Knowledge, Seller nor any of Seller’s Related Persons, or each of its respective officers, or directors, employees or agents, have, directly or indirectly, ever made, offered or agreed to offer anything of value to (a) any employees, Representatives or agents of any customers of Seller for the purpose of attracting business to Seller or (b) any domestic governmental official, political party or candidate for government office or any of their employees, Representatives or agents.

3.21  Solvency . Seller is not Insolvent and Seller has committed no an act of bankruptcy, proposed a compromise or arrangement to its creditors generally, had any petition in bankruptcy filed against it, filed a petition or undertaken any action proceeding to be declared bankrupt, to liquidate its assets or to be dissolved. The Contemplated Transactions will not cause the Seller to become Insolvent or to be unable to satisfy and pay its debts and obligations generally as they come due.

3.22  Disclosure.

(a)  To Seller’s Knowledge no representation or warranty or other statement made by Seller in this Option, the Schedules, the certificates delivered pursuant to this Option or otherwise in connection with the Contemplated Transactions contain any untrue statement or omits to state a material fact necessary to make any of them, in light of the circumstances in which it was made, not misleading.

(b)  Seller has no Knowledge of any fact that has specific application to the Seller (other than general economic or industry conditions) and that may materially adversely affect the assets, business, prospects, financial condition or results of operations of the Seller that has not been set forth in this Option or the Schedules.

SECTION 4

 REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller that the statements contained in this Section 4 are correct and complete:

4.1 Organization of Buyer . Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Georgia. Buyer is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required.

4.2  Authorization of Transaction . Buyer has full power and authority to execute and deliver this Option, and all other agreements and written instruments to which Buyer is a party as contemplated hereby, and to perform its obligations hereunder and thereunder. This Option, and such other agreements and written instruments, constitutes the valid and legally binding obligation of Buyer, enforceable in accordance with its terms and conditions, except as enforcement thereof may be limited by applicable Insolvency Laws. The execution, delivery, and performance of this Option and all other agreements contemplated hereby have been duly authorized by Buyer. Buyer has all right, power and capacity to execute and deliver this Option, and all other agreements, documents and written instruments to be executed by Buyer in connection with the Contemplated Transactions, and to perform its obligations under this Option and all such other agreements, documents and written instruments.

4.3  Notices and Consents . Except as set forth on Schedule 4.3 , Buyer is not required to give any notice to, or obtain any Consent from, any Person in connection with the execution and delivery of this Option or the consummation of any of the Contemplated Transactions.

4.4  Litigation . There are no Proceedings pending or, to the Knowledge of Buyer, threatened against or affecting Buyer or any of its Property, assets, rights, or Business in any court or before or by any Governmental Body that could, if adversely determined (or, in the case of an investigation, could lead to any Proceeding that could, if adversely determined), reasonably be expected to materially impair Buyer’s ability to perform its obligations under this Option; and Buyer has not received any currently effective notice of any default; and Buyer is not in default, under any applicable Order of any Governmental Body that could reasonably be expected to impair Buyer’s ability to perform its obligations under this Option.

4.5  Brokers’ Fees . Buyer has no Liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the Contemplated Transactions.

SECTION 5

COVENANTS

5.1  General . The Parties will cooperate reasonably with each other and with their respective Representatives in connection with any steps required to be taken as part of their respective obligations under this Option, and will (a) furnish upon reasonable request to each other such further information, (b) execute and deliver to each other such other documents, and (c) do such other acts and things, all as any other Party may reasonably request for the purpose of carrying out the intent of this Option and the Contemplated Transactions. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Option, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 , or unless such cost or expense is the obligation of the non-requesting Party under this Option). Seller acknowledges and agrees that, from and after the Closing, Buyer will be entitled to possession of the Assets.

5.2 Intentionally Deleted.

5.3  Confidentiality .

(a)  Seller hereby acknowledges and agrees that, through its ownership or operation of the Companies, it has occupied positions of trust and confidence with respect to the Companies and the Businesses up to the date hereof and has had access to, and has become familiar with, the confidential and non-public information of the Companies and the Businesses any and all other confidential or proprietary information concerning the affairs or conduct of the Companies and the Businesses prior to the date hereof, whether prepared by or on behalf of the Seller or the Companies (collectively, the “ Confidential Information ”).

(b)  Seller hereby acknowledges and agrees that the protection of the Confidential Information of the Companies is necessary to protect and preserve the value of the Companies and the Businesses and Assets of the Companies, and that without such protection, Buyer would not have entered into this Option and consummated the Contemplated Transactions. Accordingly, subject to the provisions of Section 5.3(c) , Seller hereby covenants and agrees, for itself, its Representatives and Related Persons, that, without the prior written Consent of Buyer (which Consent will be at the Buyer’s absolute discretion to give or withhold), Seller will not, nor will it cause or permit its Representatives and Related Persons to, at any time on or after the Closing Date, directly or indirectly, disclose to any Person or use for its own account or benefit or for the account or benefit of any other Person any Confidential Information.

(c)  The provisions of Section 5.3(b) will not apply to any Confidential Information (i) that the Seller can demonstrate with documentary evidence is generally known to, and available for use by, the public other than as a result of the Breach of this Option or, to the Knowledge of Seller, any other agreement pursuant to which any Person (including Seller or any Representative or Related Person thereof) owes any duty of confidentiality to the other Party or previously owed any duty of confidentiality to Buyer; (ii) that is required to be disclosed pursuant to Legal Requirement or an Order, or (iii) that the Seller can reasonably determine is necessary to be disclosed to a Representative of Seller in order for Seller to perform its covenants and obligations, or to enforce its rights against Buyer, under this Option or any related agreement (and then only to the extent necessary to perform such covenants and obligations or to enforce such rights). If Seller (including any Representative or Related Person thereof) becomes compelled by a Legal Requirement or any order to disclose any Confidential Information, Seller will provide Buyer with prompt written notice of such requirement so that Buyer may seek a protective order or other remedy in respect of such compelled disclosure. If such a protective order or other remedy is not obtained by or is not available to Buyer, then Seller will use reasonable efforts to ensure that only the minimum portion of such Confidential Information that is legally required to be disclosed is so disclosed, and Seller will use all reasonable efforts to obtain assurances that confidential treatment will be given to such Confidential Information. Seller acknowledge its responsibility to ensure that its Representatives and agents who are given, or now have, access to the Confidential Information will comply with the terms of this Section 5.3 . Seller shall be liable for any Breach of this Option caused by its Representatives and agents.

5.4  Injunctive Relief . The Parties acknowledge and agree that (a) each of the provisions of Sections 5.1, 5.3, 5.5, 5.6, 5.7, 5.9 and 5.10 are reasonable and necessary to protect the legitimate business interests of the Parties and their Related Persons, (b) any violation of any such covenant contained in Sections 5.1, 5.3, 5.5, 5.6, 5.7, 5.9 and 5.10 would result in irreparable injury to the Parties and their Related Persons, the exact amount of which would be difficult, if not impossible, to ascertain or estimate, and (c) the remedies at law for any such violation would not be reasonable or adequate compensation to the Parties and their Related Persons for such a violation. Accordingly, notwithstanding any other provision of this Option, if either Party, directly or indirectly, violates any of its covenants or obligations under Sections 5.1, 5.3, 5.5, 5.6, 5.7, 5.9 and 5.10 , then, in addition to any other remedy which may be available to the other Party or any Related Person thereof, at law or in equity, the Parties and their Related Persons will be entitled to seek injunctive relief against the other Party, without posting bond or other security, and without the necessity of proving actual or threatened injury or damage.

5.5  Public Announcements . The Parties will keep the existence of this Option, the terms and conditions hereof and the Contemplated Transactions confidential, and the Parties will not, nor will they cause or permit any Related Person or Representative to, make any public announcement in respect of this Option or the Contemplated Transactions without the prior written Consent of the other Party, which Consent may be given or withheld in any Party’s sole discretion; provided, however that the foregoing confidentiality and non-disclosure obligations will not apply to: (1) Buyer if at Closing, if Buyer determines to issue a press release announcing the fact of the acquisition of the Companies, and (2) the Parties to the extent that (a) disclosure of such information is reasonably necessary to consummate the Contemplated Transactions, (b) disclosure of such information is required pursuant to Legal Requirement (including the Securities Exchange Act of 1934, as amended, and the rules of any national stock exchange or automated dealer quotation system) or an Order, (c) disclosure of such information is reasonably necessary for the Parties to enforce their rights under this Option, or (d) such information is already in the public domain other than as a result of a breach of this Section 5.5 or Section 5.3 or any other confidentiality or non-disclosure obligation owed to a Party by any Person (including the other Party). To the extent that any public announcement of this Option, any of the provisions hereof or the Contemplated Transactions is required of the Parties by Legal Requirement or Order, the Parties will cooperate reasonably with respect to reaching agreement on the contents and timing of such announcement.

5.6  Use of Name . Seller hereby agrees that from and after the Closing Date, Seller and its Related Persons shall not change its name and henceforth neither, directly or indirectly, use the name “American Science and Technology”, “American Science”, “American Technology”, or any derivation or variation thereof in any manner.

5.7  Pre-Closing Covenants . The Parties agree as follows with respect to the period between the Effective Date and the Closing or earlier termination of this Option:

(a) Seller will not engage, in any practice, take any action, or enter into any transaction outside the Ordinary Course of Business with respect to the Assets, including the Property or the Businesses, except for transactions with Buyer. Except for transactions with Buyer, Seller will not sell, lease, transfer or assign any of the Assets, including the Property, outside the Ordinary Course of Business and will not impose any Liens upon any of the Assets, including the Property. Seller will not, without Buyer’s prior Consent, cancel, compromise, waive or release any right or claim under, in or to the Assets, including the Property.

(b) Seller will not, without Buyer’s prior Consent, voluntarily incur any obligation outside the Ordinary Course of Business or enter into any material transaction, contract, capital expenditure or commitment for which Buyer may have responsibility or obligation after Closing outside the Ordinary Course of Business.

(c) Seller will not (a) solicit, initiate, or encourage the submission of any proposal or offer from any Person relating to the acquisition of any portion of the Assets, including the Property, (including any acquisition structured as a merger, consolidation, or share exchange) or (b) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any Person to do or seek any of the foregoing.

(d)  Seller will not cause any waste of the Assets, including the Property.

(e)  Seller will not, without prior written consent of Buyer, enter into any compromise or settlement of any litigation, including any Current Litigation, Proceeding or investigation by any Governmental Body relating to the Seller, the Businesses, or the Assets, including the Property.

(f)  Seller will not take any action, or knowingly omit to take any action, that would or would reasonably be expected to result in (i) any representation or warranty of Seller set forth in this Option becoming untrue or (ii) any of the conditions to the obligations of Seller set forth in this Option not being fully satisfied. Seller will give prompt written notice to Buyer of any material adverse development causing any of the representations and warranties of Seller contained in this Option to become inaccurate or untrue. No disclosure pursuant to this Section 5.7(h) , however, shall be deemed to cure any misrepresentation, breach of warranty, or breach of covenant.

The Parties will do all other acts that may be reasonably necessary or desirable in the reasonable opinion of the Parties to consummate the Contemplated Transactions, all without further consideration.

5.8.   Intentionally Deleted.

5.9  Termination of this Option . The Parties may terminate this Option as provided below:

(a)  Buyer and Seller may terminate this Option by mutual written Consent at any time prior to the Closing Date;

(b)  Buyer may terminate this Option by giving written notice to Seller at any time prior to the Closing if Buyer determines that (i) any Governmental Authorizations, Permits, Consent, Approvals, licenses, Contracts, or any other permits or approvals contemplated by this Option are not in existence, have not been obtained by the Companies, or the Companies either do not have full right, title and interest in and to such Governmental Authorizations, Permits, Consents, Approvals, licenses, Contracts, or any other permits or approvals; or such Governmental Authorizations, Permits, Approvals, Consents, licenses, Contracts, or any other permits or approvals cannot be transferred to or issued directly to and in the name of the Companies; and/or (ii) such Governmental Authorizations, Permits, Approvals, Consents, licenses, Contracts, or any other permits or approvals cannot be issued, conveyed, assigned or transferred to the Companies.

(c)  Buyer may terminate this Option by giving written notice to Seller at any time prior to the Closing (i) in the event Seller has Breached any representation, warranty, or covenant contained in this Option in any respect, Buyer has notified Seller of the Breach, and the Breach has continued without cure for a period of ten (10) days after the notice of Breach; and,

(d)  Buyer may terminate this Option in the event any Improvements have been substantially destroyed or damaged.

(e) This Option shall terminate if same shall not have been exercised prior to the termination of the Lease Agreement.

If this Option terminates pursuant to this Section 5.9 , all rights and obligations of the Parties hereunder shall terminate without any liability of any Party to any other Party (except for (i) any liability of any Party then in Breach, (ii) the obligations of the Parties pursuant to Section 5.3 .

5.10 Intentionally Deleted.

SECTION 6
CONDITIONS TO OBLIGATION TO CLOSE

6.1  Conditions to Obligation of Buyer to Close . The obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:

(a)  The representations and warranties of Seller set forth in Section 3 shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by terms such as “material” and “Material Adverse Effect,” in which case such representations and warranties shall be true and correct in all respects at and as of the Closing Date. Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;

(b)  On or before the Closing, Seller shall file for and obtain in the name of Buyer all the necessary Governmental Authorizations from any Governmental Body (collectively the “ Approvals ”) having jurisdiction over the Property, or the Businesses, in order for the Permits to be issued to the Buyer. Seller covenants to use good faith and due diligence to actively pursue the Approvals. Seller shall execute any additional agent authorization documentation and any other document, instrument or certificate specifically required by any Governmental Body to permit the Companies to obtain the Permits and Approvals;

(c)  The Seller shall have procured all of the third-party Consents specified in Schedule 3.3 and 3.7(b) ;

(d)  No action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (i) prevent consummation of any of the transactions contemplated by this Option, (ii) cause any of the transactions contemplated by this Option to be rescinded following consummation, or (iii) affect adversely the right of Buyer to own the Assets, including the Property, and to operate the Businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);

(e)  Seller shall execute any additional agent authorization documentation and any other document, instrument or certificate specifically required by any Governmental Body to permit the Buyer to obtain the Permits and Approvals;

(f) The Assets shall be free and clear of all liens or third party claims.

(g)  Seller shall have executed and delivered to Buyer a non-competition, non-solicitation, and confidentiality agreements acceptable to Buyer that, among other things, prevent s Seller and Ali Manesh from competing with the Buyer or the Businesses or the business of Buyer within a 150 mile radius of each of the Property or soliciting customers or employees of the Buyer for a period of five (5) years following the Closing Date or from disclosing confidential information regarding the Companies for a period of eight (8) years from the Closing Date. Such agreements shall be substantially in the form of Paragraph 19.15 of the Lease Agreement (the “ Restrictive Covenants Agreements ”);

(h) Seller shall have delivered to Buyer a non-foreign affidavit dated as of the Closing Date, sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Code Section 1445, stating that Seller is not a “Foreign Person” as defined in Code Section 1445;

(i) Seller shall have executed and delivered to Buyer a certificate from Seller that the representations and warranties of Seller set forth herein are true and correct as of Closing;

(j) All actions to be taken by Seller in connection with Contemplated Transactions and all certificates, opinions, instruments, and other documents required to effect the Contemplated Transaction shall be reasonably satisfactory in form and substance to Buyer;

(k) Seller shall have delivered to Buyer a certificate of the Secretary of Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying as to any resolutions of the Members and Manager of the Seller relating to this Option and the Contemplated Transactions;

(l)  Seller shall have executed a general warranty deed for the Land, subject only to the Permitted Exceptions in the form attached hereto as Schedule 6.1(i);

(m) An authorized representative of Seller shall have executed and delivered a general seller’s affidavit in form regarding the Land acceptable to Buyer in the form attached hereto as Schedule 6.1(j);

(n) Such other documents as the third party title insurer insuring the Land may require issuing a policy of title insurance subject only to the Permitted Exceptions.

Buyer may waive any condition specified in this Section 6.1 if it executes a writing so stating at or prior to the Closing.

6.2  Conditions to Obligation of Seller to Close . The obligation of Seller to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions:

(a) The representations and warranties of Buyer set forth in Section 4 shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by terms such as “material” and “Material Adverse Effect,” in which case such representations and warranties shall be true and correct in all respects at and as of the Closing Date;

(b) Buyer shall not be in material breach of its obligations under the Lease Agreement or that certain Exclusive Commercial Patent License Agreement entered into by Buyer, Seller and Principal on or about November 8, 2017.

(c) No action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (i) prevent consummation of any of the transactions contemplated by this Option or (ii) cause any of the transactions contemplated by this Option to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);

(d) Buyer shall have delivered to Seller a certificate to the effect that each of the conditions specified above in Section 6.2(a) - (b) is satisfied in all respects;

(e) Buyer shall have delivered to Seller (i) a certificate of good standing for Buyer issued on or soon before the Closing Date by the Secretary of State (or comparable officer) of the State of Georgia;

(f) Buyer shall have delivered to Seller a certificate of the secretary or an assistant secretary of Buyer, dated as of the Closing Date, in form and substance reasonably satisfactory to Seller, certifying as to any resolutions of the Member of the Buyer relating to this Option and the Contemplated Transactions;

(g) Buyer shall have executed and delivered to Seller a certificate from Buyer that the representations and warranties of Buyer set forth herein are true and correct as of Closing; and,

(h) all actions to be taken by Buyer in connection with consummation of the Contemplated Transactions and all certificates, opinions, instruments, and other documents required to effect the Contemplated Transactions will be reasonably satisfactory in form and substance to Seller.

Seller may waive any condition specified in this Section 6.2 if Seller executes a writing so stating at or prior to the Closing.

SECTION 7

 INDEMNIFICATION

7.1  Survival . Subject to the provisions of this Section 7 and Section 8 , all representations, warranties, covenants and obligations of the Parties contained in this Option and in the agreements, instruments and other documents delivered pursuant to this Option will survive the Closing and the consummation of the Contemplated Transactions.

7.2  Indemnification by Buyer . Buyer hereby covenants and agrees that, to the fullest extent permitted by Legal Requirement, it will defend, indemnify and hold harmless Seller and its Related Persons and Representatives, and their respective officers, directors, members, managers, employees, agents, and Representatives, and all successors and assigns of the foregoing (collectively, the “ Seller Indemnified Persons ”), for, from and against any Adverse Consequences, arising from or in connection with:

(a)  any breach of, or any inaccuracy in, any representation or warranty made by Buyer (i) in this Option, (ii) the Schedules, (iii) the certificates delivered pursuant to Section 6 of this Option , or (iv) any other document, writing or instrument delivered by Buyer pursuant to Section 6 of this Option ;

(b)  any breach of, or failure to perform or comply with, any covenant, obligation or agreement of Buyer in this Option or in any other certificate, document, writing or instrument delivered by Buyer pursuant to Section 6 of this Option; or

(c)  any claim by any Person for any brokerage or finder’s fee, commission or similar payment based upon any agreement or understanding made, or alleged to have been made, by any Person with Buyer in connection with this Option or any of the Contemplated Transactions.

7.3  Indemnification by Seller .

(a)  Seller and Principal (the “Seller Indemnifying Parties”) hereby covenant s and agree s that, to the fullest extent permitted by Legal Requirement, it will defend, indemnify and hold harmless Buyer, and its Related Persons and Representatives, and their respective officers, directors, members, managers, employees, agents, and Representatives, and all successors and assigns of the foregoing (collectively, the “ Buyer Indemnified Persons ”), for, from and against any Adverse Consequences arising from or in connection with:

(i) any breach of, or any inaccuracy in, any representation or warranty made by Seller in (A) this Option, (B) the Schedules, (C) the certificates delivered pursuant to this Option, (D) any transfer instrument delivered by Seller pursuant this Option, or (E) any other certificate, document, writing or instrument delivered by Seller pursuant this Option;

(ii) any breach of, or failure to perform or comply with, any covenant, obligation or agreement of Seller in this Option or in any other certificate, document, writing or instrument delivered by Seller pursuant to Section 6 of this Option;

(iii) any Liability of the Seller based on facts, events or circumstances occurring before the 12-31-2017, or arising out of or in connection Seller’s ownership of or Seller’s operation of the Assets and Businesses prior to the Closing known by Seller, whether or not such Liabilities or claims, absolute, accrued or contingent, on such date;

(iv) all Seller Liabilities;

(v) all Current Litigation Matters to the extent of Seller’s operation of the Assets and Businesses;

(vi)  any claim by any Person for any brokerage or finder’s fee, commission or similar payment based upon any agreement or understanding alleged to have been made by such Person with any Seller in connection with this Option or any of the Contemplated Transactions;

(vii)  The Retained Liabilities; and

(viii)  any Indebtedness of Seller outstanding on the Closing Date.

7.4  Time Limitations.

(a)  Subject to the limitations and other provisions of this Option, a Buyer Indemnified Person may only assert a claim for indemnification under Section 7.2 during the applicable period of time (the “ Buyer Claims Period ”) specified as follows:

(i)  with respect to any claim arising out of (A) any breach of, or any inaccuracy in, any representation or warranty contained in Sections 3.1 , 3.2, 3.5 , 3.6 or 3.9 of this Option, (B) fraud, willful misrepresentation or willful misconduct, (C) any Retained Liability or any Indebtedness of the Companies outstanding on the Closing Date, (D) any Liability for any Current Litigation Matter, or (E) any Liability resulting from, caused by, or arising in connection with any Excluded Contracts, the Buyer Claims Period will commence on the date of this Option and continue indefinitely; and

(ii)  with respect to any other indemnification claim (other than any breach of, or failure to perform or comply with, any covenant, obligation or agreement of Seller contained in Section 8 , which are subject only to Section 8 ) made under Section 7.3 , the Buyer Claims Period will commence on the date of this Option and continue until the date that is eighteen (18) months after the Closing Date; provided , however , that with respect to any such indemnification claim made under Section 7.3(a)(ii) regarding Seller’s breach of, or failure to perform or comply with, any obligation hereunder or under any related agreement that is intended to survive and continue after the Closing, the Buyer Claims Period will continue for as long as such obligation is outstanding (other than any breach of, or failure to perform or comply with, any covenant, obligation or agreement of Seller contained in Section 8 , which are subject to Section 8 ).

(b)  For purposes of this Option, a Seller Indemnified Person may only assert a claim for indemnification under Section 7.2 during the applicable period of time (the “ Seller Claims Period ”) commencing on the date of this Option and continuing until the date that is two (2) years after the Closing Date; provided , however , that with respect to any such indemnification claim regarding the Breach by Buyer of any obligation hereunder or under any related agreement that is intended to survive and continue after the Closing, the Seller Claims Period will continue for as long as such obligation is outstanding.

Notwithstanding anything to the contrary in this Section 7.4 , if before 5:00 p.m. (eastern time) on the last day of the applicable Buyer Claims Period or Seller Claims Period, any Party against which an indemnification claim has been made hereunder has been properly notified in writing of such claim for indemnity hereunder and the basis thereof, including with reasonable supporting details for such claim (to the extent then known), and such claim has not been finally resolved or disposed of as of such date, then such claim will continue to survive and will remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms of this Option.

7.5  Indemnity Claims . Neither Buyer nor Seller Indemnifying Parties shall be liable for any claim for indemnification under Section 7.2 or Section 7.3(a) until the claiming party has incurred Adverse Consequences totaling One Hundred Thousand and 00/100 Dollars ($100,000.00), whereupon the indemnifying party shall remain liable for all Adverse Consequences incurred by the claiming party up to and including an amount equal to twenty percent (20.0%) of the Purchase Price (the “ Indemnification Cap ”). The Indemnification Cap shall not apply to any claim for Adverse Consequences relating to any of the following:

(a)  Seller’s breach of its representations and warranties set forth Sections 3.1 , 3.5 , 3.6 , or 3.9;

(b)  Buyer’s breach of its representations and warranties set forth Sections 4.1, 4.2 or 4.5 ; or

(c)  Adverse Consequences resulting from acts of fraud.

7.6  Third-Party Claims.

(a)  No later than ten (10) Business Days after receipt by a Person entitled to indemnity under Section 7.2 or 7.3 or 2.4 (an “ Indemnified Person ”) of notice of the assertion of a Third-Party Claim against it, such Indemnified Person shall give notice to the Person obligated to indemnify under such section (an “ Indemnifying Person ”) of the assertion of such Third-Party Claim and a copy of any writing by which, such Third-Party assertion is made. The failure to notify the Indemnifying Person will relieve the Indemnifying Person of any liability that it may have to any Indemnified Person to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is materially prejudiced by the Indemnified Person’s failure to give such notice.

(b)  If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 7.6(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel reasonably satisfactory to the Indemnified Person ( provided , such counsel has appropriate experience in the subject matter relating to the claim). After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Section 7.6(b) for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) such assumption will conclusively establish for purposes of this Option that the claims made in that Third-Party Claim are within the scope of and subject to indemnification, and (ii) no compromise or settlement of such Third-Party Claims may be effected by the Indemnifying Person without the Indemnified Person’s Consent unless: (A) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any Person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claims effected without its Consent. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person’s notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person.

(c)  Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it or its Related Persons other than as a result of monetary damages for which it would be entitled to indemnification under this Option, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Person will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Option or any compromise or settlement effected without its Consent (which may not be unreasonably withheld).

(d)  With respect to any Third-Party Claim subject to indemnification under this Section 7 and Section 2.4 : (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel; and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim.

(e)  With respect to any Third-Party Claim subject to indemnification under this Section 7 and Section 2.4 , the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its best efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure); and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

7.7  Payment of Claims . A claim for indemnification may be asserted by written notice to the Party from whom indemnification is sought and will be paid promptly after such notice, together with satisfactory proof of Adverse Consequences or other documents evidencing the basis of the Adverse Consequences sought are received.

(a)  No later than ten (10) Business Days after receipt by a Person entitled to indemnity under Section 7.2 or 7.3 or 2.4 (an “ Indemnified Person ”) of notice of the assertion of a Third-Party Claim against it, such Indemnified Person shall give notice to the Person obligated to indemnify under such section (an “ Indemnifying Person ”) of the assertion of such Third-Party Claim and a copy of any writing by which, such Third-Party assertion is made. The failure to notify the Indemnifying Person will relieve the Indemnifying Person of any liability that it may have to any Indemnified Person to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is materially prejudiced by the Indemnified Person’s failure to give such notice.

(b)  If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 7.6(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel reasonably satisfactory to the Indemnified Person ( provided , such counsel has appropriate experience in the subject matter relating to the claim). After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Section 7.7(b) for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) such assumption will conclusively establish for purposes of this Option that the claims made in that Third-Party Claim are within the scope of and subject to indemnification, and (ii) no compromise or settlement of such Third-Party Claims may be effected by the Indemnifying Person without the Indemnified Person’s Consent unless: (A) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any Person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claims effected without its Consent. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person’s notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person.

(c)  Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it or its Related Persons other than as a result of monetary damages for which it would be entitled to indemnification under this Option, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Person will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Option or any compromise or settlement effected without its Consent (which may not be unreasonably withheld).

(d)  With respect to any Third-Party Claim subject to indemnification under this Section 7 and Section 2.4 : (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel; and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim.

(e)  With respect to any Third-Party Claim subject to indemnification under this Section 7 and Section 2.4 , the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its best efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure); and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

7.8  Other Remedies . The foregoing right of any setoff provisions, holdback provisions and indemnification provisions are in addition to, and not in derogation of, any statutory, equitable, or common law remedy any Party may have in connection with this Option and the Contemplated Transactions.

Section 8
MISCELLANEOUS

8.1  Expenses . Each of Buyer and Seller will bear their own costs and expenses (including legal fees and expenses) incurred in connection with this Option and the Contemplated Transaction, and Seller shall also bear the costs and expenses of the Companies (including all of their legal fees and expenses) in connection with this Option and the Contemplated Transactions. Seller shall also bear the costs and expenses incurred solely in connection with the transfer of the Assets to Buyer, if any. Seller shall be responsible for all federal and state income or similar taxes imposed on Seller as a result of the Contemplated Transaction hereby.

8.2  Notices . All notices, requests, demands, claims and other communications permitted or required to be given hereunder after the Buyer has exercised this Option (the notice provisions regarding the exercise of the Option being controlled by the Lease Agreement) must be in writing and will be deemed duly given and received (i) if personally delivered, when so delivered, (ii) if mailed, three (3) Business Days after having been sent by registered or certified mail, return receipt requested, postage prepaid and addressed to the intended recipient as set forth below, (iii) if sent by electronic facsimile, once transmitted to the fax number specified below and the appropriate telephonic confirmation is received, provided that a copy of such notice, request, demand, claim or other communication is promptly thereafter sent in accordance with the provisions of clause (ii) or (v) hereof, (iv) if sent by Email, on the date sent if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient, or (v) if sent through an overnight delivery service in circumstances to which such service guarantees next day delivery, the Business Day following being so sent:

(a)         To Buyer:

Meridian Innovations, LLC

One Glenlake Parkway, NE

Suite 900

Atlanta, Georgia 30328

Attn: Jeffrey Cosman

Email: jsc@jscosinc.com

Phone: (724) 799-4305

with a copy (which will not constitute valid delivery to Buyer) to:

Richard J. Dreger, Attorney at Law, P.C.

11660 Alpharetta Highway

Building 700, Suite 730

Roswell, Georgia 30076

Attn: Richard J. Dreger, Esq.

Email: Rick@rdregerlaw.com

Phone: (678) 566-6901

(b)         To Parent:

Meridian Waste Solutions, Inc.

One Glenlake Parkway, NE

Suite 900

Atlanta, Georgia 30328

Attn: Jeffrey Cosman

Email: jsc@jscosinc.com

Phone: (724) 799-4305

with a copy (which will not constitute valid delivery to Parent) to:

Richard J. Dreger, Attorney at Law, P.C.

11660 Alpharetta Highway

Building 700, Suite 730

Roswell, Georgia 30076

Attn: Richard J. Dreger, Esq.

Email: Rick@rdregerlaw.com

Phone: (678) 566-6901

(c)          To Seller:

American Science and Technology Corporation

1367 W. Chicago Avenue

Chicago, Illinois 60642

Attention: Dr. Ali Manesh, President

Email: am@amsnt.com

Phone: _________________________

and

Ali Manesh

1367 West Chicago Ave.

Chicago IL 60642

Attention: ______________________

Email: am@amsnt.com

Phone: 312-898-3333

with a copy (which will not constitute valid delivery to Seller) to:

_______________________________

_______________________________

_______________________________

Attention: ______________________

Email: _________________________

Phone: _________________________

Either Party may give any notice, request, demand, claim or other communication hereunder using any other means (including, without limitation, electronic mail), but no such notice, request, demand, claim or other communication will be deemed to have been duly given or received unless and until it actually is received by the Party for which it is intended and the notifying Party can provide evidence of such actual receipt. Either Party may change its address for the receipt of notices, requests, demands, claims and other communications hereunder by giving the other Party notice of such change in the manner herein set forth.

8.3  Waiver . Neither any failure nor any delay by any Party in exercising any right, power or privilege under this Option or any of the documents referred to in this Option will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. To the maximum extent permitted by Legal Requirement: (a) no claim or right arising out of this Option or any of the documents referred to in this Option can be discharged by one Party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by another Party; (b) no waiver that may be given by a Party will be applicable except in the specific instance for which it is given; and (c) no notice to or demand on one Party will be deemed to be a waiver of any obligation of that Party or of the right of the Party giving such notice or demand to take further action without notice or demand as provided in this Option or the documents referred to in this Option.

8.4  Entire Agreement and Modification . This Option (including the Schedules and Exhibits hereto and the other agreements and instruments to be executed and delivered by the Parties pursuant to Section 6 hereto) constitutes the entire and final agreement among the Parties with respect to the subject matter hereof, and supersedes and replaces all prior agreements, understandings, commitments, communications and representations made among the Parties, whether written or oral, with respect to the subject matter hereof. This Option may not be amended, supplemented, or otherwise modified except by a written agreement executed by the Parties.

8.5  Assignments; Successors; No Third-Party Rights . No Party may assign any of its rights or delegate or cause to be assumed any of its obligations under this Option without the prior written Consent of each other Party, except that Buyer may assign any of its rights hereunder to, and cause all of its obligations hereunder to be assumed by, any Related Person without the Consent of Seller; provided , however , that in the event of such an assignment by Buyer, Buyer shall remain responsible for all of its obligations hereunder. Subject to the preceding sentence, this Option will apply to, be binding in all respects upon and inure to the benefit of the successors and permitted assigns of the Parties, including Ali Manesh. Nothing expressed or referred to in this Option will be construed to give any Person other than the Parties any legal or equitable right, remedy or claim under or with respect to this Option or any provision of this Option, except such rights as will inure to a successor or permitted assignee pursuant to this Section 8.5 .

8.6  Severability . If any provision of this Option, or the application of any such provision to any Person or circumstance, is held to be unenforceable or invalid by any Governmental Body or arbitrator or under any Legal Requirement, the Parties will negotiate an equitable adjustment to the provisions of this Option with the view to effecting, to the greatest extent possible, the original purpose, intent and commercial effect of such provision and of this Option. In any event, the invalidity of any provision of this Option or portion of a provision will not affect the validity of any other provision of this Option or the remaining portion of the applicable provision.

8.7  Dates and Times . Dates and times set forth in this Option for the performance of the Parties’ respective obligations hereunder or for the exercise of their rights hereunder will be strictly construed, time being of the essence of this Option. All provisions in this Option which specify or provide a method to compute a number of days for the performance, delivery, completion or observance by any Party of any action, covenant, agreement, obligation or notice hereunder will mean and refer to calendar days, unless otherwise expressly provided. Except as expressly provided herein, the time for performance of any obligation or taking any action under this Option will be deemed to expire at 5:00 p.m. (eastern time) on the last day of the applicable time period provided for herein. If the date specified or computed under this Option for the performance, delivery, completion or observance of a covenant, agreement, obligation or notice by any Party, or for the occurrence of any event provided for herein, is a day other than a Business Day, then the date for such performance, delivery, completion, observance or occurrence will automatically be extended to the next Business Day following such date.

8.8  Governing Law . This Option will be governed by and construed in accordance with the internal laws of the State of Wisconsin without giving effect to any choice or conflict of law provision or rule (whether of the State of Wisconsin or any other jurisdiction).

8.9  Dispute Resolution; Submission to Jurisdiction; Waiver of Jury Trial .

Any dispute or difference between or among any of the Parties arising out of or in connection with this Option or the Contemplated Transactions, including without limitation any dispute for indemnification under Section 7 , which such Parties are unable to resolve themselves shall be submitted to and resolved by arbitration before a single arbitrator, for amounts in dispute under Two Hundred Thousand and 00/100 Dollars ($200,000.00) and otherwise before a panel of three (3) arbitrators, which arbitration shall be governed by and enforceable under the Federal Arbitration Act, as supplemented or modified by the provisions of this Section 8.9 . The arbitrator(s) will consider the dispute at issue in Wausau, Wisconsin within one hundred twenty (120) days (or such other period as may be acceptable to the Parties to the dispute) of the designation of the arbitrator. The arbitrator(s) will deliver a written award, including written findings of fact and conclusions of law, with respect to the dispute to each of the arbitrating Parties, who will promptly act in accordance therewith. In no event will the arbitrator(s) have the power to award damages in connection with any dispute in excess of actual compensatory damages. In particular, the arbitrator(s) may not multiply actual damages or award consequential, indirect, special or punitive damages, including, without limitation, damages for lost profits or loss of business opportunity. Any award of the arbitrator(s) will be final, conclusive and binding on the arbitrating Parties; provided, however, that any such Party may seek the vacating, modification or correction of the arbitrator(s)’ decision or award as provided under Section 10 and Section 11 of the Federal Arbitration Act 9 U.S.C. §1-14. Any Party to an arbitration proceeding may enforce any award rendered pursuant to the arbitration provisions of this Section 8.9 by bringing suit in any court of competent jurisdiction located in the City of Atlanta, Georgia. All costs and expenses attributable to the arbitrator(s) will be allocated between the Parties to the arbitration in such manner as the arbitrator(s) determine to be appropriate under the circumstances. Any Party may file a copy of this Section 8.9 with any arbitrator or court as written evidence of the knowing, voluntary and bargained agreement among the Parties with respect to the subject matter of this Section 8.9 .

EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY OF THEM AGAINST THE OTHER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS OPTION, OR ANY OTHER AGREEMENTS EXECUTED IN CONNECTION HEREWITH, OR THE ADMINISTRATION THEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE BUYER TO ENTER INTO THIS OPTION.

8.10  Execution of Agreement . This Option may be executed in one or more counterparts, each of which will be deemed to be an original copy and all of which, when taken together, will be deemed to constitute one and the same agreement. The exchange of copies of this Option and of signature pages by facsimile transmission or electronic mail in PDF format will constitute effective execution and delivery of this Option as to the Parties and may be used in lieu of the original Agreement for all purposes. Signatures of the Parties transmitted by facsimile or by electronic mail in PDF format will be deemed to be their original signatures for all purposes.

8.11  Specific Performance . Each Party acknowledges and agrees that each Party would be damaged irreparably in the event any provision of this Option is not performed in accordance with its specific terms or otherwise is breached, so that each Party shall be entitled to injunctive relief to prevent breaches of this Option and to enforce specifically this Option and the terms and provisions hereof in addition to any other remedy to which a Party may be entitled, at law or in equity. In particular, Seller acknowledge that the Businesses of the Companies are unique and recognize and affirm that in the event Seller Breaches this Option, money damages would be inadequate and Buyer would have no adequate remedy at law, so that Buyer shall have the right, in addition to any other rights and remedies existing in its favor, to enforce its rights and obligations hereunder not only by action for damages but also by action for specific performance, injunctive, and/or other equitable relief.

(See following page for execution signatures)

IN WITNESS WHEREOF, the Parties hereto have executed this Option as of the Effective Date, intending to be legally bound.

(SIGNATURE PAGE TO TERMS and CONDITiONS OF OPTION )

SCHEDULE 1.1
DEFINED TERMS

“ Accounts Receivable ” means (i) all trade and other accounts receivable and other rights to payment from past or present customers of the Seller, and the full benefit of all security for such accounts or rights to payment, including all trade and other accounts receivable representing amounts receivable in respect of services rendered to customers of the Business, and (ii) any claim, remedy or other right related to any of the foregoing.

“ Adverse Consequences ” means all actions, suits, Proceedings, hearings, investigations, charges, complaints, claims, demands, diminutions in value, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement or claims, obligations, Taxes, Liens, losses, interest, expenses (including costs of investigation and defense), any other Liability and fees, including court costs and reasonable attorneys’ fees and expenses, whether or not involving a Third-Party Claim.

“ Affiliated Group ” means any affiliated group within the meaning of Code Section 1504(a) or any similar group defined under a similar provision of state, local or foreign law.

“ Agreement ” has the meaning set forth in the preface.

“ Approvals ” has the meaning set forth in Section 6.1(b) .

“ Assets ” has the meaning set forth in Section 2.1 .

“ Basis ” means any past or present fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction that forms or could form the basis for any specified consequence.

“ Biomass Feedstock Costs ” means the acquisition cost of any cellulosic, or plant based material, free of debris

“ Biorefinary Patents ” means the following United States Patents: Patent Numbers 9,365,525 and 9,382,283.

“ Breach ” means any breach of, or any inaccuracy in, any representation or warranty or any breach of, or failure to perform or comply with, any covenant, obligation or agreement, in or of this Option or any other Contract, agreement or instrument (whether or not related to this Option), or in or of any corporate, Seller or partnership organizational document or agreement, any Governmental Authorization, Order or Legal Requirement, or any other breach of any written instrument, or any event which with the passing of time or the giving of notice, or both, would constitute such a breach, inaccuracy or failure.

“ Business ” has the meaning set forth in the Background Facts.

“ Business Day ” means any day other than a Saturday or Sunday or any Legal Holiday or other day on which banks in Wisconsin are permitted or required by Legal Requirement to be closed.

“ Buyer ” has the meaning set forth in the preface.

“ Buyer Claims Period ” has the meaning set forth in Section 7.4(a).

“ Buyer Indemnified Persons ” has the meaning set forth in Section 7.3 .

“ Closing ” and “ Closing Date ” has the meaning set forth in Section 2.5 .

“ COBRA ” means the requirements of Part 6 of Subtitle B of Title I of ERISA and Code Section 4980B and of any similar state law.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Confidential Information ” has the meaning set forth in Section 5.3 .

“ Consent ” means any approval, consent, ratification, waiver or other authorization.

“ Contemplated Transactions ” means all of the transactions contemplated by this Option.

“ Contract ” means any agreement, contract, license, lease, consensual obligation, promise or undertaking (whether written or oral and whether express or implied), whether or not legally binding.

“ Current Litigation Matters ” has the meaning set forth in Section 3.16 .

“ Disclosure Schedule ” has the meaning set forth in the introductory paragraph to Section 3 .

“ Effective Date ” has the meaning set forth in the preface.

“ Employee Benefit Plan ” means all “employee benefit plans” as defined by Section 3(3) of the Employee Retirement Income Security Act of 1974 (“ ERISA ”), all specified fringe benefit plans as defined in Section 6039D of the Code, and all other bonus, incentive-compensation, deferred-compensation, profit-sharing, stock-option, stock-appreciation-right, stock-bonus, stock-purchase, employee-stock-ownership, savings, severance, change-in-control, supplemental-unemployment, layoff, salary-continuation, retirement, pension, health, life-insurance, disability, accident, group-insurance, vacation, holiday, sick-leave, fringe-benefit or welfare plan, and any other employee compensation or benefit plan, agreement, policy, practice, commitment, contract or understanding (whether qualified or nonqualified, currently effective or terminated, written or unwritten) and any trust, escrow or other agreement related thereto that (i) is maintained or contributed to by the Seller or any other corporation or trade or business controlled by, controlling or under common control with Sellers (within the meaning of Section 414 of the Code or Section 4001(a)(14) or 4001(b) of ERISA) (“ ERISA Affiliate ”) or has been maintained or contributed to in the last six (6) years by the Seller or any ERISA Affiliate, or with respect to which the Seller or any ERISA Affiliate has or may have any liability, and (ii) provides benefits, or describes policies or procedures applicable to any current or former director, officer, employee or service provider of the Seller or any ERISA Affiliate, or the dependents of any thereof, regardless of how (or whether) liabilities for the provision of benefits are accrued or assets are acquired or dedicated with respect to the funding thereof.

“ Employee Welfare Benefit Plan ” has the meaning set forth in ERISA Section 3(1).

“ Environment ” means soil, land surface or subsurface strata, surface waters, groundwaters, drinking water supply, stream sediments, ambient air (including indoor air), plant and animal life and any other environmental medium or natural resource.

“ Environmental, Health and Safety Liabilities ” means any and all costs, damages, Adverse Consequences, expenses, Liabilities and/or other responsibility arising from or under any Environmental Law or Occupational Safety and Health Law, including those consisting of or relating to (i) any environmental, health or safety matter or condition (including on-site or off-site contamination, and/or occupational safety and health regulation of any chemical substance or product), (ii) any fine, penalty, judgment, award, settlement, Proceeding, damages, Adverse Consequence, loss, claim, demand or response, remedial or inspection cost or expense arising under any Environmental Law or Occupational Safety and Health Law, (iii) financial responsibility under any Environmental Law or Occupational Safety and Health Law for cleanup costs or corrective action, including any cleanup, removal, containment or other remediation or response actions (“ Cleanup ”) required by any Environmental Law or Occupational Safety and Health Law (whether or not such Cleanup has been required or requested by any Governmental Body or any other Person) and for any natural resource damages, and/or (iv) any other compliance, corrective or remedial measure required under any Environmental Law or Occupational Safety and Health Law. For purposes of this definition, the terms “removal,” “remedial” and “response action” include the types of activities covered by the United States Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA).

“ Environmental Law ” means any Legal Requirement that requires or relates to (i) advising appropriate Governmental Bodies, employees or the public of any intended Release, actual Release or Threat of Release of pollutants or Hazardous Materials, violations of discharge limits or other prohibitions and the commencement of activities, such as resource extraction or construction, that could have significant impact on the Environment, (ii) preventing or reducing to acceptable levels the Release of pollutants or Hazardous Materials into the Environment, (iii) reducing the quantities, preventing the Release or minimizing the hazardous characteristics of wastes that are generated, (iv) assuring that products are designed, formulated, packaged and used so that they do not present unreasonable risks to human health or the Environment when used or disposed of, (v) protecting resources, species or ecological amenities, (vi) reducing to acceptable levels the risks inherent in the transportation of pollutants, Hazardous Materials or other potentially harmful substances, (vii) cleaning up pollutants that have been Released, preventing the Threat of Release or paying the costs of such clean up or prevention, (viii) making responsible Persons pay private parties, or groups of them, for damages done to their health or the Environment or permitting self-appointed representatives of the public interest to recover for injuries done to public assets; or (ix) governing or regulating any Hazardous Activities.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

“ ERISA Affiliate ” means each entity that is treated as a single employer with Seller for purposes of Code Section 414.

“ Excluded Assets ” has the meaning set forth in Section 2.2 .

“ GAAP ” means generally accepted accounting principles as in effect in the United States of America, as determined by the Financial Accounting Standards Board from time to time, applied on a consistent basis as of the date of any application thereof.

“ Governmental Authorization ” means any zoning approvals, permits (including the Permits), franchise rights, rights-of-way, Consent, license, permission, registration, permit or other right or approval issued, granted, given or otherwise made available by or under the authority of any Governmental Body or pursuant to any Legal Requirement and all pending applications therefor or renewals thereof.

“ Governmental Body ” means any (i) nation, state, county, city, town, borough, village, district or other jurisdiction, (ii) federal, state, county, local, municipal, foreign or other government, (iii) governmental or quasi-governmental authority of any nature (including any agency, branch, department, board, commission, court, tribunal or other entity exercising governmental or quasi-governmental powers), (iv) body exercising, or entitled or purporting to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power, (v) Indian tribal authority, (vi) multinational organization or body, or (vii) official of any of the foregoing.

“ Hazardous Activity ” means, with respect to any Person (including any Party or the Seller or their Related Persons), the distribution, generation, handling, importing, management, manufacturing, processing, production, refinement, Release, storage, transfer, transportation, treatment or use (including any withdrawal or other use of groundwater) of Hazardous Material in, on, under, about or from any Property or other facility or real property owned, leased, operated or otherwise used by such Person or any of its contractors in connection with the conduct of the business of such Person, or from any other asset of such Person, into the Environment and any other act, business, operation or thing that increases the danger, or risk of danger, or poses an unreasonable risk of harm, to persons or property, whether on or off the aforementioned Property, facilities or other real property, beyond what is authorized by any Environmental Law relating to the business of such Person.

“ Hazardous Material ” means any substance, material or waste which is or will foreseeably be regulated by any Governmental Body, including any material, substance or waste which is defined as a “hazardous waste,” “hazardous material,” “hazardous substance,” “extremely hazardous waste,” “restricted hazardous waste,” “contaminant,” “pollutant,” “toxic waste” or “toxic substance” under any provision of Environmental Law, and including petroleum, petroleum products, asbestos, presumed asbestos-containing material or asbestos-containing material, urea formaldehyde and polychlorinated biphenyls.

“ Improvements ” means all buildings, structures, fixtures, building systems and equipment, and all components thereof, including the roof, foundation, load-bearing walls, and other structural elements thereof, heating, ventilation, air conditioning, mechanical, electrical, plumbing and other building systems, environmental control, remediation and abatement systems, sewer, storm, and waste water systems, irrigation and other water distribution systems, parking facilities, fire protection, security and surveillance systems, and telecommunications, computer, wiring, and cable installations, all of which are included in the Property.

“ Indebtedness ” means (a) any indebtedness (including all accrued interest) for borrowed money or issued in substitution for or exchange of indebtedness for borrowed money, (b) any indebtedness evidenced by any note, bond, debenture or other debt security, (c) any indebtedness for the deferred purchase price of property or services with respect to the Seller is liable, contingently or otherwise, as obligor or otherwise, (d) any commitment by which the Seller assures a creditor against loss (including, without limitation, contingent reimbursement obligations with respect to letters of credit), (e) any indebtedness guaranteed in any manner by the Seller (including, without limitation, guarantees in the form of an agreement to repurchase or reimburse), (f) any obligations under capitalized leases with respect to which the Seller is liable, contingently or otherwise, as obligor, guarantor or otherwise, or with respect to which obligations the Seller assures a creditor against loss, (g) any TRAC or synthetic leases; (h) any indebtedness secured by a Lien on the Assets of the Seller, (i) any unsatisfied obligation for “withdrawal liability” to a “Multiemployer Plan” as such terms are defined under ERISA, (j) the deficit or negative balance, if any, in the Seller’s checking account and (k) any credit card debt.

“ Indemnified Person ” has the meaning set forth in Section 7.6(a) and 7.7(a).

“ Indemnifying Person ” has the meaning set forth in Section 7.6(a) and 7.7(a).

“ Insolvent ” means being unable to pay debts as they mature, or as obligations become due and payable.

“ Insolvency Laws ” means any bankruptcy, insolvency, reorganization, moratorium or other similar Legal Requirement affecting the enforcement of creditors rights generally, and general principles of equity (regardless of whether enforcement is considered in a proceeding in law or equity).

“ IRS ” means the United States Internal Revenue Services and, to the extent relevant, the United States Department of the Treasury.

“ Intangible Personal Property ” means all intangible property used or held for use by the Seller, of whatever type or description, including (a) the business as a going concern (b) goodwill of the Seller (c) all files, records and correspondence (d) telephone numbers, telecopy numbers (e) all rights in Internet web sites and Internet domain names presently used by Seller or the Seller, and links; (f) all registered and unregistered copyrights in both published works and unpublished works, (g) the “American Science and Technology”, “American Science” and “American Technology” names, [ OTHER SPECIFIC TRADE NAMES ?] all assumed fictional business names, trade names, registered and unregistered trademarks, service marks and applications, and (h) all know-how, trade secrets, confidential or proprietary information, customer lists, software, technical information, data, process technology, plans, drawings and blue prints; and (i) all right, title and interest in and to all Seller Documents, Company Contracts , and all Permits, Governmental Authorizations, Approvals, Consents, licenses and other permits and approvals of the Seller.

“ Intellectual Property Assets ” has the meaning set forth in Section 3.19 .

“ Knowledge ” means when used to qualify a representation, warranty or other statement of a Party to this Option, the knowledge that management of the Party actually has with respect to the particular fact or matter that is the subject of such representation, warranty or other statement.

A Person (other than an individual) will be deemed to have Knowledge of a particular fact or other matter if any individual who is serving, or who has at any time served, as an officer, partner, or manager of that Person (or in any similar capacity) has, or at any time had, Knowledge of that fact or other matter.

“ Land ” that certain real property as described in Exhibit A of the Lease Agreement and having a street address of 6445 Packer Drive, Wausau, Wisconsin 54401.

“Legal Requirement ” means any federal, state, local, municipal, foreign, international, and multinational or other constitution, law, ordinance, principle of common law, code, regulation, statute or treaty.

“ Liability ” means with respect to any Person (including any Party), any Indebtedness, liability, penalty, damage, loss, cost or expense, obligation, claim, deficiency, or guaranty of such Person of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise, and whether or not the same is required to be accrued on the financial statements of such Person, including any liability for Taxes. More than one Liability shall be referred to as “Liabilities”.

“ Lien ” means with respect to any Person, any mortgage, right of way, easement, encroachment, any restriction on use, servitude, pledge, lien, charge, hypothecation, security interest, encumbrance, adverse right, interest or claim, community or other marital property interest, condition, equitable interest, encumbrance, license, covenant, title defect, option, or right of first refusal or offer or similar restriction, voting right, transfer, receipt of income or exercise of any other attribute of ownership, except for any liens for taxes not yet due or delinquent or being contested in good faith by appropriate proceedings for which adequate reserves have been established and accrued on the financial statements of such Person in accordance with GAAP.

“ Material Adverse Effect ” or “ Material Adverse Change ” means any effect or change that would be materially adverse to the Business, Assets, condition (financial or otherwise), operating results, operations, or business prospects of the Seller, taken as a whole, including the ability for the Seller to own, construct, operate and develop the Assets and the Business in Buyer’s sole discretion, the transfer or issuance to the Seller, if applicable, of any Permit, Consent, Governmental Authorization, license or other permit or approval contemplated by this Option, or on the ability of Seller consummate timely the Contemplated Transactions except for any adverse change or event arising from or relating to (a) general economic conditions or conditions which generally affect the Business of the Seller and the industry in which the Seller competes and (b) public or industry knowledge of the Contemplated Transactions.

“ Operating Costs ” or “ Operating Expenses ” means all costs and expenses incurred for the maintenance, repair and operation of a Property, which costs and expenses shall include: (i) all costs of labor, materials, supplies, equipment and services for the operation and repair of the Property and any biorefinery business operated thereon; (ii) all utilities; (iii) the cost of all maintenance and service agreements and the equipment provided thereunder; (iv) costs of all repairs to any improvements thereon or equipment located therein, including such repairs required by any law or any governmental regulation that are not required as of the date hereof by such law or regulation as presently interpreted and enforced; and (v) all such other operating expenses attributable to the Property and any biorefinery business operated thereon.

“ Order ” means any order, injunction, judgment, decree, ruling, and assessment or arbitration award of any Governmental Body or arbitrator.

“ Ordinary Course of Business ” means an action taken by a Person will be deemed to have been taken in the ordinary course of business only if that action (i) is consistent in nature, scope and magnitude with the past practices of such Person and is taken in the ordinary course of the normal, day-to-day operations of such Person, (ii) does not require authorization by the board of directors, owners, shareholders, interest holders, members or managers of such Person (or by any Person or group of Persons exercising similar authority) and does not require any other separate or special authorization of any nature, and (iii) is similar in nature, scope and magnitude to actions customarily taken, without any separate or special authorization, in the ordinary course of the normal, day-to-day operations of other Persons that are in the same line of business as such Person).

“ Organizational Documents ” means: (i) with respect to a corporation, the certificate or articles of incorporation and bylaws; (ii) with respect to any other Person any charter or similar document adopted or filed in connection with the creation, formation or organization of a Person; (iii) any operating agreement, partnership agreement, shareholder agreement or similar agreement and (iv) any amendment to any of the foregoing.

“ Party ” or “ Parties ” has the meaning set forth in the preface.

“ Permits ” has the meaning set forth in Section 2.1(ii) .

“ Person ” means an individual, a partnership, a corporation, a limited liability Seller, an association, a joint stock holding Seller, a trust, a joint venture, an unincorporated organization, any other business entity, joint venture or other entity Governmental Body (or any department, agency, or political subdivision thereof).

“ Proceeding ” means any action, arbitration, audit, hearing, investigation, litigation or suit (whether civil, criminal, administrative, judicial or investigative, whether formal or informal, whether public or private) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Body, court, or arbitrator.

“ Property ” means the Land, together with all buildings, structures, Improvements, and fixtures located thereon, including all electrical, mechanical, plumbing and other building systems, fire protection, security and surveillance systems, telecommunications, computer, wiring, and cable installations, utility installations, water distribution systems, and landscaping, together any after-acquired title of reversion, in and to the beds of the ways, roads, streets, avenues and alleys adjoining the Land; all tenements, hereditaments, easements, appurtenances, passages, waters, water rights, water courses, riparian rights, other rights, liberties and privileges thereof or in any way now or hereafter appertaining to Land, including homestead or any other claim at law or in equity as well as any after-acquired title, franchise or license and the reversion and reversions, remainder and remainders thereof; all alley rights, drainage rights and all other rights appertaining to the use or enjoyment of the Land or the Improvements (including air, oil, gas, mineral, and water rights together with all Permits).

“ Purchase Price ” has the meaning set forth in Section 2.3.

“ Real Property Lease ” means (i) any long-term lease of land in which most of the rights and benefits comprising ownership of the land and the Improvements thereon or to be constructed thereon, if any, are transferred to the tenant for the term thereof or (ii) any lease or rental agreement pertaining to the occupancy of any improved space on any real property.

“ Related Person ” means:

(i)  with respect to a particular individual: (A) each other member of such individual’s Family; (B) any Person that is directly or indirectly controlled by any one or more members of such individual’s Family; (C) any Person in which members of such individual’s Family hold (individually or in the aggregate) a Material Interest; and (D) any Person with respect to which one or more members of such individual’s Family serves as a director, officer, partner, executor or trustee (or in a similar capacity); and

(ii)  with respect to a specified Person other than an individual: (A) any Person that directly or indirectly controls, is directly or indirectly controlled by or is directly or indirectly under common control with such specified Person; (B) any Person that holds a Material Interest in such specified Person; (C) each Person that serves as a director, officer, partner, executor or trustee of such specified Person (or in a similar capacity); (D) any Person in which such specified Person holds a Material Interest; and (E) any Person with respect to which such specified Person serves as a general partner or a trustee (or in a similar capacity).

(iii)  For purposes of this definition, (a) “control” (including “controlling,” “controlled by,” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and shall be construed as such term is used in the rules promulgated under the Securities Act; (b) the “Family” of an individual includes (i) the individual, (ii) the individual’s spouse, (iii) any other natural person who is related to the individual or the individual’s spouse within the second degree and (iv) any other natural person who resides with such individual; and (c) “Material Interest” means direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Exchange Act of 1934) of voting securities or other voting interests representing at least ten percent (10%) of the outstanding voting power of a Person or equity securities or other equity interests representing at least ten percent (10%) of the outstanding equity securities or equity interests in a Person.

“ Release ” means any release, spill, emission, leaking, pumping, pouring, dumping, emptying, injection, deposit, disposal, discharge, dispersal, leaching or migration on or into the Environment or into or out of any property.

“ Remedial Action ” means all actions, including any capital expenditures, required or voluntarily undertaken (i) to clean up, remove, treat or in any other way address any Hazardous Material or other substance, (ii) to prevent the Release or Threat of Release or to minimize the further Release of any Hazardous Material or other substance so it does not migrate or endanger or threaten to endanger public health or welfare or the Environment, (iii) to perform pre-remedial studies and investigations or post-remedial monitoring and care, or (iv) to bring the Property and the operations conducted (or to be conducted) thereon into compliance with Environmental Laws and environmental Governmental Authorizations.

“ Representative ” means with respect to a particular Person, any director, officer, manager, employee, agent, consultant, advisor, accountant, financial advisor, legal counsel or other representative of that Person.

“ Restrictive Covenants Agreement ” has the meaning set forth in Section 6.1(d) .

“ Retained Liabilities ” has the meaning set forth in Section 2.4(a) .

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Seller ” has the meanings set forth in the preface.

“ Seller Claims Period ” has the meanings set forth in Section 7.4(b) .

“ Seller Indemnified Persons ” has the meaning set forth in Section 7.2 .

“ Tangible Personal Property ” means all tangible personal property used or useful in the Business, including all machinery, equipment, scales, compactors, containers, bailers, tools, spare parts, furniture, office equipment, computer hardware, supplies, materials, vehicles, trade fixtures and other items of tangible personal property of every kind owned or leased by the Seller (wherever located and whether or not carried on the books of the Seller or Seller), together with any express or implied warranty by the manufacturers or lessors of any item or component part thereof and all maintenance records and other documents relating thereto.

“ Tax ” means any income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental, windfall profit, customs, vehicle, airplane, boat, vessel or other title or registration, capital stock, franchise, employees’ income withholding, foreign or domestic withholding, social security, unemployment, disability, real property, personal property, sales, use, transfer, value added, alternative, add-on minimum and other tax, fee, assessment, levy, tariff, charge or duty of any kind whatsoever and any interest, penalty, addition or additional amount thereon imposed, assessed or collected by or under the authority of any Governmental Body or payable under any tax-sharing agreement or any other Contract, whether disputed or not and including any obligations to indemnify or otherwise assume or succeed to the Tax liability of any other Person.

“ Tax Return ” means any return (including any information return), report, statement, schedule, notice, form, declaration, claim for refund or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Body in connection with the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation or enforcement of or compliance with any Legal Requirement relating to any Tax.

“ Third Party Claim ” means any claim, issuance of any Order or the commencement of any Proceeding by any Person who is not a Party to this Option, including a Related Person of a Party, any domestic or foreign court, or Governmental Body.

“ Threat of Release ” means a reasonable likelihood of a Release that may require action in order to prevent or mitigate damage to the Environment that may result from such Release.