Amended and Restated Lease Agreement, dated February 24, 2023, by and between Long Island High Technology Incubator, Inc. and Applied DNA Sciences, Inc. (Office Lease)

Exhibit 10.1

LONG ISLAND HIGH TECHNOLOGY INCUBATOR, INC.

LIHTI2

AMENDED AND RESTATED

LEASE AGREEMENT

This Amended and Restated Lease Agreement ("Lease") made as of the 24th day of February 2023 between Long Island High Technology Incubator, Inc., a not-for-profit education corporation existing under the laws of the State of New York, having its principal place of business at 25 Health Sciences Drive, Stony Brook NY 11790 (“Landlord”) and Applied DNA Sciences, Incorporated, a Delaware Corporation with a mailing address of 50 Health Sciences Drive, Stony Brook NY 11790 ("Tenant").

WHEREAS the State University of New York (“SUNY”) has granted to Landlord the authority to construct a facility on certain land on the campus of Stony Brook, hereinafter referred to as the "Incubator," and to lease space in such facility for emerging high technology enterprises to promote such enterprises; and

WHEREAS Landlord believes that leasing space to Tenant shall advance the goals of the Incubator;

WHEREAS Landlord and Tenant entered into a certain Lease Agreement (the “Original Lease”) dated the 14^th of June, 2013 to lease approximately 30,000 rentable square feet of space within and forming a part of the building known as 50 Health Sciences Drive, Stony Brook NY 11790 (the “Original Demised Premises”); and

WHEREAS the Original Lease was extended to expire on January 31, 2023;

WHEREAS the parties wish to amend and restate the Lease, clarify the parties’ rights and obligations set forth in the Lease and modify the terms of the Lease;

NOW THEREFORE, in consideration of good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto, each intending to be legally bound, Landlord hereby lets to Tenant and Tenant hereby rents from Landlord the entire building known as LIHTI 2 which shall be deemed to contain 30,000 gross rentable square feet (the “Demised Premises”) in the building known as 50 Health Sciences Drive, Stony Brook NY 11790 (the “Building”) under the following terms and conditions:

1.            Lease Term. The Lease will commence on February 1, 2023. Upon the commencement of the Lease, the Original Lease shall be deemed to have been terminated with neither party having any further obligations or liabilities thereunder. The Lease shall expire January 31, 2026 (the “Expiration Date”).

2.            Base Rent. The Base Rent is currently $42,488 per month.

LONG ISLAND HIGH TECHNOLOGY INCUBATOR, INC.

LIHTI2

3.            Late Charges. It is understood and agreed that the Base Rent shall be due the first day of each month. In the event that any payment of Base Rent shall not be received by the Landlord by the tenth (10th) day of any month, Tenant shall pay to the Landlord, as Additional Rent FIVE (5%) percent of the amount of Base Rent then due and owing.

4.             Bounced Checks. In the event that any of Tenant’s checks are returned to Landlord’s bank for insufficient funds, or for any other reason, Tenant shall pay, as additional rent, as permitted by law, a service charge of One Hundred Dollars ($100.00) for each returned check.

5.            Additional Rent. In addition to Base Rent, all other payments to be made by Tenant to Landlord shall be deemed to be, and shall become, additional rent hereunder ("Additional Rent"), whether or not the same be designated as such. Unless otherwise provided elsewhere in this Lease, Additional Rent shall be due and payable upon the earlier of ten (10) days after demand is made therefor or together with the next succeeding installment of Base Annual Rent. Landlord shall have the same remedies for failure to pay Additional Rent as for Base Rent.

6.            Security Deposit. As a substitute for the delivery of a cash Security Deposit, Tenant shall deliver an unconditional, irrevocable, standby letter of credit in the amount of $750,000.00 conforming to each the following requirements:

LONG ISLAND HIGH TECHNOLOGY INCUBATOR, INC.

LIHTI2

7.            Use. Tenant acknowledges that the purposes for which the Corporation is formed include to create an environment in which new and technologically innovative businesses can develop, and research can be translated into commercially viable high technology: to provide services to, and/or to lease, own, operate or construct incubator/research facilities on Long Island; to facilitate the design, development, construction and operation of incubator/research facilities on Long Island. Tenant shall comply with all applicable laws and regulations of governmental authorities having jurisdiction over the Demised Premises and all applicable SUNY policies and guidelines and will not take any action to disqualify Landlord’s status as set forth in Section 501(c)(3) as described at https://www.irs.gov/charities-non-profits/charitable-organizations/exemption-requirements-501c3-organizations.

8.            Utilities. Landlord shall supply all ordinary and necessary water, gas, electrical, and sewage services to Tenant and Tenant shall pay the charges for such services at the same rates charged by the local public utility companies providing such utility, or at such discounted rate as may be available to Tenant or Landlord within thirty (30) days of Tenant's receipt of a bill for the same. In addition, such services that have not been separately metered (water and sewer) may be separately metered by Landlord and Tenant agrees to pay for such services in accordance with such metering as set forth above. Should Landlord decide to separately meter the Premises, the installation, maintenance and/or repair of such meters shall be Landlord's sole responsibility and at Landlord's sole cost and expense. Tenant may avail itself of other campus services at established third-party rates. All activities of the Tenant involving the facilities and services of SBUwill be consistent with applicable policies and guidelines of SBU.

Except as otherwise expressly provided in this Lease, Landlord shall not be liable to Tenant for any loss or damage or expense which Tenant may sustain or incur by reason of any failure, inadequacy or defect in the character, quantity, quality or supply of electric current furnished to the Premises for any cause beyond Landlord's reasonable control. No diminution or abatement of Rent, Additional Rent, or other compensation shall be or will be claimed by Tenant, nor shall this Lease or any of the obligations of Tenant hereunder be affected or reduced by reason of such interruptions, stoppages or curtailments, nor shall the same give rise to a claim in Tenant's favor that such failure constitutes actual or constructive, total or partial eviction from the Premises, unless such interruptions, stoppages or curtailments have been due to the arbitrary, willful or negligent act, or failure to act, of Landlord.

LONG ISLAND HIGH TECHNOLOGY INCUBATOR, INC.

LIHTI2

9.            Notices. Any and all notices, demands or requests permitted or required to be made under this Lease shall be in writing and shall be (i) sent by registered, certified, or express United States mail, postage prepaid, (ii) sent by Federal Express or any similar service requiring a receipt, (iii) sent by email to the other party at the addresses, as applicable, set forth below, or to such other party or such other address or number within the continental United States as may have theretofore been designated in writing, or (iv) delivered by hand at the addresses set forth below.

25 Health Sciences Drive 

Stony Brook, New York 11790

With a copy to:

Forchelli Deegan Terrana, LLP

333 Earle Ovington Blvd., Suite 1010

Uniondale, NY 11553

Attn: Daniel S. Dornfeld

Applied DNA Sciences, Inc. 

50 Health Sciences Drive

Stony Brook, NY 11790

Attn: Chief Financial Officer.

With a copy to:

McDermott Will & Emery

1 Vanderbilt Avenue

New York, NY 10017

Attn: Todd Kornfeld

10.           Surrender. At the expiration of the term of its tenancy, the Tenant shall surrender the Demised Premises to the Landlord in the same condition as at the commencement of the Original Lease, excepting damage occasioned by fire, casualty, the elements, and reasonable wear and tear and subject to Section 12 below.

11.           As Is. The parties acknowledge that they are familiar with the Demised Premises and there is no work of any sort to be performed by Landlord as of the Lease commencement date and no representation or warranty by Landlord as to the fitness of the Property, or any equipment servicing the Property, or as to any use permitted herein. Any and all work to the Demised Premises necessary for Tenant to open and operate its business shall be Tenant's obligation to perform at Tenant's sole cost and expense. Tenant will indemnify and defend Landlord and save it harmless from and against any and all claims, actions, suits at law or equity, judgments, expenses, costs, liabilities, fines and debts in connection with any injury, loss or damage during any period of Tenant's Work. Tenant acknowledges that it has been permitted to use storage containers on Landlord’s property. Tenant acknowledges that it shall be permitted to continue to use the storage containers at Landlord’s discretion and it will not be permitted to use additional storage containers.

LONG ISLAND HIGH TECHNOLOGY INCUBATOR, INC.

LIHTI2

12.           No Alterations. Tenant shall have the right to make decorative alterations, such as painting, wall coverings and floor coverings without Landlord’s consent. Tenant may make no changes in or to the Premises of any nature without Landlord's prior written consent which may be withheld in Landlord’s discretion. All installations installed in the Premises at any time after the execution of the Original Lease, either by Tenant or Landlord on behalf of Tenant, shall be surrendered with the Premises (unless as to any structural alterations or other types of alterations such as chemical storage areas, radioactive areas, walk-in cold or warm rooms, changes to slab flooring, reinforcing dividing walls, installation of blow-out safety devices/windows, roof penetrations or the like and that create a permanent impediment for future use of the Premises, Landlord, by written notice to Tenant given with its consent to such alterations, elects to have them removed by Tenant, in which event the same shall be removed by Tenant at Tenant's expense upon expiration of the term of this Lease.) All installations installed in the Premises at any time after the execution of the Original Lease (excluding movable fixtures, trade fixtures, attached furniture, personal property not constituting leasehold improvements, and specialty installations), either by Tenant or Landlord on behalf of Tenant, shall, upon installation, become the property of Landlord.

13.           Mechanics' Liens. Tenant will not permit to be created or to remain undischarged any lien, encumbrance or charge arising out of any work done or materials or supplies furnished by any contractor, mechanic, laborer or materialman by or for Tenant or any mortgage, conditional sale, security agreement or chattel mortgage. If any such lien shall be filed against the Building or any part thereof, Tenant will cause the same to be discharged of record by payment, deposit, bond, order of a court of competent jurisdiction or otherwise within thirty (30) days after the filing thereof. If Tenant shall fail to cause such lien or notice of lien to be discharged within the period aforesaid, then, in addition to any other right or remedy Landlord may, but shall not be obligated to, discharge the same either by paying the amounts claimed to be due or by procuring the discharge of such lien by deposit or by bonding proceedings and in any such event Landlord shall be entitled, if Landlord so elects, to compel the prosecution of an action for the foreclosure of such lien by the lienor and to pay the amount of judgment in favor of the lienor with the interest, costs and allowances.

14.           Building Alterations and Management. Landlord shall have the right at any time without the same constituting an eviction and without incurring liability to Tenant therefore to change the arrangement and/or location of public entrances, passageways, doors, doorways, corridors, elevators, stairs, toilets or other public parts of the Building and to change the name, number or designation by which the Building may be known (collectively the “Landlord Alterations”). Landlord agrees that the Landlord Alterations shall be made upon adequate prior notice to Tenant and Landlord shall make commercially reasonable efforts to reduce any impact on Tenant’s operations at the Demised Premises. Subject to the foregoing, there shall be no allowance to Tenant for diminution of rental value and no liability on the part of Landlord by reason of inconvenience, annoyance or injury to business arising from Landlord or other Tenants making any repairs in the Building or any such alterations, additions and improvements.

15.           Right to Relocate. Intentionally Omitted.

16.           Destruction. In the event of the destruction of the Building to such a degree that Landlord shall elect to demolish or substantially renovate or rehabilitate the Building, Landlord shall have the right to terminate this Lease upon notice to Tenant.

LONG ISLAND HIGH TECHNOLOGY INCUBATOR, INC.

LIHTI2

17.           Insurance. Tenant shall, during the entire Term, keep in full force and effect a policy of public liability and property damage insurance with respect to the Property, and the business operated by Tenant in the Property, in which the limits of public liability shall not be less than the amount of $3,000,000.00 in respect of any accident or disaster for property damage, and in the amount of not less than $1,000,000.00 in respect of any injuries to any one person, and in the amount of not less than $3,000,000.00 in respect of injuries to more than one person, and such policy shall cover damage or injury occurring on the Property, as well as the sidewalk in front of the Property, an adjacent property utilized by Tenant, and all operations and activities of the Tenant including, but not limited to, the conduct of its business and making alterations and repairs. Tenant shall provide Landlord with a copy of the Certificate of Insurance naming Landlord as an additional insured.

18.           Waiver of Subrogation. Each of Landlord and Tenant hereby releases the other from any and all liability or responsibility to the other or anyone claiming through or under them by way of subrogation or otherwise for any loss or damage to property caused by fire, extended coverage perils, vandalism, malicious mischief, sprinkler leakage or any other perils insured in policies of insurance covering such property, even if such fire or other casualty shall be brought about by the fault or negligence of the other persons claiming under it, provided, however, this release shall be in effect only with respect to loss or damage occurring during such time as releaser's policies of fire and extended coverage insurance shall contain a clause to the effect that this release shall not defeat said policies or the right of releasor to recover thereunder. Each of Landlord and Tenant agrees that its fire, extended coverage and other casualty policies will include such a clause so long as the same is obtainable, and includable without extra cost; or if extra cost is chargeable, the party will advise the other of the amount thereof, and the other party may pay the same, although not obligated to do so.

19.           Maintenance of Demised Premises. Tenant shall keep the Demised Premises in good condition and repair and shall make all necessary repairs thereto and shall comply with all laws, regulations, etc. applicable thereto. Landlord shall have full access to and the right to enter the Demised Premises. Tenant shall provide Landlord with a master key and card access, where applicable, to the Demised Premises. Beginning February 1, 2023 and thereafter, Landlord shall be responsible to maintain and repair HVAC to include only those systems that were designed and installed by Landlord (see Exhibit D—Excluded Equipment), as well as the plumbing and electric systems of the Demised Premises at Landlord’s own cost and expense, excluding repairs to damage caused by the Tenant’s employees, contractors or visitors. Damages caused by Tenant’s employees, contractors and visitors shall be repaired by the Landlord or its contractors and billed to the Tenant for reimbursement. Landlord shall have the right to make improvements to the facility at its sole discretion. Tenant shall remain responsible for pest control, cleaning, maintenance and repair of walls, floors, ceilings, doors, painting and finishes. Landlord agrees that any maintenance under this Section 19 shall be made upon adequate prior notice to Tenant and Landlord shall make commercially reasonable efforts to reduce any impact on Tenant’s operations at the Demised Premises.

20.           Indemnification. Tenant covenants and agrees to indemnify and save and hold harmless Landlord from and against any and all claims and demands arising from any accident, injury or other occurrence in or about the Demised Premises or from Tenant's failure to comply with the terms and conditions of this Lease (including without limitation reasonable attorney's fee and costs). The provisions of this Section shall survive the termination of this Lease. Notwithstanding the foregoing, Tenant shall not be obligated to indemnify Landlord against any liability or expense to the extent it is ultimately determined that the same was caused by the sole negligence or willful misconduct of Landlord, its agents, contractors, or employees.

LONG ISLAND HIGH TECHNOLOGY INCUBATOR, INC.

LIHTI2

21.           Environmental.

LONG ISLAND HIGH TECHNOLOGY INCUBATOR, INC.

LIHTI2

22.           Assignment and Subletting. Tenant shall not assign, mortgage or encumber this Lease and shall not sublet or suffer or permit the Demised Premises or any part thereof to be used by others. Tenant agrees that a sale of 50% or more of equity in Tenant’s company, or a merger or acquisition of Tenant’s equity interests into a different entity shall constitute an assignment.

23.           No Waiver or Set–Off. All rent, additional rent, and rent adjustments payable in this Lease shall be made without any deduction or set-offs whatsoever. If there is dispute regarding the amount of rent, Tenant’s sole remedy will be to bring a breach of contract action in a court of competent jurisdiction. The obligation of the Tenant with respect to the payment of Rent due hereunder shall survive the expiration or termination of this Lease. The receipt of any amount of rent or additional rent other than that originally reserved herein or that which may become payable under the terms of this lease, shall not operate as a waiver of any of Landlord's rights or as an accord and satisfaction and Landlord may collect any sums without prejudicing its right and may apply same on account of any balances due in its own discretion.

24.           Subordination, Attornment, Power of Attorney. Tenant agrees that this Lease and Tenant's interest therein shall be subordinate to any superior leases or mortgages that are now, or may hereafter be, placed upon the Property and to any and all advances to be made thereunder, and to the interest thereon, and all renewals, replacements and extensions thereof. Tenant also agrees that any mortgagee may elect to have this Lease and Tenant's interest therein constitute a prior lien to its mortgage, and in the event of such election and upon notification by such mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to such mortgage, whether this Lease is dated prior to or subsequent to the date of said mortgage. Tenant agrees that upon the request of Landlord, or any mortgagee, Tenant shall execute whatever instruments may be required to carry out the intent of this Section. Landlord agrees to make reasonable efforts to obtain a non-disturbance agreement in favor of Tenant from each mortgagee.

25.           Estoppel. Within ten (10) days after Tenant takes possession of the Premises, and from time to time thereafter within ten (10) days after request in writing therefor from Landlord, Tenant agrees to execute and deliver to Landlord, or to such other addressee or addressees as Landlord may designate (and any such addressee may rely thereon), a statement in writing in a form and substance prepared by Landlord, certifying (i) that this Lease is unamended and in full force and effect (or identifying any amendments), (ii) whether either party hereto is in default hereof (and specifying any such default), (iii) the date(s) to which Rent has been paid, and (iv) such other matters as Landlord shall reasonably request. In the event that Tenant fails to provide such statement within ten (10) days after Tenant takes possession of the Premises and from time to time thereafter within ten (10) days after Landlord's written request therefore, Tenant does hereby irrevocably appoint Landlord as attorney-in-fact of Tenant, coupled with an interest, in Tenant's name, place and stead so to do in each and every case.

LONG ISLAND HIGH TECHNOLOGY INCUBATOR, INC.

LIHTI2

26.          Default. Any one of the following shall be deemed to be an "Event of Default":

27.          Landlord’s Remedies. If an Event of Default occurs, in addition to any right Landlord may have at law or in equity including, without limitation, the right to seek injunctive relief or specific performance against the Tenant, Landlord may:

LONG ISLAND HIGH TECHNOLOGY INCUBATOR, INC.

LIHTI2

28.           Liability of Landlord. Notwithstanding anything contained in this Lease to the contrary, Tenant agrees that it shall look solely to the estate and property of Landlord in the building of which the Demised Premises is a part, subject to prior rights of any mortgagee or trustee of the Property, for the collection of any judgment (or other judicial process) requiring the payment of money by Landlord in the event of any default or breach by Landlord with respect to any of the terms, covenants and conditions of this Lease to be observed and/or performed by Landlord and no other assets of Landlord shall be subject to levy, execution or other procedures for the satisfaction of Tenant's remedies. In the event Landlord transfers this Lease, except as collateral security for a loan, upon such transfer Landlord will be released from all liability and obligations hereunder, provided that the transferee assumes the obligations of this Lease. All Tenant's property of every kind and description which may at any time be in the Demised Premises shall be kept at Tenant's sole risk, and Landlord shall not (except in the case of Landlord's negligence and through no fault of Tenant) be liable to Tenant, its agents, employees or customers, for any damage, loss, compensation, accident, or claims whatsoever resulting to Tenant or its property from the necessity of repairing any portion of the Building or property; any interruption in the use of the Property; termination of this Lease by reason of the destruction of the Property; any fire, robbery, theft, or any other casualty; any leakage in any part or portion of the Property; any water, wind, rain or snow that may leak into, or flow from part of the Property; any acts or omissions of any occupant of any space adjacent to or adjoining all or any part of the Demised Premises or any part of the building of which the Demised Premises are a part; any explosion, casualty, utility failure or malfunction, or falling plaster; the bursting, stoppage or leakage of any pipes, sewer pipes, drains, conduits, appliances or plumbing works; or any other cause whatsoever.

29.           Successors and Assignees. All rights and liabilities herein given to, or imposed upon, the respective parties hereto shall extend to and bind the respective heirs, executors, administrators, successors and assigns of the said parties. Each provision to be performed by Tenant shall be construed to be both a covenant and a condition and, if there shall be more than one Tenant, they shall all be bound jointly and severally by these provisions. No rights, however, shall inure to the benefit of any assignee of Tenant unless the assignment to such assignee has been approved by Landlord in writing as provided herein. Notwithstanding the foregoing, in the event Landlord or any successor owner shall convey or otherwise dispose of the Property, all liabilities and obligations on the part of Landlord or successor owner under this Lease occurring after such conveyance shall cease and terminate and thereupon all such liabilities and obligations shall be binding upon the new owner. No mortgagee or trustee, or assignee thereof, who succeeds to the interest of Landlord as a result of foreclosure or as a result of a deed-in-lieu of foreclosure transfer shall be liable or obligated to Tenant, or anyone claiming by or through Tenant, or bound by (i) any payment of any installment of Rent made more than thirty (30) days before the due date of such installment, (ii) any claim arising from an act or omission of or default by Landlord under this Lease or (iii) any credits, claims, setoffs or defenses against the Rent due and payable hereunder.

LONG ISLAND HIGH TECHNOLOGY INCUBATOR, INC.

LIHTI2

30.           Waiver of Trial by Jury. The parties hereby waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other on any matters whatsoever arising out of or in any way connected with this lease, the relationship of landlord and tenants, Tenant’s use of occupancy of the Demised Premises and/or any claim of injury or damage.

31.           Holdover. In the event Tenant remains in possession of the Demised Premises after the Expiration Date without the execution of a new lease or extension agreement (TIME BEING OF THE ESSENCE with respect to the Expiration Date), Tenant shall be liable to Landlord for: (i) all losses and damages which Landlord may incur by reason of such hold-over including, without limitation, attorneys' fees and disbursements and lost opportunities (and/or new leases) by Landlord to re-let the Demised Premises (or any part thereof), and Tenant shall indemnify Landlord against all claims made by any succeeding tenants against Landlord or otherwise arising out of or resulting from Tenant's failure timely to surrender and vacate the Demised Premises on the Expiration Date in accordance with the provisions hereof; and (ii) a use and occupancy in respect of the entire Demised Premises calculated with respect to an annual rate equal to the greater of (a) 200% of the Base Rent plus 1/12 of the previous year’s charges for all Additional Rent payable on a recurring basis hereunder for the last year of the Term or (b) the then fair market value of the Property, as determined by Landlord (either of which amounts Landlord and Tenant agree shall be assessed on a monthly basis and is fair and reasonable under the circumstances and is not, and shall not be deemed to be, a penalty). Tenant shall also be liable to Landlord for any payment or rent concession made or provided by Landlord to any new tenant for all or any part of the Demised Premises in order to induce such tenant not to terminate its lease with Landlord by reason of Tenant's holding-over (including, without limitation, any holdover expenses, rent, damages or liability which shall be borne by the new tenant with respect to its then-existing lease and premises at another building). In no event shall any provision hereof be construed as permitting Tenant to hold-over in possession of the Property, or any portion thereof, after the Expiration Date. All damages to Landlord by reason of such holding-over by Tenant may be the subject of a separate action and need not be asserted by Landlord in any summary proceedings against Tenant.

32.           Applicable Law. This Lease is governed by and shall be interpreted in order to be valid under New York law. Tenant agrees that: (i) any legal action or proceeding against it with respect to this Lease may be brought in Suffolk County under New York law; (ii) Tenant submits, generally and unconditionally, to the jurisdiction of that court; (iii) Tenant waives any claim that the court selected by Landlord lacks jurisdiction, is not a convenient forum, or is not the proper venue. If any provision of this Lease or the application thereof to any person or circumstance shall to any extent be invalid, the remainder of this Lease or the application of such provision to persons or circumstances other than those as to which it is held invalid shall not be affected thereby and each provision of this Lease shall be valid and enforced to the fullest extent permitted by law.

LONG ISLAND HIGH TECHNOLOGY INCUBATOR, INC.

LIHTI2

33.           Not an Offer/Merger Clause. The submission by the Landlord of this Lease shall not be construed as an offer to lease. This Lease and the exhibits, riders and/or addenda, if any attached, set forth the entire agreement between the parties. Any prior conversations or writings are merged herein and extinguished. No subsequent amendment to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed. If any provision contained in a rider or addenda is inconsistent with the provisions contained herein then the provisions contained in said rider or addenda shall supersede said provisions contained herein. The captions, numbers and index appearing herein are inserted only as a matter of convenience and are not intended to define, limit, construe or describe the scope or intent of any paragraph, nor in any way affect this Lease.

34.           Rules and Regulations. Tenant agrees to adhere to and abide by Landlord’s Rules and Regulations, attached as Exhibit C, any additional rules and regulations that may be adopted or modified by the Landlord.

List of Exhibits

Exhibit A—Description of Building

Exhibit B—Demised Premises 

Exhibit C—Rules and Regulations

Exhibit D - LIHTI 2 HVAC Equipment excluded from Landlord’s maintenance responsibilities

[signature page to follow]

LONG ISLAND HIGH TECHNOLOGY INCUBATOR, INC.

LIHTI2

IN WITNESS WHEREOF, the parties hereby set their hands this 24th day of February, 2023.