Form 8-K

8-K — USA Rare Earth, Inc.

Accession: 0001213900-26-063832

Filed: 2026-06-02

Period: 2026-06-01

CIK: 0001970622

SIC: 1000 (METAL MINING)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0293127-8k_usarare.htm (Primary)

EX-10.1 — LEASE AGREEMENT, DATED JUNE 1, 2026, BETWEEN TC LIBERTY DEVELOPMENT, LLC AND USA RARE EARTH, INC (ea029312701ex10-1.htm)

EX-10.2 — FEE-IN-LIEU OF AD VALOREM TAXES AND INCENTIVES AGREEMENT, DATED JUNE 1, 2026, BY AND BETWEEN CHEROKEE COUNTY, SOUTH CAROLINA AND USA RARE EARTH, INC (ea029312701ex10-2.htm)

EX-99.1 — PRESS RELEASE, DATED JUNE 2, 2026, ISSUED BY USA RARE EARTH, INC (ea029312701ex99-1.htm)

GRAPHIC (ea029312701_img1.jpg)

GRAPHIC (ea029312701_ex10-2img1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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2026-06-01

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

June 1, 2026

USA Rare Earth, Inc.

(Exact Name of Registrant as Specified in its

Charter)

Delaware

001-41711

98-1720278

(State or Other Jurisdiction

(Commission File Number)

(I.R.S. Employer

of Incorporation)

Identification No.)

100 W. Airport Road, Stillwater, OK 74075

(Address of Principal Executive Offices) (Zip

Code)

(813) 867-6155

(Registrant's telephone number, including area

code)

Not applicable

(Former Name or Former Address, if Changed Since

Last Report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001

USAR

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

The Lease

On June 1, 2026, USA Rare Earth, Inc. (the “Company”)

entered into a Lease Agreement (the “Lease”) with TC Liberty Development, LLC, a Delaware limited liability company (“Landlord”),

for the lease of a to-be-constructed specialty rare earth magnet manufacturing facility located on Bear Den Road in Blacksburg, Cherokee

County, South Carolina (the “Premises”). The Premises will be used for specialty manufacturing and general industrial/warehouse

purposes, including receiving, storing, shipping, and wholesaling products made or distributed by the Company.

The Premises consists of an approximately 800,000

square foot building to be constructed on approximately 129.9 acres of land in Blacksburg, South Carolina. The Premises is intended to

serve as the Company's rare earth magnet manufacturing facility.

The Lease has an initial term of 240 full calendar

months (20 years), commencing on the earliest of (i) the date the Company occupies any portion of the Premises and begins conducting business,

(ii) the date on which substantial completion of base building work is achieved, or (iii) the date on which substantial completion would

have been achieved but for Tenant delays (the “Commencement Date”).

The Company has two successive options to extend

the term of the Lease, each for an additional period of ten years. The Company may exercise each extension option by delivering written

notice to the Landlord not earlier than 18 months or later than 15 months prior to the expiration of the then-current term. The base rent

for each extension term will be the prevailing market rental rate for comparable space in the submarket in which the Premises is located.

In no event will the base rent for an extension term be less than 103% of the base rent in effect during the last month of the immediately

preceding term. If the Company and the Landlord do not agree on the prevailing market rental rate, the rate will be determined through

an arbitration procedure specified in the Lease.

The base rent will be determined based on final

Project Costs (as defined in the Lease) multiplied by the Lease Constant Percentage (as defined in the Lease), with 2.5% annual escalations

on each anniversary of the Commencement Date. The parties will execute an amendment to the Lease setting forth the Base Rent upon final

determination of Project Costs and the Lease Constant Percentage.

The Lease is structured as a net lease. In addition

to Base Rent, the Company is responsible for its proportionate share of operating costs, real estate taxes, and insurance, along with

a property management fee of no more than 1% so long as the Company self-manages the Premises.

The Landlord is responsible for achieving substantial

completion of the base building work. Milestone dates and associated cure periods for substantial completion are set forth in the Lease.

The Company expects to enter into a design build agreement with the Landlord which will include a liquidated damages provision for the

failure to achieve substantial completion by the applicable milestone date.

The Lease is conditioned upon Landlord's acquisition

of the land on terms satisfactory to Landlord and upon Landlord's closing of financing for the Premises within 90 days following the Lease

date. In the event Landlord elects not to purchase the land or fails to close financing, Landlord has the right to terminate the Lease,

in which case (among other things) Landlord would convey the land to the Company and the parties would execute a development services

agreement pursuant to which Landlord would serve as developer.

Provided no event of default exists, the Company

has a right of first offer to purchase the Premises prior to any sale by Landlord to an unrelated third party, subject to customary exclusions.

In addition, the Lease contains customary

provisions, including restrictions on the Company’s ability to assign or sublease the Premises, requirements for the Company to

maintain certain insurance, and indemnification obligations of the Company in favor of the Landlord. The Lease also includes customary

events of default applicable to the Company and corresponding remedies available to the Landlord, as well as termination rights for each

party under certain circumstances, including delays in delivery of the Premises, casualty events, and condemnation.

The foregoing description of the Lease does not

purport to be complete and is qualified in its entirety by reference to the full text of the Lease, which is included as Exhibit 10.1

hereto.

The Incentives Agreement

On June 1, 2026, the Company entered into a Fee-in-Lieu

of Ad Valorem Taxes and Incentives Agreement (the “Incentives Agreement”) with Cherokee County, South Carolina (the “County”)

in connection with the development of the Company's rare earth magnet manufacturing facility in the County. The Incentives Agreement provides

for certain economic development incentives to induce the Company's investment in the facility, including a fee-in-lieu of ad valorem

taxes arrangement and the inclusion of the facility in a multi-county industrial or business park.

Under the Incentives Agreement, the Company is

expected to invest approximately $800 million in the project and to create approximately 325 new jobs. To qualify for and maintain the

fee-in-lieu of ad valorem taxes arrangement, the Company is required to invest a minimum of $400 million in the project during an investment

period of eight years, which automatically extends to thirteen years if the Company has invested at least 75% of the projected investment

by the end of the initial eight-year period.

The fee-in-lieu of ad valorem taxes arrangement

provides for payments to the County calculated using a reduced assessment ratio of 4%, in lieu of the standard assessment ratio otherwise

applicable to manufacturing property, for a term of up to 40 years with respect to qualifying property placed in service during the investment

period. In addition, the facility is to be included in a multi-county industrial or business park established by the County with a partner

county, which supports the availability of the incentives.

The Incentives Agreement contains customary provisions,

including reporting and filing obligations of the Company, events of default and corresponding remedies available to the County, and termination

rights. The Company's failure to meet the minimum investment and other requirements under the Incentives Agreement may result in the reduction,

recapture, or “clawback” of incentive benefits in accordance with applicable South Carolina law.

The foregoing description of the Incentives Agreement

does not purport to be complete and is qualified in its entirety by reference to the full text of the Incentives Agreement, which is included

as Exhibit 10.2 hereto.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation

under an Off-Balance Sheet Arrangement of a Registrant.

To the extent applicable, the disclosures included

under Item 1.01 of this Current Report on Form 8-K regarding the Lease are incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

On June 2, 2026, the Company issued a press release announcing the Company's

rare earth magnet manufacturing facility project in Cherokee County, South Carolina. A copy of the press release is furnished herewith

as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01, including Exhibit

99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange

Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed

incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth

by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements

This report, including the exhibits filed hereto,

contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements

include those relating to the development and construction of the Company's rare earth magnet manufacturing facility in Cherokee County,

South Carolina, the anticipated timing and completion of construction and commencement of operations at the facility, the Company's expected

capital investment and job creation at the facility, the Company's ability to satisfy the conditions to and realize the anticipated benefits

of the Lease and the Incentives Agreement, and other statements regarding the Company's expectations for future development, operations,

strategies, transactions and financial performance. Such statements can be identified by the fact that they do not relate strictly to

historical or current facts. Words such as “aim,” “anticipate,” “believe,” “can,” “continue,”

“could,” “estimate,” “expect,” “growth,” “intend,” “may,” “might,”

“plan,” “potential,” “project,” “propose,” “should,” “target,”

“vision,” “will,” “would” and similar expressions may identify forward-looking statements, but the

absence of these words does not mean that a statement is not forward-looking.

Forward-looking statements are subject to risks

and uncertainties and potentially inaccurate assumptions that could cause actual results to differ materially from our expectations, including

without limitation: the ability of the Company and the Landlord to satisfy the conditions to the Lease, including the Landlord's acquisition

of the land and closing of financing for the facility, on the anticipated timeline or at all; the ability of the Landlord to complete

construction of the facility on the anticipated timeline or budget or at all; the availability of utilities (including power and water),

materials, and equipment in the quantities and at the prices necessary to develop and operate the facility; the Company's ability to obtain

and maintain required permits, approvals, and governmental incentives; the Company's ability to comply with the minimum investment, job

creation, and other requirements for federal, state and local government incentives and financing, including under the Incentives Agreement,

and the risk of reduction, recapture, or “clawback” of incentive benefits; risks that we may experience delays, unforeseen

expenses, increased capital costs, and other complications while developing the facility; risks that the proposed transactions with Serra

Verde Group, Carester SAS and Texas Mineral Resources Corp. may not be consummated on their anticipated timelines or at all; we may not

realize the anticipated benefits of our proposed and prior acquisitions, including expected synergies, financial performance, estimated

EBITDA and, in the case of Serra Verde Group, integration of operations, on the anticipated timeline or at all; the ability of our Stillwater

magnet manufacturing facility to commence commercial operations on the timing and with the production capacity anticipated or at all;

our limited operating history; our ability to commercially extract minerals from the Round Top deposit on our anticipated timeline or

at all; risks that we may experience delays, unforeseen expenses, increased capital costs, and other complications in operating our business;

our ability to raise necessary capital on acceptable terms or at all; potential dilution to existing stockholders and adverse effect on

our stock price if we issue additional common stock or equity-linked securities; the volatility of our stock price; our ability to enter

into definitive agreements for the proposed U.S. government financing, which is subject to conditions precedent and final government approvals,

on the anticipated terms or at all and, if executed, to satisfy the milestones and other conditions of such financing, which could impose

conditions to access such financing over a period of time; the availability of rare earth oxide, metal feedstock and other materials,

utilities (including power and water) and equipment in quantities and prices that allow us to develop and commercially operate our Stillwater

facility and other facilities; our ability to meet individual customer specifications and manufacture a consistently high quality product;

fluctuations in demand for and prices of our products, including without limitation as a result of dumping, predatory pricing and other

tactics by the Company’s competitors or state actors or the overall competitive environment; our ability to achieve positive cash

flow or profitability or the ability to access cash flow within our corporate structure due to restrictions contained in our financing

agreements; our ability to convert current commercial discussions and/or memorandums of understanding with customers for the sale of our

neo magnets and other products into definitive orders; geopolitical developments or disruptions, such as changes in the political environment,

export/import or environmental policy of the People’s Republic of China, the United States or other countries in which we operate

or sell products or otherwise; war, terrorism, natural disasters or public health emergencies; our ability to retain or recruit key personnel;

environmental, health and safety regulations; and our ability to comply with requirements for federal, state and local government incentives

and financing.

Additional risks and detailed information regarding

factors that may cause actual results to differ materially has been and will be included in the Company's filings with the SEC. Any forward-looking

statements speak only as of the date of this report (or such other date as is specified in such statements), and the Company undertakes

no obligation to update any forward-looking statements as a result of new information or future events or developments, except to the

extent required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are attached with this Current

Report on Form 8-K:

Exhibit No.

Description

10.1†#

Lease Agreement, dated June 1, 2026, between TC Liberty Development, LLC and USA Rare Earth, Inc.

10.2

Fee-in-Lieu of Ad Valorem Taxes and Incentives Agreement, dated June 1, 2026, by and between Cherokee County, South Carolina and USA Rare Earth, Inc.

99.1

Press Release, dated June 2, 2026, issued by USA Rare Earth, Inc.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

† The annexes, schedules, and certain exhibits to this exhibit have been omitted pursuant to

Item 601(a)(5) of Regulation S-K. The Registrant hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit

to the SEC upon request.

# The Registrant has redacted provisions

or terms of this exhibit pursuant to Item 601(b)(10)(iv) of Regulation S-K. While portions of the exhibit have been redacted, this exhibit

includes a prominent statement on the first page of the exhibit that certain identified information has been excluded from the exhibit

because it is both not material and is the type that the Registrant treats as private or confidential. The Registrant agrees to furnish

an unredacted copy of the exhibit to the SEC upon its request.

SIGNATURE

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

USA Rare Earth, Inc.

Date: June 2, 2026

By:

/s/ Valerie Ford Jacob

Valerie Ford Jacob

Chief Legal Officer

EX-10.1 — LEASE AGREEMENT, DATED JUNE 1, 2026, BETWEEN TC LIBERTY DEVELOPMENT, LLC AND USA RARE EARTH, INC

EX-10.1

Filename: ea029312701ex10-1.htm · Sequence: 2

Exhibit 10.1

Confidential portions of this exhibit have been omitted because they

are both (i) not material and (ii) are the type of information that the registrant treats ad private or confidential. The redacted terms

have been marked at the appropriate place with “[XXX].”

LEASE AGREEMENT

BETWEEN

TC LIBERTY DEVELOPMENT,

LLC,

AS LANDLORD, AND

USA RARE EARTH,

INC.,

AS TENANT

Bear Den ROAD

Blacksburg, South Carolina

Bear Den Road

Blacksburg, SC

BASIC LEASE INFORMATION

Lease Date:

As defined on the signature page of this Lease.

Landlord:

TC LIBERTY DEVELOPMENT, LLC, a Delaware limited liability company

Tenant:

USA RARE EARTH, INC., a Delaware corporation

Premises:

The entire building to be constructed pursuant to the Design-Build Agreement, generally depicted on the plan attached to the Lease as Exhibit A, and whose street address is anticipated to be assigned on Bear Den Road, Blacksburg, South Carolina 29702 (the “Building”), generally depicted on the plan attached to the Lease as Exhibit A, and the land on which the Building is located (the “Land”) as more particularly described on Exhibit B. The term “Premises” shall collectively refer to the Building, the Land and any appurtenant roadways, and similar improvements and easements associated with the foregoing or the operations thereof.

Term:

240 full calendar months, plus any partial month from the Commencement Date to the end of the month in which the Commencement Date falls, starting on the Commencement Date and ending at 5:00 p.m. local time on the last day of the 240th full calendar month following the Commencement Date, subject to adjustment and earlier termination as provided in the Lease.

Commencement Date:

The earliest of (a) the date on which Tenant occupies any portion of the Premises and begins conducting business therein, (b) the date on which Substantial Completion of the Base Building Work (as defined in Exhibit D hereto) is achieved, or (c) the date on which Substantial Completion of the Base Building Work would have been achieved but for the occurrence of any Tenant Delay (as defined in Exhibit D-1 hereto).

Basic Rent:

Basic Rent shall be calculated using the Lease Constant Percentage applied to the Project Costs (as defined in Exhibit J), with annual escalations of 2.5% on each anniversary of the Commencement Date. Upon the final determination of the Lease Constant Percentage and the Project Costs, the parties shall execute an amendment to this Lease setting forth the Basic Rent payable pursuant to this Lease.

Security Deposit:

[Intentionally Deleted].

Additional Rent:

The Property Management Fee and Tenant’s Proportionate Share of Operating Costs and Taxes.

Rent:

Basic Rent, Additional Rent, and all other sums that Tenant may owe to Landlord or otherwise be required to pay under the Lease.

Permitted Use:

Specialty manufacturing use and general industrial/warehouse use for the purpose of

receiving, storing, shipping and selling (but limited to wholesale sales) products, materials and merchandise made or distributed by

Tenant in compliance with Section 9 of the Lease. Tenant shall be responsible for confirming that the Permitted Use complies with

all applicable Laws.

Tenant’s Proportionate Share:

100%. The number of rentable square feet in the Premises is an estimate

calculated by Landlord’s architect using the Standard Method of Measurement, ANSI/BOMA Z65.2-2019 (“BOMA

Standard”). Landlord shall use the architect’s most recent calculations of the number of rentable

square feet in the Premises upon completion of construction thereof and thereafter from time to time so long as such calculations

are consistent with the BOMA Standard measurement requirements. Upon completion of the initial construction of the

Premises, Landlord shall promptly notify Tenant of the determination of measurements by Landlord’s

architect. Within ten business days following the determination of such measurements, the parties shall execute an

amendment to this Lease in the form of Exhibit I attached hereto establishing the number of rentable square feet in the

Premises and the Basic Rent payable during the Term.

Tenant’s Address:

For all Notices:

With a copy to:

USA Rare Earth, Inc.

100 West Airport Road

Stillwater, OK 74075

Attention: Brittany

Allison

USA Rare Earth, Inc.

100 West Airport Road

Stillwater, OK 74075

Attention: David Kronenfeld, General Counsel

Telephone:

813.867.6155

Email: legal@usare.com

And a copy to:

USA Rare Earth, Inc.

100 West Airport Road

Stillwater, OK 74075

Attention: Valerie Jacob, Chief Legal Officer Telephone:

813.867.6155

Email: legal@usare.com

Landlord’s Address:

For all Notices:

With a copy to:

TC Liberty Development, LLC

c/o Trammell Crow Company

2173 Hawkins Street, Suite D

Charlotte, NC 28203

Attention: Benjamin G. Schon

TC Liberty Development, LLC

c/o Trammell Crow Company

2121 North Pearl Street, Suite 3000

Dallas, TX 75201

Attention: General Counsel

The foregoing Basic Lease Information is incorporated

into and made a part of the Lease identified above. If any conflict exists between any Basic Lease Information and the Lease, then the

Lease shall control.

Bear Den Road

i Blacksburg, SC

TABLE

OF CONTENTS

Page No.

DEFINITIONS AND BASIC PROVISIONS

LEASE GRANT

TENDER OF POSSESSION; EARLY ACCESS

3.1

Generally

3.2

Confirmation of Commencement Date

3.3

Early Entry by Tenant

RENT

4.1

Payment

4.2

Additional Rent

DELINQUENT PAYMENT; HANDLING CHARGES

ESCROW AGREEMENT

LANDLORD’S MAINTENANCE OBLIGATIONS

7.1

Net Lease

7.2

Costs Paid by Landlord

7.3

Costs Paid as Operating Costs

7.4

Performance of Work

IMPROVEMENTS; ALTERATIONS; REPAIRS; MAINTENANCE

8.1

Improvements; Alterations

8.2

Approval Process

8.3

Repair and Maintenance by Tenant

8.4

Performance of Work

8.5

Mechanic’s Liens

8.6

Janitorial Services

8.7

Utilities; Licenses and Permits

8.8

Reimbursable Expenses

8.9

Signs

USE

9.1

General Provisions

9.2

Compliance With Laws

9.3

Prohibited Uses

10.

ASSIGNMENT AND SUBLETTING

10.1

Transfers

10.2

Consent Standards

10.3

Request for Consent

10.4

Conditions to Consent

10.5

Attornment by Subtenants

10.6

Cancellation

10.7

Additional Compensation

10.8

Permitted Transfers

10.9

Permitted Occupants

11.

INSURANCE; WAIVERS; SUBROGATION; INDEMNITY

11.1

Tenant’s Insurance

11.2

Landlord’s Insurance

11.3

No Subrogation; Waiver of Property Claims

11.4

Indemnity

Bear Den Road

ii Blacksburg, SC

Page No.

12.

SUBORDINATION; ATTORNMENT; NOTICE TO LANDLORD’S MORTGAGEE

12.1

Subordination

12.2

Attornment

12.3

Notice to Landlord’s Mortgagee

13.

RULES AND REGULATIONS

14.

CONDEMNATION

14.1

Total Taking

14.2

Partial Taking - Tenant’s Rights

14.3

Partial Taking - Landlord’s Rights

14.4

Award

14.5

Restoration

14.6

Condemnation Waiver

15.

FIRE OR OTHER CASUALTY

15.1

Repair Estimate

15.2

Tenant’s Rights

15.3

Landlord’s Rights

15.4

Repair Obligation

15.5

Abatement of Rent

15.6

Casualty Waiver

16.

PERSONAL PROPERTY TAXES

17.

EVENTS OF DEFAULT

17.1

Payment Default

17.2

Prohibited Payments

17.3

Failure to Take Possession; Abandonment

17.4

Estoppel; Subordination; Financial Reports

17.5

Construction-Related Documentation

17.6

Insurance

17.7

Mechanic’s Liens

17.8

Unpermitted Transfer

17.9

Other Defaults

17.10

Insolvency

18.

REMEDIES

18.1

Termination of Lease

18.2

Termination of Possession

18.3

Perform Acts on Behalf of Tenant

18.4

Suspension of Services

18.5

Alteration of Locks

19.

PAYMENT BY TENANT; NON-WAIVER; CUMULATIVE REMEDIES; MITIGATION OF DAMAGE

19.1

Payment by Tenant

19.2

No Waiver

19.3

Cumulative Remedies

19.4

Mitigation of Damage

19.5

Waiver of Landlord’s Lien

20.

LANDLORD’S DEFAULT

20.1

General Provisions

20.2

Tenant’s Right of Self-Help

20.3

Tenant’s Offset Right

Bear Den Road

iii Blacksburg, SC

Page No.

21.

SURRENDER OF PREMISES

22.

HOLDING OVER

23.

CERTAIN RIGHTS RESERVED BY LANDLORD

23.1

Building Operations

23.2

Security

23.3

Prospective Purchasers and Lenders

23.4

Prospective Tenants

24.

SUBSTITUTION SPACE

25.

MISCELLANEOUS

25.1

Landlord Transfer

25.2

Limitation of Liability

25.3

Force Majeure

25.4

Brokerage

25.5

Estoppel Certificates

25.6

Notices

25.7

Separability

25.8

Amendments; Binding Effect; No Electronic Records

25.9

Counterparts; Electronic Signatures

25.10

Quiet Enjoyment

25.11

No Merger

25.12

Submission

25.13

Entire Agreement; Arm’s-Length Negotiation; No Reliance

25.14

Waiver of Jury Trial

25.15

Governing Law; Jurisdiction

25.16

Recording

25.17

Water or Mold Notification

25.18

Joint and Several Liability

25.19

Financial Reports

25.20

Telecommunications

25.21

Confidentiality

25.22

Authority of Tenant; Prohibited Persons and Transactions

25.23

Authority of Landlord; Prohibited Persons and Transactions

25.24

Hazardous Materials; Environmental Requirements

25.25

List of Schedules and Exhibits

25.26

UBTI and REIT Qualification

25.27

Sustainability

25.28

Cross Default

25.29

Reserved Rights

25.30

Security Service

25.31

No Construction Contract

25.32

Time

25.33

Digital Rights

26.

OTHER PROVISIONS

26.1

Parking

26.2

Lease Contingencies

26.3

Credits and Incentives

Bear Den Road

iv Blacksburg, SC

LIST

OF DEFINED TERMS

Page No.

Action

Additional Rent

Affiliate

Authorities

Base Building Work

D-1

Baseline Site Assessment

Basic Lease Information

Basic Rent

BOMA Standard

Building

Building’s Structure

Building’s Systems

Cannabis

Casualty

CHIPS Act

D-7

Code

Commencement Date

Company

Cooperation Efforts

Corporate Debt Rating

Corporate Debt Rating Requirement

Cure Period

D-1-1

Damage Notice

Default Rate

Design Issue

Design-Build Agreement

Design-Builder

Developer Spread

Development Services

D-4

Development Services Agreement

Development Services Fees

Digital Rights

Discount Rate

Environmental Consultant

Environmental Requirements

Escrow

Escrow Agreement

Escrowed Amount

Event of Default

Excluded Operating Costs

Excused Delay

D-1-1

Exit Site Assessment

Final Development Costs

J-2

Final Plans

D-2

Final Project Budget

J-3

Force Majeure

GAAP

Green Initiatives

Hazardous Materials

HVAC

Improvements

Incentives

Incentives Claim

Bear Den Road

v Blacksburg, SC

Page No.

including

Initial Project Budget

J-2

Insolvent

Insurance Proceeds

Land

Landlord

Landlord Insured Parties

Landlord’s Cost Overrun Obligation

J-3

Landlord’s Mortgagee

Landlord’s Statement of Costs

J-1

Laws

Lease

Lease Constant Percentage

Lease Date

Lease Month

Letter Agreement

Loss

Milestone

D-1-1

Milestone Date

D-1-1

Minor Alterations

Moody’s

Mortgage

OFAC

Operating Costs

Permitted Hazardous Materials

Permitted Occupant

Permitted Transfer

Permitted Transferee

Permitted Use

Plans

D-1

Preliminary Work

Premises

Prevailing Rental Rate

G-1

Primary Lease

Prime Rate

Prohibited Entity

Prohibited Entity Law

Prohibited Use

Project Costs

J-1

Property Management Fee

Punch List

D-3

Punchlist Items

E-1

Purchase Offer Notice

M-1

Qualified Broker

reasonable wear and tear

Reconciliation Period

J-1

Reconciliation Statement

Regulations

related complex

Release

Rent

Repair Period

Bear Den Road

vi Blacksburg, SC

Page No.

Response Period

M-1

ROFO Deposit

M-1

S&P

Second Notice

Security Deposit

Sign Requirements

Standard of Care

D-4

Substantial Completion Notice

D-2

Substantial Completion of the Base Building Work

D-1-1

Substitute Tenant

Sustainability Standards

Taking

Tangible Net Worth

Tangible Net Worth/Credit Threshold

Taxes

TC MidAtlantic

Telecommunications Services

Tenant

Tenant Contractor Delay

D-1-1

Tenant Contribution

J-3

Tenant Delay

D-1-1

Tenant Party

Tenant’s Objections

J-1

Tenant’s Off-Premises Equipment

Tenant’s Property

Tenant’s Proportionate Share

Tenant’s Signage

Tenant-Triggered Modifications

Term

Termination Declaration

Transfer

trash

UCC

Walk-Through Date

D-3

Warranty Period

D-2

Bear Den Road

vii Blacksburg, SC

LEASE

This Lease Agreement (this

“Lease”) is entered into as of the Lease Date between Landlord and Tenant (as each such term is defined in the

Basic Lease Information).

1. Definitions

and Basic Provisions. The definitions and basic provisions set forth in the Basic Lease Information (the “Basic

Lease Information”) and the schedule of definitions attached to this Lease as Schedule 1 are incorporated herein

by reference for all purposes.

2. Lease

Grant. Subject to the terms of this Lease, Landlord leases to Tenant, and Tenant leases from Landlord, the Premises.

3. Tender

of Possession; Early Access.

3.1 Generally.

Landlord shall deliver possession of the Premises when Substantial Completion of the Base Building Work has been achieved. Upon “Final

Completion of the Project” (as defined in the Design-Build Agreement), Tenant shall have full, unrestricted access to the Premises

for occupancy and use in accordance with, and subject to, the terms of this Lease (including Punch List completion, warranty work and

Landlord’s reserved rights under this Lease). Tenant shall have early access to the Premises pursuant to Section 3.3 below.

3.2 Confirmation

of Commencement Date. Within ten business days after request from either party therefor following the Commencement Date,

Landlord and Tenant shall each execute and deliver to the other a letter substantially in the form of ‎Exhibit E

hereto confirming (a) the Commencement Date, (b) the expiration of the initial Term, and (c) that Landlord has performed

all of its obligations with respect to the delivery condition of the Premises (except for punchlist items specified in such letter that

are the responsibility of Landlord pursuant to the express terms and conditions of this Lease); however, the failure of the parties to

execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease.

3.3 Early

Entry by Tenant. Entry into any portion of the Premises by any Tenant Party prior to the Commencement Date shall be subject

to all of the provisions of this Lease excepting only those requiring the payment of Basic Rent and Additional Rent. Before Tenant

may occupy the Premises to conduct business therein, Tenant shall, at its expense, obtain and deliver to Landlord evidence (e.g., a

certificate of occupancy or its local equivalent) from the appropriate governmental authority that Tenant may lawfully occupy and

use the Premises for the Permitted Use. To the extent permitted by and subject to all Laws, and subject to and in accordance with

the Design-Build Agreement, Tenant may enter the Premises before Substantial Completion of the Base Building Work with

Landlord’s prior written consent (which shall not be unreasonably withheld) to install furniture, fixtures and equipment

therein, provided that (a) Landlord is given prior written notice of any such entry, (b) such entry shall be coordinated

with Landlord and shall not interfere with the Base Building Work, and (c) Tenant shall deliver to Landlord evidence that the

insurance required under Section 11 of this Lease has been obtained. Tenant shall conduct its activities therein so as not to

interfere with the Base Building Work, and shall do so at its risk and expense. If, in Landlord’s reasonable judgment,

Tenant’s activities therein interfere with the Base Building Work and such interference is not cured within two days following

Landlord’s delivery of written notice of such interference, Landlord may terminate Tenant’s right to enter the Premises

before Substantial Completion of the Base Building Work. Tenant acknowledges that Tenant shall be responsible for obtaining all

applicable permits and inspections relating to any such entry by Tenant to the extent required for Tenant’s separate work or

activities.

4. Rent.

4.1 Payment.

Tenant shall timely pay to Landlord Rent, without notice, demand, deduction or set off (except as otherwise expressly provided herein),

by good and sufficient check drawn on a national banking association, or, at either party’s election, by electronic or wire transfer,

at Landlord’s address provided for in this Lease or such other address as may be specified in writing by Landlord. Additionally,

Tenant’s payments of Rent shall be accompanied by all applicable state and local sales, use, transaction privilege, rental and excise

taxes that may at any time be levied or imposed upon, or measured by, any amount payable by Tenant under this Lease. The obligations of

Tenant to pay Rent to Landlord and the obligations of Landlord under this Lease are independent obligations. Basic Rent and Additional

Rent shall be payable monthly in advance on the first day of each calendar month. Payments of Basic Rent and Additional Rent for any partial

calendar month shall be prorated in the proportion to the number of days this Lease is in effect during such month as to the actual number

of days in such month; such Basic Rent and Additional Rent payment for any partial calendar month at the beginning of the Term shall be

due by Tenant on the Commencement Date. Unless a shorter time period is specified in this Lease, all payments of miscellaneous Rent charges

hereunder (that is, all Rent other than Basic Rent and Additional Rent) shall be due and payable within 30 days following Landlord’s

delivery to Tenant of an invoice therefor.

Bear Den Road

1 Blacksburg, SC

4.2 Additional

Rent.

4.2.1 Operating

Costs. Tenant shall pay to Landlord Tenant’s Proportionate Share of Operating Costs. Landlord may make a good faith estimate

of Operating Costs to be due by Tenant for any calendar year or part thereof during the Term. During each calendar year or partial calendar

year of the Term, Tenant shall pay to Landlord, in advance on the first day of each calendar month, an amount equal to Tenant’s

estimated Operating Costs for such calendar year or part thereof divided by the number of months therein. From time to time, Landlord

may estimate and re-estimate (but Landlord may not re-estimate more than once in any calendar year) the Operating Costs to be due by Tenant

and deliver a copy of the estimate or re-estimate to Tenant. Thereafter, the monthly installments of Operating Costs payable by Tenant

shall be appropriately adjusted in accordance with the estimations so that, by the end of the calendar year in question, Tenant shall

have paid all of the Operating Costs as estimated by Landlord. Any amounts paid based on such an estimate shall be subject to adjustment

as herein provided when actual Operating Costs are available for each calendar year.

4.2.2 Taxes.

Tenant shall pay Tenant’s Proportionate Share of Taxes in the same manner as provided above for Tenant’s Proportionate Share

of Operating Costs. For property tax purposes, Tenant waives and releases all rights to protest or appeal the appraised value of the Premises,

except as provided below, and all rights to receive notices of reassessment and/or reappraisement; however, upon written request from

Tenant, Landlord shall promptly provide or cause to be provided to Tenant such reasonable and non-privileged documentation regarding same

that is in Landlord’s possession or control (such as notices, returns, invoices, receipts, determinations, opinions, communications

and certifications received from or submitted to the taxing authorities relating to the Premises). Landlord shall engage a tax consultant

each year to determine whether it is in the best interest to contest Taxes for the year in question, and if such tax consultant determines

it is in the best interest to contest Taxes, Landlord will contest Taxes for the year in question. If Landlord, after consultation with

Landlord’s tax consultant, elects not to contest Taxes for the period in question, Landlord shall promptly notify Tenant in writing,

and upon written request from Tenant, Landlord shall submit or cause the submission to Tenant of requested reasonable and non-privileged

documentation as described above as relates to the decision not to contest Taxes for the year in question. If Tenant, in consultation

with Tenant’s tax consultant, reasonably and in good faith believes contesting Taxes will reduce Taxes for the period in question

and Landlord has elected not to contest Taxes for the applicable year, Tenant may elect, at its sole expense, to contest Taxes for the

period in question and shall so notify Landlord thereof in writing. Nothing herein shall be deemed to limit, suspend or abate Tenant’s

obligations to pay Taxes when due. Further, if Tenant protests, challenges or appeals any valuation for property tax purposes or all or

any portion of the Premises, and such valuation increases from the value protested, challenged or appealed, Tenant agrees to indemnify,

defend and hold Landlord harmless on an after-tax basis for any property taxes due as a result of such increase. From time to time during

any calendar year, Landlord may estimate or re-estimate (but Landlord may not re-estimate more than twice in any calendar year) the Taxes

to be due by Tenant for that calendar year and deliver a copy of the estimate or re-estimate to Tenant. Thereafter, the monthly installments

of Taxes payable by Tenant shall be appropriately adjusted in accordance with the estimations.

4.2.3 Property

Management Fee. Subject to Section 4.2.6 below with respect to Tenant’s self-management of the Premises, Tenant shall pay

to Landlord, in advance on the first day of each calendar month, a property management fee equal to 3% of the sum of Tenant’s monthly

Basic Rent and Tenant’s Proportionate Share of Operating Costs and Taxes, in each case disregarding, for the purposes of such calculation,

any abatement of Rent granted in this Lease (the “Property Management Fee”).

Bear Den Road

2 Blacksburg, SC

4.2.4 Reconciliation

Statement. Landlord shall endeavor to furnish to Tenant a statement of Operating Costs for the previous year and of the Taxes

for the previous year (the “Reconciliation Statement”) no later than June 30 of each calendar year, or as soon

thereafter as practicable. If Tenant’s estimated payments of Operating Costs or Taxes under this Section 4.2.4 for the year covered

by the Reconciliation Statement exceed Tenant’s Proportionate Share of such items as indicated in the Reconciliation Statement,

then Landlord shall credit or reimburse Tenant for such excess within 30 days after Landlord furnishes the Reconciliation Statement to

Tenant; likewise, if Tenant’s estimated payments of Operating Costs or Taxes under this Section 4.2.4 for such year are less than

Tenant’s Proportionate Share of such items as indicated in the Reconciliation Statement, then Tenant shall pay Landlord such deficiency

within 30 days of invoice from Landlord.

4.2.5 Tenant’s

Inspection Right. Provided no Event of Default then exists, after receiving an annual Reconciliation Statement and giving Landlord

30 days’ prior written notice thereof, Tenant may inspect or audit Landlord’s records relating to Additional Rent for the

period of time covered by such Reconciliation Statement in accordance with the following provisions. If Tenant fails to object to the

calculation of Additional Rent on an annual Reconciliation Statement within 90 days after the Reconciliation Statement has been delivered

to Tenant, or if Tenant fails to conclude its audit or inspection within 120 days after the Reconciliation Statement has been delivered

to Tenant, then Tenant shall have waived its right to object to the calculation of Additional Rent for the year in question and the calculation

of Additional Rent set forth on such Reconciliation Statement shall be final. Tenant’s audit or inspection shall be conducted where

Landlord maintains its books and records, shall not unreasonably interfere with the conduct of Landlord’s business, and shall be

conducted only during business hours reasonably designated by Landlord. Tenant shall pay the cost of such audit or inspection unless the

total Additional Rent for the period in question is determined to be overstated by more than 5% in the aggregate, and, as a result thereof,

Tenant paid to Landlord more than the actual Additional Rent due for such period, in which case Landlord shall pay the audit cost (not

to exceed $3,500). Tenant may not conduct an inspection or have an audit performed more than once during any calendar year. Tenant or

the accounting firm conducting such audit shall, at no charge to Landlord, submit its audit report in draft form to Landlord for Landlord’s

review and comment before the final approved audit report is submitted to Landlord, and any reasonable comments by Landlord shall be incorporated

into the final audit report. If such inspection or audit reveals that an error was made in the Additional Rent previously charged to Tenant,

then Landlord shall refund to Tenant any overpayment of any such costs, or Tenant shall pay to Landlord any underpayment of any such costs,

as the case may be, within 30 days after notification thereof. Provided Landlord’s accounting for Additional Rent is consistent

with the terms of this Lease, Landlord’s good faith judgment regarding the proper interpretation of this Lease and the proper accounting

for Additional Rent shall be binding on Tenant in connection with any such audit or inspection. Tenant shall maintain the results of each

such audit or inspection confidential and shall not be permitted to use any third party to perform such audit or inspection, other than

an independent firm of certified public accountants (a) reasonably acceptable to Landlord, (b) which is not compensated on a contingency

fee basis or in any other manner which is dependent upon the results of such audit or inspection (and Tenant shall deliver the fee agreement

or other similar evidence of such fee arrangement to Landlord upon request), and (c) which agrees with Landlord in writing to maintain

the results confidential. Nothing in this Section 4.2.5 shall be construed to limit, suspend or abate Tenant’s obligation to pay

Rent when due, including Additional Rent. Tenant hereby acknowledges that Tenant’s sole right to audit Landlord’s books and

records and to contest the amount of Additional Rent payable by Tenant shall be as set forth in this Section 4.2.5, and Tenant hereby

waives and releases any and all other rights pursuant to applicable Law to audit such books and records and/or to contest the amount of

Additional Rent payable by Tenant and this waiver and release shall survive the expiration or earlier termination of the Lease.

4.2.6 Tenant’s

Self-Management of Premises. Notwithstanding anything to the contrary contained in this Lease, so long as Tenant or a Permitted

Transferee leases and occupies the entire Premises, and provided no Event of Default exists, Tenant shall self-manage the Premises on

the following terms and conditions:

(a) The

Property Management Fee shall be reduced to a commercially reasonable amount (reasonably determined by Landlord but not to exceed 1%)

to compensate Landlord for its remaining property management and asset management obligations under this Lease and with respect to the

Premises.

Bear Den Road

3 Blacksburg, SC

(b) Tenant

(and not Landlord) shall be responsible for maintaining, repairing and replacing the interior and exterior of the Premises (other than

the Building’s Structure, which at all times shall be maintained by Landlord in accordance with Sections 7.2 and 7.3 below), consistent

with the standards of comparable projects in the submarket in which the Premises are located and for providing all services to be provided

by Landlord under this Lease.

shall promptly pay, before delinquency, all costs associated with the Premises, and all other costs which Landlord would otherwise be

required to pay (subject to reimbursement by Tenant) if Landlord had engaged a professional property management company to perform such

services (other than the Property Management Fee).

(d) Without

limiting the foregoing, Tenant shall maintain the Building’s Systems in good repair and condition and in accordance with all applicable

Laws and with such equipment manufacturers’ suggested operation/maintenance service program; such obligation shall include replacement

of all equipment necessary to maintain such equipment and system in good working order. On or before the Commencement Date, Tenant shall

enter into regularly scheduled (no less than quarterly) preventive maintenance/service contracts for such equipment, each in compliance

with Landlord’s specifications and otherwise in form and substance and with a contractor reasonably acceptable to Landlord, and

deliver copies thereof to Landlord. At least 14 days before the end of the Term, Tenant shall deliver to Landlord a certificate from an

engineer reasonably acceptable to Landlord certifying that the Building’s Systems are then in good repair and working order, reasonable

wear and tear excepted, and no deferred maintenance items then exist. Landlord may from time to time, at reasonable times and after reasonable

prior notice to Tenant, inspect the Premises to insure that Tenant is properly maintaining the same.

5. Delinquent

Payment; Handling Charges. All past due payments required of Tenant hereunder shall bear interest from the date due until

paid at the Default Rate; additionally, Landlord, in addition to all other rights and remedies available to it, may charge Tenant a late

fee equal to the greater of (a) five percent of the delinquent payment, and (b) $250, to reimburse Landlord for its cost and inconvenience

incurred as a consequence of Tenant’s delinquency. In no event, however, shall the charges permitted under this Section 5 or elsewhere

in this Lease, to the extent they are considered to be interest under applicable Law, exceed the maximum lawful commercial rate of interest.

Notwithstanding the foregoing, the late fee referenced above shall not be charged with respect to the first occurrence (but not any subsequent

occurrence) during any 12-calendar month period that Tenant fails to make any payment of Additional Rent when due, until five days after

Landlord delivers written notice of such delinquency to Tenant. The late fee referenced above represents a fair and reasonable estimate

of the costs Landlord will incur by reason of Tenant’s delinquent payment.

6. Escrow

Agreement. Prior to the Lease Date, TC MidAtlantic Development V, Inc. (“TC MidAtlantic”) and

Tenant executed the Letter Agreement Providing Limited Authorization to Proceed in Advance of Proposed Lease dated as of April 10, 2026

(the “Letter Agreement”) to set forth the terms and conditions upon which TC MidAtlantic would commence performing

work and incurring costs related to the acquisition of the Land and the development of the Premises. The Letter Agreement was assigned

to Landlord and has now been superseded by this Lease. Notwithstanding the foregoing, the payment obligations of Tenant to Landlord under

the Letter Agreement are incorporated into this Lease. As contemplated in the Letter Agreement, Tenant, TC MidAtlantic and Fidelity National

Title Insurance Company executed the Escrow Agreement dated as of April 10, 2026 (the “Escrow Agreement”) to

provide for Tenant’s escrow (the “Escrow”) of certain funds based on the then-current budget of costs

for the “Preliminary Work” (as such term is defined in the Letter Agreement), as amended from time to time (the “Escrowed

Amount”). Prior to the execution of this Lease, the Escrow Agreement was amended to (a) acknowledge the assignment of the

Escrow Agreement by TC MidAtlantic to Landlord, (b) allow Landlord to draw funds from the Escrow that are due and payable by Tenant pursuant

to the terms of the Letter Agreement and Escrow Agreement, as amended, and (c) to allow Fidelity National Title Insurance Company to pay

certain amounts to Tenant’s broker and the Design Builder from the Escrow Amount. Tenant shall maintain the Escrow with an Escrowed

Amount equal to Landlord’s then-current budget for the Project Costs, as amended from time to time. Notwithstanding anything to

the contrary in this Lease or the Escrow Agreement, the parties hereby agree that the Escrow Agreement will continue to be kept in full

force and effect through the later to occur of (a) commencement of vertical construction of the Premises, and (b) the date of execution

of an amendment to this Lease incorporating the terms and closing of Landlord’s capitalization (whether equity financing, debt financing

or both) with respect to this Lease.

Bear Den Road

4 Blacksburg, SC

7. Landlord’s

Maintenance Obligations.

7.1 Net

Lease. This Lease is intended to be a net lease and Landlord’s maintenance, repair and replacement obligations are

limited to those expressly set forth in this Section 7. Landlord’s obligations under this Section 7 shall not apply to

any items installed by or on behalf of a Tenant Party.

7.2 Costs

Paid by Landlord. Landlord, at its own cost and expense (except to the extent expressly reimbursable by Tenant to Landlord

pursuant to this Lease, including Section 8.8), shall be responsible only for replacement of the structural elements of the Building’s

roof, foundation and exterior walls. Landlord’s liability for any defects, repairs, replacement or maintenance for which Landlord

is specifically responsible for under this Lease shall be limited to the cost of performing the work.

7.3 Costs

Paid as Operating Costs. Landlord shall maintain, repair and replace the Building’s Structure, that portion of the

Building’s Systems not allocated to Tenant pursuant to the terms of this Lease, and exterior areas of the Premises, including driveways,

alleys, parking areas, roads, landscape and grounds of the Premises, the exterior of the Building (including painting, caulking and sealing

[including caulking and sealing the Building’s exterior walls]) and any items normally associated with the foregoing, in each case,

in good condition and consistent with the operation of a specialty manufacturing facility. All costs in performing the work described

in this Section 7.3 shall be included in Operating Costs except those costs (a) payable by Landlord at its sole cost and expense pursuant

to Section 7.2, or (b) reimbursable by Tenant to Landlord pursuant to this Lease, including Section 8.8.

7.4 Performance

of Work. Tenant shall promptly notify Landlord in writing of any work required to be performed under this Section 7,

and Landlord shall not be responsible for performing such work until Tenant delivers to Landlord such notice. Landlord shall have no obligations

hereunder with respect to uninsured losses and damages caused by a Tenant Party. Tenant expressly waives and releases the benefit of any

Law now or in the future in effect which would otherwise afford Tenant the right to terminate this Lease because of Landlord’s failure

to keep the Premises in good order, condition and repair. Notwithstanding anything to the contrary contained herein, Landlord shall, in

its sole and absolute discretion, determine the appropriate remedial action required of it to satisfy its maintenance, repair and replacement

obligations hereunder (e.g., Landlord shall, in its sole discretion, determine whether, and to the extent, maintenance, repairs or replacements

are the appropriate remedial action).

8. Improvements;

Alterations; Repairs; Maintenance.

8.1 Improvements;

Alterations.

8.1.1 Minor

Alterations. After the completion of any initial work, and following the Commencement Date, Tenant may perform Minor Alterations

in the Premises without Landlord’s consent.

8.1.2 General

Provisions for All Alterations. Improvements to the Premises shall be installed at Tenant’s expense and only in accordance

with plans and specifications which have been previously submitted to and, except for Minor Alterations, approved in writing by Landlord,

which approval shall not be unreasonably withheld, conditioned or delayed; however, Landlord may withhold its consent in its sole discretion

to any Improvement that contains a Design Issue. All paints, sealants, stains and adhesives used by any Tenant Party shall have no- or

low-volatile organic emissions. All work to modify or remove Improvements shall be governed by this Section 8, and Tenant shall submit

plans and specifications for any such work to Landlord for Landlord’s review and approval if plans would typically be prepared therefor.

All Improvements shall be constructed, maintained, and used by Tenant, at its risk and expense, in accordance with all Laws; Landlord’s

consent to or approval of any Improvements (or the plans therefor) shall not constitute a representation or warranty by Landlord, nor

Landlord’s acceptance, that the same comply with sound architectural or engineering practices or with all applicable Laws, and Tenant

shall be solely responsible for ensuring all such compliance. All Improvements, trade fixtures, equipment and appurtenances which may

be installed or placed in or about the Premises from time to time shall be at the sole cost of Tenant and, upon the expiration or earlier

termination of the Term, shall be and become part of the Premises and the property of Landlord except as otherwise provided in Section

21. Tenant shall reimburse Landlord for all costs and expenses incurred by Landlord because of any Improvements made by or on behalf of

any Tenant Party within 30 days after Landlord’s delivery to Tenant of a statement of such costs, together with reasonable supporting

documentation.

Bear Den Road

5 Blacksburg, SC

8.2 Approval

Process. If Tenant desires to perform any work in the Premises that requires Landlord’s approval under Section 8.1

hereto and submits to Landlord plans and specifications therefor or change orders thereto, then Landlord shall within ten business days

after its receipt of such plans and specifications and within six business days after its receipt of any such change orders with respect

thereto (or, if such change orders involve work which would affect the Building’s Structure or the Building’s Systems, ten

business days after its receipt of any such change orders), notify Tenant whether it approves or disapproves the same; any notice of disapproval

shall be accompanied by a statement in reasonable detail of the reasons therefor. If, in Landlord’s reasonable judgment, any item

submitted by Tenant under this Lease is not accompanied by sufficient information to allow Landlord to determine whether such items should

be approved, then the time period hereunder for Landlord’s response shall be extended by one day for each day until Tenant provides

such necessary information to Landlord. Notwithstanding the foregoing, if Landlord fails to notify Tenant that it approves or disapproves

the requested alteration to the Premises within ten business days after submission to Landlord of all the items required under this Section

8, Tenant may deliver a second written notice regarding same to Landlord, and if such second notice conspicuously states, “IF

YOU DO NOT DELIVER YOUR APPROVAL OR DISAPPROVAL OF THE REQUESTED ALTERATION WITHIN FIVE BUSINESS DAYS AFTER YOU RECEIVE THIS REQUEST FOR

CONSENT, YOUR APPROVAL OF THIS ALTERATION WILL BE DEEMED GIVEN”, and Landlord fails to notify Tenant that it approves or disapproves

the requested alteration to the Premises within five business days after delivery of such second notice, then Landlord shall be deemed

to have approved such alteration.

8.3 Repair

and Maintenance by Tenant. To the extent not a specific Landlord responsibility set forth in Section 7.2 or 7.3 above,

Tenant shall maintain the Premises in a clean, safe, and operable condition, and to a Class A standard, and shall not permit or allow

to remain any waste or damage to any portion of the Premises. Additionally, Tenant, at its sole expense, shall repair, replace and maintain

in good repair and condition and in accordance with all Laws and the equipment manufacturer’s suggested service programs, all portions

of the Premises and Tenant’s Off-Premises Equipment and all other areas, Improvements and systems serving the Premises, including

loading areas, loading docks, dock wells, dock equipment, dock doors, dock bumpers, dock seals, overhead doors, levelers, plates and similar

equipment, plumbing, drains and sump pumps, electrical, water, fire sprinkler system, and sewer lines, entries, doors, door frames, special

fronts or office entries, ceilings, skylights, glass or plate glass windows, window frames, interior walls, interior and exterior lighting,

and the interior side of demising walls, floor slab and HVAC systems (including all duct work and any evaporative units), and other building

and mechanical systems, electrical and plumbing systems, and Tenant shall utilize all of the foregoing items in accordance with the applicable

design specifications and capacities. Such repair and replacements include capital expenditures and repairs whose benefit may extend beyond

the Term. No later than 14 days prior to the end of the Term, Tenant shall deliver to Landlord a certificate from an engineer reasonably

acceptable to Landlord certifying that all such items which Tenant is required to maintain hereunder are then in good repair and condition

and have been maintained in accordance with this Section 8.3. In lieu of the engineer’s certificate, Tenant may elect to give written

notice to Landlord at least 30 days prior to vacating the Premises and shall meet with Landlord for a joint inspection of the Premises

at the time of vacating. If Tenant fails to give such notice or to participate in such joint inspection, Landlord’s inspection shall

be deemed conclusive for purposes of determining whether Tenant’s obligations under Section 21 of this Lease have been satisfied

(including any maintenance, repair, replacement or restoration Tenant failed to perform pursuant to Section 21). In furtherance of the

foregoing, Tenant, during the entire Term and at its sole cost and expense, shall enter into a regularly scheduled preventative maintenance/service

contract with a maintenance contractor reasonably approved by Landlord for servicing all hot water, HVAC and elevator systems and equipment

within or serving the Premises. Tenant’s HVAC service contract shall ensure that all HVAC systems are electronically monitored for

remote diagnosis and system malfunctions (and all notifications shall be sent to both Landlord’s property manager and Tenant) and

all issues shall be repaired by Tenant or its vendor within 15 days following the initial notification. Such service contract must include

all services suggested by the equipment manufacturer in its operations/maintenance manual. An executed copy of such contract (including

renewals) shall be provided to Landlord upon request. If Tenant fails to provide a copy of such contract (or renewal) within ten business

days following Landlord’s written request therefor, Landlord may elect to enter into such contract at Tenant’s cost, plus

an administrative fee of 15% of such cost. Tenant shall repair or replace, subject to Landlord’s direction and supervision, (a)

any damage to the Premises caused by a Tenant Party, and (b) as more particularly described below in this Section 8.3, Tenant shall be

responsible for the costs to repair or replace any damage to the Premises caused by a Tenant Party. If (1) Tenant fails to commence to

perform any maintenance or make any repairs or replacements required to be made by Tenant pursuant to this Section 8.3 within 30

days after Landlord’s written request therefor (or, if earlier, within 30 days following the occurrence of such damage caused by

a Tenant Party) and thereafter diligently pursue the completion thereof (or, in the case of an emergency, such shorter period of time

as is reasonable given the circumstances), or (2) notwithstanding such diligence, Tenant fails to complete such maintenance, repairs or

replacements within 90 days after Landlord’s written request therefor (or, if earlier, within 90 days following the occurrence of

such damage) (or, in the case of an emergency, such shorter period of time as is reasonable given the circumstances), then Landlord may

make the same at Tenant’s cost. If any damage caused by a Tenant Party affects the Building’s Systems or Building’s

Structure or any area outside the interior surface of the curtain walls of the Building, then Landlord may elect to repair such damage

at Tenant’s expense.

Bear Den Road

6 Blacksburg, SC

8.4 Performance

of Work. Following Landlord’s approval of the plans and specifications therefor as described above, all work described

in this Section 8 shall be performed only by contractors and subcontractors approved in writing by Landlord, which approval shall not

be unreasonably withheld, conditioned or delayed. If Tenant requests that Landlord supervise any work described in this Section 8, Tenant

shall pay to Landlord a market rate construction management fee (reasonably determined by Landlord but not to exceed 5%) related to such

work. If Tenant has not requested that Landlord supervise any work described in this Section 8, but all or a portion of such work affects

the Building’s Systems or Building’s Structure, Tenant shall pay to Landlord a market rate construction management fee (reasonably

determined by Landlord but not to exceed 5%) with respect to that portion of the work affecting the Building’s Systems or Building’s

Structure. Tenant shall cause all contractors and subcontractors to procure and maintain insurance coverage naming the Landlord Insured

Parties as additional insureds against such risks, and in such commercially reasonable amounts as Landlord may require. Tenant shall provide

Landlord with the identities, mailing addresses and telephone numbers of all persons performing work or supplying materials prior to beginning

such construction and Landlord may post on and about the Premises notices of non-responsibility pursuant to applicable Laws. All such

work shall be performed in accordance with the plans and specifications approved by Landlord as described above, all Laws and in a good

and workmanlike manner so as not to damage the Premises (including the Premises, the Building’s Structure and the Building’s

Systems) and shall use materials of a quality that is at least equal to the quality designated by Landlord as the minimum standard for

the Building. Landlord may designate reasonable and non-discriminatory rules, regulations and procedures for the performance of all such

work in the Building (including insurance requirements for contractors). All such work which may affect the Building’s Structure

or the Building’s Systems must be approved by Landlord’s engineer, at Tenant’s expense, and, at Landlord’s election,

must be performed by Landlord’s usual contractor for such work. All work affecting the roof of the Building or the Premises’

fire protection or life safety systems must be performed by Landlord’s applicable contractor for such type of work, and no such

work will be permitted if it would void or reduce or otherwise adversely affect any warranty associated with the Premises. Upon completion

of any work described in this Section 8 (other than purely cosmetic work such as paint, wallpaper or carpet), Tenant shall furnish Landlord

with accurate reproducible “as-built” CADD files of the Improvements as constructed.

8.5 Mechanic’s

Liens. All work performed, materials furnished, or obligations incurred by or at the request of a Tenant Party (excluding

the Base Building Work) shall be deemed authorized and ordered by Tenant only, and Tenant shall not permit any mechanic’s or construction

liens to be filed against the Premises in connection therewith. Upon completion of any such work, Tenant shall deliver to Landlord final

unconditional lien waivers from all contractors, subcontractors and materialmen who performed such work in a commercially reasonable form

approved by Landlord. If any mechanic’s or construction lien is filed, then Tenant shall, within ten business days after the filing

thereof (or such earlier time period as may be necessary to prevent the forfeiture of the Premises or any interest of Landlord therein

or the imposition of a civil or criminal fine with respect thereto), either (a) pay the amount of the lien and cause the lien to be released

of record, or (b) diligently contest such lien and deliver to Landlord a bond or other security reasonably satisfactory to Landlord. If

Tenant fails to timely take either such action, then Landlord may pay the lien claim, and any amounts so paid, including expenses and

interest, shall be paid by Tenant to Landlord within ten business days after Landlord has invoiced Tenant therefor. Landlord’s and

Tenant’s relationship is and shall be solely that of “landlord-tenant” (thereby excluding a relationship of “owner-contractor,”

“owner-agent” or other similar relationships) and that Tenant is not authorized to act as Landlord’s common law agent

or construction agent in connection with any work performed in the Premises. Accordingly, all materialmen, contractors, artisans, mechanics,

laborers and any other persons now or hereafter contracting with Tenant, any contractor or subcontractor of any Tenant Party for the furnishing

of any labor, services, materials, supplies or equipment with respect to any portion of the Premises, at any time from the Lease Date

until the end of the Term, are hereby charged with notice that they look exclusively to Tenant to obtain payment for same. Nothing herein

shall be deemed a consent by Landlord to any liens being placed upon the Premises or Landlord’s interest therein due to any work

performed by or for Tenant or deemed to give any contractor or subcontractor or materialman any right or interest in any funds held by

Landlord to reimburse Tenant for any portion of the cost of such work. Tenant shall defend, indemnify and hold harmless Landlord and its

agents and representatives from and against all claims, demands, causes of action, suits, judgments, damages and expenses (including reasonable

attorneys’ fees) in any way arising from or relating to the failure by any Tenant Party to pay for any work performed, materials

furnished, or obligations incurred by or at the request of a Tenant Party; provided that this sentence shall not apply to work performed

by Landlord so long as Tenant has timely reimbursed Landlord for applicable amounts related thereto in accordance with this Lease. This

indemnity provision shall survive termination or expiration of this Lease.

8.6 Janitorial

Services. Tenant, at its sole expense, shall provide its own janitorial services to the Premises and shall maintain the

Premises in a clean and safe condition and to a Class A standard. Tenant shall utilize cleaning materials that protect indoor air quality.

If Tenant fails to provide janitorial services to the Premises or trash removal services in compliance with the foregoing or maintain

the Premises in a clean and safe condition, Landlord, in addition to any other rights and remedies available to it, may provide such services,

and Tenant shall pay to Landlord the cost thereof, plus an administrative fee equal to 15% of such cost, within ten days after Landlord

delivers to Tenant an invoice therefor.

Bear Den Road

7 Blacksburg, SC

8.7 Utilities;

Licenses and Permits.

8.7.1 Utilities.

Tenant shall pay for all water, gas, electricity, heat, telephone, sewer, sprinkler charges and other utilities and services used at the

Premises, together with any taxes, penalties, surcharges, connection charges, maintenance charges, and the like pertaining to Tenant’s

use of the Premises. Landlord shall have no responsibility whatsoever in connection with the foregoing. Landlord may, at Tenant’s

expense, separately meter and bill Tenant directly for its use of any such utility service. To the extent any utility service for the

Premises is submetered, the meter shall be read by Landlord or Landlord’s designee, and Tenant shall pay to Landlord, within 30

days after receipt of an invoice therefor, the cost of such service based on rates charged for such service by the utility company furnishing

such service, including all fuel adjustment charges, demand charges and taxes. In addition, if any particular utility is not separately

metered or submetered as provided above, Tenant shall reimburse Landlord for any costs of such utility service obtained in Landlord’s

name within 30 days following Landlord’s invoice for such costs. Tenant, at its expense, shall obtain all utility services for the

Premises (other than a utility that is submetered or otherwise provided to the Premises by Landlord), including making all applications

therefor, obtaining meters and other related equipment, and paying all deposits and connection charges. Tenant will cooperate with Landlord’s

legally-required efforts to monitor utility use and consumption and waste disposal at the Premises. In connection therewith, Landlord

may (a) install meters, submeters or other measurement devices to monitor water, sewer, gas and electricity use and consumption at the

Premises and (b) obtain data regarding Tenant’s waste disposal and recycling and water, sewer, gas and electric use and consumption

at the Premises directly from the applicable Tenant Party’s utility and waste disposal or recycling providers (and, within ten business

days following Landlord’s written request therefor, such Tenant Party shall execute such commercially reasonable written releases

as such utility and waste disposal and recycling providers may request to evidence such Tenant Party’s consent to deliver such consumption

data). If requested in writing by Landlord, Tenant will deliver to Landlord a copy of the waste disposal and recycling and water, sewer,

gas and electric utility bills pertaining to the Premises that are billed to or paid by any Tenant Party in a manner reasonably requested

by Landlord promptly following Landlord’s request therefor. Landlord shall not be liable for any interruption or failure of utility

service to the Premises, and such interruption or failure of utility service shall not be a constructive eviction of Tenant, constitute

a breach of any implied warranty, or entitle Tenant to any abatement of Tenant’s obligations hereunder.

8.7.2 Licenses

and Permits. Tenant shall, at its sole cost and expense, obtain and keep in force during the Term, and all extensions thereof,

all licenses, certificates and permits necessary for it to use the Premises in accordance with applicable Laws.

8.7.3 Power

Agreements. Tenant shall execute and deliver, and shall pay the costs relating to, any agreement with the electrical power or

other utility provider to the Premises, including any power study, power purchase agreement, usage agreement or other similar agreement

required or requested by the utility provider.

8.8 Reimbursable

Expenses. Within 30 days following Landlord’s written invoice to Tenant, Tenant shall reimburse Landlord (not as

an Operating Cost but as a direct reimbursement) for (a) the cost of all maintenance, repair or replacement work performed or paid

by Landlord under Section 8, or as a result of any Tenant Party (including Tenant’s failure to maintain in accordance with

this Lease) invalidating or otherwise affecting the warranties applicable to the Premises, (b) the cost of all alterations to the

Building’s Structure or the Building’s Systems required by applicable Law because of Tenant-Triggered Modifications and (c) any

fees, fines or penalties levied against the Premises (or any portion thereof) or against Landlord to the extent reasonably attributable

(in each case, as reasonably determined by Landlord) to (1) Tenant’s violation of Law or (2) Tenant’s use or occupancy of

the Premises, in each case of clause (a) and (c) above, plus an administrative fee of 15% of such cost.

8.9 Signs.

Subject to all applicable authorities’ prior approval of the location, design, size, color, material composition and plans and specifications

therefor, Tenant may install, at Tenant’s expense, fascia and directional signage at the Building (collectively, “Tenant’s

Signage”). Tenant shall erect Tenant’s Signage in accordance with the approved plans and specifications, in a good

and workmanlike manner, in accordance with all Laws, regulations, restrictions (governmental or otherwise), and architectural guidelines

in effect for the area in which the Building is located, so long as Tenant has received all requisite approvals thereunder (the “Sign

Requirements”); thereafter, Tenant shall maintain Tenant’s Signage in a good, clean and safe condition in accordance

with the Sign Requirements, all at Tenant’s sole cost and expense. After the end of the Term or after Tenant’s right to possess

the Premises has been terminated, Tenant shall remove Tenant’s Signage, repair all damage caused thereby and restore the Building

to its condition before the installation of Tenant’s Signage. Additionally, if Tenant fails to do so prior to such date, Landlord

may, without compensation to Tenant, at Tenant’s expense, remove Tenant’s Signage, perform the related restoration and repair

work and dispose of Tenant’s Signage in any manner Landlord deems appropriate.

9. Use.

9.1 General

Provisions. Tenant shall use the Premises only for the Permitted Use and for no other use or purpose, shall obtain all

zoning, occupancy and operational permits, and shall comply with all Laws relating in each case to the use, condition, access to, and

occupancy of the Premises and will not commit waste, overload the Building’s Structure or the Building’s Systems or subject

the Premises to use that would damage the Premises. Subject to the Building rules and regulations attached as Exhibit C hereto

and the other provisions of this Lease (including this Section 9), Tenant will be provided access to the Premises 24 hours per day, seven

days per week.

Bear Den Road

8 Blacksburg, SC

9.2 Compliance

With Laws. Notwithstanding anything in this Lease to the contrary, as between Landlord and Tenant, Tenant shall comply

with all Laws with respect to the Premises, including making all Tenant-Triggered Modifications. If Tenant’s Improvements or legal

compliance obligations under this Lease require any alterations to the Building’s Structure or Tenant-Triggered Modifications, Landlord

may elect to manage those portions of the alterations that affect the Building’s Structure or Tenant-Triggered Modifications, and

Tenant shall reimburse Landlord the cost thereof, together with a market rate construction management fee (reasonably determined by Landlord

but not to exceed 5%), within 30 days following delivery by Landlord to Tenant of a reasonably detailed invoice therefor. Tenant shall

comply with, and reasonably cooperate with Landlord’s efforts to comply with, Laws and utility provider requirements pertaining

to natural resource and energy use, green building or carbon reduction, including disclosures and surveys.

9.3 Prohibited

Uses. The Premises shall not be used for any Prohibited Use. If, because of a Tenant Party’s acts or omissions or

because Tenant vacates the Premises, the rate of insurance on the Building or its contents increases, Tenant shall pay to Landlord the

amount of such increase on demand, and acceptance of such payment shall not waive any of Landlord’s other rights. If Tenant fails

to cease or remediate such acts within 15 days after Landlord’s request that Tenant do so, then such acts or omissions shall be

an Event of Default. Tenant shall conduct its business and control each other Tenant Party so as not to create any nuisance or unreasonably

interfere with Landlord in its performance of its obligations under this Lease. Tenant shall (a) use commercially reasonable efforts

to cooperate with any Green Initiatives voluntarily adopted by Landlord, (b) comply with any Green Initiatives pertaining to the

Premises imposed by Law on any Tenant Party and (c) cooperate with Landlord’s efforts to comply with any Green Initiatives

pertaining to the Premises imposed on Landlord by Law, including completing disclosures and surveys.

10. Assignment

and Subletting.

10.1 Transfers.

Except for Permitted Transfers as expressly provided in Section 10.8, Tenant shall not, without the prior written consent of Landlord

(which consent shall be governed by Section 10.2), (a) assign, transfer, or encumber this Lease or any estate or interest herein, whether

directly, indirectly, by operation of law, or by any direct or indirect change in control of Tenant, (b) permit any other entity to become

Tenant hereunder by merger, consolidation, or other reorganization, (c) if Tenant is an entity other than a corporation whose stock is

publicly traded, permit the transfer of an ownership interest in Tenant or any indirect owner of Tenant so as to result in a change in

the current direct or indirect control of Tenant, (d) sublet any portion of the Premises, (e) grant any license, concession, or other

right of occupancy of any portion of the Premises, (f) permit the use of the Premises by any parties other than Tenant, or (g) sell or

otherwise transfer, in one or more transactions, a majority of Tenant’s assets (any of the events listed in Section 10.1(a) through

10.1(g) being a “Transfer”).

10.2 Consent

Standards. Landlord shall not unreasonably withhold, condition or delay its consent to any assignment of Tenant’s

entire interest in this Lease or subletting of the Premises, provided that the proposed transferee (a) is creditworthy, (b) will use the

Premises for the Permitted Use, (c) will not use the Premises in a manner that would materially increase the cost to Landlord to perform

its obligations under this Lease, (d) is not a governmental or quasi-governmental entity, or subdivision or agency thereof, or any other

entity entitled to the defense of sovereign immunity, (e) is not a party or an Affiliate of a party with whom Landlord or its Affiliates

has had a material lease dispute and is not currently and has not in the past been involved in litigation with Landlord or any of its

Affiliates, (f) will not result in, either by the transfer or any consideration payable to Landlord in connection therewith, an adverse

effect on any real estate investment trust (or pension fund or other ownership vehicle) qualification tests applicable to Landlord or

any of its Affiliates, and (g) is not a person or entity with whom Landlord, or any of Landlord’s Affiliates, is then, or has been

within the six-month period prior to the time Tenant seeks to enter into such assignment or subletting, negotiating to lease space in

the Premises or any related complex or any Affiliate of any such person or entity; otherwise, Landlord may withhold its consent in its

sole and absolute discretion. Additionally, Landlord may (1) withhold its consent in its sole and absolute discretion to any proposed

Transfer if any Event of Default by Tenant then exists, and (2) condition its consent on the satisfaction of such conditions as Landlord

may, in its reasonable discretion, determine appropriate for the operation of the Building or Premises. Any Transfer made while an Event

of Default exists hereunder, irrespective whether Landlord’s consent is required hereunder with respect to the Transfer, and any

Transfer made by Tenant in violation of this Lease, shall be voidable by Landlord in Landlord’s sole discretion. In agreeing to

act reasonably, Landlord is agreeing to act in a manner consistent with the standards followed by large institutional owners of commercial

real estate and Landlord is permitted to consider the financial terms of the Transfer and the impact of the Transfer on Landlord’s

own leasing efforts and the value of the Premises. Landlord may condition its consent to a Transfer on receipt (or increase if applicable)

of a security deposit, guaranty or letter of credit from a suitable party. Tenant shall not pledge, collaterally assign or otherwise encumber

this Lease or any interest therein.

Bear Den Road

9 Blacksburg, SC

10.3 Request

for Consent. If Tenant requests Landlord’s consent to a Transfer, then, at least 15 business days prior to the effective

date of the proposed Transfer, Tenant shall provide Landlord with a written description of all terms and conditions of the proposed Transfer,

copies of the proposed documentation, and the following information about the proposed transferee: name and address of the proposed transferee

and any entities and persons who own, control or direct the proposed transferee; reasonably satisfactory information about its business

and business history; its proposed use of the Premises; banking, financial, and other credit information; and general references sufficient

to enable Landlord to determine the proposed transferee’s creditworthiness and character. Concurrently with Tenant’s notice

of any request for consent to a Transfer, Tenant shall pay to Landlord a fee of $1,000 to defray Landlord’s expenses in reviewing

such request, and Tenant shall also reimburse Landlord immediately upon request for its reasonable attorneys’ fees and other expenses

incurred in connection with considering any request for consent to a Transfer (whether or not consent is granted) and in documenting (and

negotiating the terms of) Landlord’s consent (which shall not exceed $3,500 for consents to subleases provided Landlord’s

standard consent to sublease form is used without material modification or negotiation). If Landlord does not consent to a Transfer, Tenant’s

sole remedy against Landlord will be an action for specific performance or declaratory relief without monetary damages, and Tenant may

not terminate this Lease or seek monetary damages.

10.4 Conditions

to Consent. If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written

agreement on Landlord’s consent form (subject to incorporation of commercially reasonable comments thereto acceptable to Landlord)

whereby it expressly assumes Tenant’s obligations hereunder (among other terms and conditions reasonably required by Landlord in

connection with providing its consent); however, any transferee of less than all of the space in the Premises shall be liable only for

obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. No Transfer

shall release Tenant from its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable

therefor. Landlord’s consent to any Transfer shall not waive Landlord’s rights as to any subsequent Transfers and no subtenant

of any portion of the Premises shall be permitted to further sublease any portion of its subleased space. If an Event of Default occurs

while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly

from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transferees to make payments

of rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of Default hereunder.

Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment.

10.5 Attornment

by Subtenants. Each sublease by Tenant hereunder shall be subject and subordinate to this Lease and to the matters to which

this Lease is or shall be subordinate, and each subtenant by entering into a sublease is deemed to have agreed that in the event of termination,

re-entry or dispossession by Landlord under this Lease, Landlord may, at its option, take over all of the right, title and interest of

Tenant, as sublandlord, under such sublease, and such subtenant shall, at Landlord’s option, attorn to Landlord pursuant to the

then executory provisions of such sublease, except that Landlord shall not be (a) liable for any previous act or omission of Tenant under

such sublease, (b) subject to any counterclaim, offset or defense that such subtenant might have against Tenant, (c) bound by any previous

modification of such sublease not approved by Landlord in writing or by any rent or additional rent or advance rent which such subtenant

might have paid for more than the current month to Tenant, and all such rent shall remain due and owing, notwithstanding such advance

payment, (d) bound by any security or advance rental deposit made by such subtenant which is not delivered or paid over to Landlord and

with respect to which such subtenant shall look solely to Tenant for refund or reimbursement, or (e) obligated to perform any work in

the subleased space or to prepare it for occupancy, and in connection with such attornment, the subtenant shall execute and deliver to

Landlord any instruments Landlord may reasonably request to evidence and confirm such attornment. Each subtenant or licensee of Tenant

shall be deemed, automatically upon and as a condition of its occupying or using the Premises or any part thereof, to have agreed to be

bound by the terms and conditions set forth in this Section 10.5. The provisions of this Section 10.5 shall be self-operative, and no

further instrument shall be required to give effect to this provision.

10.6 Cancellation.

Landlord may, within 30 days after submission of Tenant’s written request for Landlord’s consent to an assignment or subletting,

cancel this Lease as to the portion of the Premises proposed to be sublet or assigned as of the date the proposed Transfer is to be effective.

If Landlord cancels this Lease as to any portion of the Premises, then this Lease shall cease for such portion of the Premises and Tenant

shall pay to Landlord all Rent accrued through the cancellation date relating to the portion of the Premises covered by the proposed Transfer.

Thereafter, Landlord may lease such portion of the Premises to the prospective transferee (or to any other person) without liability to

Tenant, and in such event, Tenant will execute commercially reasonable documentation as required by Landlord in order to evidence the

conversion of this Lease into a multi-tenant lease. The provisions of this Section 10.6 shall not apply to a Permitted Transfer.

Bear Den Road

10 Blacksburg, SC

10.7 Additional

Compensation. While no Event of Default exists, Tenant shall pay to Landlord, immediately upon receipt thereof, 50% of

the excess of (a) all compensation received by Tenant for a Transfer less the actual out-of-pocket costs reasonably incurred by Tenant

with unaffiliated third parties (i.e., brokerage commissions and tenant finish work) in connection with such Transfer (such costs shall

be amortized on a straight-line basis over the term of the Transfer in question) over (b) the Rent allocable to the portion of the Premises

covered thereby. While any Event of Default exists, Tenant shall pay to Landlord, immediately upon receipt thereof, 100% of the excess

of (1) all compensation received by Tenant for a Transfer over (2) the Rent allocable to the portion of the Premises covered thereby.

The provisions of this Section 10.7 shall not apply to a Permitted Transfer.

10.8 Permitted

Transfers. Notwithstanding Section 10.1, Tenant may Transfer all or part of its interest in this Lease or all or part of

the Premises or an ownership interest in Tenant so as to result in a change in the direct or indirect control of Tenant (a “Permitted

Transfer”) to the following types of entities (a “Permitted Transferee”) without the written consent

of Landlord, provided that such Transfer is for a legitimate business purpose and not to circumvent the provisions of this Section 10:

10.8.1 an

Affiliate of Tenant, but only so long as such transferee remains an Affiliate of Tenant;

10.8.2 any

corporation, limited partnership, limited liability partnership, limited liability company or other business entity in which or with which

Tenant, or its corporate successors or assigns, is merged or consolidated, in accordance with applicable statutory provisions governing

merger and consolidation of business entities, so long as (a) Tenant’s obligations hereunder are assumed by the entity surviving

such merger or created by such consolidation (unless automatically assumed as a result of such merger or consolidation); and (b) the proposed

transferee satisfies the Tangible Net Worth/Credit Threshold immediately following the effective date of the Permitted Transfer;

10.8.3 any

corporation, limited partnership, limited liability partnership, limited liability company or other business entity acquiring all or substantially

all of Tenant’s assets, so long as (a) Tenant’s obligations hereunder are assumed by the entity acquiring such assets; and

(b) the proposed transferee satisfies the Tangible Net Worth/Credit Threshold immediately following the effective date of the Permitted

Transfer; or

10.8.4 any

corporation, limited partnership, limited liability partnership, limited liability company or other business entity acquiring, directly

or indirectly, a controlling interest in Tenant or any indirect owner of Tenant, so long as Tenant continues to satisfy the Tangible Net

Worth/Credit Threshold immediately following the effective date of the Permitted Transfer.

Tenant shall notify Landlord of any

such Permitted Transfer at least ten business days prior to the effective date thereof. Tenant shall remain liable for the performance

of all of the obligations of Tenant hereunder, or if Tenant no longer exists because of a merger, consolidation, or acquisition, the surviving

or acquiring entity shall either expressly assume in writing the obligations of Tenant hereunder or be bound automatically as a matter

of applicable Law. Additionally, the Permitted Transferee shall comply with all of the terms and conditions of this Lease, including the

Permitted Use, and the use of the Premises by the Permitted Transferee may not violate any other agreements affecting the Premises or

Landlord. No later than ten business days prior to the effective date of any Permitted Transfer, Tenant shall furnish Landlord with (a)

copies of the instrument effecting any of the foregoing Transfers, (b) documentation establishing Tenant’s satisfaction of the requirements

set forth above applicable to any such Transfer, and (c) evidence of insurance as required under this Lease with respect to the Permitted

Transferee. The occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfers, and any subsequent

Transfer by a Permitted Transferee shall be subject to the terms of this Section 10. The right to Transfer to an Affiliate pursuant to

Section 10.8.1 shall be subject to the condition that such Permitted Transferee remains an Affiliate of Tenant. If such Permitted Transferee

ceases to be an Affiliate of Tenant, it shall so notify Landlord in writing within ten business days after such event and, upon the written

request of Landlord, transfer, assign, set over or re-assign this Lease and its interest in the Premises, as applicable, to Tenant or,

subject to complying with this Section 10.8, another Affiliate of Tenant.

Bear Den Road

11 Blacksburg, SC

10.9 Permitted

Occupants.

10.9.1 Notwithstanding

anything in Section 10.1 to the contrary, Tenant may permit its subsidiaries, Affiliates, clients, contractors, customers, auditors, strategic

partners or other entities under common ownership (total or partial) with Tenant or with whom Tenant has or is then establishing a bona

fide business relationship (each a “Permitted Occupant”) to occupy and use a reasonable portion of the Premises

without the written consent of Landlord, subject to the following conditions: (a) the Permitted Occupant is of character, is engaged in

a business, uses the Premises in keeping with Tenant and the Permitted Use, and otherwise meets Landlord’s reasonable standards

for tenants of the Building, (b) the use of the Premises by the Permitted Occupant may not violate any other agreements affecting the

Premises, the Building, or Landlord, (c) the use and occupancy by the Permitted Occupant is otherwise expressly subject to, and the Permitted

Occupant must comply with, all of the terms, covenants, conditions and obligations on Tenant’s part to be observed and performed

under this Lease (other than Tenant’s obligation to pay Basic Rent or Additional Rent under this Lease), including the requirement

to obtain insurance in the requisite amounts and to indemnify, defend and hold Landlord harmless for any Loss or other liabilities resulting

from the use and operations contemplated by this Section 10.9, (d) any violation of any provision of this Lease by the Permitted Occupant

shall be deemed to be a default by Tenant under such provision, (e) the space occupied by the Permitted Occupant shall not be separately

demised from the Premises, (f) the Permitted Occupant shall have no recourse against Landlord whatsoever on account of any failure by

Landlord to perform any of its obligations under this Lease or on account of any other matter, (g) all notices required of Landlord under

this Lease shall be forwarded only to Tenant in accordance with the terms of this Lease and in no event shall Landlord be required to

send any notices to any Permitted Occupant, (h) in no event shall any use or occupancy of any portion of the Premises by any Permitted

Occupant release or relieve Tenant from any of its obligations under this Lease, (i) each such Permitted Occupant shall be deemed an invitee

of Tenant, and Tenant shall be fully and primarily liable for all acts and omissions of such Permitted Occupant as fully and completely

as if such Permitted Occupant was an employee of Tenant; (j) in no event shall the occupancy of any portion of the Premises by any Permitted

Occupant be deemed to create a landlord/tenant relationship between Landlord and such Permitted Occupant or be deemed to vest in Permitted

Occupant any right or interest in the Premises or this Lease, and, in all instances, Tenant shall be considered the sole tenant under

the Lease notwithstanding the occupancy of any portion of the Premises by any Permitted Occupant; and (k) Tenant shall receive no rent,

payment or other consideration in connection with such occupancy and use other than nominal rent payments, which in no event may be greater

per rentable square foot occupied and used by such Permitted Occupant than the Basic Rent and Additional Rent amounts (per rentable square

foot in the Premises) payable by Tenant hereunder. Occupancy of the Premises by a Permitted Occupant shall not constitute occupancy by

Tenant for any purposes under this Lease.

10.9.2 Tenant

shall provide to Landlord the name and contact information of each Permitted Occupant being allowed access to the Premises by Tenant before

such access is provided to such Permitted Occupant.

10.9.3 Any

equipment or other property of a Permitted Occupant in the Premises shall be subject to Section 16 (Personal Property Taxes) and Section

21 (Surrender of Premises) of this Lease. However, nothing in this Section 10.9 shall diminish Landlord’s rights elsewhere in this

Lease or imply that Landlord has any duties to any Permitted Occupant. Tenant acknowledges that Landlord shall have no responsibility

or liability for the allocation or use of the Premises between Tenant and any Permitted Occupant. No disputes among Tenant and any Permitted

Occupant shall in any way affect the obligations of Tenant hereunder.

10.9.4 In

addition to all other indemnity obligations of Tenant under this Lease, Tenant shall defend, indemnify and hold harmless Landlord, Landlord’s

Mortgagee and their respective representatives and agents from and against all Losses arising from all claims made by, attributable to,

or otherwise relating to, any Permitted Occupant.

Bear Den Road

12 Blacksburg, SC

11. Insurance;

Waivers; Subrogation; Indemnity.

11.1 Tenant’s

Insurance. Effective as of the earlier of (a) the date Tenant enters or occupies the Premises, or (b) the Commencement

Date, and continuing throughout the Term, Tenant shall maintain the following insurance policies:

11.1.1 commercial

general liability insurance (including property damage, bodily injury, personal injury, contractual liability and damage to rented premises

coverage) in amounts of $1,000,000 per occurrence and $2,000,000 in the annual aggregate in primary coverage, or, following the expiration

of the initial Term, such other amounts as Landlord may from time to time reasonably require, insuring Tenant (and naming the Landlord,

Landlord’s Mortgagee (and such other Landlord Insured Parties designated by Landlord) as additional insureds), against liability

for injury to or death of a person or persons or damage to property arising from the use and occupancy of the Premises, completed operations,

independent contractors, products-completed operations, personal injury, advertising injury, liability under assumed contracts, and without

implying any consent by Landlord to the installation thereof, the installation, operation, maintenance, repair or removal of Tenant’s

Off-Premises Equipment (and if the use and occupancy of the Premises include any activity or matter that is or may be excluded from coverage

under a commercial general liability policy [e.g., the sale, service, distribution or consumption of alcoholic beverages], Tenant shall

obtain such endorsements to the commercial general liability policy or otherwise obtain insurance to insure all liability arising from

such activity or matter [including liquor liability, if applicable] in such amounts as Landlord may reasonably require);

11.1.2 cause

of loss-special risk form (formerly “all-risk”) or its equivalent insurance (including sprinkler leakage, theft, boiler and

machinery, ordinance and law, sewer back-up, pipe burst, wind driven rain, water leakage, flood, earthquake, theft, vandalism, malicious

mischief, glass breakage, windstorm and collapse coverage) covering the full replacement value of all Improvements in the Premises, naming

Landlord, Landlord’s Mortgagee (and such other Landlord Insured Parties designated by Landlord) as loss payees as their interests

may appear;

11.1.3 cause

of loss-special risk form (formerly “all-risk”) or its equivalent insurance covering the full replacement value of all furniture,

trade fixtures, equipment, merchandise, business records and personal property (including property of Tenant or others) in the Premises

or otherwise placed in the Premises by or on behalf of a Tenant Party (including Tenant’s Off-Premises Equipment) with a maximum

deductible of $250,000;

11.1.4 during

any period of construction, alteration, modification, or Improvement on the Premises, builder’s risk or property insurance in an

amount not less than the full replacement cost of the completed value of all constructed, modified, altered, or improved property on the

Premises with an installation floater where applicable, which shall provide coverage for any building, structure, machinery, equipment,

materials, or fixtures which are damaged, impaired, broken, or destroyed, whether stored off-site or on-site, including during transit,

installation, and testing and naming Landlord, Landlord’s Mortgagee (and such other Landlord Insured Parties designated by Landlord)

as loss payees as their interests may appear;

11.1.5 commercial

auto liability insurance covering automobiles and trucks owned, non-owned, hired, or used by Tenant in carrying on its business with limits

not less than $1,000,000 combined single limit for each accident per vehicle on a per occurrence basis, insuring Tenant and naming the

Landlord Insured Parties as additional insureds and underlying to the umbrella/excess liability insurance policy (and if any Tenant Party

participates in for-hire commerce, Tenant’s policies shall include an endorsement (Form MCS-90) or surety bond (Form MSC-82) filed

with FMCSA in compliance with 49 CFR 387 for auto coverage or Truckers or Motor Carrier coverage form);

11.1.6 worker’s

compensation insurance at statutory limits (and, for the avoidance of doubt, Tenant shall not be permitted to self-insure for such coverage

or otherwise opt out of local worker’s compensation insurance requirements [i.e., Tenant shall not be a non-subscriber]), and employer’s

liability insurance with limits of not less than $1,000,000 each accident, $1,000,000 disease policy limit, and $1,000,000 disease each

employee;

11.1.7 business

interruption and extra expense insurance equal to 100% of the projected gross revenue from the Premises (less non-continuing expenses)

for a minimum period of restoration of 12 months plus an extended period of indemnity endorsement of at least 12 months;

Bear Den Road

13 Blacksburg, SC

11.1.8 comprehensive

crime coverage of $1,000,000 providing employee dishonesty and theft coverage, covering money, securities, and tangible property;

11.1.9 if

any Tenant Party handles, stores or transports any Hazardous Materials (other than Permitted Hazardous Materials) at the Premises, environmental

impairment liability insurance insuring Tenant (and naming the Landlord Insured Parties as additional insureds) against all liability

for environmental damage, including third party property damage and bodily injury liability, as well as the cost of investigation and

remediation (and insuring pollution hazards from cargo), arising from the use and occupancy of the Premises and (without implying any

consent by Landlord to the installation thereof) the installation, operation, maintenance, repair or removal of Tenant’s Off-Premises

Equipment, with limits of not less than $2,000,000 per claim and $2,000,000 in the aggregate; and

11.1.10 umbrella

/ excess liability insurance in an amount of not less than $10,000,000 per occurrence on terms consistent with the commercial general

liability, the employer’s liability insurance and the business automobile liability policies required in clauses 11.1.1, 11.1.5

and 11.1.6, hereof.

Notwithstanding the foregoing,

Tenant may elect to self-insure for the risks that would be covered under the business interruption insurance required under Section 11.1.7

above, in which event the Landlord Insured Parties shall be afforded no less insurance protection than if the self-insured coverage were

fully insured by an insurance company meeting the requirements of this Section 11.1. In addition, Tenant shall cause every Tenant Party

to procure and maintain insurance coverage (and naming the Landlord Insured Parties as additional insureds) against such risks, in such

amounts, and with such companies as Landlord may reasonably require, including insurance similar to insurance Tenant is obligated to maintain

pursuant to this Section 11.1. Landlord’s initial requirements for contractors, sub-contractors, suppliers, service providers,

moving companies, vendors and others performing work of any type for Tenant in the Premises are set forth in Exhibit H.

The additional insureds will

be entitled to the limits stated in this Lease, or the full limits of the insurance policies maintained by Tenant, whichever are greater.

Any insurance required to be maintained by Tenant may be taken out under a blanket insurance policy or policies covering other premises,

property or insureds in addition to the Premises and Tenant, provided such blanket policy or policies otherwise comply with this Section

11.1. Tenant and its contractors’ builder’s risk insurance shall be written on a special form or an “all risk”

policy form of coverage. Landlord, Landlord’s Mortgagee (and such other Landlord Insured Parties designated by Landlord) shall be

named as loss payees under all required builder’s risk insurance. Tenant’s insurance shall be primary and non-contributory

when any policy issued to Landlord provides duplicate or similar coverage, and in such circumstance Landlord’s policy will be excess

over Tenant’s policy. Tenant shall furnish to Landlord certificates of such insurance and such other evidence satisfactory to Landlord

of the maintenance of all insurance coverages required hereunder at least ten days prior to the earlier of the Commencement Date or the

date Tenant enters or occupies the Premises (in any event, within ten days of the effective date of coverage), and at least 15 days prior

to each renewal of said insurance, and Tenant shall endeavor to ensure that each of its policies requires the insurance company to notify

Landlord at least 30 days before cancellation or material change of such policy, or if that is not possible, Tenant shall so notify Landlord

in writing at least 30 days before such cancellation or material change (and if Tenant is not successful, Tenant shall notify Landlord

in writing of such cancellation or material change by the deadlines set forth above). All such insurance policies shall be in form reasonably

satisfactory to Landlord and issued by companies with an A.M. Best rating of A+:VIII or better. However, no review or approval of any

insurance certificate or policy by Landlord shall derogate from or diminish Landlord’s rights or Tenant’s obligations hereunder.

If Tenant fails to comply with the foregoing insurance requirements or to deliver to Landlord the certificates or evidence of coverage

required herein, Landlord, in addition to any other remedy available pursuant to this Lease or otherwise, may, but shall not be obligated

to, obtain such insurance and Tenant shall pay to Landlord on demand the premium costs thereof, plus an administrative fee of 15% of such

cost.

Bear Den Road

14 Blacksburg, SC

11.2 Landlord’s

Insurance. Throughout the Term of this Lease, Landlord shall maintain, as a minimum, the following insurance policies:

(a) property insurance for the Building’s replacement value (excluding property required to be insured by Tenant), less a commercially-reasonable

deductible if Landlord so chooses, and (b) commercial general liability insurance in an amount determined by Landlord. Landlord may, but

is not obligated to, maintain such other insurance and additional limits and coverages as it may deem necessary. The cost of all insurance

carried by Landlord with respect to the Premises, together with any deductible amounts payable thereunder, shall be included in Operating

Costs. The foregoing insurance policies and any other insurance carried by Landlord shall be for the sole benefit of Landlord and under

Landlord’s sole control, and Tenant shall have no right or claim to any proceeds thereof or any other rights thereunder. Tenant

acknowledges that Landlord shall not carry insurance on, and shall not be responsible for, damage to, protecting from further loss or

damage to, or repairs to Tenant’s personal property, which includes furniture, furnishings, trade fixtures or equipment, or any

Improvements in the Premises, including any tenant finish work or any other Improvements, by whomsoever constructed. Any insurance required

to be maintained by Landlord may be taken out under a blanket insurance policy or policies covering other buildings, property or insureds

in addition to the Building and Landlord. In such event, the costs of any such blanket insurance policy or policies shall be reasonably

allocated to the Premises and the other properties covered by such policy or policies as reasonably determined by Landlord and included

as part of Operating Costs. Notwithstanding anything in this Lease to the contrary, Landlord’s indemnity obligations under this

Lease shall be limited to the extent any such claim is insured against under the terms of any insurance policy required to be maintained

by Landlord under the terms of this Lease; provided that such limitation shall not apply if the act for which there is an indemnity obligation

falls under the policy exclusions.

11.3 No

Subrogation; Waiver of Property Claims. Notwithstanding anything to the contrary in this Lease, Landlord and Tenant each

waives and releases any claim it might have against the other for any damage to or theft, destruction, or other Loss (defined below),

to the extent the same is insured against (or permitted to be self-insured against) under any insurance policy of the types described

in this Section 11 that covers the Premises, any trade fixtures, personal property or Improvements therein, or Landlord’s or Tenant’s

business, or is required to be insured against under the terms hereof, regardless of whether the negligence of the other party caused

such Loss; and such waiver shall also apply to any deductible payable under Tenant’s property insurance policies, and any self-insurance

and self-retention amounts maintained by Tenant. Additionally, Landlord and Tenant each waives and releases any claim it may have against

the other for any Loss to the extent such Loss is caused by a terrorist act, whether certified by the U.S. Government or non-certified.

Where not prohibited by Law, each party shall cause its insurance carrier to endorse all insurance policies required to be maintained

by such party under this Lease except for Landlord’s commercial general liability insurance (waiving the carrier’s rights

of recovery under subrogation or otherwise against the other party including, with respect to Landlord, the Landlord Insured Parties)

to the extent such waiver is not already included in such party’s policies. Notwithstanding any provision in this Lease to the contrary,

Landlord, its agents, employees and contractors shall not be liable to any Tenant Party or to any party claiming by, through or under

any Tenant Party for (and Tenant, on behalf of itself and each Tenant Party, hereby waives and releases Landlord and its servants, agents,

contractors, employees and invitees from any claim or responsibility for) any injury or interruption to any Tenant Party’s business

or any loss of income under any circumstances, in each case whether caused by casualty, theft, fire, third parties or any other matter

or cause, regardless of whether the negligence of any party caused such Loss in whole or in part. Landlord shall not be required

to carry insurance on, and shall not be responsible for damage to, any property of any Tenant Party located in or about the Premises or

any related complex. Notwithstanding anything to the contrary in this Lease, Landlord shall not be liable to any Tenant Party, and Tenant

(on behalf of itself and every Tenant Party) hereby waives and releases all claims against Landlord and its representatives and agents,

for any damages arising from any act, omission or neglect of any other tenant or occupant in the Premises or any related complex.

11.4 Indemnity.

Subject to Section 11.3, to the fullest extent permitted by Law, Tenant shall defend, indemnify, and hold harmless Landlord and its representatives

and agents from and against all claims, demands, liabilities, causes of action, suits, judgments, damages, and expenses (including reasonable

attorneys’ fees) arising from any injury to or death of any person or the damage to or theft, destruction, loss, or loss of use

of, any property or inconvenience (a “Loss”) occurring in or on the Premises or arising out of the installation,

operation, maintenance, repair or removal of any property of any Tenant Party located in or about the Premises, including Tenant’s

Off-Premises Equipment. Subject to Section 11.3, to the fullest extent permitted by Law, Landlord shall defend, indemnify, and hold harmless

Tenant and its representatives and agents from and against all claims, demands, liabilities, causes of action, suits, judgments, damages,

and expenses (including reasonable attorneys’ fees) arising from any Loss occurring in or on the Premises or arising out of the

installation, operation, maintenance, repair or removal of any property of any Landlord Party located in or about the Premises, to the

extent caused by the sole negligence or intentional misconduct of Landlord and its agents. The indemnities set forth in this Lease shall

survive termination or expiration of this Lease and shall not terminate or be waived, diminished or affected in any manner by any abatement

or apportionment of Rent under any provision of this Lease. If any proceeding is filed for which indemnity is required hereunder, the

indemnifying party shall, upon request therefor, defend the indemnified party in such proceeding at its sole cost utilizing counsel reasonably

satisfactory to the indemnified party.

Bear Den Road

15 Blacksburg, SC

12. Subordination;

Attornment; Notice to Landlord’s Mortgagee.

12.1 Subordination.

This Lease shall be subordinate to any Mortgage or Primary Lease that now or hereafter covers all or any part of the Premises. Any Landlord’s

Mortgagee may elect, at any time, unilaterally, to make this Lease superior to its Mortgage, Primary Lease, or other interest in the Premises

by so notifying Tenant in writing. The provisions of this Section shall be self-operative and no further instrument of subordination shall

be required; however, if requested by Landlord, in confirmation of such subordination, Tenant shall execute and return to Landlord (or

such other party designated by Landlord) within 20 days after written request therefor such documentation, in recordable form if required,

as a Landlord’s Mortgagee may reasonably request to evidence the subordination of this Lease to such Landlord’s Mortgagee’s

Mortgage or Primary Lease (including a subordination, non-disturbance and attornment agreement) or, if the Landlord’s Mortgagee

so elects, the subordination of such Landlord’s Mortgagee’s Mortgage or Primary Lease to this Lease; provided that any subordination

of Tenant’s rights hereunder to any future Landlord’s Mortgagee shall be conditioned upon Tenant’s rights under this

Lease continuing and not being terminated or disturbed so long as Tenant is not in default of this Lease.

12.2 Attornment.

Tenant shall attorn to any party succeeding to Landlord’s interest in the Premises, whether by purchase, foreclosure, deed in lieu

of foreclosure, power of sale, termination of lease, or otherwise, upon such party’s request, and shall execute such agreements

confirming such attornment as such party may reasonably request.

12.3 Notice

to Landlord’s Mortgagee. Tenant shall not seek to enforce any remedy it may have for any default on the part of Landlord

without first giving written notice by certified mail, return receipt requested, specifying the default in reasonable detail, to any Landlord’s

Mortgagee whose address has been given to Tenant, and affording such Landlord’s Mortgagee a reasonable opportunity to perform Landlord’s

obligations hereunder.

13. Rules

and Regulations. Tenant shall comply with the rules and regulations of the Premises which are attached hereto as Exhibit C.

Landlord may, from time to time, change such rules and regulations, provided that such changes will not unreasonably interfere with Tenant’s

use of the Premises. Tenant shall be responsible for the compliance or noncompliance with such rules and regulations by each Tenant Party.

Notwithstanding anything to the contrary contained herein, in the event of any conflict between the rules and regulations attached hereto

as Exhibit C, as amended by any subsequent changes or modifications thereto, and the terms and conditions of this Lease, the

terms and conditions of this Lease shall control.

14. Condemnation.

14.1 Total

Taking. If the entire Building or Premises are taken by right of eminent domain or conveyed in lieu thereof (a “Taking”),

this Lease shall terminate as of the date of the Taking.

14.2 Partial

Taking - Tenant’s Rights. If any part of the Building becomes subject to a Taking and such Taking will prevent Tenant

from conducting on a permanent basis its business in the Premises in a manner reasonably comparable to that conducted immediately before

such Taking, then Tenant may terminate this Lease as of the date of such Taking by giving written notice to Landlord within 30 days after

the Taking, and Basic Rent and Additional Rent shall be apportioned as of the date of such Taking. If Tenant does not terminate this Lease,

then Basic Rent and Additional Rent shall be abated on a reasonable basis as to that portion of the Premises rendered untenantable by

the Taking.

14.3 Partial

Taking - Landlord’s Rights. If any material portion, but less than all, of the Building or Premises becomes subject

to a Taking, or if Landlord is required to pay any of the proceeds arising from a Taking to a Landlord’s Mortgagee, then Landlord

may terminate this Lease by delivering written notice thereof to Tenant within 30 days after such Taking, and Basic Rent and Additional

Rent shall be apportioned as of the date of such Taking. If Landlord does not so terminate this Lease, then this Lease will continue,

but if any portion of the Premises has been taken, Basic Rent and Additional Rent shall abate as provided in the last sentence of Section

14.2.

Bear Den Road

16 Blacksburg, SC

14.4 Award.

If any Taking occurs, then Landlord shall receive the entire award or other compensation for the Premises and other improvements taken;

however, Tenant may separately pursue a claim (to the extent it will not reduce Landlord’s award) against the condemnor for the

value of Tenant’s personal property taken which Tenant is entitled to remove under this Lease, moving costs and loss of business.

In no event shall Tenant have any claim against Landlord or the condemning authority for the value of any unexpired portion of this Lease.

14.5 Restoration.

In the event of any Taking of less than the whole of the Premises which does not result in a termination of this Lease, (a) Landlord,

at its expense but only to the extent of the award actually received by Landlord pursuant to such Taking (after deducting any reasonable

expenses incurred in connection with such Taking), shall proceed with reasonable diligence to repair, alter and restore the remaining

parts of the affected Building and the Premises therein to the extent practicable, and (b) if requested by either party, Landlord and

Tenant shall promptly execute an amendment to this Lease confirming the deletion from the Premises of the space subject to the Taking.

14.6 Condemnation

Waiver. The provisions of this Section 14 shall constitute Tenant’s sole and exclusive remedy in the event of any

Taking, and Tenant waives and releases all rights and remedies in favor of Tenant in the event of a Taking. Except for any abatement or

award expressly provided under this Section 14, no damages, compensation or claim shall be payable by Landlord for any inconvenience,

any interruption or cessation of Tenant’s business, or any annoyance, in any case arising from any Taking.

15. Fire

or Other Casualty.

15.1 Repair

Estimate. If the Premises are damaged by fire or other casualty (a “Casualty”), Tenant shall

immediately give written notice thereof to Landlord, and Landlord shall, within 90 days after such Casualty (or, if later, after Landlord’s

receipt of Tenant’s notice of such Casualty), deliver to Tenant a good faith estimate (the “Damage Notice”)

of the time needed to repair the damage caused by such Casualty.

15.2 Tenant’s

Rights. If the Premises are damaged by Casualty such that Tenant is prevented from conducting its business in the Premises

in a manner reasonably comparable to that conducted immediately before such Casualty and Landlord estimates that the damage caused thereby

for which Landlord is responsible to repair under this Lease pursuant to Section 15.4 below cannot be repaired within 15 months after

the commencement of repairs (the “Repair Period”), then Tenant may terminate this Lease by delivering written

notice to Landlord of its election to terminate within 30 days after the Damage Notice has been delivered to Tenant.

15.3 Landlord’s

Rights. If a Casualty occurs and (a) Landlord estimates that the damage caused thereby for which Landlord is responsible

to repair pursuant to Section 15.4 below cannot be repaired within the Repair Period, (b) the damage occurs during the last two years

of the Term and Landlord estimates that either (1) the damage cannot be repaired within three months from the date of the Casualty, or

(2) less than six months will remain in the Term following completion of such repairs, (c) regardless of the extent of damage, the damage

is not fully covered by Landlord’s insurance policies (including that the coverage afforded by such insurance policies is insufficient

to pay a market rate construction management and/or development fee (reasonably determined by Landlord but not to exceed 5%) with respect

to such repair work), or (d) Landlord is required to pay any insurance proceeds arising out of the Casualty to a Landlord’s Mortgagee,

then Landlord may terminate this Lease by giving written notice of its election to terminate within 30 days after the Damage Notice has

been delivered to Tenant.

Bear Den Road

17 Blacksburg, SC

15.4 Repair

Obligation. If neither party elects to terminate this Lease following a Casualty, then Landlord shall, promptly following

receipt of all insurance proceeds with respect to such Casualty and all necessary permits, begin to repair the Premises and shall proceed

with reasonable diligence to restore the Premises to substantially the same condition as they existed immediately before such Casualty;

however, Landlord shall not be required to repair or replace any Improvements within the Premises (which shall be promptly and with due

diligence repaired and restored by Tenant at Tenant’s sole cost and expense) or any furniture, furnishings, equipment, trade fixtures

or personal property of Tenant or others in the Premises, all of which Tenant covenants to protect from further loss or damage, and Landlord’s

obligation to repair or restore the Premises shall be limited to the extent of the insurance proceeds actually received by Landlord for

the Casualty in question or the proceeds that Landlord would have received had Landlord carried the insurance required to be maintained

by Landlord under Section 11.2. If this Lease is terminated under the provisions of this Section 15, Landlord shall be entitled to the

full proceeds of Tenant’s insurance policies providing coverage for all Improvements in the Premises (and, if Tenant has failed

to maintain insurance on such items as required by this Lease, Tenant shall pay Landlord an amount equal to the proceeds Landlord would

have received had Tenant maintained insurance on such items as required by this Lease), in each case without any reduction for any applicable

deductible (collectively, the “Insurance Proceeds”). If the Term expires or this Lease is otherwise terminated

prior to completion of Tenant’s restoration work pursuant to this Section, Tenant shall pay to Landlord all Insurance Proceeds,

reduced only by the amount of actual restoration costs paid by Tenant with respect to such restoration work performed prior to such expiration

or earlier termination, and such payment shall be a condition precedent to Tenant’s vacating the Premises in the condition required

by this Lease in accordance with Section 21.

15.5 Abatement

of Rent. If the Premises are damaged by Casualty, Basic Rent and Additional Rent for the portion of the Premises rendered

untenantable by the damage shall be abated on a reasonable basis from the date of damage until the earlier of (a) completion of Landlord’s

repairs, (b) the date upon which completion of Landlord’s repairs would have occurred but for delays caused by any Tenant Party,

or (c) the date of termination of this Lease by Landlord or Tenant as provided above, as the case may be, unless a Tenant Party caused

such damage, in which case, Basic Rent and Additional Rent shall be abated only to the extent Landlord is compensated for such Rent by

loss of rents insurance proceeds, if any; however, in no event will payment of any insurance deductible be abated.

15.6 Casualty

Waiver. The provisions of this Section 15 shall constitute Tenant’s sole and exclusive remedy in the event of damage

or destruction to the Premises, and Tenant waives and releases all rights and remedies in favor of Tenant in the event of damage or destruction.

Except for any abatement expressly provided under this Section 15, no damages, compensation or claim shall be payable by Landlord for

any inconvenience, any interruption or cessation of Tenant’s business, or any annoyance, in any case arising from any damage or

destruction of all or any portion of the Premises.

16. Personal

Property Taxes. Tenant shall be liable for, and shall pay prior to delinquency, all taxes levied or assessed against personal

property, furniture, trade fixtures, and Improvements placed by any Tenant Party in the Premises or in or on the Building. If any taxes

for which Tenant is liable are levied or assessed against Landlord or Landlord’s property and Landlord elects to pay the same, or

if the assessed value of Landlord’s property is increased by inclusion of such personal property, furniture, trade fixtures, and

Improvements and Landlord elects to pay the taxes based on such increase, then Tenant shall pay to Landlord, within 30 days following

written request therefor, the part of such taxes for which Tenant is primarily liable hereunder; however, Landlord shall not pay such

amount if Tenant notifies Landlord that it will contest the validity or amount of such taxes before Landlord makes such payment, and thereafter

diligently proceeds with such contest in accordance with Law and if the non-payment thereof does not pose a threat of loss or seizure

of the Premises or interest of Landlord therein or impose any fee or penalty against Landlord.

17. Events

of Default. Each of the following occurrences shall be an “Event of Default”:

17.1 Payment

Default. Tenant’s failure to pay Rent within five business days after Landlord has delivered written notice to Tenant

that the same is due; however, an Event of Default shall occur hereunder without any obligation of Landlord to give any notice if Tenant

fails to pay Rent when due and, during the 12 month interval preceding such failure, Landlord has given Tenant written notice of failure

to pay Rent on one or more occasions;

17.2 Prohibited

Payments. Tenant or any guarantor of Tenant’s obligations under this Lease becomes an entity from which Landlord

is legally prohibited from accepting Rent payments or otherwise transacting business;

Bear Den Road

18 Blacksburg, SC

17.3 Failure

to Take Possession; Abandonment. Tenant (a) fails to take possession of the Premises when tendered by Landlord; or (b)

vacates the Premises or any substantial portion thereof for more than 30 days, or removes a substantial portion of its furniture, equipment

or files from the Premises, in either case unless (1) Tenant has notified Landlord in writing at least ten business days in advance that

it intends to vacate the Premises or any substantial portion thereof; (2) no Event of Default then exists and no event, circumstance or

condition has occurred or exists which, with the passage of time or giving of notice, would constitute an Event of Default; and (3) Tenant

fulfills all of its obligations under Section 21 hereof;

17.4 Estoppel;

Subordination; Financial Reports. Tenant fails to provide any estoppel certificate, documentation regarding the subordination

of this Lease or financial reports after Landlord’s written request therefor pursuant to Section 25.5, Section 12.1, and Section

25.19 respectively, and such failure shall continue for five days after Landlord’s second written notice thereof to Tenant;

17.5 Construction-Related

Documentation. Any Tenant Party commences any Improvements to the Premises or the Building without following the requirements

in this Lease (including those requirements in Section 8 or Exhibit D hereto, respectively) and such failure continues

for a period of more than 15 days after Landlord has delivered to Tenant written notice thereof;

17.6 Insurance.

Tenant fails to procure and maintain the insurance policies and coverages required under this Lease or Tenant fails to deliver to Landlord

(within five business days after Landlord’s demand therefor) evidence of such insurance policies and coverages as required under

this Lease;

17.7 Mechanic’s

Liens. Tenant fails to pay and release of record, or diligently contest and bond around, any mechanic’s or construction

lien filed against the Premises for any work performed, materials furnished, or obligation incurred by or at the request of a Tenant Party,

within the time and in the manner required by Section 8.5;

17.8 Unpermitted

Transfer. Tenant shall Transfer this Lease or Tenant’s interest therein except as expressly permitted in this Lease;

17.9 Other

Defaults. Tenant’s failure to perform, comply with, or observe any agreement or obligation of Tenant under this Lease

other than provided in this Section 17 and the continuance of such failure for a period of more than 30 days after Landlord has delivered

to Tenant written notice thereof; however, if such failure cannot be cured within such 30-day period, and Tenant commences to cure such

failure within such 30-day period and thereafter diligently pursues such cure to completion, then such failure shall not be an Event of

Default unless it is not fully cured by the earliest of (a) 60 additional days after the expiration of the initial 30-day period, (b)

the date that is five business days prior to Landlord being in default of any agreement between Landlord and any third party as a result

of Tenant’s failure under this Lease, or (c) the expiration of the Term; and

17.10 Insolvency.

The filing of a petition by or against Tenant (the term “Tenant” shall include, for the purpose of this Section 17.10, any

guarantor of Tenant’s obligations hereunder) (a) in any bankruptcy or other insolvency proceeding; (b) seeking any relief under

any state or federal debtor relief law; (c) for the appointment of a liquidator or receiver for all or substantially all of Tenant’s

property or for Tenant’s interest in this Lease; (d) for the reorganization or modification of Tenant’s capital structure;

or (e) in any assignment for the benefit of creditors proceeding; however, if such a petition is filed against Tenant, then such filing

shall not be an Event of Default unless Tenant fails to have the proceedings initiated by such petition dismissed within 90 days after

the filing thereof.

Any notices to be provided

by Landlord under this Section 17 shall be in lieu of, and not in addition to, any notices required under applicable Law.

18. Remedies.

Upon any Event of Default, Landlord may, in addition to all other rights and remedies afforded Landlord hereunder or by law or equity,

take any one or more of the following actions:

18.1 Termination

of Lease. Terminate this Lease by giving Tenant written notice thereof, in which event Tenant shall pay to Landlord the

sum of (a) all Rent accrued hereunder through the date of termination, (b) all amounts due under Section 19.1, and (c) an amount equal

to (but in no event less than zero) (1) the total Rent that Tenant would have been required to pay for the remainder of the Term discounted

to present value using the Discount Rate, minus (2) the then present fair rental value of the Premises for such period, similarly discounted;

Bear Den Road

19 Blacksburg, SC

18.2 Termination

of Possession. Terminate Tenant’s right to possess the Premises without terminating this Lease by giving written

notice thereof to Tenant, in which event Tenant shall pay to Landlord (a) all Rent and other amounts accrued hereunder to the date of

termination of possession, (b) all amounts due from time to time under Section 19.1, and (c) all Rent and other net sums required hereunder

to be paid by Tenant during the remainder of the Term, diminished by any net sums thereafter received by Landlord through reletting the

Premises during such period, after deducting all costs incurred by Landlord in reletting the Premises. If Landlord elects to terminate

Tenant’s right to possession without terminating this Lease, and to retake possession of the Premises (and Landlord shall have no

duty to make such election), Landlord shall use reasonable efforts to relet the Premises as further described in Section 19.4 below. Landlord

shall not be liable for, nor shall Tenant’s obligations hereunder be diminished because of, Landlord’s failure to relet the

Premises or to collect rent due for such reletting. Tenant shall not be entitled to the excess of any consideration obtained by reletting

over the Rent due hereunder. Re-entry by Landlord in the Premises shall not affect Tenant’s obligations hereunder for the unexpired

Term; rather, Landlord may, from time to time, bring an action against Tenant to collect amounts due by Tenant, without the necessity

of Landlord’s waiting until the expiration of the Term. Unless Landlord delivers written notice to Tenant expressly stating that

it has elected to terminate this Lease, all actions taken by Landlord to dispossess or exclude Tenant from the Premises shall be deemed

to be taken under this Section 18.2. If Landlord elects to proceed under this Section 18.2, it may at any time elect to terminate this

Lease under Section 18.1;

18.3 Perform

Acts on Behalf of Tenant. Perform any act Tenant is obligated to perform under the terms of this Lease (and enter upon

the Premises in connection therewith if necessary) in Tenant’s name and on Tenant’s behalf, without being liable for any claim

for damages therefor. In addition, if Landlord is performing any improvements on behalf of any Tenant Party, Landlord may cease performing

such improvements and, at Landlord’s election, terminate all contracts related thereto. Tenant shall reimburse Landlord on demand

for any expenses which Landlord may incur in thus effecting compliance with Tenant’s obligations under this Lease or ceasing the

performance of such improvements (including collection costs and legal expenses), plus interest thereon at the Default Rate;

18.4 Suspension

of Services. Suspend any services required to be provided by Landlord hereunder without being liable for any claim for

damages therefor; or

18.5 Alteration

of Locks. Additionally, with or without notice, Landlord may alter locks or other security devices at the Premises to deprive

Tenant of access thereto, and Landlord shall not be required to provide a new key or right of access to Tenant.

19. Payment

by Tenant; Non-Waiver; Cumulative Remedies; Mitigation of Damage.

19.1 Payment

by Tenant. Upon any Event of Default, Tenant shall pay to Landlord all amounts, costs and expenses incurred by Landlord

(including court costs and reasonable attorneys’ fees and expenses) in (a) obtaining possession of the Premises, (b) removing, storing

and disposing of Tenant’s or any other occupant’s property, (c) repairing, restoring, altering, remodeling, or otherwise putting

the Premises into the condition required by market conditions then prevailing so as to be reasonably acceptable to a new tenant, as determined

in Landlord’s sole discretion, (d) if Tenant is dispossessed of the Premises and this Lease is not terminated, reletting all or

any part of the Premises (including brokerage commissions, cost of tenant finish work, and other costs incidental to such reletting),

(e) performing Tenant’s obligations under this Lease which Tenant failed to perform, (f) enforcing, or advising Landlord of, its

rights, remedies, and recourses arising out of the default, and (g) securing this Lease, including all commissions, allowances, reasonable

attorneys’ fees, and if this Lease or any amendment hereto contains any abated Rent granted by Landlord as an inducement or concession

to secure this Lease or amendment hereto, the full amount of all Rent so abated (and such abated amounts shall be payable immediately

by Tenant to Landlord, without any obligation by Landlord to provide written notice thereof to Tenant, and Tenant’s right to any

abated rent accruing following such Event of Default shall immediately terminate). In addition, if any Event of Default occurs prior to

the commencement of vertical construction of the Premises, Tenant shall pay, reimburse and indemnify Landlord for all costs, fees and

expenses incurred by Landlord in connection with the Preliminary Work.

19.2 No

Waiver. Landlord’s acceptance of Rent following an Event of Default shall not waive Landlord’s rights regarding

such Event of Default or be deemed an acceptance of a cure. No waiver by Landlord of any violation or breach of any of the terms contained

herein shall waive Landlord’s rights regarding any future violation of such term. Landlord’s acceptance of any partial payment

of Rent shall not waive Landlord’s rights with regard to the remaining portion of the Rent that is due, regardless of any endorsement

or other statement on any instrument delivered in payment of Rent or any writing delivered in connection therewith; accordingly, Landlord’s

acceptance of a partial payment of Rent shall not constitute an accord and satisfaction of the full amount of the Rent that is due. If

an Event of Default by Tenant occurs, Landlord may elect, in Landlord’s sole and absolute discretion, to accept or decline any attempts

by Tenant to cure such default and no acceptance shall be valid unless it is in writing and signed by Landlord.

Bear Den Road

20 Blacksburg, SC

19.3 Cumulative

Remedies. Any and all of Landlord’s remedies set forth in this Lease: (a) shall be in addition to any and all other

remedies Landlord may have at law or in equity, (b) shall be cumulative, and (c) may be pursued successively or concurrently as Landlord

may elect. The exercise of any remedy by Landlord shall not be deemed an election of remedies or preclude Landlord from exercising any

other remedies in the future. Additionally, Tenant shall defend, indemnify and hold harmless Landlord, Landlord’s Mortgagee and

their respective representatives and agents from and against all claims, demands, liabilities, causes of action, suits, judgments, damages

and expenses (including reasonable attorneys’ fees) arising from Tenant’s failure to perform its obligations under this Lease.

19.4 Mitigation

of Damage. Any duty imposed by Law on Landlord to mitigate damages after a default by Tenant under this Lease shall be

satisfied in full if Landlord uses reasonable efforts to lease the Premises to another tenant (a “Substitute Tenant”)

by hiring a real estate broker or agent and listing the Premises for lease on an online website selected by Landlord. Furthermore, (a)

Landlord shall have no obligation to solicit or entertain negotiations with any Substitute Tenant for the Premises until 60 days following

the date upon which Landlord obtains full and complete possession of the Premises, including the relinquishment by Tenant of any claim

to possession of the Premises by written notice from Tenant to Landlord; (b) Landlord shall not be obligated to lease or show the Premises

on a priority basis or offer the Premises to any prospective tenant when other space in the Premises or any related complex is or soon

will be available; (c) Landlord shall not be obligated to lease the Premises to a Substitute Tenant for less than the current fair market

value of the Premises, as determined by Landlord in its sole discretion, nor will Landlord be obligated to enter into a new lease for

the Premises under other terms and conditions that are unacceptable to Landlord under Landlord’s then-current leasing policies;

(d) Landlord shall not be obligated to enter into a lease with a Substitute Tenant: (1) whose use would violate any restriction, covenant

or requirement contained in the lease of another tenant in any related complex; (2) whose use would adversely affect the reputation of

the Premises or any related complex; (3) whose use would require any addition to or modification of the Premises or any related complex

in order to comply with applicable Law, including building codes; (4) who does not have, in Landlord’s sole opinion, the creditworthiness

to be an acceptable tenant; (5) that is a governmental entity, or quasi-governmental entity, or subdivision or agency thereof, or any

other entity entitled to the defense of sovereign immunity, or is otherwise prohibited by Section 9 of this Lease; (6) that does not meet

Landlord’s reasonable standards for tenants of the Premises or any related complex or is otherwise incompatible with the character

of the occupancy of the Premises, as reasonably determined by Landlord; (7) whose use does not comply with the Permitted Use; or (8) whose

use or occupancy would result in an increase in the insurance premiums for the Premises; and (e) Landlord shall not be required to expend

any amount of money to alter, remodel or otherwise make the Premises suitable for use by a Substitute Tenant unless: (1) Tenant pays any

such amount to Landlord prior to Landlord’s execution of a lease with such Substitute Tenant (which payment shall not relieve Tenant

of any amount it owes Landlord as a result of Tenant’s default under this Lease); or (2) Landlord, in Landlord’s sole discretion,

determines any such expenditure is financially prudent in connection with entering into a lease with the Substitute Tenant.

19.5 Waiver

of Landlord’s Lien. Landlord waives all contractual, statutory and constitutional liens held by Landlord on Tenant’s

personal property, goods, equipment, inventory, furnishings, chattels, accounts and assets (“Tenant’s Property”)

to secure the obligations of Tenant under this Lease until such time as Landlord may obtain an enforceable judgment against Tenant from

a court with jurisdiction of Tenant or Tenant’s Property, at which time Landlord shall have such lien rights at law and in equity

to enforce and collect such judgment and Tenant’s obligations under this Lease.

20. Landlord’s

Default.

20.1 General

Provisions. Landlord shall be in default under this Lease if Landlord fails to perform any of its obligations hereunder

and such failure continues for 30 days after Tenant delivers to Landlord written notice specifying such failure; however, if such failure

cannot reasonably be cured within such 30-day period, but Landlord commences to cure such failure within such 30-day period and thereafter

diligently pursues the curing thereof to completion, then Landlord shall not be in default hereunder or liable for damages therefor. Except

where the provisions of this Lease grant Tenant an express, exclusive remedy, or expressly deny Tenant a remedy, Tenant’s exclusive

remedy for Landlord’s failure to perform its obligations under this Lease shall be limited to damages, injunctive relief, or specific

performance; in each case, Landlord’s liability or obligations with respect to any such remedy shall be limited as provided in Section

25.2. Tenant shall use commercially reasonable efforts to mitigate any damages resulting from a default by Landlord under this Lease.

Bear Den Road

21 Blacksburg, SC

20.2 Tenant’s

Right of Self-Help. If Landlord is in default of this Lease as provided in Section 20.1 above after the notice and cure

period described therein (as extended by any delays caused by a Tenant Party) and Landlord does not dispute in good faith that Landlord

is obligated pursuant to the terms of this Lease to perform the obligation in question, Tenant shall have the right to cure such default

as more particularly described below after giving an additional written notice in bold, upper case letters (in 16 point font or larger)

the phrase “FINAL REQUEST – TENANT WILL BE ENTITLED TO SELF HELP REMEDY UNDER THE LEASE” (the “Second

Notice”) to Landlord. If such default remains uncured for an additional ten business days after Landlord’s receipt

of the Second Notice (as extended by any delays caused by a Tenant Party), and such failure by Landlord materially and adversely affects

Tenant’s use or occupancy of the Premises, then, provided no Event of Default by Tenant then exists, Tenant may perform such obligation

so long as such work (a) is performed in good and workmanlike manner and compliance with all Laws and this Lease, (b) is performed with

new materials, and (c) is performed in a manner so that no warranty is shortened, voided or otherwise diminished. Thereafter, provided

such costs would not otherwise be payable by Tenant pursuant to this Lease, Landlord shall reimburse Tenant for the commercially reasonable

out-of-pocket costs actually incurred by Tenant to cure such default within 30 days following receipt by Landlord of a written invoice

from Tenant, with the paid invoices therefor, and final, unconditional lien waivers in recordable form therefor. Notwithstanding anything

to the contrary contained herein, if the obligation to be performed by Tenant will affect the Building’s Structure (including the

roof) or the Building’s Systems, Tenant shall use only those contractors used by Landlord in the Premises for work on such structure

or system, as applicable. For all other work, Tenant shall use those contractors used by Landlord in the Premises for same type of work

unless such contractor is unwilling to perform such work after reasonable, good-faith requests by Tenant, in which event Tenant may use

different contractors, subject to Landlord’s reasonable approval. Landlord agrees to approve or reject any contractor proposed to

be used by Tenant within two business days of receipt of written notice from Tenant requesting Landlord’s consent (which notice,

if sent separately from the Second Notice, must be in the form satisfying the requirements of the Second Notice as described above); provided

that if a proposed contractor is duly licensed, bonded, satisfies Landlord’s vendor insurance requirements, performs similar work

in comparable buildings and Landlord does not respond to Tenant’s notice within such two-business-day period, Landlord shall be

deemed to have approved Tenant’s proposed contractor. Notwithstanding anything in this Section 20.2 to the contrary, this Section

shall not apply to Landlord’s performance of the Base Building Work or any default or failure caused by a Taking or a Casualty (all

of which shall be governed by the applicable respective provisions of this Lease).

20.3 Tenant’s

Offset Right. If Landlord fails to pay the amounts owed by Landlord to Tenant as provided in Section 20.2 above within

such 30-day period, Tenant may offset such costs that are not in good faith disputed by Landlord against Tenant’s next accruing

installments of Basic Rent until Tenant has been reimbursed for such costs; provided, however, that the amount offset against Basic Rent

in any single month shall not exceed 10% of the Basic Rent payable for such month. The rights set forth in this Section 20.3 shall be

Tenant’s sole and exclusive remedy for Landlord’s failure to timely pay amounts owed by Landlord to Tenant as provided in

Section 20.2.

21. Surrender

of Premises. No act by Landlord shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept

a surrender of the Premises shall be valid unless it is in writing and signed by Landlord. At the expiration or termination of this Lease

or Tenant’s right to possess the Premises, Tenant shall (a) deliver to Landlord the Premises broom-clean with all Improvements located

therein in good repair and condition (except for reasonable wear and tear, condemnation and Casualty damage not caused by a Tenant Party,

as to which Sections 14 and 15 shall control), free of any liens or encumbrances and free of Hazardous Materials placed on the Premises

during the Term; (b) deliver to Landlord all keys to the Premises and all access cards to the Premises (and shall reimburse Landlord for

the then-current replacement cost charged by Landlord for all such keys and access cards that are not returned); (c) remove all unattached

trade fixtures, furniture (including demountable walls), and personal property placed in the Premises or elsewhere in the related complex

by a Tenant Party and unattached equipment located in the Premises (but Tenant may not remove any such item which was paid for, in whole

or in part, by Landlord unless Landlord requires such removal); (d) abandon and leave in place, without additional payment to Tenant or

credit against Rent, any and all cabling (including conduit), and Tenant covenants that such cabling shall be left in a neat and safe

condition in accordance with the requirements of all applicable Laws, including the National Electric Code or any successor statute, and

shall be terminated at both ends of a connector, properly labeled at each end and in each electrical closet and junction box); and (e)

remove such Improvements and Tenant’s Off-Premises Equipment as Landlord may require and restore the areas surrounding such Improvements

and Tenant’s Off-Premises Equipment to their conditions existing immediately prior to the installation of such Improvements and

Tenant’s Off-Premises Equipment; however, Tenant shall not be required to remove any Improvements to the Premises installed by Landlord

unless Landlord has specifically required in writing at the time of Landlord’s installation of same that the Improvements in question

need not be removed. For clarity, Tenant’s repair, maintenance and replacement obligations are independent of Tenant’s surrender

obligations. Tenant shall repair all damage caused by the removal of the items described above. If Tenant fails to remove any property,

including any of the property described above, Landlord may, at Landlord’s option, (1) deem such items to have been abandoned by

Tenant, the title thereof shall immediately pass to Landlord at no cost to Landlord, and such items may be appropriated, sold, stored,

destroyed, or otherwise disposed of by Landlord without notice to Tenant and without any obligation to account for such items; any such

disposition shall not be considered a strict foreclosure or other exercise of Landlord’s rights in respect of the security interest

granted hereunder or otherwise, (2) remove such items, perform any work required to be performed by Tenant hereunder, and repair all damage

caused by such work, and Tenant shall reimburse Landlord on demand for any expenses which Landlord may incur in effecting compliance with

Tenant’s obligations hereunder (including collection costs and attorneys’ fees), plus interest thereon at the Default Rate,

or (3) elect any of the actions described in clauses (1) and (2) above as Landlord may elect in its sole discretion. The provisions of

this Section 21 shall survive the end of the Term.

Bear Den Road

22 Blacksburg, SC

22. Holding

Over. If Tenant fails to vacate the Premises in the condition required by this Lease at the end of the Term, then Tenant

shall be a tenant at sufferance and, in addition to all other damages and remedies to which Landlord may be entitled for such holding

over, (a) Tenant shall pay, in addition to the other Rent, Basic Rent equal to 150% of the Basic Rent payable during the last month of

the Term for the first 60 days of such holdover, 200% thereafter, and (b) Tenant shall otherwise continue to be subject to all of Tenant’s

obligations under this Lease. The provisions of this Section 22 shall not be deemed to limit or constitute a waiver of any other rights

or remedies of Landlord provided herein or at law. If Tenant fails to surrender the Premises upon the termination or expiration of this

Lease, such failure shall be an immediate and incurable Event of Default (without any required notice), and, in addition to any other

liabilities to Landlord accruing therefrom, Tenant shall protect, defend, indemnify and hold Landlord harmless from all loss, costs (including

removal and storage costs, and reasonable attorneys’ fees) and liability resulting from such failure, including any claims made

by any succeeding tenant founded upon such failure to surrender, and any lost profits or other consequential damages to Landlord resulting

therefrom.

23. Certain

Rights Reserved by Landlord. Landlord shall have the following rights:

23.1 Building

Operations. To make inspections, tests and repairs, whether structural or otherwise, in and about the Premises, or any

part thereof; to monitor utility consumption and usage at the Premises (to the extent required by Law); to enter upon the Premises (after

giving Tenant reasonable notice thereof, which may be verbal notice, except in cases of real or apparent emergency, in which case no notice

shall be required) to exercise Landlord’s rights or to perform Landlord’s obligations under this Lease and, during the continuance

of any such work, to temporarily close doors, entryways, public space, and corridors in the Building; and to interrupt or temporarily

suspend Building services and facilities;

23.2 Security.

To take such reasonable measures as Landlord deems advisable for the security of the Building and its occupants; evacuating the Building

for cause, suspected cause, or for drill purposes; or temporarily denying access to the Building;

23.3 Prospective

Purchasers and Lenders. Upon reasonable prior notice (which notice may be verbal) to Tenant, to enter the Premises at all

reasonable hours to show the Premises to prospective purchasers or lenders (provided no Event of Default exists and Tenant is then occupying

the Premises, Tenant shall have the opportunity to provide a representative of Tenant to accompany such entry); however, if no such Tenant

employee or agent is made available by Tenant, Landlord may enter the Premises as provided above; and

23.4 Prospective

Tenants. At any time during the last 12 months of the Term (or earlier if Tenant has notified Landlord in writing that

it does not desire to extend the Term) upon reasonable prior notice (which notice may be verbal) to Tenant, or at any time following the

occurrence of an Event of Default, to enter the Premises at all reasonable hours to show the Premises to prospective tenants (provided

no Event of Default exists and Tenant is then occupying the Premises, Tenant shall have the opportunity to provide a representative of

Tenant to accompany such entry); however, if no such Tenant employee or agent is made available by Tenant, Landlord may enter the Premises

as provided above.

In exercising the foregoing rights in this Section

23, Landlord shall use commercially reasonable efforts to minimize any interference with Tenant’s occupancy of the Premises; however,

nothing in this Section shall diminish or impair Landlord’s exercise of remedies.

24. Substitution

Space. [Intentionally Deleted].

25. Miscellaneous.

25.1 Landlord

Transfer. Landlord may transfer any portion of the Premises and any of its rights under this Lease (including, for avoidance

of doubt, to any entity providing equity financing pursuant to Section 26.2.2(a)). If Landlord assigns its rights under this Lease, then

Landlord shall thereby be released from any further obligations hereunder arising after the date of transfer, provided that the assignee

assumes in writing (or by operation of Law) Landlord’s obligations hereunder arising from and after the transfer date.

Bear Den Road

23 Blacksburg, SC

25.2 Limitation

of Liability.

25.2.1 Landlord’s

Liability. The liability of Landlord (and its successors, partners, shareholders or members) to Tenant (or any person or entity

claiming by, through or under Tenant) for any default by Landlord under the terms of this Lease or any matter relating to or arising out

of the occupancy or use of the Premises or other areas of the Building or the Premises shall be limited to Tenant’s actual direct,

but not consequential, punitive, special or indirect, damages therefor and shall be recoverable only from the amount which is equal to

the equity interest of Landlord in the Building. Further, Landlord (and its successors, partners, shareholders or members) shall not be

personally liable for any deficiency, and in no event shall any liability hereunder extend to any sales or insurance proceeds received

by Landlord (or its successors, partners, shareholders or members) in connection with the Building or the Premises. Additionally, Tenant

hereby waives and releases all lien rights on the Premises and Landlord’s property and all termination rights provided under law

or equity; however nothing in the preceding clause shall diminish Tenant’s termination rights expressly set forth in this Lease.

25.2.2 Tenant’s

Liability. The liability of Tenant to Landlord for any monetary damages arising from any default by Tenant under the terms of

this Lease shall be limited to Landlord’s actual direct, but not consequential, damages therefor; provided that, notwithstanding

the foregoing, such limitation shall not apply to any holding over in the Premises following the expiration of the Term, the Release of

Hazardous Materials by a Tenant Party, or a violation of Tenant’s representations, covenants or indemnity obligations under Section

25.22, all of which Landlord may recover consequential damages from Tenant. Nothing in this Section 25.2.2 shall affect or limit Landlord’s

rights to file legal actions to recover possession of the Premises, or for injunctive relief against Tenant, or any other non-monetary

relief as provided in Sections 18 or 19 of this Lease, or Landlord’s rights to prosecute any suit or action in connection with enforcement

of rights hereunder or arising herefrom or collection of amounts that may become owing or payable under or on account of insurance maintained

by Tenant.

25.2.3 Survival.

The provisions of this Section 25.2 shall survive the expiration or earlier termination of this Lease.

25.3 Force

Majeure. Whenever a period of time is prescribed for action to be taken by either party hereto, such party shall not be

liable or responsible for, and there shall be excluded from the computation of any such period of time, any delays whatsoever which are

beyond the control of such party, whether any such delays are foreseeable as of the Lease Date or not or are otherwise contemplated by

the parties herein, including those due to strikes, riots, acts of God, weather, shortages of labor or materials, subsurface, environmental

or otherwise concealed physical conditions, fire, landslide, explosions, sabotage, revolution, injunction, tariffs, or other delays incurred

by either party in construction or re-construction of the Premises not caused by such party, war, terrorist acts or activities, Laws,

pandemic, epidemic, disease, public health emergency (including delays arising out of the spread of a viral illness), delays in the responsiveness

of, or the unavailability of, governmental authorities to grant applications or signoffs or to perform inspections, the unavailability

of contractors or laborers or disruption of supply chains as a result of any of the foregoing items in this Section, or any other causes

of any kind (each such event sometimes referred to as “Force Majeure”). However, the foregoing provisions shall

not apply to Landlord’s or Tenant’s obligations under this Lease that can be performed by the payment of money (e.g., payment

of Rent and maintenance of insurance), Tenant’s obligation to vacate and surrender the Premises upon the expiration or earlier termination

of the Term, and any deadline to request payment of any allowances or application of rent credits. Except where the provisions of this

Lease (or any amendment to this Lease) grant an express right or remedy to Landlord or Tenant, the provisions of this Section shall constitute

the parties’ sole and exclusive remedy in the event of any delays caused by any of the reasons described above in this Section 25.3,

and Landlord and Tenant waive and release all rights and remedies (whether statutory, common law, in equity or otherwise) in the event

of such delays, including rights and remedies for frustration of purpose or impossibility or impracticability of performance.

25.4 Brokerage.

Neither Landlord nor Tenant has dealt with any broker or agent in connection with the negotiation or execution of this Lease, other than

Cresa LLC, whose commission shall be paid pursuant to a separate written agreement as described in Section 6. Tenant and Landlord shall

each indemnify the other against all costs, expenses, attorneys’ fees, liens and other liability for commissions or other compensation

claimed by any other broker or agent claiming the same by, through or under the indemnifying party.

Bear Den Road

24 Blacksburg, SC

25.5 Estoppel

Certificates. From time to time, Tenant shall furnish to any party designated by Landlord, within ten business days after

Landlord has made a request therefor, a certificate signed by Tenant confirming and containing such factual certifications and representations

as to this Lease as Landlord may reasonably request. Tenant may not make any assertions on an estoppel certificate inconsistent with the

terms of this Lease. Unless otherwise required by Landlord’s Mortgagee or a prospective purchaser or mortgagee of the Premises,

the initial form of estoppel certificate to be signed by Tenant is attached hereto as Exhibit F; provided, however, the factual

statements contained therein may be amended or modified to the extent any of the certifications or representations contained therein are

not true as of the date Tenant executes the same. If Tenant does not deliver to Landlord the certificate signed by Tenant within such

required time period, Landlord, Landlord’s Mortgagee and any prospective purchaser or mortgagee, may conclusively presume and rely

upon the following facts: (a) this Lease is in full force and effect; (b) the terms and provisions of this Lease have not been changed

except as otherwise represented by Landlord; (c) not more than one monthly installment of Basic Rent and other charges have been paid

in advance; (d) there are no claims against Landlord nor any defenses or rights of offset against collection of Rent or other charges;

and (e) Landlord is not in default under this Lease. In such event, Tenant shall be estopped from denying the truth of the presumed facts.

25.6 Notices.

All notices and other communications given pursuant to this Lease shall be in writing and shall be (a) mailed by first class, United States

Mail, postage prepaid, certified, with return receipt requested, and addressed to the parties hereto at the address specified in the Basic

Lease Information, (b) hand-delivered to the intended addressee, or (c) sent by a nationally recognized overnight courier service. All

notices shall be effective upon delivery to the address of the addressee (even if such addressee refuses delivery thereof). The parties

hereto may change their addresses by giving notice thereof to the other in conformity with this provision.

25.7 Separability.

If any clause or provision of this Lease is illegal, invalid, or unenforceable under present or future Laws, then the remainder of this

Lease shall not be affected thereby and in lieu of such clause or provision, there shall be added as a part of this Lease a clause or

provision as similar in terms to such illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and

enforceable.

25.8 Amendments;

Binding Effect; No Electronic Records. This Lease may not be amended except by instrument in writing signed by Landlord

and Tenant. No provision of this Lease shall be deemed to have been waived by Landlord or Tenant unless such waiver is in writing signed

by the waiving party, and no custom or practice which may evolve between the parties in the administration of the terms hereof shall waive

or diminish the right of either party to insist upon the performance by the other party in strict accordance with the terms hereof. Landlord

and Tenant shall not conduct the transactions or communications contemplated by this Lease by electronic means, except by electronic signatures

as specifically set forth in Section 25.9, and neither the use of the phrase “in writing”, nor the word “written”,

shall be construed to include electronic communications except by electronic signatures as specifically set forth in Section 25.9; provided,

however, the foregoing shall not be deemed to prevent Landlord and Tenant from communicating by electronic mail, but in no event shall

such communication be deemed to modify or amend this Lease or otherwise be binding in any way upon either party hereto. The terms and

conditions contained in this Lease shall inure to the benefit of and be binding upon the parties hereto, and upon their respective successors

in interest and legal representatives, except as otherwise herein expressly provided. This Lease is for the sole benefit of Landlord and

Tenant, and, other than Landlord’s Mortgagee, no third party shall be deemed a third party beneficiary hereof.

25.9 Counterparts;

Electronic Signatures. This Lease (and amendments to this Lease) may be executed in any number of counterparts, each of

which shall be deemed to be an original, and all of such counterparts shall constitute one document. To facilitate execution of this Lease,

the parties may execute and exchange, by electronic mail PDF, counterparts of the signature pages. Signature pages may be detached from

the counterparts and attached to a single copy of this Lease to physically form one document. This Lease may be signed or transmitted

by e-mail of a .pdf document or using electronic signature technology (e.g., via DocuSign or similar electronic signature technology),

and that such signed electronic record shall be valid and as effective to bind the party so signing as a paper copy bearing such party’s

handwritten signature.

25.10 Quiet

Enjoyment. So long as no Event of Default then exists, Tenant shall peaceably and quietly hold and enjoy the Premises for

the Term, without hindrance from Landlord or any party claiming by, through or under Landlord, but not otherwise, subject to the terms

and conditions of this Lease and all matters of record as of the Lease Date which are applicable to the Premises.

Bear Den Road

25 Blacksburg, SC

25.11 No

Merger. There shall be no merger of the leasehold estate hereby created with the fee estate in the Premises or any part

thereof if the same person acquires or holds, directly or indirectly, this Lease or any interest in this Lease and the fee estate in the

leasehold Premises or any interest in such fee estate.

25.12 Submission.

The submission of this Lease by Landlord to Tenant for examination or execution shall not be construed as an offer and shall not in any

manner bind Landlord, and Tenant shall not have any rights under this Lease, and no obligations on Landlord shall arise under this Lease,

unless and until Landlord executes a copy of this Lease and delivers it to Tenant; provided, however, the execution and delivery by Tenant

of this Lease to Landlord shall constitute an irrevocable offer by Tenant of the terms and conditions herein contained, which offer may

not be revoked for 30 days after such delivery.

25.13 Entire

Agreement; Arm’s-Length Negotiation; No Reliance. This Lease constitutes the entire agreement between Landlord and

Tenant regarding the subject matter hereof and supersedes all verbal statements and prior writings relating thereto. Except for those

set forth in this Lease, no representations, warranties, or agreements have been made by Landlord or Tenant to the other with respect

to this Lease or the obligations of Landlord or Tenant in connection therewith. Except as otherwise provided herein, no subsequent alteration,

amendment, change or addition to this Lease shall be binding unless in writing and signed by Landlord and Tenant. Each of Landlord and

Tenant has had the opportunity to retain legal counsel to review, revise, and negotiate this Lease on its individual behalf. Landlord

and Tenant stipulate that this Lease has been reviewed and revised by both Landlord and Tenant and their respective legal counsel and

that this Lease is the result of an arm’s-length negotiation and compromise. Landlord and Tenant further stipulate that they are

both sophisticated individuals or business entities capable of understanding and negotiating the terms of this Lease. The normal rule

of construction that any ambiguities be resolved against the drafting party shall not apply to the interpretation of this Lease or any

exhibits or amendments hereto. Further, Tenant disclaims any reliance upon any and all representations, warranties or agreements not expressly

set forth in this Lease.

25.14 Waiver

of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TENANT (ON BEHALF OF ITSELF AND ITS SUCCESSORS, ASSIGNS AND SUBTENANTS)

AND LANDLORD EACH, AFTER CONSULTATION WITH COUNSEL, KNOWINGLY WAIVES AND RELEASES ANY RIGHT TO TRIAL BY JURY IN ANY LITIGATION OR TO HAVE

A JURY PARTICIPATE IN RESOLVING ANY DISPUTE ARISING OUT OF OR WITH RESPECT TO THIS LEASE OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT

EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED HERETO. This Section has been negotiated at arm’s length

with the assistance of legal counsel and the legal effect has been fully explained to each party, and its provisions constitute a knowing

and voluntary agreement.

25.15 Governing

Law; Jurisdiction. This Lease shall be governed by and construed in accordance with the Laws of the state in which the

Premises are located. The proper place of venue to enforce this Lease will be the county or district in which the Premises are located.

In any legal proceeding regarding this Lease, including enforcement of any judgments, each party irrevocably and unconditionally (a) submits

to the jurisdiction of the courts of law in the county or district in which the Premises are located; (b) accepts the venue of such courts

and waives, releases and shall not plead any objection thereto; and (c) agrees that (1) service of process may be effected at the address

specified for such party in this Lease, or at such other address of which the other party has been properly notified in writing, and (2)

nothing herein will affect either party’s right to effect service of process in any other manner permitted by applicable law.

25.16 Recording.

At any time following the Lease Date, at the request of Landlord or Tenant, Landlord and Tenant shall execute a memorandum of lease in

the form attached hereto as Exhibit L. The cost of recording such memorandum of lease shall be paid by Tenant. If any conflict

exists or arises between the terms of this Lease and the terms of such memorandum, the terms of this Lease shall prevail. Tenant shall,

within ten business days following Landlord’s written request after expiration or earlier termination of the Term or Tenant’s

right of possession hereunder (time being of the essence with respect thereto), execute and deliver original counterparts to a release

of such memorandum of lease (also in recordable form), and Tenant shall defend, indemnify and hold harmless Landlord and its representatives

and agents from and against all Loss associated with Tenant’s failure to timely deliver any such original counterparts. Notwithstanding

anything to the contrary contained in this Lease, Tenant shall not record this Lease without the prior written consent of Landlord, which

consent may be withheld or denied in the sole and absolute discretion of Landlord, and any recordation by Tenant shall be a material breach

of this Lease. If Tenant records this Lease or any similar instrument without Landlord’s consent (other than the memorandum of lease

as expressly permitted pursuant to this Section 25.16), Tenant shall defend, indemnify, and hold harmless Landlord and its representatives

and agents from and against any and all claims, demands, liabilities, causes of action, suits, judgments, damages and expenses (including

reasonable attorneys’ fees) to the extent arising from such recorded instrument.

Bear Den Road

26 Blacksburg, SC

25.17 Water

or Mold Notification. To the extent Tenant or its agents or employees discover any water leakage, water damage or mold

in or about the Premises, Tenant shall promptly notify Landlord thereof in writing.

25.18 Joint

and Several Liability. If Tenant consists of more than one party (or if Tenant permits any other party to occupy the Premises),

each such party shall be jointly and severally liable for Tenant’s obligations under this Lease. All unperformed obligations of

Tenant hereunder not fully performed at the end of the Term shall survive the end of the Term, including payment obligations with respect

to Rent and all obligations concerning the condition and repair of the Premises, and the terms of Section 22 shall apply with respect

to those obligations capable of being performed at the end of the Term (including all of Tenant’s obligations under Sections 15

and 21) until all such obligations are fully performed.

25.19 Financial

Reports.

25.19.1 Obligation

to Deliver Financial Statements. If Tenant is an entity that is domiciled in the United States of America, whose securities are

traded on a national securities exchange, and whose financial statements are readily available through the EDGAR database system operated

by the United States Securities and Exchange Commission, the terms of this Section 25.19 shall not apply. Otherwise, within 15 days

after Landlord’s request, Tenant will furnish Tenant’s most recent audited financial statements (including any financial accounting

notes to them) to Landlord, or, if no such audited statements have been prepared, such other financial statements (and financial accounting

notes to them) as may have been prepared by an independent certified public accountant or, failing those, Tenant’s internally prepared

financial statements. Tenant will discuss its financial statements with Landlord and, following the occurrence of an Event of Default

hereunder, will give Landlord access to Tenant’s books and records in order to enable Landlord to verify the financial statements.

Landlord will not disclose any aspect of Tenant’s financial statements that Tenant designates to Landlord as confidential except

(a) to Landlord’s Mortgagee or prospective mortgagees or actual or prospective purchasers or investors of interests in the Building,

(b) in litigation between Landlord and Tenant, (c) to attorneys, accountants, consultants, appraisers, or other advisors, (d) otherwise

as reasonably necessary for the operation of the Premises or administration of Landlord’s business, or (e) if required by Law or

court order.

25.19.2 Frequency

of Obligation. Tenant shall not be required to deliver the financial statements required under Section 25.19.1 more than

once in any 12-month period unless some event has occurred that necessitates Landlord’s review of such financial reports, including

a possible sale or financing of the Premises, Tenant’s extension of the Term, an expansion or relocation of the Premises, or if

requested by Landlord’s Mortgagee or a prospective buyer or lender of the Building or an Event of Default occurs.

25.19.3 Accuracy

of Financial Statements. Tenant represents and warrants to Landlord that the financial statements or other financial information

pertaining to Tenant or its Affiliates (whether one or more, the “Company”) delivered to Landlord in connection

with this Lease (whether delivered as part of the negotiation of this Lease, pursuant to Section 25.19.1, or otherwise) are and will be

based upon and are consistent in all material respects with the information contained in the Company’s books and records, have been

or will be prepared and reviewed by the Company, based on GAAP consistently applied throughout the periods indicated (except as may be

indicated in the notes thereto) and fairly present, and will fairly present, in all material respects, the financial position of the Company

as of the date thereof and the results of its respective operations for the periods then ended, except as otherwise noted therein; provided

that interim financial statements are subject to customary recurring year-end adjustments, which in the aggregate are not material, and

lack footnotes and other presentation items.

25.20 Telecommunications.

Tenant and its telecommunications companies, including local exchange telecommunications companies and alternative access vendor services

companies, shall have no right of access to and within the Building, for the installation and operation of Telecommunications Services

for part or all of Tenant’s telecommunications within the Building and from the Building to any other location unless Landlord has

previously reviewed and approved all plans, specifications and contracts pertaining to telecommunication service entry points, and any

documents to which Landlord is a party or which may encumber the Premises, which consent will not be unreasonably withheld, conditioned

or delayed. All providers of Telecommunications Services shall be required to comply with the rules and regulations of the Premises, applicable

Laws and Landlord’s policies and practices for the Premises, and shall be required, at Landlord’s election, to enter into

a license agreement with Landlord to confirm and approve items such as, without limitation, the proposed location (and labeling requirements)

of wiring, cabling, fiber lines, points of demarcation, entry into the Premises, insurance requirements and the like, all at no cost to

Landlord. Landlord shall not be required to provide or arrange for any Telecommunications Services and Landlord shall have no liability

to any Tenant Party in connection with the installation, operation or maintenance of Telecommunications Services or any equipment or facilities

relating thereto. Tenant, at its cost and for its own account, shall be solely responsible for obtaining all Telecommunications Services.

Bear Den Road

27 Blacksburg, SC

25.21 Confidentiality.

Both Landlord and Tenant acknowledge that the terms and conditions of this Lease (other than the existence of this Lease and the location

of the Premises) are to remain confidential for both parties’ benefit, and may not be disclosed by either party to anyone, by any

manner or means, directly or indirectly, without the other party’s prior written consent; however, Landlord or Tenant may disclose

the terms and conditions of this Lease to its respective attorneys, accountants, employees and existing or prospective financial partners.

The disclosing party shall be liable for any disclosures made in violation of this Section by the disclosing party or by any entity or

individual to whom the terms of and conditions of this Lease were disclosed or made available by the disclosing party. The consent by

either party to any disclosures shall not be deemed to be a waiver on the part of such party of any prohibition against any future disclosure.

Notwithstanding anything to the contrary herein, Landlord and Tenant shall each have the right to make disclosures of the terms of this

Lease (a) to the extent required by Law (including disclosures that are reasonably necessary to comply with rules of any stock exchange),

(b) to the extent reasonably necessary to enforce such party’s rights hereunder, (c) in connection with such party’s financing,

selling, leasing, insuring, or otherwise transferring or capitalizing its assets or its business (or any such transaction consummated

by such party’s affiliate), (d) in connection with such party’s books and records being audited, (e) to the extent necessary

reasonably necessary in constructing, operating, insuring, maintaining, repairing or restoring the Premises, and (f) pursuant to a press

release which has been approved by both parties. Except for disclosures made pursuant to subparagraphs (a), (b) and (f) in the immediately

preceding sentence, the disclosing party shall advise all parties to whom the disclosing party is permitted to disclose the terms and

conditions of this Lease pursuant to this Section 25.21 of the confidential nature of such terms and conditions prior to disclosure and

the disclosing party shall be responsible for any violation of the terms of this Section 25.21 by any such receiving party.

25.22 Authority

of Tenant; Prohibited Persons and Transactions. Tenant (if a corporation, partnership or other business entity) hereby

represents and warrants to Landlord that Tenant is and will remain during the Term a duly formed and existing entity qualified to do business

in the state in which the Premises are located, that Tenant has full right and authority to execute and deliver this Lease, and that each

person signing on behalf of Tenant is authorized to do so, and that Tenant’s organizational identification number assigned by the

Delaware Secretary of State is 10128402. Tenant represents and warrants to Landlord that, as of the Lease Date, Tenant is not, and Tenant

hereby covenants that, throughout the Term, Tenant shall not become, a Prohibited Entity. Further, Tenant covenants that it will not Transfer

this Lease to any Prohibited Entity (and any such Transfer shall be void). Tenant shall promptly notify Landlord in writing if Tenant

becomes aware that it has ceased to be in compliance with the foregoing representation, warranty or covenant, or if Tenant has received

a notice that it is the subject of an investigation for a violation of any Prohibited Entity Law. Within ten days after written request

from Landlord, Tenant shall provide all information relevant to the ultimate ownership and control of Tenant and its Affiliates to determine

whether Tenant is in compliance with all Prohibited Entity Laws (provided that the obligation to provide such information shall not extend

to publicly traded shares). If Tenant is or becomes a Prohibited Entity, such occurrence shall constitute an immediate and incurable Event

of Default under this Lease without the necessity of notice or opportunity to cure, and Landlord shall have the right, in its sole discretion,

to terminate this Lease upon written notice to Tenant, in addition to and without limitation of any other rights or remedies available

to Landlord under this Lease or at law or in equity. Tenant shall indemnify, defend, and hold harmless Landlord, Landlord’s Affiliates

and Landlord’s representatives and agents from and against any and all losses, liabilities, damages, claims, costs, and expenses

(including reasonable attorneys’ fees and court costs) arising out of or related to (a) any breach of the foregoing representation,

warranty or covenant, or (b) Tenant’s status as, or affiliation with, a Prohibited Entity. Tenant acknowledges and agrees that if

this Lease or any provision hereof is declared invalid, illegal, or void under a Prohibited Entity Law (a “Termination Declaration”),

then (1) Tenant shall remain liable for (A) all liabilities and obligations accruing prior to such Termination Declaration, (B) any breach,

default, or failure to perform any obligation under this Lease occurring prior to such Termination Declaration, and (C) the continued

performance of all obligations of Tenant that survive the termination or expiration of this Lease, and (2) Tenant shall pay to Landlord

all costs of Landlord in securing this Lease, including all commissions, allowances, reasonable attorneys’ fees, and if this Lease

or any amendment hereto contains any abated Rent granted by Landlord as an inducement or concession to secure this Lease or amendment

hereto, the full amount of all Rent so abated within five days following Landlord’s written demand therefor.

25.23 Authority

of Landlord; Prohibited Persons and Transactions. Landlord hereby represents and warrants to Tenant that Landlord is a

duly formed and existing entity qualified to do business in the state in which the Premises are located, that Landlord has full right

and authority to execute and deliver this Lease, and that each person signing on behalf of Landlord is authorized to do so. Landlord represents

and warrants that Landlord is not, and covenants that Landlord will not become, a person or entity with whom U.S. persons or entities

are restricted from doing business under regulations of OFAC (including those named on OFAC’s Specially Designated Nationals and

Blocked Persons List) or under 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, and Landlord covenants

that it will not transfer this Lease to any such persons or entities (and any such transfer shall be void).

Bear Den Road

28 Blacksburg, SC

25.24 Hazardous

Materials; Environmental Requirements.

25.24.1 Prohibition

Against Hazardous Materials. Except for Permitted Hazardous Materials properly stored and contained in compliance with all Environmental

Requirements, Tenant shall not permit or cause any party to bring any Hazardous Materials upon the Premises or transport, transfer, store,

use, generate or manufacture any Hazardous Materials on or from the Premises without Landlord’s prior written consent. Tenant shall

not permit or cause any party to Release any Hazardous Materials in or from the Premises, or introduce or disturb asbestos, asbestos-containing

material, or PCBs into or from the Premises. Tenant, at its sole cost and expense, shall operate its business in the Premises in strict

compliance with all Environmental Requirements and all requirements of this Lease. Tenant shall complete and certify to disclosure statements

as requested by Landlord from time to time relating to Tenant’s transportation, storage, use, generation, manufacture or Release

of Hazardous Materials on the Premises, and Tenant shall promptly deliver to Landlord a copy of any notice of violation relating to the

Premises of any Environmental Requirement. No Tenant Party may install any finishes on exterior walls that act as vapor barriers, such

as vinyl wall coverings that might permit the growth of fungi, mold or mildew. Tenant shall use only refrigerants and HVAC equipment that

minimize or eliminate the emission of compounds that contribute to ozone depletion and global warming.

25.24.2 Removal

of Hazardous Materials. Tenant, at its sole cost and expense, shall remove all Hazardous Materials stored or Released by a Tenant

Party onto or from the Premises, in a manner and to a level satisfactory to Landlord in its sole, but commercially reasonable, discretion,

but in no event to a level and in a manner less than that which complies with all Environmental Requirements and does not limit any future

uses of the Premises or require the recording of any deed restriction or notice regarding the Premises. Tenant shall perform such work

promptly in accordance with the foregoing requirements and at any time during the Term upon written request by Landlord or, in the absence

of a specific request by Landlord, before Tenant’s right to possession of the Premises terminates or expires. If Tenant fails to

perform such work within the time period specified by Landlord or before Tenant’s right to possession terminates or expires (whichever

is earlier), Landlord may at its discretion, and without waiving any other remedy available under this Lease or at law or equity (including

an action to compel Tenant to perform such work), perform such work at Tenant’s cost. Tenant shall pay all costs incurred by Landlord

in performing such work within 30 days after Landlord’s request therefor. Such work performed by Landlord is on behalf of Tenant

and Tenant shall remain the owner, generator, operator, transporter, and arranger of the Hazardous Materials for purposes of Environmental

Requirements. Tenant agrees not to enter into any agreement with any person, including any governmental authority, regarding the removal

of Hazardous Materials that have been Released onto or from the Premises without the prior written approval of the Landlord. Tenant shall

not undertake any invasive investigation of the soil or groundwater at the Premises without Landlord’s prior written consent.

25.24.3 Tenant’s

Indemnity. Tenant shall indemnify, defend, and hold Landlord harmless from and against any and all losses (including diminution

in value of the Premises and loss of rental income from the Premises), claims, demands, actions, suits, damages (including punitive damages),

expenses (including remediation, removal, repair, corrective action, or cleanup expenses), and costs (including actual attorneys’

fees, consultant fees or expert fees and including removal or management of any asbestos brought onto the Premises or disturbed in breach

of the requirements of this Section 25.24, regardless of whether such removal or management is required by Law) which are brought or recoverable

against, or suffered or incurred by Landlord as a result of any Release of Hazardous Materials or any breach of the requirements under

this Section 25.24 by a Tenant Party regardless of whether Tenant had knowledge of such noncompliance. This indemnity provision is intended

to allocate responsibility between Landlord and Tenant under Environmental Requirements and shall survive termination or expiration of

this Lease.

25.24.4 Baseline

and Exit Site Assessments. Prior to the date hereof, Landlord has caused a Phase I Environmental Site Assessment (the “Baseline

Site Assessment”) to be performed by Hart Hickman (dated May 1, 2026). On or before the 30th day following the

later of (a) the expiration or earlier termination of the Term, or (b) Tenant’s fully vacating the Premises, Tenant may request

in writing, and if Tenant delivers such written request, Landlord shall, at Tenant’s sole cost and expense, cause a second Phase

I Environmental Site Assessment to be performed by Hart Hickman or another environmental consultant reasonably acceptable to Landlord

(the “Environmental Consultant”) with respect to the Premises, as well as any Phase II or follow-up studies

recommended by the Environmental Consultant or to the extent reasonably required by Landlord, to identify any instances of noncompliance

with the requirements of the Lease, or if recognized environmental conditions not identified in the Baseline Site Assessment have occurred

during Tenant’s occupancy thereof (“Exit Site Assessment”). Landlord shall cause the Environmental Consultant

to name Tenant as a party that may rely on the Exit Site Assessment.

Bear Den Road

29 Blacksburg, SC

25.24.5 Inspections

and Tests. Landlord shall have access to, and a right to perform inspections and tests of, the Premises to determine Tenant’s

compliance with Environmental Requirements, its obligations under this Section 25.24, or the environmental condition of the Premises.

Access to the Premises shall be granted to Landlord upon Landlord’s prior notice to Tenant and at such times so as to minimize,

so far as may be reasonable under the circumstances, any disturbance to Tenant’s operations. Such inspections and tests shall be

conducted at Landlord’s expense, unless such inspections or tests reveal that Tenant has not complied with any Environmental Requirement

or this Lease, in which case Tenant shall reimburse Landlord for the reasonable cost of such inspection and tests. Landlord’s receipt

of or satisfaction with any environmental assessment in no way waives or releases any rights that Landlord holds against Tenant. Tenant

shall promptly notify Landlord of any communication or report that Tenant makes to any governmental authority regarding any possible violation

of Environmental Requirements or Release or threat of Release of any Hazardous Materials onto or from the Premises. Tenant shall, within

five business days of receipt thereof, provide Landlord with a copy of any documents or correspondence received from any governmental

authority or other party relating to a possible violation of Environmental Requirements or claim or liability associated with the Release

or threat of Release of any Hazardous Materials onto or from the Premises. Tenant shall maintain at the Premises copies of all permits

pertaining to Hazardous Materials and shall, at Landlord’s election, provide copies of such permits to Landlord or make such permits

available at the Premises for inspection by Landlord or its agents or employees.

25.24.6 Tenant’s

Financial Assurance in the Event of a Breach. In addition to all other rights and remedies available to Landlord under this Lease

or otherwise, Landlord may, in the event of a breach of the requirements of this Section 25.24 that is not cured within 30 days following

notice of such breach by Landlord, require Tenant to provide financial assurance (such as insurance, escrow of funds or third party guarantee)

in an amount and form satisfactory to Landlord. The requirements of this Section 25.24 are in addition to and not in lieu of any other

provision in this Lease. Tenant’s obligations under this Section 25.24 shall also apply to the areas where Tenant’s Off-Premises

Equipment is located.

25.25 List

of Schedules and Exhibits. All schedules, exhibits and attachments attached hereto are incorporated herein by this reference.

Schedule 1

Definitions

Exhibit A

Premises Depiction

Exhibit B

Description of the Land

Exhibit C

Building Rules and Regulations

Exhibit D

Work Letter: Landlord Performs the Base Building Work

Exhibit D-1

Delivery of Premises, Milestone Dates and Remedies

Exhibit E

Form of Confirmation of Commencement Date Letter

Exhibit F

Form of Tenant Estoppel Certificate

Exhibit G

Extension Options

Exhibit H

Contractor Insurance Requirements

Exhibit I

Form of Rentable Square Feet Calculation Notice

Exhibit J

Project Costs

Exhibit K

Form of Development Services Agreement

Exhibit L

Form of Memorandum of Lease

Exhibit M

Right of First Offer – Purchase of Premises

25.26 UBTI

and REIT Qualification. All Rent payable by Tenant to Landlord shall qualify as “rents from real property”

within the meaning of both Sections 512(b)(3) and 856(d) of the Internal Revenue Code of 1986, as amended (the “Code”)

and the U.S. Department of Treasury Regulations promulgated thereunder (the “Regulations”). In the event that

Landlord, in its sole and absolute discretion, determines that there is any risk that all or part of any Rent shall not qualify as “rents

from real property” for the purposes of Sections 512(b)(3) or 856(d) of the Code and the Regulations promulgated thereunder, Tenant

shall (a) cooperate with Landlord by entering into such amendment or amendments as Landlord deems necessary to qualify all Rents

as “rents from real property,” and (b) permit an assignment of this Lease; provided, however, that any adjustments required

pursuant to this Section 25.26 shall be made so as to produce the equivalent Rent (in economic terms) payable prior to such adjustment.

Bear Den Road

30 Blacksburg, SC

25.27 Sustainability.

25.27.1 Tenant

shall comply with all Sustainability Standards, and, upon request, shall provide information required in order for Landlord to comply

with any Sustainability Standards or obtain or maintain certifications under Sustainability Standards. Tenant shall reasonably cooperate,

at no more than de minimis cost to Tenant, with Landlord’s efforts to obtain or maintain any private certifications under

any Sustainability Standard. Tenant shall not use or operate the Premises in any manner that will cause the Building, or any part thereof,

not to conform with all Sustainability Standards. Tenant shall pay all costs, expenses, fines, penalties or damages that may be imposed

on Landlord or Tenant by reason of Tenant’s failure to comply with Sustainability Standards (or the portion of such fee, fine, or

penalty attributable to Tenant or the Premises as reasonably determined by Landlord) within 30 days after Landlord’s request therefor.

All carbon tax credits and similar credits, offsets and deductions are the sole and exclusive property of Landlord.

25.27.2 Tenant

covenants, at its sole cost and expense, to comply with all Sustainability Standards regarding the collection, sorting, separation, and

recycling of trash. Tenant shall dispose of in an environmentally sustainable manner any equipment, furnishings, or materials no longer

needed by Tenant, and shall recycle or re-use the same in accordance with Sustainability Standards.

25.27.3 All

repairs, maintenance, and work (including alterations) performed by a Tenant Party in the Premises shall be performed in accordance with

all Sustainability Standards. All construction and maintenance methods and procedures, material purchases, and disposal of waste by or

at the direction of any Tenant Party shall be in compliance with all Sustainability Standards.

25.27.4 If

the Building is subject to fees, fines, or other penalties as a result of a violation of a greenhouse gas emissions limit pursuant to

applicable Laws, Landlord may determine, in its reasonable discretion, the portion of such fee, fine, or penalty attributable to Tenant

or the Premises and Tenant shall pay such portion to Landlord within 30 days after Landlord’s request therefor.

25.28 Cross

Default. A default or event of default (beyond any applicable notice, grace and cure periods) under any other written agreement

between Landlord or Landlord’s Affiliate and Tenant relating to the Premises shall constitute an Event of Default by Tenant under

this Lease, and any Event of Default by Tenant under this Lease shall constitute a default or event of default under such other written

agreement between Landlord or Landlord’s Affiliate and Tenant relating to the Premises (without any obligation to give Tenant any

notice or opportunity to cure period thereunder).

25.29 Reserved

Rights. This Lease does not grant any rights to light or air over or about the Premises or the land and improvements below

the floor of the Premises. Tenant shall not have the right to install or operate any equipment producing radio frequencies, electrical

or electromagnetic output or other signals, noise or emissions in or from the Premises without the prior written consent of Landlord,

which may be withheld in Landlord’s sole and absolute discretion. To the extent permitted by applicable Law, Landlord reserves the

right to restrict and control the use of such equipment.

25.30 Security

Service. Tenant acknowledges and agrees that, while Landlord may (but shall not be obligated to) patrol the Building, Landlord

is not providing any access control, guard or security services with respect to the Premises or Tenant’s Off-Premises Equipment

and that Tenant shall be solely responsible for providing security for the Premises, Tenant’s Off-Premises Equipment and Tenant

Parties. Subject to compliance with Section 8 hereof, Tenant may, at Tenant’s cost and expense, install security monitors at all

of the Building’s ingress/egress points. For all purposes under this Lease, such security devices shall be deemed to be Tenant’s

equipment. TENANT AND EACH TENANT PARTY HEREBY WAIVES AND RELEASES FROM LIABILITY LANDLORD AND ITS AGENTS AND REPRESENTATIVES AND WAIVES

AND RELEASES ALL LOSSES AND CLAIMS (WHETHER UNDER THEORIES OF STRICT LIABILITY, TORT OR OTHERWISE) THAT TENANT OR SUCH OTHER TENANT PARTY

NOW OR HEREAFTER HAVE AGAINST LANDLORD AND ITS AGENTS AND REPRESENTATIVES FOR ANY LOSS ARISING OUT OF OR RELATED TO (1) LANDLORD’S

FAILURE TO PROVIDE ANY ACCESS CONTROL, GUARD OR SECURITY SERVICE IN, AT OR FOR THE BUILDING, PREMISES, OR TENANT’S OFF-PREMISES

EQUIPMENT, OR (2) TENANT’S SECURITY DEVICES. TENANT’S SOLE REMEDY AGAINST LANDLORD FOR ANY LOSS OR CLAIM RELATING TO

ANY FAILURE TO PROVIDE ACCESS CONTROL, GUARD OR SECURITY SERVICES WITH RESPECT TO THE PREMISES, THE BUILDING OR TENANT’S OFF-PREMISES

EQUIPMENT SHALL BE THE RIGHT TO ENFORCE SPECIFIC PERFORMANCE OF LANDLORD’S OBLIGATIONS (IF ANY) UNDER THIS LEASE. Tenant, at

its expense, shall be responsible for providing all door locks at the entry of the Premises and the Building and shall provide to Landlord,

at Tenant’s expense, contemporaneously with the installation of such devices, a master key, card keys, access codes or other means

to allow Landlord immediate access to all areas of the Premises. Sections 8.1 and 21 of this Lease shall govern Tenant’s installation,

maintenance and Landlord’s removal rights with respect to any such security devices or connections.

Bear Den Road

31 Blacksburg, SC

25.31 No

Construction Contract. This Lease, including all exhibits a part hereof, is not a construction contract or an agreement

collateral to or affecting a construction contract.

25.32 Time.

Time is of the essence with respect to (a) Tenant’s and Landlord’s obligations under this Lease, and (b) Tenant’s exercise

of any expansion, renewal or extension rights granted to Tenant. The expiration of the Term, whether by lapse of time, termination or

otherwise, shall not relieve either party of any obligations which accrued prior to or which may continue to accrue after the expiration

or termination of this Lease.

25.33 Digital

Rights. All Digital Rights arising from, in connection with or in any way otherwise related to the Premises and/or Building

shall be deemed the sole and exclusive property of Landlord and shall not be used in any manner by Tenant without Landlord’s express

prior written consent, which may be withheld, in its sole and absolute discretion.

26. Other

Provisions.

26.1 Parking.

So long as Tenant leases the entirety of the Building, Tenant will be entitled to the exclusive use of the parking areas, truck courts

and driveways that are part of the Premises, except to the extent necessary for Landlord’s performance of its obligations under

this Lease. All motor vehicles (including all contents thereof) shall be parked in the parking area at the sole risk of Tenant and each

other Tenant Party, it being expressly agreed and understood Landlord has no duty to insure any of said motor vehicles (including the

contents thereof), and Landlord is not responsible for the protection and security of such vehicles. Landlord shall not be responsible

for enforcing Tenant’s parking rights against third parties. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE,

LANDLORD SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY LOSS OR CLAIM WHICH MIGHT OCCUR ON THE PARKING AREA OR AS A RESULT OF OR IN CONNECTION

WITH THE PARKING SPACES. TENANT’S SOLE REMEDY AGAINST LANDLORD FOR ANY LOSS OR CLAIM WHICH MIGHT OCCUR ON THE PARKING AREA OR AS

A RESULT OF OR IN CONNECTION WITH THE PARKING SPACES SHALL BE THE RIGHT TO ENFORCE SPECIFIC PERFORMANCE OF LANDLORD’S OBLIGATIONS

(IF ANY) UNDER THIS LEASE.

26.2 Lease

Contingencies.

26.2.1 Landlord’s

Acquisition of the Land. Notwithstanding anything in this Lease to the contrary, to the extent that the Land has not been acquired

on or prior to the Lease Date, Landlord’s obligations hereunder are conditioned upon its acquiring the Land on terms and conditions

satisfactory to Landlord. The parties acknowledge that the purchase of the Land is currently anticipated to be consummated by June 3,

2026. Tenant acknowledges that Landlord’s purchasing the Land and/or incurring costs above certain thresholds are subject to Landlord’s

obtaining its investment committee’s approval.

26.2.2 Termination

Rights.

(a) Landlord’s

Termination Right. If (1) Landlord elects not to purchase the Land (including due to its investment committee’s disapproval),

or (2) this Lease has not been amended to commemorate Landlord’s closing of financing with respect to the Premises by the date that

is 90 days following the Lease Date for any reason (including Landlord’s failure to reach terms with equity and/or debt providers

that are satisfactory to Landlord in Landlord’s sole discretion, and/or Tenant’s failure to agree upon required modifications

to this Lease required by such equity and/or debt providers), Landlord shall be permitted to terminate this Lease by delivering written

notice of such termination to Tenant, in which case (A) this Lease shall terminate as of the date of such written notice, (B) Tenant

shall, within 30 days following Landlord’s written demand for all or any portion therefor (which may occur at multiple times with

respect to different cost components), pay, reimburse and indemnify Landlord for all costs, fees and expenses incurred by Landlord in

connection with the Preliminary Work, including all costs related to acquisition of the Land and Landlord’s cost of capital relating

thereto, (C) if the Land has previously been purchased by Landlord, then Landlord shall convey the Land to Tenant via special warranty

deed to Tenant, (D) if the Land has not previously been purchased by Landlord, then Landlord shall assign, and Tenant shall assume, all

obligations with respect to the purchase of the Land, including the reimbursement of any deposits (and the parties shall execute commercially

reasonable assignment and assumption documentation to memorialize same), and (E) if elected by Landlord, Landlord and Tenant shall

promptly execute the Development Services Agreement, whereupon Tenant shall be responsible for developing the Premises and fully funding

same, and Landlord shall serve as the developer with respect to same pursuant to the terms of such Development Services Agreement. Tenant

acknowledges that third parties providing any such debt and/or equity financing may require certain amendments to be made to this Lease

as a condition of providing such financing. Tenant hereby waives and releases all claims against Landlord related to Landlord’s

failure or refusal to finalize the initial debt and equity financing for the transaction contemplated by this Lease.

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32 Blacksburg, SC

(b) Tenant’s

Termination Right for Landlord’s Insolvency. If, prior to the Commencement Date, Landlord becomes Insolvent, Tenant shall

be permitted to terminate this Lease by delivering written notice of such termination to Landlord, in which case (1) this Lease shall

terminate as of the date of such written notice, (2) Tenant shall, within 30 days following Landlord’s written demand for all

or any portion therefor (which may occur at multiple times with respect to different cost components), pay, reimburse and indemnify Landlord

for all costs, fees and expenses incurred by Landlord in connection with the Preliminary Work, including all costs related to acquisition

of the Land and Landlord’s cost of capital relating thereto, (3) Landlord shall convey the Land to Tenant via special warranty

deed to Tenant, and (4) Landlord shall have no further responsibility for developing the Premises. As used in this Section 26.2.2(b),

Landlord shall be considered to be “Insolvent” if there is a filing of a petition by or against Landlord (A) in

any bankruptcy or other insolvency proceeding; (B) seeking any relief under any state or federal debtor relief law; (C) for

the appointment of a liquidator or receiver for all or substantially all of Landlord’s property or for Landlord’s interest

in the Land and this Lease; (D) for the reorganization or modification of Landlord’s capital structure; or (E) in any

assignment for the benefit of creditors proceeding; however, if such a petition is filed against Landlord, then such filing shall not

constitute Insolvency unless Landlord fails to have the proceedings initiated by such petition dismissed within 90 days after the filing

thereof.

This Section 26.2.2 shall survive the termination of this Lease.

26.3 Credits

and Incentives.

26.3.1 General

Provisions. At Tenant’s sole cost and without any expense or penalty to Landlord (either in connection with Tenant’s

initial procurement of any such incentive or the release of the Premises therefrom), Tenant may seek from the federal, state, and local

agencies and authorities (the “Authorities”) economic development incentives, including federal, state or local

grants, the creation of an enterprise zone, tax abatements, fee-in-lieu of ad valorem taxes, special source revenue credits, multi-county

parks, sales and use tax exemptions or exclusions, tax increment financing, job training grants, utility-related incentives, and/or industrial

revenue bonds in connection with Tenant’s decision to conduct business on the Premises (to the extent obtained by Tenant, the “Incentives”).

26.3.2 Cooperation.

Provided Tenant is not in default under this Lease, at Tenant’s request, Landlord will reasonably cooperate with Tenant as may

be required for Tenant to seek, obtain, maintain, or modify any applications, approvals, transfers, agreements and assignments of

Incentives (“Cooperation Efforts”). Cooperation Efforts may include execution of reasonably required

documents in connection with the Incentives, submitting certain notices or applications for Incentives, making appearances as agreed

upon with advanced notice, providing non-confidential information to Tenant regarding the Premises that is reasonably necessary in

connection with the Incentives and taking other similar commercially reasonable actions as Tenant may reasonably request. All actual

costs incurred by Landlord in connection with its Cooperation Efforts will be reimbursed by Tenant within 30 days of

Landlord’s delivery of an invoice therefor to Tenant. Landlord shall endeavor to notify Tenant in advance if Landlord

anticipates that such costs will exceed $5,000. Only with respect to any of the Incentives for which Tenant has requested

Landlord’s direct cooperation and participation, Tenant agrees to give written notice to Landlord of the receipt of written

notice from the applicable Authorities which involves the assertion of any adverse claim, or the commencement of any Action (as

hereinafter defined) against Tenant and which relates to or in any way involves such Incentives and the Improvements in the Premises

or in the Building (the “Incentives Claim”). Tenant shall control the contest or resolution of any such

Incentives Claim; provided, however, that Tenant shall consult with Landlord before taking any action or making any final decisions

with respect to such Incentives Claim and shall obtain

the prior written consent of Landlord (but only if such action is reasonably anticipated to result in non-de

minimis adverse effect on Landlord, and in such case, consent shall not be unreasonably withheld, conditioned or delayed) before entering

into any settlement of a claim or ceasing to defend such claim; provided further, however, that Landlord shall be entitled to

participate in the defense of such claim and to employ counsel of its choice for such purpose, the fees and expenses of which

separate counsel shall be borne solely by Landlord, and Tenant agrees to reasonably consider Landlord’s position with respect

to any action or decision to be made with respect to such Incentives Claim. As used herein, “Action” means

any action, litigation, suit, claim, appeal, plea, charge, complaint, demand, arbitration, mediation, hearing, proceeding (public or

private), or governmental authority investigation, audit, inquiry, assessment, or similar event or occurrence, including demand,

termination or directive letters or correspondence or notices regarding or threatening any of the above adverse actions. To the extent that this

Section 26.3.2 conflicts with Section 4.2.2, Section 4.2.2 shall control.

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33 Blacksburg, SC

26.3.3 Incentives

for Tenant’s Benefit. During the Term, all Incentives shall be solely for the benefit of Tenant and, to the extent any such

Incentives are received by Landlord as a separate payment (rather than, for example, a reduced fee or invoice), will be passed through

to Tenant by Landlord in a manner reasonably acceptable to Tenant, Landlord, and the Authorities so that, to the maximum extent possible,

Tenant is placed in the same financial position as if it received such Incentives directly. Any utility incentives or rebates related

solely to Tenant’s occupancy of the Premises will be payable to Tenant, and, if received by Landlord as a separate payment (rather

than, for example, a reduced fee or invoice), shall be applied against Operating Costs.

26.3.4 Modification

or Termination. During the Term, neither Tenant nor Landlord will modify or terminate those Incentives (for which Tenant has

expressly requested Landlord’s direct cooperation and participation) without the other party’s prior consent, and

Landlord will follow Tenant’s reasonable written instructions as to the implementation and use of the Incentives. Tenant shall

reasonably cooperate with Landlord and the applicable Authorities as may be reasonably required, at Landlord’s sole cost and

expense, to assign or otherwise transfer Tenant’s interest in any Incentives contract or agreement to Landlord as may be

requested by Landlord not more than 90 days prior to the end of the Term. Tenant shall also reasonably cooperate with Landlord and

the applicable Authorities as may be reasonably required, at Landlord’s sole cost and expense, to assign or otherwise transfer

Landlord’s interest in any Incentives contract or agreement to an Affiliate of Landlord or purchaser of Landlord’s

interest in the Premises or in the Building as may be reasonably requested by Landlord. To the extent there is a Landlord transfer

of its interest in this Lease pursuant to Section 25.1 of this Lease, then following the written request of Tenant, Landlord shall

reasonably cooperate with Tenant, at Tenant’s sole cost and expense, to assist in ensuring that such Incentives remain in

place for the benefit of Tenant following such transfer, including with respect to obtaining any required approvals from any of the

Authorities to reflect the assignment of the Incentives to the party assuming Landlord’s obligations under this Lease as a

result of such transfer.

26.3.5 Indemnity.

TENANT WILL DEFEND, INDEMNIFY AND SAVE LANDLORD AND ITS PARTNERS, DIRECTORS, OFFICERS, AGENTS, EMPLOYEES AND CONTRACTORS, HARMLESS

FROM AND AGAINST ANY AND ALL CLAIMS, OBLIGATIONS, DEMANDS, ACTIONS, PROCEEDINGS, JUDGMENTS, LOSSES, DAMAGES, LIABILITIES, FINES, PENALTIES

AND EXPENSES (INCLUDING SUMS PAID ON SETTLEMENT OF CLAIMS, REASONABLE LEGAL COSTS, AND REASONABLE CONSULTANT AND EXPERT FEES AND EXPENSES)

THAT ANY ONE OR MORE OF THEM MAY SUSTAIN IN CONNECTION WITH OR ARISING OUT OF THE INCENTIVES OR TENANT’S FAILURE TO COMPLY WITH

CONDITIONS TO, OR REQUIREMENTS OR OBLIGATIONS OF, THE INCENTIVES OR TENANT’S CLAIMS FOR INCENTIVES BENEFITS, INCLUDING ANY AND ALL

CLAW BACK PROVISIONS OR ASSESSMENTS OF TAX, PENALTIES AND/OR INTEREST RELATED TO THE INCENTIVES.

[Remainder of Page Intentionally Left Blank]

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34 Blacksburg, SC

LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED

WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSE, AND EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN

THIS LEASE (1) TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE

BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND (2) TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION,

NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED.

This Lease is executed as of the date specified

in Landlord’s signature below (the “Lease Date”).

TENANT: USA RARE EARTH, INC., a Delaware corporation

By:

/s/ Barbara Humpton

Name:

Barbara Humpton

Title:

Chief Executive Officer

LANDLORD: TC Liberty Development,

LLC, a Delaware limited liability company

By:

/s/ Benjamin Schon

Name:

Benjamin Schon

Title:

Vice President

Executed on:

June 1, 2026

Bear Den Road

35 Blacksburg, SC

Schedule 1

DEFINITIONS

“Affiliate”

means any person or entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under

common control with the party in question.

“Building’s

Structure” means the Building’s roof and roof membrane, elevator shafts, footings, foundations, structural portions

of load-bearing walls, structural floors and subfloors, structural columns and beams, and curtain walls.

“Building’s

Systems” means the base Building’s equipment, utilities and systems, including the base Building’s life-safety

and fire protection (including fire sprinkler), plumbing (including landscape sprinklers), electrical (including electrical to exterior

areas and exterior lighting) and mechanical systems; utility lines and drains and sump pumps (for clarity, Building’s Systems do

not include equipment, utilities or systems constructed by any Tenant Party).

“Cannabis”

means cannabis, cannabis derivatives, and any cannabis containing substances.

“Corporate Debt

Rating” means either a general corporate debt rating or an unsecured corporate debt rating by either S&P or Moody’s.

“Corporate Debt

Rating Requirement” means a Corporate Debt Rating of BBB or better (as determined by S&P) and Baa2 or better (as determined

by Moody’s).

“Default Rate”

means an annual rate equal to the lesser of the Prime Rate as published on the date on which any such payment was due plus seven percent,

or the maximum lawful rate of interest. Interest payable at the Default Rate shall accrue monthly on a compounding basis.

“Design Issue”

means an Improvement that would (1) be used for or associated with the use, storage or dispensing of Hazardous Materials or be located

outside the Premises, (2) adversely affect (which determination shall be made by Landlord in its commercially reasonable discretion) the

Building’s Structure, the Building’s Systems (including the Premises’ restrooms or mechanical rooms or service areas)

or Landlord’s ability to meet the service obligations in this Lease, (3) increase Landlord’s costs to perform its obligations

under this Lease or (4) affect (which determination shall be made by Landlord in its sole and absolute discretion) (a) the exterior appearance

of the Premises, (b) any central plant or generator system, (c) the quiet enjoyment of other tenants or occupants of any related complex,

(d) the means of ingress or egress to any exterior areas or non-tenant areas of the Premises (e.g., mechanical, electrical, fire pump

and telecommunications rooms), or (e) the provision of services to occupants of any related complex.

“Design-Build

Agreement” means the construction contract or design-build agreement to be entered into by and between Landlord and Design-Builder

with respect to the Premises.

“Design-Builder”

means Clark/Frampton, a Joint Venture, or another general contractor/design-builder selected by Landlord.

“Developer Spread”

[“XXX”].

“Development Services

Agreement” means that certain Development Services Agreement between Landlord and Tenant, the form of which is attached

as Exhibit K, which sets forth the terms and provisions governing Landlord’s activities as developer with respect to

the construction of the Building and other related improvements in the event Tenant acquires title to the Land pursuant to Section 26.2.2(a)

hereof. Prior to execution of the Development Services Agreement, all exhibits

and schedules thereto shall be populated and confirmed.

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36 Blacksburg, SC

“Development Services

Fees” [“XXX”].

“Digital Rights”

means the right to copy, recreate, advertise, market, distribute, display, digitize, render, morph, duplicate, scan, model, or otherwise

use or depict the Premises and/or Building in any and all forms of digital media, now known or hereafter created.

“Discount Rate”

shall equal the yield on U.S. Treasury securities having a maturity of five years as reported by The Wall Street Journal as of

the date on which Landlord notifies Tenant in writing that Landlord has elected to exercise a particular remedy.

“Environmental

Requirements” means all Laws regulating or relating to health, safety, or environmental conditions on, under, or about the

Premises or the environment including the following: the Comprehensive Environmental Response, Compensation and Liability Act; the Resource

Conservation and Recovery Act; the Clean Air Act; the Clean Water Act; the Toxic Substances Control Act and all state and local counterparts

thereto, as each may be amended from time to time throughout the Term and any common or civil law obligations including nuisance or trespass,

and any other requirements of Section 13 and Exhibit C of this Lease. For purposes of Environmental Requirements, to the extent

authorized by Law, Tenant is and shall be deemed to be the responsible party, including the “owner” and “operator”

of Tenant’s “facility” and the “owner” of all Hazardous Materials brought on the Premises by a Tenant Party

and the wastes, by-products, or residues generated, resulting, or produced therefrom.

“Excluded Operating

Costs” means the following:

(1) Corporate Overhead. General corporate overhead costs associated with the operation of the

business of the entity which constitutes Landlord (as distinguished from the costs of the operations of the ownership, management, operation,

maintenance, security, repair, replacement, renovation, restoration or operation of the Building, the Premises or any portion thereof),

including general administrative expenses, legal, risk management, corporate and partnership accounting and legal costs, and placement/recruiting

expenses for employees (whether they are assigned to the Building or not);

(2) Leasing. Costs for marketing, solicitation, negotiation and execution of leases of space

in the Building, including real estate licenses and other industry certifications, tickets to special events, leasing commissions, finder’s

fees and referral fees;

(3) Executive/Unrelated Salaries. Wages, salaries, fees, fringe benefits and other forms of

compensation paid to any executive employee of Landlord above the grade of senior building manager;

(4) Competitive Bidding/Arm’s Length Transactions. Other than property management fees,

amounts paid by Landlord to a subsidiary or affiliate of Landlord, or to another party as a result of a non-competitive selection process,

for services to the Building, or for supplies or other materials, in all cases to the extent the cost of such services, supplies, or materials

exceed the fair market value of such services, supplies or materials;

(5) Financing. Mortgage payments, debt costs or other financing charges (including interest,

amortization or other payments on loans to Landlord and depreciation), costs of defending lawsuits (other than lawsuits with respect to

the operation or management of the Building or the Premises), costs of selling, syndicating, financing, mortgaging or hypothecating Landlord’s

interest in the Premises;

(6) Violations of Law. Costs incurred to take action to comply with Laws that were in effect

and as interpreted prior to the Lease Date to the extent such action would have been required prior to the Lease Date.

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37 Blacksburg, SC

(7) Reimbursements. Costs for repairs to and replacements of any items to the extent costs are

covered by a warranty, proceeds of insurance or similar payment obligations of third parties;

(8) Taxes. (a) Taxes, (b) federal income taxes imposed on or measured by the income of Landlord

from the operation of the Premises, (c) inheritance taxes, (d) gift taxes, (e) franchise taxes, and (f) corporate or profit taxes that

may be assessed against Landlord;

(9) Fines and Penalties. Fines and penalties imposed on Landlord and incurred due to (a) Landlord’s

failure to pay bills when due, (b) Landlord’s breach of this Lease, and (c) Landlord’s violation of Law;

(10) Contributions/Dues/Subscriptions. Costs, fees, dues, contributions and similar expenses

for political, charitable, industry association and similar organizations, as well as the cost of newspaper, magazine, trade and other

subscriptions, provided that this exclusion shall not apply to the Building’s or the Premises’ annual membership dues in the

local Building Owners and Managers Association (BOMA);

(11) Art. Costs to acquire sculptures, paintings, fountains or other objects of art above standard

commercial grade;

(12) Concessionaires. Compensation and benefits paid to or provided to clerks, attendants and

other persons in commercial concessions operated by or on behalf of Landlord for a profit; however, this exclusion shall not apply to

any such costs attributable to amenities provided by Landlord;

(13) Legal Expenses. Legal expenses for services, other than those that benefit the Premises

tenants generally (e.g., negotiation of vendor contracts);

(14) Promotions. Promotional expenditures; and

(15) Special Facilities. Costs for installing, operating and maintaining any observatory, broadcasting

facility or child-care facility, in each case to the extent operated by Landlord for a profit (however, this exclusion shall not apply

to any amenities provided by Landlord or made available to Tenant).

“GAAP”

means generally accepted accounting principles consistently applied.

“Green Initiatives”

mean Laws or programs (including public or private certifications) to promote natural resource efficiency, preservation or conservation;

carbon reduction; slowing of global warming; reduction of heat islands; stormwater control; reduction of chemical use and emissions; indoor

air quality; and sorting or recycling, and proper disposal of, trash.

“Hazardous Materials”

means and includes any substance, material, waste, pollutant, or contaminant that is or could be regulated under any Environmental Requirement

or that may adversely affect human health or the environment, including any solid or hazardous waste, hazardous or toxic substance, asbestos,

and petroleum (including crude oil or any fraction thereof, natural gas and other hydrocarbons, synthetic gas, polychlorinated biphenyls

[PCBs], per- and poly-fluorinated alkyl substances, and radioactive material).

“HVAC”

means heated and refrigerated air conditioning, as appropriate.

“Improvements”

means, collectively, all alterations, additions, betterments and improvements located in the Premises (including racking, shelving, and

the installation of systems furniture or other equipment or personal property that affects or otherwise connects to the Building’s

Systems).

“including”

means including, without limitation.

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38 Blacksburg, SC

“Landlord Insured

Parties” means (1) Landlord, (2) Landlord’s asset management company, as may be changed by Landlord from time-to-time,

and their associated, affiliated, and subsidiary companies, owners, directors, officers, managing agents, and fiduciaries, as they exist,

(3) TC MidAtlantic, its successors and assigns, (4) Trammell Crow Company and all subsidiaries and affiliates, (5) CBRE, Inc., and all

subsidiaries and affiliates, (6) Landlord’s developer, and (7) Landlord’s Mortgagee (and Landlord shall have the right, from

time to time, to require any of the foregoing to be specifically listed as an additional insured upon notice to Tenant), and any other

party that Landlord may reasonably designate in writing from time to time.

“Landlord’s

Mortgagee” means any mortgagee under any Mortgage, beneficiary under any deed of trust, or lessor under any Primary Lease.

“Laws”

means (1) all federal, state and local laws (in each case whether such laws are created by statute, judgment or in equity), ordinances,

building codes and standards, rules and regulations, all court orders, governmental directives, and governmental orders and all interpretations

of the foregoing, (2) all architectural and development guidelines, restrictive covenants, declaration of covenants, recorded documents,

any applicable Primary Lease, restrictions and easements or other private agreement affecting the Premises, and (3) any requirements or

mandates of any sanitation, trash, energy, water or sewer utility (including initiatives that are voluntary but must be undertaken in

order to obtain service on reasonable terms or to otherwise operate the Premises in a commercially reasonable manner), and “Law”

means any of the foregoing.

“Lease Constant

Percentage” means the sum of .575% and the capitalization rate determined by Landlord as the rate upon which all capital

sources (inclusive of debt and equity) would be willing to finance the transaction contemplated by this Lease. For example, if the capitalization

rate is 9%, then the Lease Constant Percentage would be 9.575%.

“Lease Month”

means each calendar month during the Term (and if the Commencement Date does not occur on the first day of a calendar month, the period

from the Commencement Date to the first day of the next calendar month shall be included in the first Lease Month for purposes of determining

the duration of the Term and the monthly Basic Rent rate applicable for such partial month).

“Minor Alterations”

means Improvements totaling less than $500,000 in any single instance or series of related alterations performed within a six-month period

(provided that Tenant shall not perform any Improvements in stages as a means to subvert this provision), in each case provided that (1)

Tenant delivers to Landlord written notice thereof, a list of contractors and subcontractors to perform the work (and certificates of

insurance for each such party) and any plans and specifications therefor prior to commencing any such Improvements (for informational

purposes only so long as no consent is required by Landlord as required by this Lease), (2) the installation thereof does not require

the issuance of any building permit or other governmental approval, or involve any core drilling or installation of equipment and systems

used for or associated with the use, storage or dispensing of Hazardous Materials or the configuration or location of any exterior or

interior walls of the Building, and (3) such Improvements do not contain a Design Issue.

“Moody’s”

means Moody’s Investor Service.

“Mortgage”

means a deed of trust, mortgage, or other security instrument.

“OFAC”

means the Office of Foreign Assets Control of the Department of the Treasury.

“Operating Costs”

means all costs, expenses, disbursements, and amounts of every kind and nature (subject to the limitations set forth below) that Landlord

pays or accrues in connection with the ownership, management, operation, maintenance, security, repair, replacement, renovation, restoration

or operation of the Building, the Premises, or any portion thereof, or performing Landlord’s obligations under this Lease, in each

case, determined in accordance with sound accounting principles consistently applied, including the following costs: (1) wages and salaries

of all on-site employees at or below the grade of senior building manager engaged in the operation, maintenance or security of the Premises

(together with Landlord’s reasonable allocation of expenses of off-site employees at or below the grade of senior building manager

who perform a portion of their services in connection with the operation, maintenance or security of the Premises including accounting

personnel), including taxes, insurance and benefits relating thereto; (2) all supplies, materials and computer software licenses used

in the operation, maintenance, repair, replacement, and security of the Premises; (3) insurance expenses, including the cost of any deductibles;

(4) repairs, replacements, and general maintenance of the Premises; (5) costs includable as Operating Costs pursuant to Section 7.3; (6)

service, maintenance and management contracts and fees and other costs for the operation, maintenance, repair, replacement or security

of the Premises (including alarm service, window cleaning, janitorial, security, landscape maintenance, trash collection, sweeping and

removal of trash in exterior areas of the Premises, mowing, snow removal and landscaping, and, if applicable, elevator maintenance); (7)

utility service to exterior areas and other non-tenant areas of the Premises (e.g., canopy lighting, irrigation systems, mechanical, electrical,

fire pump and telecommunications rooms); (8) replacement reserves for capital items; and (9) service, maintenance and management contracts

and fees (payable to Landlord, Landlord’s Affiliate or a third-party management company) for the operation, maintenance, management,

repair, replacement, or security of the Premises, including alarm service, window cleaning, janitorial, security, landscape maintenance,

trash collection, sweeping and removal of trash, mowing, snow removal and landscaping, and if applicable, elevator maintenance. Additionally,

Landlord may elect to amortize items not required to be amortized under this Lease as well as defer one or more amortized costs to future

expense years.

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39 Blacksburg, SC

“Permitted Hazardous

Materials” means Hazardous Materials contained in products used by Tenant in de minimis quantities in accordance with all

Laws for cleaning and office purposes.

“Preliminary Work”

means all actions by Landlord related to this Lease prior to the termination of this Lease pursuant to Section 26.2.2, including

actions related to the acquisition of the Land (including executing an agreement to purchase the Land, commencing due diligence activities

with respect thereto, engaging designers [including architects and engineers] and entering into agreements for the design of the Premises,

engaging and entering into agreements with electrical power providers, commissioning power studies, making financial commitments to power

providers, and preparing plans, space plans and working drawings for the construction of Base Building Work) and performance of the Base

Building Work. For avoidance of doubt, the Preliminary Work shall include all deposits made and costs incurred in connection the agreement

to acquire the Land, together with a compounding 15% cost of capital related to all costs related to the acquisition of the Land.

“Primary Lease”

means a ground lease, master lease, or primary lease.

“Prime Rate”

means the “Prime Rate” as published on the date in question by The Wall Street Journal in its listing of “Money Rates”.

“Prohibited Entity”

means a person or entity (1) that is prohibited or restricted by Law from acquiring an interest in real property or from entering into

this Lease, or (2) with whom U.S. persons or entities are restricted from doing business (including those named on OFAC’s Specially

Designated Nationals and Blocked Persons List).

“Prohibited Entity

Law” means any applicable governmental action or Law that prohibits or restricts U.S. persons or entities from doing business

with Prohibited Entities, including OFAC, any similar statute or executive order (including the September 24, 2001, Executive Order Blocking

Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), and any other similar applicable

governmental action or Law.

“Prohibited Use”

means any of the following uses: any use that may reasonably result in a release of Hazardous Materials, including auto salvage/dismantling;

battery recycling, manufacturing or reclamation; chemical mixing, blending, repackaging and/or manufacturing (in material quantities);

chemical recyclers (i.e. Safety Clean, Clean Harbors); storage of lithium ion batteries; storage of drug paraphernalia (other than medicinal);

dry cleaning facilities; electroplating and metal finishing operations, use or manufacturing; lawn care; marijuana growth, processing,

storage or manufacturing; pallet manufacturers; pool supply operations; printing facilities; uses with on-site fueling; computer/electronic

recyclers; outdoor chemical storage; underground storage tanks; waste processing (recycling, sorting, storage); storage, use or manufacturing

of guns, explosives, fireworks, ammunition, or other similar hazardous items; retail uses and service of alcohol to the public; storage

of tires, spices, coffee and other uses that generate excessive odors; automobile/truck/forklift maintenance, repair or fueling (except

that the basic service and/or preventative maintenance and/or re-fueling of forklifts used at the Premises in the ordinary course of Tenant’s

business shall be permitted subject to Tenant’s full compliance with Laws, the terms of this Lease, the standards established by

the National Fire Protection Association, and best practices for the detection, minimization, and mitigation of any release of Hazardous

Materials which may occur as a result thereof, however such exception is not to be deemed as a consent to the use of any specific Hazardous

Materials or an acknowledgment that any release of Hazardous Materials is permitted or otherwise acceptable to Landlord); ceramics and

jewelry manufacturing or finishing; chemical (organic or inorganic) storage, use or manufacturing; drum recycling; electronic components

manufacturing; hazardous waste treatment, storage, or disposal; leather production, tanning or finishing; machinery and tool manufacturing;

medical equipment manufacturing and hospitals; metal shredding, recycling or reclamation; metal smelting and refining; mining; paint,

pigment and coating operations; petroleum refining; plastic and synthetic materials manufacturing (other than the heating and extrusion

of raw material plastic pellet feedstock into plastic formulations); solvent reclamation; tire and rubber manufacturing; above and/or

underground storage tanks; fertilizer storage; residential use or occupancy; auctions of any type; tetrachloroethylene manufacturing;

retail sales of any type; any use which is disreputable, creates extraordinary fire hazards, or results in an increased rate of insurance

on the Premises or its contents, the use, growing, producing, processing, storing (short- or long-term), distributing, transporting, or

selling of Cannabis or any uses related to the same, nor shall Tenant permit, allow or suffer, any Tenant Party to bring any Cannabis

onto any portion of the Premises; any use or manner that would violate any exclusive use covenant or use restriction then in effect for

the benefit of any tenant or occupant of the Premises or any related complex or violate any restrictive covenants or other covenants and

restrictions then affecting the Premises or any related complex; and space heaters in any office areas of the Premises. Except as provided

below, the following uses are expressly prohibited in the Premises: schools, governmental offices or agencies; personnel agencies; collection

agencies; credit unions; data processing, telemarketing, reservation centers or other “call centers”; medical treatment and

health care; radio, television or other communications broadcasting; and customer service offices of a public utility company. Notwithstanding

the preceding sentence, the following ancillary uses are permitted in the Premises only so long as they do not, in the aggregate, occupy

more than 10% of the rentable square feet in the Premises: (1) the following services provided by Tenant exclusively to its employees:

schools, training and other educational services; credit unions; and similar employee services; and (2) the following services directly

and exclusively supporting Tenant’s business: telemarketing; reservations; data processing; debt collection; and similar support

services.

Bear Den Road

40 Blacksburg, SC

“Qualified Broker”

means a licensed commercial real estate broker with at least ten years’ experience in leasing comparable buildings in the city or

submarket in which the Premises are located.

“reasonable wear

and tear” means such reasonable, normal and customary wear and tear associated with reasonable, normal and customary use

of the item in question that (1) does not include any damage, deterioration or other issues that would have been prevented or eliminated

by the performance by Tenant of Tenant’s maintenance, repair and replacement obligations under this Lease; (2) is solely cosmetic

in nature; and (3) does not impair the use, operation or functionality of the item in question for its intended use. Nothing in this definition

shall be interpreted to diminish Tenant’s repair, maintenance and replacement obligations under this Lease or Landlord’s right

to enforce Tenant’s maintenance, repair and replacement obligations under this Lease.

“related complex”

means any multi-building complex of which the Building is a part.

“Release”

means depositing, spilling, leaking, pumping, pouring, placing, emitting, emptying, discarding, discharging, injecting, escaping, leaching,

dumping or disposing.

“S&P”

means Standard & Poor’s Corporation.

“Sustainability

Standards” means any of the following as in effect from time to time: (1) the U.S. Environmental Protection Agency’s

Energy Star® rating system or Design to Earn Energy Star 71, the Green Building Initiative’s Green Globes™ for Continual

Improvement of Existing Buildings standards, the U.S. Green Building Council’s Leadership in Energy and Environmental Design rating

system, the Building Research Establishment Environmental Assessment Method rating system, the Institute of Real Estate Management Certified

Sustainable Property standards, the Fitwel Viral Response Module standards, the WELL Health-Safety Rating for Facility Operations and

Management rating system or any similar program or rating system; and (2) requirements, standards or programs pertaining to Green

Initiatives that are required by Law or by any energy, water or sewer utility.

“Tangible Net

Worth” means the excess of total assets over total liabilities, in each case as determined in accordance with GAAP, excluding,

however, from the determination of total assets all assets which would be classified as intangible assets under GAAP including goodwill,

licenses, patents, trademarks, trade names, copyrights, and franchises.

“Tangible Net

Worth/Credit Threshold” means (1) the proposed Permitted Transferee or the other entity being determined has a Tangible

Net Worth equal to or greater than $1,500,000,000 as evidenced by financial statements audited by a certified public accounting firm reasonably

acceptable to Landlord (and any member of the “Big Four” accounting firms shall be deemed acceptable to Landlord) (if available;

otherwise, as certified by the Chief Financial Officer of such proposed Permitted Transferee or the other entity being determined), and

(2) if the proposed Permitted Transferee or the other entity being determined has been assigned a Corporate Debt Rating, then the Corporate

Debt Rating of such proposed Permitted Transferee or the other entity being determined satisfies the Corporate Debt Rating Requirement.

Bear Den Road

41 Blacksburg, SC

“Taxes”

means taxes, assessments, charges, fees and payments whether federal, state, county or municipal, and whether they be by taxing districts

or authorities presently taxing or by others, subsequently created or otherwise, and any other taxes, assessments, charges and fees (including

energy efficiency and emissions assessments, levies, taxes, or fees, stadium or other sports complex assessments or taxes, non-governmental

assessments and charges [including assessments and charges from any applicable property owner’s association], any payments in lieu

of taxes, and all payments under any restrictive covenant, declaration of covenants, any applicable Primary Lease, restrictions and easements

or other private agreement that are not treated as part of Operating Costs) now or hereafter attributable to the Land or the Premises

(or its operation), excluding only penalties and interest thereon, federal, state and local taxes on income, inheritance taxes, estate

taxes, gift taxes, franchise taxes, or any mortgage, recording, stamp or transfer taxes payable in connection with the mortgaging, encumbering,

transfer or sale of all or part of the Premises or of any beneficial interest in Landlord or any portion thereof or interest therein.

However, if the present method of taxation changes so that in lieu of or in addition to the whole or any part of any Taxes, there is levied

on Landlord a tax directly on the rents or revenues received therefrom or a franchise tax, gross receipts tax, margin tax, sales or use

tax, assessment, or charge based, in whole or in part, upon such rents or revenues for the Premises, then all such taxes, assessments,

or charges, or the part thereof so based, shall be deemed to be included within the term “Taxes” for purposes hereof. All

carbon tax credits and similar credits, offsets and deductions are the sole and exclusive property of Landlord. Taxes shall include the

costs of consultants retained in an effort to lower taxes and all costs incurred in disputing any taxes or in seeking to lower the tax

valuation of the Premises.

“Telecommunications

Services” means telecommunications systems, including voice, video, data, Internet, and any other services provided over

wire, fiber optic, microwave, wireless, and any other transmission systems.

“Tenant Party”

means any of the following persons: Tenant; any assignees claiming by, through or under Tenant; any subtenants, licensees or other parties

claiming by, through or under Tenant; and any of their respective agents, vendors, service providers, architects and design professionals,

contractors and subcontractors, officers, employees, licensees, guests and invitees.

“Tenant’s

Off-Premises Equipment” means any equipment, signage or other property of any Tenant Party that may be located on or about

the Premises or any related complex (other than inside the Premises).

“Tenant-Triggered

Modifications” means modifications to the Premises (whether structural or non-structural and whether inside or outside of

the Building) that are required by Law or deemed reasonably necessary by Landlord for the operation, maintenance or safety of the Premises

as a result of (1) Tenant’s use or occupancy of the Premises; (2) Tenant’s Off-Premises Equipment or (3) Improvements made

by or on behalf of any Tenant Party, including any initial tenant improvement work.

“trash”

means garbage, trash, rubbish and other refuse.

“UCC”

means the Uniform Commercial Code of the state in which the Premises are located.

Bear Den Road

42 Blacksburg, SC

Exhibit A

PREMISES

DEPICTION

Bear Den Road

A-1 Blacksburg, SC

Exhibit B

DESCRIPTION

OF THE LAND

Bear Den Road

B-1 Blacksburg, SC

Exhibit C

BUILDING RULES AND REGULATIONS

Bear Den Road

C-1 Blacksburg, SC

Exhibit D

WORK LETTER

(Landlord Performs the Base Building Work)

Bear Den Road

D-1 Blacksburg, SC

Exhibit D-1

DELIVERY OF PREMISES, milestone dates and remedies

Bear Den Road

D-1-1 Blacksburg, SC

Exhibit E

CONFIRMATION OF COMMENCEMENT DATE

Bear Den Road

E-1 Blacksburg, SC

Exhibit F

FORM OF TENANT ESTOPPEL CERTIFICATE

Bear Den Road

F-1 Blacksburg, SC

Exhibit G

EXTENSION OPTIONS

Bear Den Road

G-1 Blacksburg, SC

Exhibit H

CONTRACTOR INSURANCE REQUIREMENTS

Bear Den Road

H-1 Blacksburg, SC

Exhibit I

FORM OF RENTABLE SQUARE FEET CALCULATION NOTICE

Bear Den Road

I-1 Blacksburg, SC

Exhibit J

PROJECT COSTS

Bear Den Road

J-1 Blacksburg, SC

Exhibit K

FORM OF DEVELOPMENT SERVICES AGREEMENT

Bear Den Road

K-1 Blacksburg, SC

Exhibit L

FORM OF MEMORANDUM OF LEASE

Bear Den Road

L-1 Blacksburg, SC

Exhibit M

RIGHT OF FIRST OFFER – PURCHASE OF PREMISES

Bear Den Road

M-1 Blacksburg, SC

EX-10.2 — FEE-IN-LIEU OF AD VALOREM TAXES AND INCENTIVES AGREEMENT, DATED JUNE 1, 2026, BY AND BETWEEN CHEROKEE COUNTY, SOUTH CAROLINA AND USA RARE EARTH, INC

EX-10.2

Filename: ea029312701ex10-2.htm · Sequence: 3

Exhibit 10.2

FEE-IN-LIEU OF AD VALOREM TAXES AND INCENTIVES

AGREEMENT

BY AND AMONG

CHEROKEE

COUNTY, SOUTH CAROLINA

AND

USA RARE EARTH, INC.

JUNE 1, 2026

TABLE

OF CONTENTS

Page

Article I

DEFINITIONS

Section 1.1

Terms.

Article II

REPRESENTATIONS AND WARRANTIES

Section 2.1

Representations of the County.

Section 2.2

Representations of the Company.

Section 2.3

Representations of the Sponsor Affiliates.

Article III

FILOT PAYMENTS

Section 3.1

Negotiated Payments.

Section 3.2

FILOT Payments on Replacement Property.

Section 3.3

Reductions in Payments of Taxes Upon Removal, Condemnation or Casualty.

Section 3.4

Place and Allocation of FILOT Payments.

Section 3.5

Removal of Property.

Section 3.6

Damage or Destruction of Project.

Section 3.7

Condemnation.

Section 3.8

Maintenance of Existence.

Section 3.9

Confidentiality/Limitation on Access to Project.

Section 3.10

Addition of Sponsor Affiliates.

Section 3.11

Assignment.

Section 3.12

Events of Default.

Section 3.13

Remedies on Default.

Section 3.14

Collection of FILOT Payments.

Section 3.15

Remedies Not Exclusive.

Section 3.16

Leased Equipment.

Section 3.17

Waiver of Recapitulation Requirements.

Section 3.18

Fiscal Year; Property Tax Year.

Section 3.19

Reports; Filings.

Section 3.20

Termination.

Article IV

MISCELLANEOUS

Section 4.1

Notices.

Section 4.2

Binding Effect.

Section 4.3

Counterparts; Electronic Signatures.

Section 4.4

Administration Expenses

Section 4.5

Governing Law.

Section 4.6

Headings.

Section 4.7

Amendments.

Section 4.8

Further Assurance.

Section 4.9

Severability.

Section 4.10

Limited Obligation.

Section 4.11

Limitation of Liability.

Section 4.12

Force Majeure.

Section 4.13

Venue.

EXHIBIT A: Legal Description of Property

EXHIBIT B: Form of Joinder Agreement

SUMMARY CONTENTS FEE AGREEMENT

As permitted under Section 12-44-55(B) of the Act (as further defined

below) , the Parties (as further defined below) have agreed to waive the requirements of Section 12-44-55 of the Act. The following is

a summary of the key provisions of this Fee Agreement. This summary is inserted for convenience only and does not constitute a part of

this Fee Agreement or a summary compliant with Section 12-44-55 of the Act.

Company Name:

USA Rare Earth, Inc.

Project Name:

Project Liberty

Projected Investment:

$800,000,000

Projected Jobs:

325

Location (street):

Bear Den Road

Tax Map No.: See Legal Description in Exhibit A

1. FILOT

Required Investment:

$400,000,000

Investment Period:

8 years but if Company meets at least 75% of the Projected Investment by the end of 8 years then Investment Period automatically extends to 13 years

Ordinance No./Date:

2026-04

Assessment Ratio:

Term (years):

5-Year Average Millage:

Initial millage rate of 360.5

Clawback information:

Statutory

2. MCIP

Joint County Industrial and Business Park (2026)

Partner County

Spartanburg County

3. Infrastructure Credit

N/A

FEE-IN-LIEU OF AD VALOREM TAXES AND INCENTIVES

AGREEMENT

THIS FEE-IN-LIEU OF AD VALOREM TAXES AND

INCENTIVES AGREEMENT (“Fee Agreement”) is made and entered into as of June 1, 2026, by and between Cherokee County, South

Carolina (“County”), a body politic and corporate and a political subdivision of the State of South Carolina (“State”),

acting by and through the Cherokee County Council (“County Council”) as the governing body of the County, and USA Rare Earth,

Inc. a company formerly known to the County as Project Liberty, a Delaware corporation , along with any affiliated or related entities,

and assigns, as Sponsor (collectively, “Company”) and any other entity that may join as a Sponsor Affiliate as the term is

defined in this Fee Agreement (hereinafter, the County, the Company, and any Sponsor Affiliate(s) are referred to individually as a “Party”

and, collectively, as the “Parties”).

WITNESSETH:

(a) The

County, acting by and through its County Council, is authorized and empowered (i) under and pursuant to the provisions of Title 12, Chapter

44 of the Code of Laws of South Carolina, 1976 (the “Code”), as amended (the “Act”) to enter into agreements with

qualifying companies to encourage investment in projects constituting economic development property through which the economic development

of the State will be promoted by inducing new and existing manufacturing and commercial enterprises to locate and remain in the State

and thus utilize and employ manpower and other resources of the State and to covenant with such industry to accept certain fee payments

in lieu of ad valorem taxes (“FILOT”) with respect to such investment; and (ii) to make and execute contracts pursuant

to Section 4-9-30 of the Code, as amended; and

(b) Pursuant

to Section 4-1-170, of the Code, as amended (“MCIP Act”), the County is authorized (i) to develop multi-county industrial

or business parks in partnership with counties having contiguous borders with the County, (ii) to include within the boundaries of such

parks the property of eligible companies; and

the authority provided in the MCIP Act, the County has created or will create a multi-county park with Spartanburg County, South Carolina

(“Spartanburg County”) (the “Park”) through that certain “Agreement for the Development of Joint County

Industrial and Business Park (2026 Park)”, as amended (the “Park Agreement”); and

(d) The

Company, as Sponsor, along with one or more existing, or to-be-formed or acquired subsidiaries, or affiliated or related entities and

any Sponsor Affiliate(s) (as defined in this Fee Agreement) that the Sponsor may designate and have the County approve in accordance with

the Act, contingent upon satisfaction of certain commitments made by and on behalf of the County, as set forth herein, and, to the extent

allowed by law, plans to establish one or more facilities in the County through the acquisition, lease, construction and purchase of certain

land, buildings, furnishings, fixtures, apparatuses, and equipment (the “Project”), which it expects will result in $800,000,000

in new capital investment in taxable real and taxable personal property in the County (collectively, “Investment”) and the

creation of no less than 325 new, full-time equivalent jobs; and

(e) Pursuant

to the Act, the County has determined that (i) the Project is anticipated to benefit the general public welfare of the County by providing

services, employment, recreation, or other public benefits not otherwise adequately provided locally; (ii) the Project gives rise to no

pecuniary liability of the County or incorporated municipality or a charge against its general credit or taxing power; and (iii) the purposes

to be accomplished by the Project are proper governmental and public purposes and (iv) the benefits of the Project are greater than the

costs; and

(f) Pursuant to a resolution

adopted March 2, 2026, the County Council identified the Project, as required under the Act, and pursuant to County Council Ordinance

No. 2026-04 adopted June 1, 2026, the County Council authorized (i) the execution and delivery of this Fee Agreement with the Company,

(ii) the approval of the Incentives, including the creation of the Park and ; the inclusion of the Project in the Park pursuant to the

Park Agreement; and (iii) other matters related thereto.

NOW, THEREFORE, AND IN CONSIDERATION of the respective

representations and agreements hereinafter contained, the parties hereto agree as follows, with the understanding that no obligation of

the County described herein shall create a pecuniary liability or charge upon its general credit or taxing powers, but shall be payable

solely out of the sources of payment described herein and shall not under any circumstances be deemed to constitute a general obligation

to the County:

Article

DEFINITIONS

Section 1.1 Terms.

The terms defined in this Article shall for all purposes of this Fee Agreement have the meaning herein specified, unless the context clearly

requires otherwise.

“Act” has the meaning set forth in

the recitals.

“Administration Expenses” has the meaning

set forth in Section 4.4. of this Fee Agreement.

“Code” has the meaning set forth in

the recitals.

“Commencement Date” means the

last day of the first property tax year during which Economic Development Property (defined below) is placed in service except that this

date must not be later than the last day of the property tax year that is three years from the year in which the County and the Sponsor

entered into this Fee Agreement.

“Company” has the meaning set forth

in the first paragraph of this Fee Agreement.

“County” means Cherokee County, South

Carolina, a body politic and corporate and political subdivision of the State of South Carolina, its successors and assigns, acting by

and through the Cherokee County Council as the governing body of the County.

“County Council” means the Cherokee

County Council, the governing body of the County.

“Department” and “SCDOR”

means the South Carolina Department of Revenue.

“Diminution in Value” in respect of

any Phase of the Project means any reduction in the value, based on original fair market value as determined in Step 1 of Section 3.1

of this Fee Agreement, of the items which constitute a part of the Phase which may be caused by (i) the Company’s removal of equipment

pursuant to Section 3.5 of this Fee Agreement, (ii) a casualty to the Phase of the Project, or any part thereof, described in Section

3.6 of this Fee Agreement, or (iii) a condemnation to the Phase of the Project, or any part thereof, described in Section 3.7 of this

Fee Agreement.

“Economic Development Property” means

all items of real and tangible personal property comprising the Project which qualify as economic development property under the Act,

become subject to this Fee Agreement, and which are identified by the Company and, as applicable, any Sponsor Affiliate(s) in connection

with its annual filing of a SCDOR PT-300 or comparable forms with the Department (as such filing may be amended from time to time) for

each year within the Investment Period, as that period may be extended by subsequent, formal action of County Council, or automatically

as permitted under the Act or under this Fee Agreement. Title to all Economic Development Property shall at all times remain vested in

the Company or, as applicable, in any of the Sponsor Affiliate(s), except as may be necessary to take advantage of the effect of Section

12-44-160 of the Act in the Company’s or, as applicable, any Sponsor Affiliate’s sole discretion.

“Enhanced Investment” means an investment

at a project of at least $400,000,000 or $150,000,000 and 125 new, full time jobs within the Minimum Investment Period (as defined below),

all of which is further set forth in Section 12-44-30(7) of the Act.

“Equipment” means all machinery, apparatus,

equipment, fixtures, office facilities, furnishings, and other personal property together with any and all additions, accessions, replacements

and substitutes thereto or therefor acquired by the Company or, as applicable, any Sponsor Affiliate, during the Investment Period as

a part of the Project under this Fee Agreement. The Equipment and its constituent parts together with any and all improvements or other

features constructed on, or personal property installed or placed on the Real Property by or for the Company, or, as applicable, any Sponsor

Affiliate, including without limitation, machinery, fixtures, trade fixtures, and other personal property are personal property for purposes

of applicable South Carolina law.

“Event of Default” means any Event

of Default specified in Section 3.12 of this Fee Agreement.

“Excess Value” has the meaning set

forth in Section 3.2(b) of this Fee Agreement.

“Fee Term” or “Term” means

the period from the date of execution of this Fee Agreement until the last Phase Termination Date unless sooner terminated or extended

pursuant to the terms of this Fee Agreement.

“FILOT” means fee in lieu of ad

valorem tax(es).

“FILOT Payment(s)” means the payment(s)

in lieu of ad valorem tax(es) which the Company or, as applicable, any Sponsor Affiliate, are obligated to pay to the County in

accordance with the formula set forth in Section 3.1 of this Fee Agreement.

“Improvements” means improvements,

together with any and all additions, accessions, replacements and substitutions thereto or therefor developed or acquired by or on behalf

of the Company or, as applicable, the Sponsor Affiliate, during the Investment Period as part of the Project.

“Investment Period” means the period

beginning with the first day that Economic Development Property is purchased or acquired for the Project and ending eight years after

the Commencement Date. The Investment Period shall be the Minimum Investment Period (as defined below) unless otherwise automatically

extended pursuant to the terms of this Fee Agreement or by a resolution of County Council in accordance with Section 12-44-30(13) of the

Act. In the event that the Company achieves at least seventy-five percent of the Investment by the end of the Minimum Investment Period,

the Investment Period shall be automatically extended by an additional five (5) years for a total Investment Period of thirteen (13) years.

“Minimum Investment Period” means the

period beginning with the first day that Economic Development Property is purchased or acquired for the Project and ending eight years

after the Commencement Date.

“Original Value” has the meaning set

forth in Section 3.2(a) of this Fee Agreement.

“Phase” or “Phases” in

respect to the Project means the Equipment, Improvements, Economic Development Property, and Real Property, if any, placed in service

during each year of the Investment Period.

“Phase Termination Date” means with

respect to each Phase of the Project the last day of the thirty-ninth (39th) year after each such Phase of the Project becomes

subject to the terms of this Fee Agreement. Anything contained herein to the contrary notwithstanding, the last Phase Termination Date

shall be no later than December 31 of the year of the expiration of the thirty-ninth (39th) full calendar year, after the end

of the Investment Period.

“Project” is further defined herein

to mean the Equipment, Improvements, and Real Property, together with the acquisition, construction, installation, design and engineering

thereof.

“Real Property” means the real property

upon which any part of the Project is to be constructed and expanded, as described in Exhibit A attached hereto and as supplemented from

time to time, together with all and singular the rights, members, hereditaments and appurtenances belonging or in any way incident or

appertaining thereto acquired or constructed by the Company or, as applicable, any Sponsor Affiliate; all Improvements now or hereafter

situated thereon; and all fixtures now or hereafter attached thereto, but only to the extent such Improvements and fixtures are deemed

to become part of the Project under the terms of this Fee Agreement.

“Removed Components” has the meaning

set forth in Section 3.5 of this Fee Agreement.

“Replacement Property” means any property

that is placed in service as a replacement for any item of Equipment or any Improvement that is scrapped or sold by the Company or, as

applicable, any Sponsor Affiliate and treated as a Removed Component under Section 3.5 hereof, regardless of whether such property serves

the same function as the property it is replacing and regardless of whether more than one piece of property replaces any item of Equipment

or any Improvement.

“Replacement Value” has the meaning

set forth in Section 3.2 of this Fee Agreement

“Sponsor” means the Company.

“Sponsor Affiliate” means an entity

that joins with or is an affiliate of the Company, or that otherwise has a contractual relationship with the Company in respect of the

Project, whose Investment with respect to the Project shall be considered part of the Investment and qualify for FILOT Payments pursuant

to Section 3.1 hereof and Sections 12-44-30(20) and 12-44-130 of the Act, who is approved in accordance with Section 3.10 of this Fee

Agreement, and who enters into a Joinder Agreement in a form substantially similar to that attached hereto as Exhibit B.

“Statutory Minimum Investment” shall

mean an investment of at least $2,500,000 in real or personal property subject to ad valorem taxation (in the absence of this Fee

Agreement) by the Company, or, if applicable, any Sponsor Affiliate, as defined under Section 12-44-30(14) of the Act.

Any reference to any agreement or document in this

Article I or otherwise in this Fee Agreement is deemed to include any and all amendments, supplements, addenda, and modifications to such

agreement or document.

Article

REPRESENTATIONS AND WARRANTIES

Section 2.1 Representations

of the County. The County hereby represents and warrants to the Company and any Sponsor Affiliate as follows:

(a) The

County is a body politic and corporate and a political subdivision of the State that acts through the County Council as its governing

body and by the provisions of the Act is authorized and empowered to enter into the transactions contemplated by this Fee Agreement and

to carry out its obligations hereunder. The County has duly authorized the execution and delivery of this Fee Agreement and any and all

other agreements described herein or therein.

(b) Based

solely on the information provided to the County by the Company, the Project constitutes a “project” within the meaning of

the Act.

due corporate action, the County has agreed that, subject to compliance with applicable laws, each item of real and tangible personal

property comprising the Project shall be considered Economic Development Property under the Act.

(d) Although

the parties are unaware of any Zoning applicable to the Project and the Project Site, the County agrees that it will assist the Company

and any Sponsor Affiliates with modifying any Zoning, as necessary, to ensure the Project can be operated at the Project Site in the County.

Section 2.2 Representations

of the Company. The Company hereby represents and warrants to the County as follows:

(a) The

Company is a corporate entity, authorized or to be authorized to transact business under the laws of the State of South Carolina, and

has the power to enter into this Fee Agreement.

(b) To

its actual knowledge, the Company’s execution and delivery of this Fee Agreement and its compliance with the provisions hereof do

not result in a default, not waived or cured, under any agreement or instrument to which the Company is now a party or by which it is

bound.

Company intends to operate the Project as a “project” within the meaning of the Act as in effect on the date hereof. The Company

intends to operate the Project for such purposes as permitted under the Act, as the Company may deem appropriate.

(d) The

availability of the FILOT, with regard to the Economic Development Property authorized by the Act, along with other incentives provided

by the County, have induced the Company to undertake the Project in the County.

Section 2.3 Representations

of the Sponsor Affiliate(s). With respect to any Sponsor Affiliate who joins as a party to this Fee Agreement, each such Sponsor

Affiliate hereby represents and warrants to the County as follows:

(a) The

Sponsor Affiliate is organized as set forth in the Joinder Agreement, is authorized or will be authorized to transact business under the

laws of the State of South Carolina, and has the power to enter into this Fee Agreement.

(b) To

its actual knowledge, the Sponsor Affiliate’s execution and delivery of this Fee Agreement, or as applicable, the execution and

delivery of a Joinder Agreement, and its compliance with the provisions hereof do not result in a default, not waived or cured, under

any agreement or instrument to which the Sponsor Affiliate is now a party or by which it is bound.

Article

III

FILOT PAYMENTS

Section 3.1 Negotiated Payments.

(a) Pursuant

to Section 12-44-50 of the Act, the Company and, as applicable, any Sponsor Affiliate, are required to make FILOT Payments on all Economic

Development Property comprising the Project and placed in service, with respect to each Phase of the Project, on or before each December

31 within the Investment Period.

(b) The

amount of such annual FILOT Payments shall be determined by the following procedure:

Step 1:

Determine the fair market value of the Phase of the Project placed in service in any given year for such year and for the following thirty-nine

(39) years (or, if greater, the maximum number of years for which the annual FILOT payments are available to the Company and any Sponsor

Affiliate for each Phase of the Project under the Act), using the original income tax basis for State income tax purposes for any real

property (provided, if real property is constructed for the Project or is purchased in an arms-length transaction, fair market value

is deemed to equal the original income tax basis, otherwise, the Department will determine fair market value by appraisal) and the original

income tax basis for State income tax purposes less depreciation for such year and each of the following thirty-nine (39) years (or,

if greater, the maximum number of years for which the annual FILOT Payments are available to the Company and any Sponsor Affiliate for

each Phase of the Project under the Act) for any personal property as determined in accordance with Title 12 of the Code, as amended

and in effect on December 31 of the year in which each Phase becomes subject to the Fee Agreement, except that no extraordinary obsolescence

shall be allowable but taking into account all applicable property tax exemptions that would be allowed to the Company, and, as applicable,

any Sponsor Affiliate, under State law, if the property were taxable, except those exemptions specifically disallowed under Section 12-44-50(A)(2)

of the Act, as amended, and in effect on December 31 of the year in which each Phase becomes subject to the Fee Agreement.

Step 2:

Apply an assessment ratio of 4.0% to the fair market value as determined for each year in Step 1 to establish the taxable value of each

Phase of the Project in the year it is placed in service and in each of the thirty-nine (39) years thereafter or such longer period of

years that the annual FILOT Payment is permitted to be made by the Company or, as applicable, by any Sponsor Affiliate, under the Act.

Step 3:

Multiply the taxable value determined in the preceding step by a millage rate, which is equal to

360.5 mills, which is that rate in effect on June 30, 2025, for all taxing entities for the Project (which millage rate shall be

adjusted every fifth year in accordance with Section 12-44-50(A)(1)(b)(ii) of the Act, in step with the average cumulative actual

millage rate applicable to the Project based upon the preceding five-year period), to determine the amount of the FILOT Payments

that would be due each year of the Fee Term for a total of forty (40) years for each item of eligible Project property, or such

longer period of years that the annual fee payment is permitted to be made by the Company and, as applicable, any Sponsor Affiliate,

under the Act.

County agrees to use its best efforts to ensure that the Project is incorporated and remains in the Park during the Fee Term. If, for

any reason, the Park Agreement is modified, or otherwise terminated, then the County shall ensure that the Project shall be immediately

placed into another multi-county industrial park arrangement established pursuant to the MCIP Act, to which the County is a party and

that would enable the Company and, as applicable, any Sponsor Affiliate, to receive the benefits afforded by having the Project incorporated

into a Park.

(d) In

the event that the Act, the above-described FILOT Payments are declared invalid or unenforceable, in whole or in part, for any reason,

the Parties express their intentions that such payments and this Fee Agreement be reformed so as to most closely effectuate the legal,

valid, and enforceable intent thereof and so as to afford the Company and any Sponsor Affiliate, with the benefits to be derived hereunder,

including the total value of tax benefits to the Company and any Sponsor Affiliate. If the Act is declared to be unconstitutional by a

final court decision, then included in such contemplated reformation may be to retroactively convert the FILOT Payments to a “Big

Fee Super Fee” under Title 4, Chapter 29 of the Code, or any successor or similar Code provisions that allows the same or comparable

treatment of the Project as a “Big Fee Super Fee”, with the effective date of such conversion being the same as the date of

this Fee Agreement. If the Project is deemed to be subject to ad valorem taxation, subject to any reformation that may result from

operation of this Section 3.1(d) that may impact ad valorem taxation, the ad valorem taxes to be paid to the County by the

Company and, as applicable, any Sponsor Affiliate, shall become equal to the amount that would result from taxes levied on the Project

by the County, municipality or municipalities, school district or school districts, and other political units as if the Project was and

had not been Economic Development Property under the Act. In such event, any amount of ad valorem taxes determined to be due and

owing to the County from the Company, and, as applicable, any Sponsor Affiliate, as the case may be, with respect to a year or years for

which FILOT Payments have been previously remitted by the Company and, as applicable, any Sponsor Affiliate, to the County hereunder,

shall be reduced by the total amount of FILOT payments made by the Company, and, as applicable, any Sponsor Affiliate, with respect to

the Project pursuant to the terms hereof, and further reduced by any property tax abatements or exemptions otherwise provided by South

Carolina law.

(e) In

the event that the Company, together with any Sponsor Affiliates, as applicable, fails to collectively achieve the Enhanced Investment

requirements, as defined herein, by the end of the Minimum Investment Period, then the assessment ratio (as described in 3.1(b), Step

2 above) shall (i) automatically revert prospectively from 4.0% to 6.0%, beginning with the FILOT Payment(s) due for the first year following

the property tax year to which the last year of the Minimum Investment Period applies; all in accordance with Section 12-44-100 of the

Act. For the avoidance of doubt, and notwithstanding Section 3.15, so long as a Party individually invests the Statutory Minimum Investment

within the Investment Period, then the County shall not be entitled to any additional repayment or recovery beyond what is expressly set

forth in Section 3.1(e), including any repayment or recovery constituting the difference between a 10.5% assessment ratio applicable to

manufacturing property as well as non-manufacturing personal property and the 6.0% assessment ratio applicable under this section of the

Fee Agreement for the duration of the term of the Fee Agreement. Any repayment that the County is entitled to receive as a result of the

failure by the Company and the Sponsor Affiliates to achieve the Enhanced Investment by the end of the Minimum Investment Period shall

be due within 30 days of receipt of an amended bill from the County.

(f) In

the event the Company, together with any Sponsor Affiliate(s), fails to invests the Statutory Minimum Investment within the Minimum Investment

Period, then this Agreement shall terminate and the Company and any Sponsor Affiliate(s) shall be obligated to pay the County an amount

which is equal to the excess, if any, of (i) the total amount of ad valorem taxes as would result from taxes levied on the Project

by the County, municipality or municipalities, school district or school districts, and other political units as if the items of property

comprising the Economic Development Property were not Economic Development Property, but with appropriate reductions equivalent to all

tax exemptions and abatements to which the Company and such Sponsor Affiliate(s) would be entitled in such a case, through and including

the end of the Minimum Investment Period, over (ii) the total amount of FILOT Payments the Company and such Sponsor Affiliate(s) have

made with respect to the Economic Development Property for the period through and including the end of the Minimum Investment Period.

Any amounts determined to be owing pursuant to the foregoing sentence shall be payable by the Company or Sponsor Affiliate(s), as applicable,

to the County on or before the 30th day following the filing of a SCDOR PT-300 or comparable forms with the Department (as

such filing may be amended from time to time) for the period including the last day of the Minimum Investment Period. For the avoidance

of doubt, the County agrees that Company and, as applicable, any Sponsor Affiliate(s) shall be severally liable for repayment or recovery

attributable only to the Economic Development Property claimed on its respective SCDOR PT-300 or comparable forms with the Department

(as such filing may be amended from time to time).

Section 3.2 FILOT

Payments on Replacement Property. If the Company and, as applicable, any Sponsor Affiliate elect to replace any Removed Components

and to substitute such Removed Components with Replacement Property as a part of the Project, then, pursuant and subject to Section 12-44-60

of the Act, the Company, and, as applicable, any Sponsor Affiliate shall make statutory payments in lieu of ad valorem taxes with

regard to such Replacement Property as follows:

(a) to

the extent that the income tax basis of the Replacement Property (“Replacement Value”) is less than or equal to the original

income tax basis of the Removed Components (“Original Value”) the amount of the FILOT Payments to be made by the Company and,

as applicable, the Sponsor Affiliate, with respect to such Replacement Property, shall be calculated in accordance with Section 3.1 hereof;

provided, however, in making such calculations, the original cost to be used in Step 1 of Section 3.1 shall be equal to the lesser of

(x) the Replacement Value or (y) the Original Value, and the number of annual payments to be made with respect to the Replacement Property

shall be equal to forty (40) (or, if greater, the maximum number of years for which the annual FILOT payments are available to the Company

and any Sponsor Affiliate for each Phase of the Project under the Act) minus the number of annual FILOT Payments that have been made with

respect to the oldest Removed Components disposed of in the same property tax year as the Replacement Property is placed in service; and

(b) to

the extent that the Replacement Value exceeds the Original Value of the Removed Components (“Excess Value”), the FILOT Payments

to be made by the Company and, as applicable, any Sponsor Affiliate, with respect to the Excess Value only, shall be equal to the ad

valorem tax payment that would be due if the property were not Economic Development Property.

Section 3.3 Reductions

in Payments of Taxes Upon Removal, Condemnation or Casualty. In the event of a Diminution in Value of any Phase of the Project

after the Investment Period and during the remainder of the Fee Term, the FILOT Payment with regard to that Phase of the Project shall

be reduced in the same proportion as the amount of such Diminution in Value bears to the original fair market value of that Phase of the

Project, as determined pursuant to Step 1 of Section 3.1 hereof.

Section 3.4 Place

and Allocation of FILOT Payments. The Company and, as applicable, any Sponsor Affiliate, shall make the above-described FILOT

Payments directly to the County in accordance with applicable law as to payment, collection, and enforcement of FILOT Payments. FILOT

Payments are to be allocated in accordance with the Act. The Company and, as applicable, any Sponsor Affiliate has no responsibility or

obligation with regard to allocation of FILOT Payments.

Section 3.5 Removal

of Property. The Company and, as applicable, any Sponsor Affiliate, shall be entitled to remove the following types of components

or Phases of the Project or portions thereof, including any item of Equipment or any Improvement, from the Project with the result that

said components or Phases (“Removed Components”) shall no longer be considered a part of the Project and shall no longer be

subject to the terms of this Fee Agreement: (a) components or Phases of the Project or portions thereof which the Company, or, as applicable,

any Sponsor Affiliate, in their respective sole discretion, determine to be inadequate, obsolete, uneconomic, worn-out, damaged, unsuitable,

undesirable, or unnecessary; or (b) components or Phases of the Project or portions thereof that the Company, or, as applicable, any Sponsor

Affiliate, in their respective sole discretion, elect to remove pursuant to Section 3.6(c) or Section 3.7(b)(iii) hereof.

Section 3.6 Damage

or Destruction of Project.

(a) Election

to Terminate. In the event the Project is damaged by fire, explosion, or any other casualty, the Company and, as applicable, any Sponsor

Affiliate, shall be entitled to terminate this Fee Agreement as to that entity in accordance with Section 3.21.

(b) Election

to Rebuild. In the event the Project is damaged by fire, explosion, or any other casualty, and if the Company or, as applicable, any

Sponsor Affiliate, does not elect to terminate this Fee Agreement as to that entity, the Company or, as applicable, any Sponsor Affiliate

may, in its sole discretion, commence to restore the Project with such reductions or enlargements in the scope of the Project, changes,

alterations, and modifications (including the substitution and addition of other property) as may be desired by the Company or, as applicable,

any Sponsor Affiliate. All such restorations and replacements shall be considered substitutions of the destroyed portions of the Project

and shall be considered part of the Project for all purposes hereof, including, but not limited to, any amounts due by the Company or,

as applicable, any Sponsor Affiliate, to the County under Section 3.1 hereof, to the extent allowed by the Act.

to Remove. In the event the Company and, as applicable, any Sponsor Affiliate, elects not to terminate this Fee Agreement pursuant

to subsection (a) and elects not to rebuild pursuant to subsection (b), the damaged portions of the Project shall be treated as Removed

Components.

Section 3.7 Condemnation.

(a) Complete

Taking. If, at any time during the Fee Term, title to or temporary use of the entire Project should become vested in a public or quasi-public

authority by virtue of the exercise of a taking by condemnation, inverse condemnation or the right of eminent domain, or by voluntary

transfer under threat of such taking, or in the event that title to a portion of the Project shall be taken rendering continued operation

of the Project commercially infeasible in the judgment of the Company and, as applicable, any Sponsor Affiliate, then the Company or any

Sponsor Affiliate (with respect to its respective Project property only) shall have the option to terminate this Fee Agreement in accordance

with Section 3.20.

(b) Partial

Taking. In the event of a partial taking of the Project or transfer in lieu thereof, the Company or, as applicable, any Sponsor Affiliate,

may elect (with respect to its respective interest in the Project property): (i) to terminate this Fee Agreement in accordance with Section

3.20; (ii) to repair and restore the Project, with such reductions or enlargements in the scope of the Project, changes, alterations and

modifications (including the substitution and addition of other property) as may be desired by the Company or, as applicable, any Sponsor

Affiliate; or (iii) to treat the portions of the Project so taken as Removed Components.

Section 3.8 Maintenance

of Existence. The Company and, as applicable, any Sponsor Affiliate agree that they will maintain their good standing under all

applicable provisions of State law, subject to the qualification set forth in the next sentence. In the event of any merger, reorganization,

sale of all or substantially all of the assets of the Company or any Sponsor Affiliate or any similar transaction, benefits granted to

the Company and, as applicable, any Sponsor Affiliate, under this Fee Agreement shall, in the event of any such transaction, be transferred

to the successor entity or an affiliate under the provisions of Section 3.11 hereof. Such transfers to a successor entity are specifically

approved and authorized by the County without any further action by the County Council.

Section 3.9 Confidentiality/Limitation

on Access to Project. The County acknowledges and understands that the Company and, as applicable, any Sponsor Affiliate, utilize

confidential and proprietary “state-of-the-art” information and data in their operations, and that a disclosure of any information,

including, but not limited to, disclosures of financial or other information concerning the Company’s operations and, as applicable,

any Sponsor Affiliate’ operations, could result in substantial harm to them and could thereby have a significant detrimental impact

on their employees and also upon the County. Therefore, the County agrees that, except as required by law and pursuant to the County’s

police powers, neither the County nor any employee, agent or contractor of the County: (i) will request or be entitled to receive any

such confidential or proprietary information; (ii) will request or be entitled to inspect the Project or any property associated therewith;

or (iii) will knowingly and intentionally disclose or otherwise divulge any such confidential or proprietary information to any other

person, firm, governmental body or agency, or any other entity unless specifically required to do so by State law provided that the County

will exercise commercially reasonable efforts to provide the Company and, as applicable, any Sponsor Affiliate written notice before any

such disclosure sufficient for the Company or any Sponsor Affiliate to seek a protective order or other remedy and disclose only such

information as is required. Subject in all cases to compliance with applicable law, the County agrees to abide by the terms of respective

non-disclosure agreements entered into by the County with the Company and the Sponsor Affiliate. Prior to disclosing any confidential

or proprietary information, the Company and, as applicable, any Sponsor Affiliate, may require the execution of reasonable, individual

confidentiality and non-disclosure agreements by any officers, employees or agents of the County or any supporting or cooperating governmental

agencies who would gather, receive or review such information.

Section 3.10 Addition

of Sponsor Affiliates. Upon request of and at the expense of the Company, the County Council may by adoption of a resolution approve

any future Sponsor Affiliate that qualifies under the Act for the benefits offered under this Fee Agreement and who agrees to be bound

by the provisions hereof to be further evidenced by such future Sponsor Affiliate entering into a Joinder Agreement in a form substantially

similar to that attached to this Fee Agreement as Exhibit B, subject to any reasonable changes not materially adverse to the County. The

County, in lieu of adopting a resolution, may approve any future Sponsor Affiliate by way of the County Administrator and Chair of the

County Council jointly executing and returning the Joinder Agreement, in a form substantially similar to that attached hereto as Exhibit

B to the Company and Sponsor Affiliate. The approval of any Sponsor Affiliates by the County shall not be unreasonably withheld and the

methods for approval as set forth in this Section are specifically approved and authorized by the County without any further action by

the County Council.

Section 3.11 Assignment.

The Sponsor or, as applicable, any Sponsor Affiliate (subject to any third party agreements that restrict the Sponsor or Sponsor Affiliate’s

assignment or transfer rights), may assign this Fee Agreement, in whole or in part, or all or substantially all of the Economic Development

Property to which this Fee Agreement relates, in whole or in part, in accordance with Section 12-44-120(D), which expressly provides that

a Sponsor may transfer this Fee Agreement, or substantially all of the Economic Development Property to which this Fee Agreement relates,

to a Sponsor Affiliate without the requirement of County or County Council approval. At the written request of the Sponsor or any Sponsor

Affiliate to the County, the County Administrator is specifically approved, authorized and instructed by County Council to provide consent

on behalf of the County to such assignment in accordance with Section 120-44-120(D)(i), such consent or ratification not to be unreasonably

withheld, conditioned or delayed; provided, however, that the County hereby expressly consents in advance to any such transfer or assignment

of this Fee Agreement, in whole or in part, by the Sponsor or any Sponsor Affiliate, or all or substantially all of the Economic Development

Property to which this Fee Agreement relates, in whole or in part, to any entity, now existing or to be formed in the future, that controls,

is controlled by, or is under common control with, the Sponsor or Sponsor Affiliate. Further, the County hereby expressly consents in

advance to any such transfer or assignment of this Fee Agreement, in whole or in part, by the Sponsor Affiliate, or all or substantially

all of the Economic Development Property to which this Fee Agreement relates, in whole or in part, to a purchaser of Sponsor Affiliate’s

interest in all or a portion of the Economic Development Property subject to this Fee Agreement. The Sponsor, or any Sponsor Affiliate,

agrees to notify the County and the Department of the identity of the proposed transferee within 60 days of the transfer. In case of a

transfer, the transferee assumes the transferor’s basis in the Economic Development Property for purposes of calculating the FILOT

Payments.

Section 3.12 Events

of Default. The following are “Events of Default” under this Fee Agreement, and the term “Events of Default”

means, whenever used with reference to this Fee Agreement, any one or more of the following occurrences:

(a) Failure

by the Company or, as applicable, any Sponsor Affiliate, to make, upon levy, the FILOT Payments described in Section 3.1 hereof of which

default has not been cured within thirty (30) days of written notice of nonpayment from the County; provided, however, the invoice related

to such FILOT Payment shall constitute sufficient notice under this Section 3.12; provided, however, that the Company or, as applicable,

the Sponsor Affiliate, shall have all redemption rights for non-payment of taxes granted by applicable statutes;

(b) Failure

of the Company or, as applicable, any Sponsor Affiliate, to make payment of any other amounts payable to the County under the Fee Agreement,

of which default has not been cured within thirty (30) days of written notice of nonpayment from the County;

by any Party to perform any of the other material terms, conditions, obligations or covenants of such Party hereunder, provided that the

breaching Party is given written notice of its breach and fails to cure within thirty (30) days of the notice.

In the Event of Default by either the Sponsor or a Sponsor Affiliate

party shall not be deemed to be an Event of Default under this Section 3.12 by any other non-breaching Party to this Fee Agreement. Each

Event of Default shall run solely to the Party that has committed the Event of Default hereunder.

Section 3.13 Remedies

on Default. Whenever any Event of Default shall have occurred and shall be continuing, the non-breaching Party, after the notice

(if any) and cure periods (if any) set forth in Section 3.12, shall have the option to take any one or more of the following actions:

(a) Terminate

the Fee Agreement as to the Party in default only; or

(b) Take

whatever action at law or in equity that may appear necessary or desirable to enforce, in any respect, this Fee Agreement.

delay or omission to exercise the aforementioned remedies accruing upon any continuing default hereunder shall impair any such right or

power or shall be construed to be a waiver thereof.

(d) With

respect to the failure to achieve any of the investment or job requirements hereunder, the exclusive remedy under this Fee Agreement for

the County is further set forth in Sections 3.1(e) and 3.1(f).

Section 3.14 Collection

of FILOT Payments. In addition to all other remedies herein provided, the nonpayment of FILOT Payments by the Company or, as applicable,

any Sponsor Affiliate, as well as any payments required under Section 3.1 hereof, shall constitute a lien on the Project for tax purposes

as provided in Section 12-44-90 of the Act. In this regard, and notwithstanding anything in this Fee Agreement to the contrary, the County

may exercise any and all remedies by general law (including, for example, Title 12, Chapter 49, of the Code) relating to the collection

of ad valorem taxes to collect any FILOT Payments due hereunder.

Section 3.15 Remedies

Not Exclusive. Except as expressly set forth in Section 3.13(d) of this Agreement, no remedy conferred upon or reserved to the

County under this Fee Agreement is intended to be exclusive of any other available remedy or remedies, but each and every remedy shall

be cumulative and shall be in addition to every other lawful remedy now or hereafter existing. No delay or omission to exercise any right

or power accruing upon any continuing default hereunder shall impair any such right or power or shall be construed to be a waiver thereof,

but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the County

to exercise any remedy reserved to it, it shall not be necessary to give notice, other than such notice as may be herein expressly required

and such notice required at law or equity that the Company cannot waive by law.

Section 3.16 Leased

Equipment. To the extent that applicable law allows or is revised or construed to allow the benefits of the Act, in the form of

FILOT Payments as described in Section 3.1 hereof, to be applicable to personal property to be installed at the Project and leased to

but not purchased by the Company or, as applicable, any Sponsor Affiliate, from at least one third party, under any form of lease, then

that personal property, at the Company’s or Sponsor Affiliates’ sole election, will become subject to FILOT Payments to the

same extent as the Equipment under this Fee Agreement, upon proper application of the law and applicable procedures by the Company, and,

as applicable, any Sponsor Affiliate, and so long as the value of such leased assets are reported by the Company or any Sponsor Affiliate,

as applicable, on their respective SCDOR PT-300.

Section 3.17 Waiver

of Recapitulation Requirements. As permitted under Section 12-44-55 of the Act, the Company, any Sponsor Affiliate, as applicable,

and County hereby waive application of any of the recapitulation requirements as set forth in Section 12-44-55, to the extent that, and

so long as, the Company or any Sponsor Affiliate provides the County with copies of all filings which the Company or any Sponsor Affiliate

is required to make pursuant to the Act.

Section 3.18 Fiscal

Year; Property Tax Year. If the Company’s and, as applicable, any Sponsor Affiliate’s, fiscal year changes so as to

cause a change in the Company’s or Sponsor Affiliates’ property tax year, then the timing of the requirements of this Fee

Agreement are automatically revised accordingly to reflect such adjusted period.

Section 3.19 Reports;

Filings. Each year during the term of this Fee Agreement, the Company shall deliver to the Cherokee County Auditor a copy of their

most recent annual property tax returns filed with the Department with respect to the applicable portions of the Project. The Company

shall file a copy of this Fee Agreement, as well as a copy of the completed forms PT-443 of the Department, with the Cherokee County and

Spartanburg County Auditor, the Cherokee County and Spartanburg County Assessor and the Department within thirty (30) days after the date

of execution and delivery hereof. The Company shall also provide a copy of the executed Fee Agreement and PT-443 to the County Administrator

and the County’s Economic Development Director.

Section 3.20 Termination.

Prior to the stated expiration of the Term of this Fee Agreement, the Company and, if applicable, any Sponsor Affiliate (subject to any

third party agreements or Joinder Agreement with the Company that may restrict the Company or Sponsor Affiliate’s termination right)

may, at any time by written notice to the County signed by the Company, provide for the termination of this Fee Agreement, in whole but

not in part, effective immediately upon giving such notice or upon such date as may be specified in the notice. Upon any such termination,

the Parties to this Agreement will have no further obligations under this Agreement, provided that the Company’s or, as applicable,

any Sponsor Affiliate’s obligation to make payments to the County of all payments that have become due and payable under this Fee

Agreement will survive such termination, with the sole consequence to the Company or Sponsor Affiliate, as applicable, being that it shall

no longer be entitled to the benefit of the FILOT Payments provided herein and the property constituting the Project shall thereafter

be subject to ad valorem tax treatment required by law and, except as may be expressly provided herein, in no event shall the Company

or Sponsor Affiliate be required to repay to the County the amount of any tax benefit previously received hereunder.

Article

MISCELLANEOUS

Section 4.1 Notices.

All notices for this Agreement will be given in writing, will refer to this Agreement and will be personally delivered or sent by receipted

facsimile transmission or registered or certified mail (return receipt requested) to the address set forth below the parties’ signatures

at the end this Agreement. Any party may from time to time change its notice address by giving the other party notice of the change in

accordance with this Section 4.1.:

AS TO THE COUNTY:

Cherokee County, South Carolina

ATTN: County Administrator

110 Railroad Ave.

Gaffney, SC 29340

Telephone: (864) 487-2560

Facsimile: (864) 487-2594

Email: marvin.bishop@cherokeecountysc.com

WITH A COPY TO:

Kozlarek Root Law LLC

(shall not constitute notice)

ATTN: Michael Kozlarek

Post Office Box 565

Greenville, SC 29602-0565

Telephone: (864) 527-5941

Email: michael@kozlarekroot.com

AS TO THE COMPANY:

USA Rare Earth, Inc.

Attn: David Kronenfeld

100 West Airport Road

Stillwater, OK 74075

Telephone: (813) 867-6155

Email: david.kronenfeld@usare.com

WITH A COPY TO:

Parker Poe Adams & Bernstein LLP

(shall not constitute notice)

ATTN: Sam Moses, Esquire

1221 Main Street, Suite 1100

Columbia, SC 29201

Telephone: (803) 255-8000

Facsimile: (803) 255-8017

Email: sammoses@parkerpoe.com

Section 4.2 Binding

Effect. This Fee Agreement is binding, in accordance with its terms, upon and inure to the benefit of the Company, any Sponsor

Affiliate and the County, and their respective successors and assigns, to the extent allowed by law. In the event of the dissolution of

the County or the consolidation of any part of the County with any other political subdivision or the transfer of any rights of the County

to any other such political subdivision, all of the covenants, stipulations, promises and agreements of this Fee Agreement shall bind

and inure to the benefit of the successors of the County from time to time and any entity, officer, board, commission, agency or instrumentality

to whom or to which any power or duty of the County has been transferred.

Section 4.3 Counterparts;

Electronic Signatures. This Agreement may be executed in any number of counterparts and each such executed counterpart shall be,

and shall be deemed to be, an original, but all of which shall constitute, and shall be deemed to constitute, in the aggregate but one

and the same instrument. This Agreement may be circulated for signature through electronic transmission, including, without limitation,

facsimile and email, and all signatures so obtained and transmitted shall be deemed for all purposes under this Agreement to be original

signatures and may conclusively be relied upon by any Party to this Agreement.

Section 4.4 Administration

Expenses. The Company agrees to pay the reasonable and necessary fees and costs of its outside attorneys and other outside consultants

incurred by the County with respect to this Agreement (“Administration Expenses”), provided, however, that no such Administration

Expense shall be reimbursable to the County until the County has furnished to the Company a statement in writing indicating the amount

of such Administration Expense and the reason it has been or will be incurred. The Company agrees to reimburse the Administration Expenses

to the County when and as they shall become due, but in no event later than the date which is the earlier of any payment date expressly

provided for in this Fee Agreement or the date which is thirty (30) days after receiving written notice from the County, accompanied by

such supporting documentation as may be necessary to evidence the County’s right to receive such payment, specifying the nature

of such expense and requesting payment of same. Notwithstanding the previous, the Administration Expenses as it relates to the drafting

and negotiation of this Fee Agreement and the ancillary documentation, specifically any resolutions, ordinances and other agreements related

to this Project or this Fee Agreement shall not exceed $7,500 and may be provided for by fixed fee or other arrangement and invoiced with

such general description as the attorney performing such work deems appropriate.

Section 4.5 Governing

Law. This Fee Agreement and all documents executed in connection herewith shall be construed in accordance with and governed by

the laws of the State.

Section 4.6 Headings.

The headings of the articles and sections of this Fee Agreement are inserted for convenience only and shall not be deemed to constitute

a part of this Fee Agreement.

Section 4.7 Amendments.

The provisions of this Fee Agreement may only be modified or amended in writing by an agreement or agreements lawfully entered into between

the Parties.

Section 4.8 Further

Assurance. From time to time, and at the Company’s and Sponsor Affiliates’ expense, the County agrees to execute and

deliver to the Company and Sponsor Affiliates such additional instruments as either may reasonably request to effectuate the purposes

of this Fee Agreement.

Section 4.9 Severability.

If any provision of this Fee Agreement is declared illegal, invalid or unenforceable for any reason, the remaining provisions hereof shall

be unimpaired, and such illegal, invalid or unenforceable provision shall be reformed so as to most closely effectuate the legal, valid

and enforceable intent thereof and so as to afford the Company, and, as applicable, any Sponsor Affiliate, with the maximum benefits to

be derived herefrom, it being the intention of the County to offer the Company and, as applicable, any Sponsor Affiliate, the strong inducement

to locate the Project in the County.

Section 4.10 Limited

Obligation. NEITHER THE PROJECT NOR THE NEGOTIATION, EXECUTION, DELIVERY OR IMPLEMENTATION OF THIS FEE AGREEMENT SHALL GIVE RISE

TO ANY PECUNIARY LIABILITY OF THE COUNTY OR ANY INCORPORATED MUNICIPALITY NOR TO ANY CHARGE AGAINST THEIR GENERAL CREDIT OR TAXING POWER.

Section 4.11 Limitation

of Liability. In no event will either Party be liable for any loss of data, loss of profits, cost of cover or other special, incidental,

consequential, indirect, punitive, exemplary or reliance damages arising from or in relation to this agreement, however caused and regardless

of theory of liability.

Section 4.12 Force

Majeure. The Company and, as applicable, a Sponsor Affiliate shall not be responsible for any delays or non-performance caused

in whole or in part, directly or indirectly, by any act of God; act of a public enemy; war; riot; sabotage; blockage; embargo; failure

or inability to secure materials, supplies, or labor through ordinary sources; labor strike, lockout, or other labor or industrial disturbance

(whether or not on the part of agents or employees of the Company or, as applicable, a Sponsor Affiliate); civil disturbance; terrorist

act; power outage; fire; flood; windstorm; hurricane; earthquake; landslides; lightning; tornadoes; storms; washouts; droughts; or other

casualty; insurrection; epidemic; pandemic; arrests; restraint of government and people; quarantine; explosions; insufficient or unavailable

utilities; breakage or accident to machinery, transmission pipes, or canals; partial or entire failure of utilities; any change in law,

order, regulation, or other action of any governing authority; and any other cause, similar or dissimilar, beyond the Company’s,

or, as applicable, the Sponsor Affiliate’s, reasonable control.

Section 4.13 Venue.

The Parties agree to personal jurisdiction and venue in the federal and state courts of South Carolina for any dispute arising out of

this Fee Agreement. With respect to any proceeding or action arising out of or in any way related to this Fee Agreement (whether in contract,

tort, equity or otherwise) the Parties knowingly, intentionally, and irrevocably waive their right to trial by jury.

[signatures on following pages]

IN WITNESS WHEREOF, the County, acting by and through

the County Council, has caused this Fee Agreement to be executed in its name and on its behalf by the Chair of County Council and to be

attested by the Clerk to County Council; and the Company has caused this Fee Agreement to be executed by its duly authorized officer(s),

all as of the day and year first above written.

CHEROKEE COUNTY, SOUTH CAROLINA

/s/ Timothy F. Spencer

Timothy F. Spencer., Chairman

Cherokee County Council

(SEAL)

ATTEST:

/s/ Doris L. Pearson

Doris Pearson, Master Clerk to Council

Cherokee County, South Carolina

Ordinance No. 2026-04

IN WITNESS WHEREOF, the County, acting by and through

the County Council, has caused this Fee Agreement to be executed in its name and on its behalf by the Chair of County Council and to be

attested by the Clerk to County Council; and the Company has caused this Fee Agreement to be executed by its duly authorized officer(s),

all as of the day and year first above written.

COMPANY:

USA Rare Earth, Inc.

/s/ William Robert Steele Jr.

By:

William Robert Steele Jr.

Its:

Chief Financial Officer

EXHIBIT A

DESCRIPTION OF PROPERTY

LOT 8

METES AND BOUNDS DESCRIPTION

THAT CERTAIN 123.754 AC. TRACT OF LAND LOCATED IN THE TOWN OF BLACKSBURG,

CHEROKEE COUNTY, SOUTH CAROLINA, AND BETTER DESCRIBED AS FOLLOWS:

COMMENCING AT A NATIONAL GEODETIC SURVEY MONUMENT, DESIGNATED “CODY”,

PID: DN5491, AND LOCATED WITH SC STATE PLANE COORDINATES N:1195640.86 AND E:1838554.00;

THENCE N 11°14’50” E A DISTANCE OF 4892.90’ TO A 1/2”

REBAR FOUND, WHICH IS THE POINT OF BEGINNING;

THENCE S 39°18’53” E A DISTANCE OF 144.02’ TO A 1/2”

REBAR FOUND;

THENCE N 37°12’43” E A DISTANCE OF 36.37’ TO A CALCULATED

POINT;

THENCE N 59°55’23” E A DISTANCE OF 22.57’ TO A 5/8” REBAR

FOUND;

THENCE S 22°44’02” W A DISTANCE OF 339.66’ TO A CALCULATED

POINT;

THENCE S 51°07’55” E A DISTANCE OF 96.25’ TO A CALCULATED

POINT;

THENCE S 09°00’14” E A DISTANCE OF 49.11’ TO A CALCULATED

POINT;

THENCE S 25°49’58” E A DISTANCE OF 206.34’ TO A CALCULATED

POINT;

THENCE S 54°41’20” E A DISTANCE OF 216.76’ TO A CALCULATED

POINT;

THENCE S 40°36’05” E A DISTANCE OF 190.25’ TO A CALCULATED

POINT;

THENCE S 46°32’53” E A DISTANCE OF 57.87’ TO A CALCULATED

POINT;

THENCE S 57°42’33” W A DISTANCE OF 27.16’ TO A CALCULATED

POINT;

THENCE S 05°29’32” W A DISTANCE OF 31.54’ TO A CALCULATED

POINT;

THENCE S 80°40’35” W A DISTANCE OF 81.99’ TO A CALCULATED

POINT;

THENCE S 17°02’16” E A DISTANCE OF 39.15’ TO A CALCULATED

POINT;

THENCE S 20°44’07” W A DISTANCE OF 90.38’ TO A CALCULATED

POINT;

THENCE S 16°23’22” E A DISTANCE OF 42.79’ TO A CALCULATED

POINT;

THENCE S 37°53’19” W A DISTANCE OF 27.59’ TO A CALCULATED

POINT;

THENCE S 02°16’32” E A DISTANCE OF 142.56’ TO A CALCULATED

POINT;

THENCE S 38°45’29” E A DISTANCE OF 85.89’ TO A CALCULATED

POINT;

THENCE S 02°57’39” W A DISTANCE OF 54.79’ TO A CALCULATED

POINT;

THENCE S 34°41’43” E A DISTANCE OF 74.58’ TO A CALCULATED

POINT;

A-1

THENCE S 10°10’32” W A DISTANCE OF 37.38’ TO A CALCULATED

POINT;

THENCE S 61°41’57” E A DISTANCE OF 25.92’ TO A CALCULATED

POINT;

THENCE S 22°04’30” W A DISTANCE OF 859.74’ TO A CALCULATED

POINT;

THENCE WITH A CURVE TURNING TO THE RIGHT WITH AN ARC LENGTH OF 1163.19’,

WITH A RADIUS OF 974.90’, WITH A CHORD BEARING OF S 58°28’08” W, WITH A CHORD LENGTH OF 1095.41’, TO A CALCULATED POINT;

THENCE S 89°59’31” W A DISTANCE OF 388.67’ TO A CALCULATED

POINT;

THENCE N 89°59’27” W A DISTANCE OF 3.42’ TO A CALCULATED POINT;

THENCE N 15°56’46” E A DISTANCE OF 23.75’ TO A CALCULATED

POINT;

THENCE N 60°56’43” W A DISTANCE OF 23.71’ TO A CALCULATED

POINT;

THENCE N 81°07’10” W A DISTANCE OF 74.59’ TO A CALCULATED

POINT;

THENCE N 58°52’18” W A DISTANCE OF 117.99’ TO A CALCULATED

POINT;

THENCE N 58°49’16” W A DISTANCE OF 53.58’ TO A CALCULATED

POINT;

THENCE N 37°12’29” W A DISTANCE OF 40.94’ TO A CALCULATED

POINT;

THENCE N 12°47’04” W A DISTANCE OF 111.86’ TO A CALCULATED

POINT;

THENCE N 56°55’27” E A DISTANCE OF 90.54’ TO A CALCULATED

POINT;

THENCE N 51°14’12” W A DISTANCE OF 35.59’ TO A CALCULATED

POINT;

THENCE N 14°02’10” W A DISTANCE OF 31.12’ TO A CALCULATED

POINT;

THENCE N 31°04’00” E A DISTANCE OF 79.34’ TO A CALCULATED

POINT;

THENCE N 62°12’46” E A DISTANCE OF 96.36’ TO A CALCULATED

POINT;

THENCE N 86°41’42” W A DISTANCE OF 37.62’ TO A CALCULATED

POINT;

THENCE N 17°39’00” W A DISTANCE OF 27.88’ TO A CALCULATED

POINT;

THENCE N 22°16’36” E A DISTANCE OF 89.82’ TO A CALCULATED

POINT;

THENCE N 39°40’44” E A DISTANCE OF 34.04’ TO A CALCULATED

POINT;

A-2

THENCE N 39°40’44” E A DISTANCE OF 44.13’ TO A CALCULATED

POINT;

THENCE N 03°26’01” E A DISTANCE OF 47.25’ TO A CALCULATED

POINT;

THENCE N 58°51’40” W A DISTANCE OF 26.45’ TO A CALCULATED

POINT;

THENCE N 00°06’19” E A DISTANCE OF 88.74’ TO A CALCULATED

POINT;

THENCE N 73°33’57” E A DISTANCE OF 56.00’ TO A CALCULATED

POINT;

THENCE N 06°34’07” W A DISTANCE OF 79.03’ TO A CALCULATED

POINT;

THENCE N 07°41’02” E A DISTANCE OF 52.75’ TO A CALCULATED

POINT;

THENCE N 76°51’58” W A DISTANCE OF 29.06’ TO A CALCULATED

POINT;

THENCE N 00°00’00” W A DISTANCE OF 18.87’ TO A CALCULATED

POINT;

THENCE N 16°06’48” E A DISTANCE OF 88.37’ TO A CALCULATED

POINT;

THENCE N 43°10’21” W A DISTANCE OF 97.89’ TO A CALCULATED

POINT;

THENCE N 19°51’19” W A DISTANCE OF 46.22’ TO A CALCULATED

POINT;

THENCE N 70°18’29” W A DISTANCE OF 60.92’ TO A CALCULATED

POINT;

THENCE N 09°46’57” W A DISTANCE OF 17.77’ TO A CALCULATED

POINT;

THENCE N 20°28’49” E A DISTANCE OF 26.75’ TO A CALCULATED

POINT;

THENCE N 11°39’59” W A DISTANCE OF 76.14’ TO A CALCULATED

POINT;

THENCE N 34°11’30” W A DISTANCE OF 27.44’ TO A CALCULATED

POINT;

THENCE N 05°19’57” E A DISTANCE OF 27.93’ TO A CALCULATED

POINT;

THENCE N 85°22’08” E A DISTANCE OF 47.39’ TO A CALCULATED

POINT;

THENCE N 15°23’18” E A DISTANCE OF 34.13’ TO A CALCULATED

POINT;

THENCE N 31°27’25” E A DISTANCE OF 30.08’ TO A CALCULATED

POINT;

THENCE N 26°33’54” W A DISTANCE OF 20.25’ TO A CALCULATED

POINT;

THENCE N 00°55’55” E A DISTANCE OF 25.24’ TO A CALCULATED

POINT;

THENCE N 55°53’08” W A DISTANCE OF 28.94’ TO A CALCULATED

POINT;

THENCE S 48°21’59” W A DISTANCE OF 23.26’ TO A CALCULATED

POINT;

THENCE N 74°44’42” W A DISTANCE OF 8.81’ TO A CALCULATED POINT;

THENCE N 00°00’00” W A DISTANCE OF 10.82’ TO A CALCULATED

POINT;

A-3

THENCE N 10°44’20” W A DISTANCE OF 22.81’ TO A CALCULATED

POINT;

THENCE N 19°12’10” E A DISTANCE OF 56.22’ TO A CALCULATED

POINT;

THENCE N 76°50’33” W A DISTANCE OF 49.19’ TO A CALCULATED

POINT;

THENCE N 04°17’22” W A DISTANCE OF 67.91’ TO A CALCULATED

POINT;

THENCE S 77°02’30” W A DISTANCE OF 57.13’ TO A CALCULATED

POINT;

THENCE N 04°17’21” E A DISTANCE OF 14.23’ TO A CALCULATED

POINT;

THENCE S 82°24’19” W A DISTANCE OF 24.30’ TO A CALCULATED

POINT;

THENCE N 04°52’01” W A DISTANCE OF 47.32’ TO A CALCULATED

POINT;

THENCE N 51°20’25” W A DISTANCE OF 19.74’ TO A CALCULATED

POINT;

THENCE N 84°33’35” W A DISTANCE OF 32.52’ TO A CALCULATED

POINT;

THENCE N 26°07’21” W A DISTANCE OF 59.52’ TO A CALCULATED

POINT;

THENCE N 00°42’58” W A DISTANCE OF 41.11’ TO A CALCULATED

POINT;

THENCE N 26°33’54” E A DISTANCE OF 19.53’ TO A CALCULATED

POINT;

THENCE N 47°40’32” W A DISTANCE OF 38.92’ TO A CALCULATED

POINT;

THENCE N 05°00’47” E A DISTANCE OF 29.40’ TO A CALCULATED

POINT;

THENCE N 45°00’00” W A DISTANCE OF 33.43’ TO A CALCULATED

POINT;

THENCE N 11°53’19” E A DISTANCE OF 29.93’ TO A CALCULATED

POINT;

THENCE N 39°38’39” W A DISTANCE OF 23.36’ TO A CALCULATED

POINT;

THENCE S 83°26’35” W A DISTANCE OF 45.00’ TO A CALCULATED

POINT;

THENCE S 65°25’58” W A DISTANCE OF 19.78’ TO A CALCULATED

POINT;

THENCE N 10°11’03” W A DISTANCE OF 43.59’ TO A CALCULATED

POINT;

THENCE N 38°32’37” W A DISTANCE OF 79.17’ TO A CALCULATED

POINT;

THENCE N 72°18’33” W A DISTANCE OF 31.28’ TO A CALCULATED

POINT;

THENCE N 77°11’45” W A DISTANCE OF 40.58’ TO A CALCULATED

POINT;

THENCE N 46°31’15” W A DISTANCE OF 41.07’ TO A CALCULATED

POINT;

THENCE S 50°31’39” W A DISTANCE OF 22.63’ TO A CALCULATED

POINT;

A-4

THENCE N 48°48’51” W A DISTANCE OF 10.92’ TO A CALCULATED

POINT;

THENCE N 79°03’51” W A DISTANCE OF 38.40’ TO A CALCULATED

POINT;

THENCE S 89°49’59” W A DISTANCE OF 36.10’ TO A CALCULATED

POINT;

THENCE N 71°26’46” W A DISTANCE OF 32.08’ TO A CALCULATED

POINT;

THENCE N 19°41’38” W A DISTANCE OF 47.57’ TO A CALCULATED

POINT;

THENCE N 01°49’06” W A DISTANCE OF 32.39’ TO A CALCULATED

POINT;

THENCE N 51°29’17” W A DISTANCE OF 46.63’ TO A CALCULATED

POINT;

THENCE N 81°56’12” W A DISTANCE OF 31.14’ TO A CALCULATED

POINT;

THENCE N 28°40’13” W A DISTANCE OF 79.74’ TO A CALCULATED

POINT;

THENCE N 42°54’59” E A DISTANCE OF 191.76’ TO A CALCULATED

POINT;

THENCE N 61°05’01” W A DISTANCE OF 316.41’ TO A CALCULATED

POINT;

THENCE N 39°12’44” W A DISTANCE OF 67.44’ TO A CALCULATED

POINT;

THENCE N 73°04’42” E A DISTANCE OF 490.15’ TO A CALCULATED

POINT;

THENCE N 73°22’59” E A DISTANCE OF 121.76’ TO A CALCULATED

POINT;

THENCE N 73°24’13” E A DISTANCE OF 946.27’ TO A CALCULATED

POINT;

THENCE N 73°51’04” E A DISTANCE OF 967.23’ TO A CALCULATED

POINT;

THENCE S 55°09’31” E A DISTANCE OF 52.10’ TO A CALCULATED

POINT;

THENCE S 16°17’20” E A DISTANCE OF 31.67’ TO A CALCULATED

POINT;

THENCE S 22°44’22” W A DISTANCE OF 146.02’ TO A CALCULATED

POINT;

THENCE N 67°13’17” W A DISTANCE OF 85.07’ TO A 1/2” REBAR

FOUND;

THENCE S 22°43’45” W A DISTANCE OF 215.42’ TO A 1/2”

REBAR FOUND;

WHICH IS THE POINT OF BEGINNING.

A-5

LOT 9

THAT CERTAIN 9.013 AC. TRACT OF LAND LOCATED IN THE TOWN OF BLACKSBURG,

CHEROKEE COUNTY, SOUTH CAROLINA, AND BETTER DESCRIBED AS FOLLOWS:

COMMENCING AT A NATIONAL GEODETIC SURVEY MONUMENT, DESIGNATED “CODY”,

PID: DN5491, AND LOCATED WITH SC STATE PLANE COORDINATES N:1195640.86 AND E:1838554.00;

THENCE N 06°21’40” E A DISTANCE OF 1767.14’ TO A CALCULATED

POINT, WHICH IS THE POINT OF BEGINNING;

THENCE S 89°59’31” W A DISTANCE OF 387.18’ TO A CALCULATED

POINT;

THENCE N 89°59’27” W A DISTANCE OF 903.64’ TO A CALCULATED

POINT;

THENCE WITH A CURVE TURNING TO THE LEFT WITH AN ARC LENGTH OF 224.23’,

WITH A RADIUS OF 467.00’, WITH A CHORD BEARING OF S 76°15’13” W, WITH A CHORD LENGTH OF 222.09’, TO A CALCULATED POINT;

THENCE S 62°29’53” W A DISTANCE OF 918.86’ TO A CALCULATED

POINT;

THENCE N 27°47’49” W A DISTANCE OF 66.00’ TO A CALCULATED

POINT;

THENCE N 62°29’53” E A DISTANCE OF 919.20’ TO A CALCULATED

POINT;

THENCE WITH A CURVE TURNING TO THE RIGHT WITH AN ARC LENGTH OF 255.92’,

WITH A RADIUS OF 533.00’, WITH A CHORD BEARING OF N 76°15’13” E, WITH A CHORD LENGTH OF 253.47’, TO A CALCULATED POINT;

THENCE S 89°59’27” E A DISTANCE OF 900.22’ TO A CALCULATED

POINT;

THENCE S 89°59’27” E A DISTANCE OF 3.42’ TO A CALCULATED POINT;

THENCE N 89°59’31” E A DISTANCE OF 388.67’ TO A CALCULATED

POINT;

THENCE WITH A CURVE TURNING TO THE LEFT WITH AN ARC LENGTH OF 1163.19’,

WITH A RADIUS OF 974.90’, WITH A CHORD BEARING OF N 58°28’08” E, WITH A CHORD LENGTH OF 1095.41’, TO A CALCULATED POINT;

THENCE N 22°04’30” E A DISTANCE OF 859.74’ TO A CALCULATED

POINT;

THENCE N 22°04’30” E A DISTANCE OF 676.46’ TO A CALCULATED

POINT;

THENCE WITH A CURVE TURNING TO THE RIGHT WITH AN ARC LENGTH OF 454.77’,

WITH A RADIUS OF 533.58’, WITH A CHORD BEARING OF N 42°20’49” E, WITH A CHORD LENGTH OF 441.13’, TO A CALCULATED POINT;

THENCE WITH A REVERSE CURVE TURNING TO THE LEFT WITH AN ARC LENGTH

OF 302.16’, WITH A RADIUS OF 549.11’, WITH A CHORD BEARING OF N 52°04’36” E, WITH A CHORD LENGTH OF 298.36’, TO A CALCULATED

POINT;

THENCE S 70°53’33” E A DISTANCE OF 68.74’ TO A CALCULATED

POINT;

THENCE WITH A CURVE TURNING TO THE RIGHT WITH AN ARC LENGTH OF 358.16’,

WITH A RADIUS OF 615.11’, WITH A CHORD BEARING OF S 51°05’56” W, WITH A CHORD LENGTH OF 353.12’, TO A CALCULATED POINT;

THENCE WITH A REVERSE CURVE TURNING TO THE LEFT WITH AN ARC LENGTH

OF 400.25’, WITH A RADIUS OF 467.58’, WITH A CHORD BEARING OF S 42°10’11” W, WITH A CHORD LENGTH OF 388.14’, TO A CALCULATED

POINT;

THENCE S 22°04’30” W A DISTANCE OF 1539.92’ TO A CALCULATED

POINT;

THENCE WITH A CURVE TURNING TO THE RIGHT WITH AN ARC LENGTH OF 833.30’,

WITH A RADIUS OF 1040.90’, WITH A CHORD BEARING OF S 47°09’03” W, WITH A CHORD LENGTH OF 811.22’, TO A CALCULATED POINT;

THENCE WITH A COMPOUND CURVE TURNING TO THE RIGHT WITH AN ARC LENGTH

OF 408.38’, WITH A RADIUS OF 1040.90’, WITH A CHORD BEARING OF S 81°19’28” W, WITH A CHORD LENGTH OF 405.76’, TO A CALCULATED

POINT;

WHICH IS THE POINT OF BEGINNING.

A-6

A-7

EXHIBIT B

FORM OF JOINDER AGREEMENT

Reference is hereby made

to (i) that certain Fee Agreement effective June 1, 2026 (“Fee Agreement”), between Cherokee County, South

Carolina (“County”) and USA Rare Earth, Inc. (“Company”).

1. Joinder to Fee Agreement.

The undersigned [Insert] (a) is a corporate entity,

authorized or to be authorized to transact business under the laws of the State of South Carolina, and has the power to enter into this

Fee Agreement as Sponsor Affiliate (as defined in the Agreement); (b) acknowledges and agrees that (i) in accordance the Fee Agreement,

the undersigned has been designated as a Sponsor Affiliate by the Company for purposes of the Project and such designation has been consented

to by the County in accordance with the Act (as defined in the Fee Agreement); (ii) the undersigned qualifies or will qualify as a Sponsor

Affiliate under the Fee Agreement and Section 12-44-30(20) and Section 12-44-130 of the Act; and (iii) the undersigned shall have all

of the rights and obligations of a Sponsor Affiliate as set forth in the Fee Agreement.

2. Capitalized Terms.

All capitalized terms used but not defined in

this Joinder Agreement shall have the meanings set forth in the Fee Agreement.

3. Governing Law.

This Joinder Agreement shall be governed by and

construed in accordance with the laws of the State of South Carolina, without regard to principles of choice of law.

4. Notice.

Notices under Section 4.1 of the Fee Agreement

shall be sent to:

[ ]

B-1

IN WITNESS WHEREOF, the undersigned has executed

this Joinder Agreement to be effective as of the date set forth below.

______________

_________________________________

Date

Name of Entity

By:

Name:

Its:

Address:

IN WITNESS WHEREOF, the Company consents to the

addition of the above-named entity becoming a Sponsor Affiliate under the Fee Agreement effective as of the date set forth above.

By:

Name:

Its:

Date:

Address:

IN WITNESS WHEREOF, the County consents to the

addition of the above-named entity becoming a Sponsor Affiliate under the Fee Agreement effective as of the date set forth above.

By:

Name:

Its:

County Administrator

Date:

By:

Name:

Its:

Chair, County Council

Date:

B-2

EX-99.1 — PRESS RELEASE, DATED JUNE 2, 2026, ISSUED BY USA RARE EARTH, INC

EX-99.1

Filename: ea029312701ex99-1.htm · Sequence: 4

Exhibit 99.1

FOR IMMEDIATE RELEASE

June 2, 2026

USA Rare Earth Selects Cherokee County, South

Carolina for New Rare Earth Metal and Magnet Manufacturing Operation

Blacksburg facility expected to create about

490 high-skill, high-wage manufacturing jobs and significantly expand the Company’s global mine to magnet value chain

By choosing South Carolina, USA Rare Earth is

expected to have access to a robust incentives package including grants, tax credits and exemptions, a highly skilled advanced manufacturing

workforce, and confirmed energy delivery to the new facility

Facility is expected to contribute to USAR’s

planned domestic capacity of 10,000 metric tons per year of both magnets and heavy rare earth strip-cast, metal and alloy production,

aligned with the Company’s business plan and expected government financing

BLACKSBURG, S.C., June 02, 2026 (GLOBE NEWSWIRE)

-- USA Rare Earth, Inc. (Nasdaq: USAR) (“USA Rare Earth” or the “Company”), a rare earth, critical minerals

and advanced materials company, today announced the selection of Cherokee County, South Carolina, as the site of a new magnet manufacturing

and refined metals operation. The project is expected to create about 490 high-skill, high-wage jobs in the Upstate, and will significantly

expand domestic production capacity for sintered neodymium-iron-boron (NdFeB) permanent magnets and the refined rare earth metals from

which they are made.

To be located in the Bailey Industrial Park in

Blacksburg, the state-of-the-art facility will complement the Company’s existing magnet manufacturing facility in Stillwater, Oklahoma,

which commissioned its first commercial production line in March 2026. Together, the Stillwater and Blacksburg operations will form the

magnet manufacturing centerpiece of USA Rare Earth’s integrated, mine to magnet value chain, which spans the Round Top heavy rare

earth mining and processing project in Sierra Blanca, Texas; a separation and processing facility in Wheat Ridge, Colorado; the planned

acquisition of the Serra Verde mining and processing operation in Goiás, Brazil; the LCM metal and alloy facility in Cheshire,

United Kingdom; and a planned metallization and alloy facility in Lacq, France.

Once online, the Blacksburg facility is targeting

production capacity of 6,400 metric tons per annum (tpa) of NdFeB rare earth magnets and 5,000 tpa of strip-cast, metal and alloy. Combined

with the planned expansion at the Company’s Stillwater facility, USAR expects total domestic production capacity to reach 10,000

tpa of NdFeB rare earth magnets and 10,000 tpa of heavy rare earth strip-cast, metal and alloy, aligned with the Company’s business

plan and expected government financing. Engineering work and equipment procurement for the Blacksburg facility is underway, with site

work expected to commence in the coming months and commissioning targeted to begin in 2028.

The Cherokee County selection followed a comprehensive

multi-state evaluation in which the Company prioritized access to a robust incentives package across grants, tax credits and exemptions,

reliable and affordable power, the availability of a skilled advanced manufacturing workforce, proximity to defense and aerospace customers,

and the ability to achieve an accelerated timeline for operational delivery. The site benefits from existing transportation infrastructure

along the Interstate 85 corridor, an established advanced manufacturing supply chain across the Upstate, and confirmed energy delivery

from Duke Energy.

Magnets and refined metals produced in Blacksburg

will support vital needs in the defense, aerospace, semiconductor, medical, AI, energy, and advanced manufacturing industries, which depend

on a secure, traceable rare earth value chain across America, its allies and partners.

QUOTES

“Cherokee County is the next critical link in the rare earth and magnet value chain we’re building across the United States,

the United Kingdom, Europe and around the globe. South Carolina offered the workforce, the infrastructure and the partners we needed to

move quickly. With this investment, we’re bringing home the advanced manufacturing capabilities that America and its allies depend

on, from the factory floor to the front lines.”

-USA Rare Earth CEO Barbara Humpton

“South Carolina continues to attract investments that strengthen our economy and create meaningful opportunities for our people.

USA Rare Earth’s $1.2 billion investment and the creation of approximately 490 new jobs will have a significant impact on Cherokee

County and reinforce our state’s position as a leader in American manufacturing.”

-Gov. Henry McMaster

“USA Rare Earth’s approximately $1.2 billion investment in Cherokee County reflects the state’s strong capabilities

in advanced manufacturing and innovation technologies. The Company’s new operation in the Upstate will contribute to South Carolina’s

position as a leader in critical sectors.”

-Secretary of Commerce Harry M. Lightsey III

“Two hundred and fifty years ago, Cherokee County helped

turn the tide of the Revolutionary War and today we are proud to once again stand on the front lines of American independence by welcoming

USA Rare Earth to the Bailey Park. This project strengthens our nation's future by reducing our dependence on China for critical rare

earth minerals while bringing jobs, investment and opportunity to Cherokee County.”

-Cherokee County Council Chairman Tim Spencer

“Duke Energy is proud to help bring USA Rare Earth to Cherokee

County and strengthen America’s domestic rare earth supply chain. Through our close collaboration with state and local economic

development partners, we worked to position this site with the upfront diligence, coordination and energy planning that companies need

to move with confidence and speed. As we continue to prioritize reliable power at the lowest possible cost for our customers, we stand

ready to welcome more industries like this to call South Carolina home.”

-Duke Energy South Carolina President Tim Pearson

About USA Rare Earth, Inc.

USA Rare Earth, Inc. (Nasdaq: USAR) is building

a fully integrated rare earth and permanent magnet value chain across the United States, the United Kingdom, France and Brazil. Through

its ownership of Less Common Metals (LCM), one of the world’s leading producers of rare earth metals and alloys, its magnet manufacturing

capacity in Stillwater, Oklahoma, the Pela Ema mine in Brazil (subject to closing the Serra Verde Group transaction) and the Round Top

deposit in Texas, USA Rare Earth operates across the entire value chain from mining to metal-making, alloy production and neodymium magnet

manufacturing. USA Rare Earth is establishing a secure, Western-aligned supply of materials essential to the aerospace and defense, semiconductor,

energy, data center, physical AI, mobility, healthcare and industrial sectors. For more information, visit www.usare.com.

Forward-Looking Statements

This press release contains forward-looking statements

within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include those relating to the planned Cherokee

County, South Carolina facility, expected capital investment, anticipated job creation, expected production capacity and timelines, expected

utility and infrastructure support, anticipated end markets and customers, the expected scope of the Company’s integrated value

chain, and the Company’s ability to support U.S. Department of Defense requirements, including the January 2027 restriction on Chinese-origin

sintered NdFeB magnets in covered defense applications. Such statements can be identified by the fact that they do not relate strictly

to historical or current facts. Words such as “anticipate,” “believe,” “can,” “could,”

“estimate,” “expect,” “growth,” “intend,” “may,” “might,” “plan,”

“potential,” “project,” “propose,” “should,” “target,” “will,”

“would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that

a statement is not forward-looking.

Forward-looking statements are subject to risks

and uncertainties and potentially inaccurate assumptions that could cause actual results to differ materially from the Company’s

expectations, including without limitation: risks associated with permitting, construction, workforce availability, supply chain conditions,

customer demand, commodity prices, regulatory and policy developments, financing, and the integration of acquired operations; risks that

the proposed transactions with the Serra Verde Group (“SVG”), Carester SAS and Texas Mineral Resources Corp. may not be consummated

on their anticipated timelines or at all; the Company may not realize the anticipated benefits of its proposed and prior acquisitions,

including expected synergies, financial performance, estimated EBITDA and, in the case of SVG, integration of operations, on the anticipated

timeline or at all; the ability of the Company’s Stillwater magnet manufacturing facility to commence commercial operations on the

timing and with the production capacity anticipated or at all; the Company’s limited operating history; the Company’s ability

to commercially extract minerals from the Round Top deposit on its anticipated timeline or at all; risks that the Company may experience

delays, unforeseen expenses, increased capital costs, and other complications in operating its business; the Company’s ability to

raise necessary capital on acceptable terms or at all; potential dilution to existing stockholders and adverse effect on the Company’s

stock price if the Company issues additional common stock or equity-linked securities; the volatility of the Company’s stock price;

the Company’s ability to enter into definitive agreements for the proposed U.S. Government financing, which is subject to conditions

precedent and final government approvals, on the anticipated terms or at all and, if executed, to satisfy the milestones and other conditions

of such financing, which could impose conditions to access such financing over a period of time; the availability of rare earth oxide,

metal feedstock and other materials, utilities (including power and water) and equipment in quantities and prices that allow the Company

to develop and commercially operate its Stillwater facility and other facilities; the Company’s ability to meet individual customer

specifications and manufacture a consistently high quality product; fluctuations in demand for and prices of the Company’s products,

including without limitation as a result of dumping, predatory pricing and other tactics by the Company’s competitors or state actors

or the overall competitive environment; the Company’s ability to achieve positive cash flow or profitability or the ability to access

cash flow within the Company’s corporate structure due to restrictions contained in the Company’s financing agreements; the

Company’s ability to convert current commercial discussions and/or memorandums of understanding with customers for the sale of its

neo magnets and other products into definitive orders; geopolitical developments or disruptions, such as changes in the political environment,

export/import or environmental policy of the People’s Republic of China, the United States or other countries in which the Company

operates or sell products or otherwise; war, terrorism, natural disasters or public health emergencies; the Company’s ability to

retain or recruit key personnel; environmental, health and safety regulations; and the Company’s ability to comply with requirements

for federal, state and local government incentives and financing.

Additional risks and detailed information regarding

factors that may cause actual results to differ materially has been and will be included in the Company’s filings with the U.S.

Securities and Exchange Commission, including the Company’s most recently filed Annual Report on Form 10-K and any subsequent Quarterly

Reports on Form 10-Q and subsequent filings. Any forward-looking statements speak only as of the date of this press release (or such other

date as is specified in such statements), and the Company undertakes no obligation to update any forward-looking statements as a result

of new information or future developments except as required by law.

Contacts

Investor Relations

JB Lowe, USA Rare Earth, Inc.

ir@usare.com

Media

Collected Strategies

USARE-CS@collectedstrategies.com

SOURCE: USA Rare Earth, Inc.

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