(1)

Fresenius Immobilien-Verwaltungs-GmbH & Co. Objekt St. Wendel KG,

(2)

Fresenius Medical Care Deutschland GmbH,

(A)

The Landlord is the owner of the real property located at the postal address of Frankfurter Straße 6-8 in 66606 St. Wendel (the “Property”).

(B)

The Tenant already currently leases the Property from the Landlord under a lease agreement dated 30 September 1996, as amended from time to time, (the “Existing Lease Agreement”).

(C)

The tenancy under the Existing Lease Agreement expires on 31 December 2016.

(D)

The Parties do not wish to further amend the Existing Lease Agreement, but replace it by a new and restated lease agreement.

1

Leased Premises

1.1

This Lease Agreement relates to the manufacturing facilities and ancillary space located on the Property and comprises the entire Property as outlined in colour in the layout plan attached hereto as Annex 1.1 (the “Leased Space”).

1.2

This Lease Agreement includes all essential fixtures which are part of the Leased Space by virtue of law (wesentliche Bestandteile) and which are available at the commencement of the lease (the “Leased Fixtures”).

1.3

The Landlord warrants that (i) the Leased Space meets the general technical requirements which may apply to the purpose of the lease and (ii) complies with all statutory provisions and/or all directives of authorities.

2

Term, Termination and Handover

2.1

The lease term shall commence on 1 January 2017, 0.00 hrs. CET (the “Lease Commencement”).

2.2

In the event of termination of this Lease Agreement before the agreed date for which termination the Tenant is responsible, the Tenant shall be liable for any and all damage caused thereby, in particular, but not limited to, loss of rent, incidental expenses and other charges relating to the period for which the lease has been entered into. The same shall apply vice versa should the Landlord be responsible for the termination.

2.3

Since the Tenant already occupies the Leased Space and possesses the required number of keys, no separate physical handover shall take place. The Leased Space under this Lease Agreement is automatically deemed handed over as of the Lease Commencement.

3.1

The annual rent for the Leased Space is initially agreed at EUR 7,506,838 plus the statutory VAT applicable from time to time (currently 19%).

3.2

The rent shall automatically be adjusted at the beginning of each calendar year in accordance with the increase or decrease of the consumer price index for Germany (Verbraucherpreisindex für Deutschland), basis 2010 = 100, as published by the Federal Office of Statistics, as compared to the level of such index on the Lease Commencement or as compared to the time any subsequent adjustment of the rent has been made as provided for herein. It is however understood that no Party shall be in default with the adjusted payment prior to a written notification of the adjustment by the other Party.

3.3

The Landlord is in its equitable discretion (nach billigem Ermessen) entitled to claim reasonable advance payments on ancillary costs which are not directly settled by the Tenant (Clause 4). Such advance payments shall be payable each month in addition to and together with the rent.

4

Ancillary Costs

4.1

The Tenant shall bear all operating costs within the meaning of the Operation Cost Ordinance (Betriebskostenverordnung).

4.2

The Tenant shall directly settle accounts for these ancillary costs with the individual service providers/creditors if and to the extent that this is possible.

5.1

The rent and the advance payments on ancillary costs shall be payable in advance for each month no later than on the third business day (Werktag) of each month.

5.2

The receipt of the amount and/or the credit entry on the Landlord’s account shall be decisive for timely payment.

5.3

If and when the Tenant is in arrears with any payment, the Tenant shall owe dunning costs, if any and default interest at the respective statutory rate according to Sec. 247 of the German Civil Code (Bürgerliches Gesetzbuch - “BGB”).

6.1

The Parties undertake to effect and shall bear the costs for the maintenance (incl. decorative repairs), repair and replacement within the Buildings as set out in the Annex 6.1 which is attached hereto.

6.2

The Tenant is entitled to effect improvements to the Leased Space with the Landlord’s consent which shall not be unreasonably withheld.

6.3

Where the Parties agree that, for reasons of practicality, the Tenant performs services that are contractually owed by the Landlord, e.g. according to Annex 6.1, the Tenant will invoice such services to the Landlord. However, the Tenant is obliged to obtain the Landlord’s approval in advance which is not to be unreasonably withheld.

7

Setoff, Retention and Reduction of Rent

7.1

The Tenant may offset a claim against the rent or the ancillary costs or exercise a right of retention only, if the counterclaim is uncontested or has become res judicata.

7.2

The Tenant may reduce the rent payments (Minderung) because of a defect of the Leased Space or its use only if and when (i) it notifies the Landlord in writing of its intention to reduce the rent at least one month before effecting the first reduction and (ii) it is not in arrears (Verzug) with any payments.

8

Subleasing

8.1

The Landlord’s consent shall be required for any subleasing or other permission to use the Leased Space granted to third parties. Such consent to subleasing may not be unreasonably withheld.

8.2

Subletting to affiliated entities of the Tenant within the meaning of Sec. 15 seq. AktG shall be deemed consented to by the Landlord as long as the relevant subtenant remains the Tenant’s affiliate within the meaning of Sec. 15 seq. AktG.

11.1

The Tenant shall pay an amount of EUR 1,876,710 as security for any and all payment obligations hereunder including costs of legal remedies and eviction.

11.2

This security may also be provided also in the form of an irrevocable, directly enforceable, unconditional guaranty, unlimited in time, of a major German bank (selbstschuldnerische Bankbürgschaft). Payment by the guarantor shall be made upon first request of the Landlord.

11.3

Any security will be returned to the Tenant only, but then without undue delay, after fulfilment of all obligations of the Tenant, in particular, but not limited to, the obligation to pay rent, ancillary costs and repair costs and after vacation of the Leased Space.

11.4

The Tenant knows that the Landlord has a statutory lien (Vermieterpfandrecht) on the Tenant’s property which the Tenant brought into the leased premises, and that the Tenant shall not be entitled to remove this property without the Landlord’s consent, except in the ordinary course of business. The ordinary course includes disposal of obsolete or replaced equipment.

13.1

To the extent permitted by law, the Tenant shall have the duty to make the Leased Space safe for persons and vehicles (Verkehrssicherungspflicht).

14.1

This Agreement contains all contractual arrangements made between the Parties with respect to the lease. There are no verbal side agreements.

14.2

Modifications of and supplements to this Lease Agreement shall be valid only if made in writing in the form of a formal amendment.

14.3

If any provision of this Lease Agreement or of any amendment to it is or will become invalid, this shall not affect the validity of the remaining provisions hereof and thereof. The Parties undertake to replace the invalid provision by a legally valid provision most closely matching the commercial and legal intention of the invalid provision.

14.4

The Parties are aware of the requirements of written form provided for in Sec. 550 BGB in conjunction with Sec. 578 para 1 BGB. Each of the Parties undertakes that at the other Party’s request it will immediately issue any statements and take any other action that may be required to ensure compliance with these requirements of written form and both Parties further undertake not to terminate this Agreement prematurely on grounds of it being ineffective due to non-compliance with any written form requirements. These undertakings shall apply not only to this ‘original’ or ‘principal’ Lease Agreement, but also to any addenda, amendments or supplements to this Lease Agreement. The aforementioned Parties are in agreement that, in deviation from Sec. 125 para 2 BGB, any failure to observe the written form requirement shall not affect the validity of this Lease Agreement.

14.5

Due to the protection purpose of Sec. 550 BGB, the written form cure clause in Clause 14.4 does not have any binding effect on a possible acquirer of the Property. Therefore, if the Property is sold and is transferred to the acquirer as new landlord, the Tenant undertakes to conclude a new written form clause with the same content with the acquirer if the latter requires it. In the Tenant’s interest, the Landlord undertakes to oblige an acquirer by means of the purchase agreement (agreement according to Sec. 328 BGB) to conclude an amendment containing a written form clause with the Tenant at the Tenant’s request.

14.6

This Lease Agreement shall be governed by German law. Exclusive place of jurisdiction is Bad Homburg v.d.H.

(i)

Roof and structure refers to the roof and roof cover of the Buildings, their facade, the floor, the outside areas including parking spaces, the overarching technical systems (e.g. fire protection systems), the canalisation, all structural and load bearing elements, the outside of external doors and windows as well as overarching technical systems such as plumbing, electricity supply, heating, ventilation and cooling systems.

(ii)

Maintenance and repair (Instandhaltung and Instandsetzung) refers to measures required to keep the Building and its installations functional and restore functionality in case of defects, including the replacement of expendable items (Verbrauchsteile).

(iii)

Replacement and renewal refers to the exchange of defective parts – except for expendable items – that cannot or not with any commercially reasonable effort be repaired or have exceeded their permitted lifespan.

(A)

The Landlord is the owner of the real property located at the postal address of Frankfurter Straße 6-8 in 66606 St. Wendel (the “Property”).

(B)

On 30 December 2016, the Parties concluded a lease agreement in relation to the Property (hereinafter referred to as the “Initial Lease Agreement”).

(C)

The Leased Space under Initial Lease Agreement comprised the entire Property, including all manufacturing facilities and ancillary space located on Property, such facilities in turn including the building marked as “Produktionsgebäude 5 (im Ausbau)” on the plan attached to the Initial Lease Agreement and to this Agreement as Annex 1.1 (the “PG5”).

(D)

The Tenant effected the construction of the PG5 itself and at its own cost. When it was constructed on the Property, the PG5 became an essential component (wesentlicher^-Bestandteil) of the Property and thus by operation of law became the property of the Landlord.

(E)

Under a separate agreement titled “Vertrag über die Erstattung von Investitionskosten” (the “Investment Cost Reimbursement Agreement”) the Landlord reimburses the agreed investment costs of EUR 7.234.833,99 for the construction of the PG5 (the “Investment Costs”) to the Tenant. In turn, the Parties have agreed that the Tenant shall make rent payments to the Landlord as agreed herein. The Parties therefore conclude this Amendment No. 1 to the Initial Lease Agreement (Initial Lease_. Agreement and Amendment No. 1 together the “Lease Agreement”).

1

Leased Premises

1.1

The part of the Property on which the PG5 is located was already part of the Leased Premises under the Initial Lease Agreement during the construction phase of the PG5.

1.2

The Parties hereby agree that the Tenant already commenced the use of the completed PG5 and that the PG5 – like all other buildings on the Property – as of the 1 January 2017 also formed part of the Leased Premises.

2

Term, Termination

2.1

The lease term for the PG5 commenced on 1 January 2017, 0.00 hrs. CET (the “PG5 Lease Commencement”).

2.2

The lease term for the PG5 shall, in each case, terminate uniformly at the same time as the lease term for the remainder of the Leased Premises. The lease term for all Leased Premises shall terminate on 31 December 2026, 24.00 hrs. CET.

3

Rent, Rent Adjustment and Advance Payments on Ancillary Costs

3.1

The annual rent for the Leased Space except the PG5 (the “Regular Rent”) remains unchanged. The Regular Rent according to clause 3.1 of the Initial Lease Agreement was initially agreed at EUR 7,506,838 plus the statutory VAT applicable from time to time (currently 19%). The provisions on the adjustment of the rent according to clause 3.2 of the Initial Lease Agreement also remain unchanged in relation to the Regular Rent.

3.2

In addition to the Regular Rent, the Parties hereby agree on a rent for the PG5 (the “Investment Cost Rent”).

4.1

Defined terms, insofar as not stipulated differently in this Amendment No. 1, shall have the same meaning as in the Initial Lease Agreement.

4.2

Insofar as not explicitly amended in this Amendment No. 1 all provisions of the Initial Lease Agreement continue to apply unchanged.

4.3

This Amendment No. 1 shall become an integral part of the Initial Lease Agreement and – together with it – as the Lease Agreement contains all contractual arrangements made between the Parties with respect to the lease. There are no verbal side agreements. Any modification or addition to the Lease Agreement, including the present provision, must be made in writing.

4.4

The Parties are familiar with the decision of the Federal Court of Justice dated 27 September 2017 - XII ZR 114/16 – according to which so called “written form curing clauses” are held void. However, the Parties hereby nevertheless expressly agree that they want to agree on the following curing clause in case of a change or re-interpretation of case law:

4.5

Should any provision of the Lease Agreement (including clause 4.4) be void, voidable or otherwise unenforceable for any other reason, this shall not affect the validity of any of the other provisions of the Lease Agreement. The Parties agree that they will replace any provision that may be void, voidable or otherwise ineffective by such valid provision that comes closest to the economic purpose and the essence of the original provision and that guarantees a corresponding economic success.

4.6

Should the Lease Agreement contain any unintended contractual gap the Parties will close such gap by agreeing on a provision that corresponds to what the Parties would have agreed had they duly considered the unintended contractual gap when negotiating this Amendment No. 1.

4.7

If this Amendment No. 1 is initially signed by only one of the Parties and submitted or sent to the other Party for signature, this shall be deemed to constitute an offer to enter into this Amendment No. 1 and such offer may be accepted by the other Party within a deadline of 10 business days, as stipulated in § 148 of the German Civil Code.

(B)

The Tenant leases the Property from the Landlord under a lease agreement dated 30 December 2016 as amended by amendment no. 1 dated 13/14 December 2017 (PG 5.1) (hereinafter referred to as the “Existing Lease Agreement”).

(C)

On 16 December 2016 / 18 January 2017, the Landlord acquired a property located at Frankfurter Straße 6 (hereinafter referred to as the “SEV Property”).

(D)

The Tenant wishes to rent the SEV Property from the Landlord.

1

Leased Premises

1.1

The Leased Space is hereby amended. The amended Leased Space is outlined in red in the layout plan attached hereto as Annex 1.1 (the “Amended Space”).

2

Term, Termination

2.1

The lease term for the SEV Property shall commence on 20 January 2017, 0:00 hrs. CET (the “SEV Lease Commencement”).

2.2

The lease term for the SEV Property shall, in each case, terminate uniformly at the same time as the lease term for the remainder of the Leased Premises. The lease term for all Leased Premises shall terminate on 31 December 2026, 24.00 hrs. CET.

3

Rent

3.1

Based on the Amended Space, the total rent as of the conclusion of this Amendment is agreed as follows:

4.1

Defined terms, insofar as not stipulated differently in this Amendment No. 2, shall have the same meaning as in the Existing Lease Agreement.

4.2

Insofar as not explicitly amended in this Amendment No. 2 all provisions of the Existing Lease Agreement continue to apply unchanged.

4.3

This Amendment No. 2 shall become an integral part of the Existing Lease Agreement and – together with it – as the Lease Agreement contains all contractual arrangements made between the Parties with respect to the lease. There are no verbal side agreements. Any modification or addition to the Lease Agreement, including the present provision, must be made in writing.

4.4

The Parties are familiar with the decision of the Federal Court of Justice dated 27 September 2017 - XII ZR 114/16 – according to which so called “written form curing clauses” are held void. However, the Parties hereby nevertheless expressly agree that they want to agree on the following curing clause in case of a change or re-interpretation of case law:

4.5

Should any provision of the Lease Agreement (including clause 4.4) be void, voidable or otherwise unenforceable for any other reason, this shall not affect the validity of any of the other provisions of the Lease Agreement. The Parties agree that they will replace any provision that may be void, voidable or otherwise ineffective by such valid provision that comes closest to the economic purpose and the essence of the original provision and that guarantees a corresponding economic success.

4.6

Should the Lease Agreement contain any unintended contractual gap the Parties will close such gap by agreeing on a provision that corresponds to what the Parties would have agreed had they duly considered the unintended contractual gap when negotiating this Amendment No. 1.

4.7

If this Amendment No. 2 is initially signed by only one of the Parties and submitted or sent to the other Party for signature, this shall be deemed to constitute an offer to enter into this Amendment No. 2 and such offer may be accepted by the other Party within a deadline of 10 business days, as stipulated in § 148 of the German Civil Code.

(2)

Fresenius Medical Care Deutschland GmbH,

(A)

The Landlord is the owner of the so-called “PG 6.0” (the “Property”) located on, together with other buildings, the estate at the postal address of Weimarer Straße 4, 66606 St. Wendel (registered with the land register Oberlinxweiler of the local court Saarbrücken, sheet 2575, No. 3, Plot 22, Lot 21/5, No. 4, Plot 22, Lot 21/17, and No. 5, Plot 22, Lot 21/13). The Property was recently developed by proxy by the Landlord.

(B)

In addition to the existing lease agreements for Frankfurter Straße 6-8, 66606 St. Wendel, concluded on 30 December 2016, as amended and supplemented from time to time, the Tenant now also wishes to rent the Property for its business operations.

1

Leased Premises

1.1

This Lease Agreement relates to the Property and comprises the building outlined in colour in the layout plan attached hereto as Annex 1.1 (the “Leased Space”).

1.2

This Lease Agreement includes all essential fixtures which form part of the Leased Space by virtue of law (wesentliche Bestandteile) and which are available at the commencement of the lease (the “Leased Fixtures”).

2

Term, Termination and Handover

2.1

The lease term shall commence on 1 December 2022, 0.00 hrs. CET (the “Lease Commencement”). Economically, the Parties will put each other in such position, in particular as to the payment of rent, as if this Lease Agreement had become effective as of 1 December 2022. For this purpose, the Parties will engage in the required nettings/set-offs to the extent required.

2.2

In the event of termination of this Lease Agreement before the agreed date for which termination the Tenant is responsible, the Tenant shall be liable for any and all damage caused thereby, in particular, but not limited to, loss of rent, incidental expenses and other charges relating to the period for which the lease

2.3

Since the Tenant already occupies the Leased Space and possesses the required number of keys, no separate physical handover shall take place. The Leased Space under this Lease Agreement is automatically deemed handed over as of the Lease Commencement.

3

Rent, Rent Adjustment and Advance Payments on Ancillary Costs

3.2

The rent shall automatically be adjusted at the beginning of each calendar year in accordance with the increase or decrease of the consumer price index for Germany (Verbraucherpreisindex für Deutschland), basis 2015 = 100, as published by the Federal Office of Statistics, as compared to the level of such index on the Lease Commencement or as compared to the time any subsequent adjustment of the rent has been made as provided for herein. It is however understood that no Party shall be in default with the adjusted payment prior to a written notification of the adjustment by the other Party.

3.3

The Landlord is in its equitable discretion (nach billigem Ermessen) entitled to claim reasonable advance payments on ancillary costs which are not directly settled by the Tenant (Clause 4). Such advance payments shall be payable each month in addition to and together with the rent.

4

Operation and Running Costs

4.1

The Tenant shall bear all operating costs within the meaning of the Operation Cost Ordinance (Betriebskostenverordnung). Furthermore, the Parties agree to share running costs (e.g. for maintenance, decorative repairs, replacements and repairs) as set out in Annex 4.1 attached hereto.

4.2

The Tenant shall directly settle accounts for these ancillary costs with the individual service providers/creditors if and to the extent that his is possible.

5

Manner of Payment

7

Setoff, Retention and Reduction of Rent

7.1

The Tenant may offset a claim against the rent or the ancillary costs or exercise a right of retention only, if the counterclaim is uncontested or has become res judicata.

7.2

The Tenant may reduce the rent payments (Minderung) because of a defect of the Leased Space or its use only if and when (i) it notifies the Landlord in writing of its intention to reduce the rent at least one month before effecting the first reduction and (ii) it is not in arrears (Verzug) with any payments.

8

Subleasing

8.1

The Landlord’s consent shall be required for any subleasing or other permission to use the Leased Space granted to third parties. Such consent to subleasing may not be unreasonably withheld.

10

Entry of Leased Space by Landlord

11

Security, Landlord’s Lien

11.1

The Tenant shall pay an amount of EUR 160,130.98 as security for any and all payment obligations hereunder including costs of legal remedies and eviction.

11.2

This security may also be provided also in the form of an irrevocable, directly enforceable, unconditional guaranty, unlimited in time, of a major German bank (selbstschuldnerische Bankbürgschaft). Payment by the guarantor shall be made upon first request of the Landlord.

11.3

Any security will be returned to the Tenant only, but then without undue delay, after fulfilment of all obligations of the Tenant, in particular, but not limited to, the obligation to pay rent, ancillary costs and repair costs and after vacation of the Leased Space.

11.4

The Tenant knows that the Landlord has a statutory lien (Vermieterpfandrecht) on the Tenant’s property which the Tenant brought into the leased premises, and that the Tenant shall not be entitled to remove this property without the Landlord’s consent, except in the ordinary course of business. The ordinary course includes disposal of obsolete or replaced equipment.

13

Insurances and Duty to ensure Safety

13.1

To the maximum extent permitted by law, the Tenant shall have the duty to make the Leased Space safe for persons and vehicles (Verkehrssicherungspflicht).

13.2

The Tenant shall be responsible for insurance coverage for the risk resulting from its business operation.

14

Miscellaneous

14.1

This Agreement contains all contractual arrangements made between the Parties with respect to the lease. There are no verbal side agreements.

14.2

Modifications of and supplements to this Lease Agreement shall be valid only If made in writing in the form of a formal amendment.

14.3

If any provision of this Lease Agreement or of any amendment to it is or will become invalid, this shall not affect the validity of the remaining provisions hereof and thereof. The Parties undertake to replace the invalid provision by a legally valid provision most closely matching the commercial and legal intention of the invalid provision.

14.4

The Parties are familiar with the decision of the Federal Court of Justice dated 27 September 2017 – XII ZR 114/16 – according to which so called “written form curing clauses” are held void. However, the Parties hereby nevertheless expressly agree that they want to agree on the following curing clause in case of a change or re-interpretation of case law:

14.5

Due to the protection purpose of Sec. 550 BGB, the written form cure clause in Clause 14.4 does not have any binding effect on a possible acquirer of the Property. Therefore, if the Property is sold and is transferred to the acquirer as new landlord, the Tenant undertakes to conclude a new written form clause with the same content with the acquirer if the latter requires it. In the Tenant’s interest, the Landlord undertakes to oblige an acquirer by means of the purchase agreement (agreement according to Sec. 328 BGB) to conclude an amendment containing a written form clause with the Tenant at the Tenant’s request.

14.6

This Lease Agreement shall be governed by German law. Exclusive place of jurisdiction is Frankfurt am Main.

B.

FME has constructed the PG 6.0 for production at its own expense on a part of the property. The affected part of the property is marked in red on the plan attached as Annex 1 (the “Part”). Immo KG permitted FME to construct the PG 6.0 on the property under its own management, responsibility, in its own name, and at its own expense.

C.

Since the PG 6.0 constructed on the part, including its firmly connected installations (roof and structure; the “New Production Building”), will transfer to the ownership of Immo KG due to civil law requirements, Immo KG will reimburse FME for the investment costs incurred and proven, i.e., actually incurred, for the PG 6.0. Costs not related to the construction of the building (roof and structure), such as installed production facilities and other movables, are not part of the investment costs. The external rental appraisal obtained to determine the market rent for the PG 6.0 (the “External Rental Appraisal”) takes the investment costs into account.

(1)

Upon completion of the New Production Building, Immo KG will reimburse FME for the investment costs for the New Production Building amounting to net EUR 4,491,053.25 plus the currently applicable VAT of 19%, as shown in Annex 2. FME will charge the costs to Immo KG by invoicing.

(2)

Explicitly excluded from the reimbursement are all installations not firmly connected to the building as well as the movable items and production equipment located in the building, which remain the property of FME. Operating equipment will not be reimbursed and does not fall under the investment costs.

(4)

The parties will mutually agree on the exact modalities of the cost reimbursement.

(1)

Fresenius Immobilien-Verwaltungs-GmbH & Co. Objekt St. Wendel KG,

(2)

Fresenius Medical Care Deutschland GmbH,

(A)

The Landlord is the owner of the so-called “PG 5.2” (the “Property”) located on, together with other buildings, the estate at the postal address of Frankfurter Straße 6-8, 66606 St. Wendel (registered with the land register Oberlinxweiler of the local court Saarbrücken, sheet 2575, No. 1, Plot 25, Lot 8/19 and No. 1, Plot 25, Lot 8/20). The Property was recently developed by proxy by the Landlord.

(B)

In addition to the existing lease agreements for Frankfurter Straße 6-8, 66606 St. Wendel, concluded on 30 December 2016, as amended and supplemented from time to time, the Tenant now also wishes to rent the Property for its business operations.

1.1

This Lease Agreement relates to the Property and comprises the building outlined in colour in the layout plan attached hereto as Annex 1.1 (the “Leased Space”).

1.2

This Lease Agreement includes all essential fixtures which form part of the Leased Space by virtue of law (wesentliche Bestandteile) and which are available at the commencement of the lease (the “Leased Fixtures”).

2

Term, Termination and Handover

2.1

The lease term shall commence on 1 December 2022, 0.00 hrs. CET (the “Lease Commencement”). Economically, the Parties will put each other in such position, in particular as to the payment of rent, as if this Lease Agreement had become effective as of 1 December 2022. For this purpose, the Parties will engage in the required nettings/set-offs to the extent required.

2.2

In the event of termination of this Lease Agreement before the agreed date for which termination the Tenant is responsible, the Tenant shall be liable for any and all damage caused thereby, in particular, but not limited to, loss of rent, incidental expenses and other charges relating to the period for which the lease

5.1

The rent and the advance payments on ancillary costs shall be payable in advance for each month no later than on the third business day (Werktag) of each month.

5.2

The receipt of the amount and/or the credit entry on the Landlord’s account shall be decisive for timely payment.

5.3

If and when the Tenant is in arrears with any payment, the Tenant shall owe dunning costs, if any and default interest at the respective statutory rate according to Sec. 247 of the German Civil Code (Bürgerliches Gesetzbuch – “BGB”).

7

Setoff, Retention and Reduction of Rent

7.1

The Tenant may offset a claim against the rent or the ancillary costs or exercise a right of retention only, if the counterclaim is uncontested or has become res judicata.

7.2

The Tenant may reduce the rent payments (Minderung) because of a defect of the Leased Space or its use only if and when (i) it notifies the Landlord in writing of its intention to reduce the rent at least one month before effecting the first reduction and (ii) it is not in arrears (Verzug) with any payments.

8

Subleasing

8.1.

The Landlord’s consent shall be required for any subleasing or other permission to use the Leased Space granted to third parties. Such consent to subleasing may not be unreasonably withheld.

8.2

Subletting to affiliated entities of the Tenant within the meaning of Sec. 15 seq. AktG shall be deemed consented to by the Landlord as long as the relevant subtenant remains the Tenant’s affiliate within the meaning of Sec. 15 seq. AktG.

8.3

The Tenant shall be liable for any and all acts or omissions of its subtenants. The Tenant, here and now, assigns to the Landlord for security purposes the Tenant’s claims against the subtenant under the sublease – including the lien (Pfandrecht) securing such claims – up to the amount of rent and ancillary cost prepayments owed to the Landlord. The Landlord accepts such assignment. The Tenant, however, remains entitled to collect rent and enforce claims under the sublease agreement unless the Landlord notifies the subtenant in writing that the security purpose has occurred.

9

Advertising Measures

10

Entry of Leased Space by Landlord

11

Security, Landlord’s Lien

11.1

The Tenant shall pay an amount of EUR 220,850.02 as security for any and all payment obligations hereunder including costs of legal remedies and eviction.

11.3

Any security will be returned to the Tenant only, but then without undue delay, after fulfilment of all obligations of the Tenant, in particular, but not limited to, the obligation to pay rent, ancillary costs and repair costs and after vacation of the Leased Space.

12

Termination or Expiration of the Term of this Lease Agreement

13.1

To the maximum extent permitted by law, the Tenant shall have the duty to make the Leased Space safe for persons and vehicles (Verkehrssicherungspflicht).

14.2

Modifications of and supplements to this Lease Agreement shall be valid only If made in writing in the form of a formal amendment.

14.4

The Parties are familiar with the decision of the Federal Court of Justice dated 27 September 2017 - XII ZR 114/16 - according to which so called “written form curing clauses” are held void. However, the Parties hereby nevertheless expressly agree that they want to agree on the following curing clause in case of a change or re-interpretation of case law:

14.5

Due to the protection purpose of Sec. 550 BGB, the written form cure clause in Clause 14.4 does not have any binding effect on a possible acquirer of the Property. Therefore, if the Property is sold and is transferred to the acquirer as new landlord, the Tenant undertakes to conclude a new written form clause with the same content with the acquirer if the latter requires it. In the Tenant’s interest, the Landlord undertakes to oblige an acquirer by means of the purchase agreement (agreement according to Sec. 328 BGB) to conclude an amendment containing a written form clause with the Tenant at the Tenant’s request.

14.6

This Lease Agreement shall be governed by German law. Exclusive place of jurisdiction is Frankfurt am Main.

C.

Since the PG 5.2 constructed on the Partial Plot, including its permanently attached fixtures (roof and structure; the “New Production Building”), will transfer to the ownership of IMMO KG due to civil law requirements, IMMO KG will reimburse FME for the investment costs incurred and proven, i.e., actually incurred investment costs for PG 5.2. Investment costs do not include any costs not related to the construction of the building (roof and structure), such as installed production facilities and other movable items. The external rental appraisal obtained to determine the market rent for the leasing of PG 5.2 (the “External Rental Appraisal”) takes the investment costs into account.

(1)

Upon completion of the New Production Building, IMMO KG will reimburse FME for the investment costs for the New Production Building amounting to EUR 6,272,148.95 net plus the currently applicable VAT of 19%, as shown in Annex 2. FME will charge these costs to IMMO KG by invoicing.

(2)

The reimbursement explicitly does not cover any fixtures not permanently attached to the building, as well as any movable items and production equipment within the building, which remain the property of FME. Operational equipment will not be reimbursed and does not fall under the investment costs.

(3)

The invoice issued by FME to IMMO KG must comply with all applicable tax requirements. Upon request by IMMO KG, FME will itemize the incurred costs and provide corresponding evidence if necessary.

(4)

The Parties will mutually agree on the exact modalities of the cost reimbursement.