Waterford Sale Agreement, dated June 9, 2021, by and between 947 Waterford Road, LLC, and Barnum Holdings, LLC

a.    Earnest money deposit to be delivered upon signing: $10,000.00 (the “Deposit”);

b.    Upon Closing, Purchaser shall pay One Million One Hundred Ninety Thousand and 00/100 Dollars ($1,190,000.00), plus or minus any net closing adjustments, by wire transfer of immediately available funds.

a.    At the Closing, Seller shall deliver to Purchaser the following documents:

i.    duly executed Deed;

ii.    duly executed affidavit of title in form reasonably acceptable to the Title Insurer;

iii.    duly executed FIRPTA Affidavit of Seller;

iv.    all keys and security codes, if any, to the Premises;

v.    documentation to establish the due authorization of Seller’s execution and delivery of all documents contemplated by this Contract; and

vi.    such other documents and instruments as Purchaser or the Title Insurer may reasonably request to consummate the transactions contemplated by this Contract.

9.    PRORATIONS: The following items shall be prorated as of the date of closing:

a.    Real Estate Taxes based on the municipality’s tax year. Seller is responsible for any unpaid taxes for prior years;

b.    Natural gas;

c.    Metered utilities, such as water and sewer, shall be paid by the Seller through the date of closing;

d.    Purchaser and Seller shall each pay one-half of the transfer tax as required by the laws of the State of Maine in accordance with 36 M.R.S.A. § 4641-A.; and

e.    Rents and all other additional revenue received by Seller pursuant to leases of the Premises.

i.    Intentionally omitted.

12.    REPRESENTATIONS AND WARRANTIES OF PURCHASER. As an inducement to Seller to enter into this Contract, Purchaser hereby represents and warrants that:

13.    OTHER COVENANTS AND AGREEMENTS OF SELLER AND PURCHASER.

14.    INTENTIONALLY OMITTED.

18.    DEFAULT:

If to Purchaser:    Barnum Holdings, LLC

c/o Evan Coleman

With Copy to:    Thomas E. Schoening III, Esq.

Drummond & Drummond, LLP One Monument Way

Portland, ME 04101

If to Seller:    947 Waterford Road, LLC

Attn: David Noble 53 Forest Avenue

Old Greenwich, CT 06870

With a copy to:    Julianne C. Ray, Esq.

Perkins Thompson

One Canal Plaza, PO Box 426 Portland, ME 04112-0426

21.    MISCELLANEOUS

By signing below, the Purchaser agrees to purchase the Premises upon the above terms and conditions in this Contract.

Barnum Holdings, LLC

By: Evan Coleman

Its: Manager

By signing below, the Seller accepts the offer of the Purchaser and agrees to sell and deliver the premises upon the above terms and conditions in this Contract.

947 Waterford Road, LLC

David J. Noble

President

AGREEMENT OF ESCROW AGENT. Escrow Agent by executing this Contract agrees to hold the Deposit in its IOLTA account to be disbursed in accordance with the terms of this Contract.

PERKINS THOMPSON

Julianne C. Ray

Attorney

(Legal Description)

A CERTAIN LOT or parcel of land with the buildings thereon, situated in Waterford, in the County of Oxford and State of Maine, lying on the westerly side of the Pike Road, so-called, and the northerly side of the Johnson Road, so-called, bounded and described as follows:

The directions herein are based on magnetic North as of November 1974.

TOGETHER WITH the rights described in the Easement Deed of Edward K. Keiser, Jr. to Modular Properties, LLC dated December 11, 2007 and recorded in Book 4238, Page 194.

TOGETHER WITH the right to enter upon other land of Elan One, its successors and assigns, on the easterly side of the Pike Road for the purpose of laying and maintaining a water pipe or conduit leading from the herein conveyed premises to a swamp near the Morse Brook, provided, however, that immediately following any such entry for such purposes, the Grantee, its

successors and assigns, shall restore the said premises of Elan One, its successors and assigns, to the condition existing just prior to such entry.

SUBJECT TO conditions relating to the maintenance of trees and use of the premises as set forth in a certain deed from Elan One to Dale Sanborn dated April 25, 1978 and recorded in the Oxford County Registry of Deeds in Book 983, Page 298.

MEANING AND INTENDING to describe and convey and hereby conveying all those same premises described in Parcel Four in a deed from Paris Holdings, LLC to KBS Builders, Inc. dated March 31, 2014 and recorded in Book 5102, Page 215 in the Oxford County Registry of Deeds, Eastern Division.

THIS SUBLEASE AGREEMENT (the “Sublease”) is made as of the    day of June, 2021 (the “Commencement Date”), by and between KBS BUILDERS, INC., a Delaware corporation with a mailing address of 300 Park Street, Paris, Maine 04271 (“Sublessor”) with the consent of 947 WATERFORD ROAD, LLC, a Delaware limited liability company with a mailing address of 53 Forest Avenue, Old Greenwich, Connecticut 06870 (“Landlord”), and PATRIOT PRECAST, LLC, a Maine limited liability company with a mailing address of PO Box 718, Camden, Maine 04843 (“Sublessee”). The parties hereby agree as follows:

The following information and definitions are incorporated into and made a part of this Sublease:

Subleased Premises:    The “Subleased Premises” means certain land located at 947

Waterford Road in the Town of Waterford, County of Oxford, and State of Maine, and being more particularly described on Exhibit A to the Sublease, together with all improvements thereon and all rights and easements appurtenant thereto (the “Real Property”).

Term:    The “Term” or “Sublease Term” means the period commencing on the Commencement Date and ending at 5:00 p.m. on October 31, 2021, subject to adjustment and earlier termination as provided herein.

Base Rent:    Base Rent for the Subleased Premises during the Sublease Term

shall be Ten Thousand and 00/100 Dollars ($10,000.00) per month, payable on the first day of each month, pro-rated for any partial month during the Sublease Term.

Rent:    The term “Rent” means Base Rent and all other sums payable by Sublessee under this Sublease.

Taxes:    Without limiting the “net” nature of this Sublease as provided in herein, Sublessee shall pay all Taxes (as defined in this Sublease).

Permitted Use:    Subject in all events to the terms and conditions of the

Sublease, the Subleased Premises shall be used only for purposes of the production of architectural precast and cast stone products and associated administrative and general business offices of Sublessee in connection therewith.

1.    Subleased Premises. Sublessor hereby subleases to Sublessee, in consideration of the Rent to be paid by Sublessee and subject to the terms and conditions set forth herein, the Subleased Premises, which are improved with a building with area of approximately 61,000 square feet. Sublessee acknowledges that Sublessor’s rights to the Subleased Premises are as Tenant under that certain Lease Agreement dated April 3, 2019, as subsequently amended by a First Amendment to Lease dated May 22, 2019 (collectively the “Lease”), which requires

Landlord’s written consent to any sublease. Such consent has been obtained by Sublessor and a verification copy of same has been provided to Sublessee. Sublessee accepts and agrees to sublease the Subleased Premises in their “as is” condition with no warranties whatsoever.

2.    Commencement and Term. The term of this Sublease shall commence on the Commencement Date and shall be the Sublease Term, unless earlier terminated or extended by mutual agreement of the parties or as otherwise provided in this Sublease. The parties acknowledge that the Sublease Term is shorter than the term of the underlying Lease.

3.    Rent; Net Sublease.

(a)    Sublessee covenants and agrees to pay to Sublessor at its address set forth in the preamble to this Sublease or at such other place as Sublessor shall from time to time designate in writing, during the Sublease Term, the Base Rent, without holdback or set-off, in advance, commencing on the Rent Commencement Date and continuing thereafter on the first day of each calendar month during the Sublease Term. All other items of Rent shall be paid, without holdback or set-off, in accordance with the terms of this Sublease. If any payment of

Rent is received by Sublessor more than five (5) days after the date when such payment is due, a late charge of five percent (5%) of the past due payment shall be assessed, due and payable immediately and without notice.

(b)    Sublessor and Sublessee acknowledge and agree that this Sublease is

intended to constitute, and shall constitute, an absolutely “net” Sublease such that the Rent shall provide Sublessor with a “net” return for the Term, free of all expenses and charges with respect to the Subleased Premises, all of which shall be Sublessee’s responsibility. Accordingly, Sublessee shall pay as additional Rent and discharge, at the times specified herein, or if no time is specified, before failure to pay the same shall give rise to any interest or penalty or create any risk of lien or forfeiture, each and every item of expense, of every kind and nature whatsoever, foreseen or unforeseen, ordinary or extraordinary, related to or arising from the Subleased Premises, or by reason of, or in any manner connected with or arising from, the development, leasing, operation, management, maintenance, repair, replacement, use, and/or occupancy of the Subleased Premises.

4.    Tenant’s Work.

All modifications to the Subleased Premises desired by Sublessee shall be submitted to Sublessor for its approval prior to commencement of work. Such work shall be performed in a good and workmanlike manner in compliance with all applicable state and municipal building codes and ordinances.

5.    Signage.

Signage shall be built and installed at Sublessee’s sole cost and expense. The design and location of such signage shall be subject to Sublessor’s written approval prior to installation, which approval shall not be unreasonably withheld or delayed.

6.    Permitted Use; Compliance with Laws.

(a)    Sublessee agrees to use and occupy the Subleased Premises for the Permitted Use, and for no other purpose without the written consent of Sublessor, and further agrees not to use the Subleased Premises for any purpose deemed extra hazardous or not covered by insurance. Sublessee acknowledges and agrees that Sublessor shall have the right to adopt reasonable rules and regulations for the use and/or occupancy of the Subleased Premises and Sublessee agrees that it shall at all times observe and comply with such rules and regulations.

(b)    Sublessee agrees to abide by and comply with all Laws (as hereafter defined) applicable to the Subleased Premises and/or the use or occupancy of the Subleased Premises. It is the responsibility of Sublessee to determine all zoning information and secure all necessary permits, licenses, and approvals for Sublessee’s use and occupancy of the Subleased Premises. Without limiting the generality of the foregoing, Sublessee agrees to maintain in full force and effect, during the Sublease Term, at Sublessee’s cost and expense, all permits, licenses, registrations, and approvals required under applicable Laws for the use and/or occupancy of the Subleased Premises. Without limiting the “AS IS” nature of this Sublease, Sublessee

acknowledges and agrees that Sublessor has not made and is not making any representations or warranties as to the suitability of, or the ability to obtain any permits or approvals for, Sublessee’s intended use of the Subleased Premises.

(c)    As used in this Sublease, the term “Laws” means all federal, state,

municipal or similar statute, law, ordinance, regulation, rule, code, order, requirement or rule of law (including common law).

7.    Taxes.

(a)    Sublessee shall be responsible for the prompt payment of all taxes, levies, betterments, and assessments, and governmental impositions of every kind or nature, whether now existing or hereafter created, general or special, ordinary or extraordinary, foreseen or unforeseen, that may be charged, assessed, laid, levied, or imposed upon, or become a lien or liens against, the Subleased Premises or this Sublease, including any amount that Sublessor may be required to pay to any governmental authority as sales tax, gross receipt tax, or any tax of like nature specifically measured as a percentage of, or fraction of, or other factors based upon the all or any portion of the Rent payable hereunder (whether in lieu of, or in addition to the current system of real estate taxation) (all amounts payable under this Section being referred to herein as “Taxes”).

(b)    Sublessee shall pay all Taxes to Sublessor as additional Rent in estimated monthly installments. The actual amount of Taxes shall be reconciled against such estimated monthly installments annually. Within thirty (30) days of such reconciliation, Sublessor shall remit to Sublessee the amount by which the payment of estimated Taxes exceeds the actual Taxes for such annual period (provided Sublessee is not then in breach of this Sublease), or, in the event the estimated payments are not sufficient to pay the levy, Sublessee shall pay to Sublessor the amount by which the actual Taxes for such annual period exceeds the estimated payments made by Sublessee to Sublessor.

8.    Utilities.

(a)    Sublessee shall make arrangements for, and pay on or before the date the same become due, all charges for or relating to gas, oil, electricity, water, sewer, septic, telecommunications, and all other services used at or supplied to the Subleased Premises (collectively, “Utilities”).

(b)    Sublessor shall in no way be liable for any loss, expense, or damage (whether direct or indirect) that Sublessee may sustain or incur by reason of any change, failure, interference, disruption, interruption, or defect in the supply or character of any Utilities serving the Subleased Premises, regardless of its duration, or if the quantity or character of Utilities become unavailable to the Subleased Premises or no longer suitable for Sublessee’s requirements. Additionally, any such change, failure, interference, disruption, interruption, defect, unavailability, or unsuitability mentioned in this Section shall not: (i) constitute an actual or constructive eviction of Sublessee, in whole or in part; (ii) entitle Sublessee to any abatement

or diminution of Rent, or any other costs due from Sublessee pursuant to this Sublease; (iii) relieve or release Sublessee from any of its obligations under this Sublease; or (iv) entitle Sublessee to terminate this Sublease.

9.    Operation, Maintenance and Repairs.

(a)    Sublessee agrees that from and after the Commencement Date, Sublessee will keep neat and clean and maintain in good and safe order, condition and repair, and in compliance with all Laws the entirety of the Subleased Premises, including any and all alterations or improvements to the Subleased Premises occurring after the date of this Sublease. Sublessee agrees to pay the costs for cleaning and janitorial services relating to the Subleased Premises (including trash removal and trash hauling), which services shall be provided or caused to be provided by Sublessee. Sublessee shall be responsible for the plowing, shoveling, and treatment of snow and ice and all grounds keeping, including all landscaping and sweeping of pavement and other hardscaped surfaces. Sublessee shall be responsible for all items of maintenance and all repairs to and replacements (except as otherwise provided in Section 18) of all buildings and improvements and all Building Systems (as hereafter defined), and all foundations, structural supports, walls, ceilings, windows (including plate glass), siding, roof structure, roofing materials, doors, plate glass, driveways, parking areas, fences and signs located in, on or at the Subleased Premises) that the Subleased Premises may require from time to time during the Term, whether interior or exterior, structural or non-structural, ordinary or extra- ordinary, foreseen or unforeseen, all to keep the Subleased Premises in good and safe order, condition, and repairs, and in at least as good condition as the Subleased Premises are in on the Commencement Date. The term “Building Systems” means all heating systems, ventilating systems, air conditioning systems, fire alarm systems, sprinkler systems, and other life safety systems, septic systems, water supply systems (including any water treatment or filtration systems), plumbing systems, electrical systems, storm water management facilities, and all other systems located at or serving the Real Property.

(b)    Without limiting the generality of sub-section (a) of this Section, Sublessee shall procure and maintain, with qualified vendors reasonably acceptable to Sublessor, contracts providing for periodic inspections and maintenance of the heating, ventilating, and air conditioning (HVAC) systems, fire alarm, sprinkler, and life safety systems, the septic system, the crane(s) and related appurtenances in the building, at such intervals as are reasonably required by Sublessor, but in all events at least annually.

10.    Alterations, Renovations and Improvements. Sublessee shall not make any alterations, renovations or improvements to the Subleased Premises without obtaining Sublessor’s prior written consent to the plans and specifications therefor and the contractor(s) to be retained by Sublessee to perform such work, which shall not be unreasonably withheld, conditioned, or delayed in the case of cosmetic renovations that do not affect the structural elements of the improvements, the roof(s) of any buildings, or any of the Building Systems, but otherwise shall be in Sublessor’s sole discretion. Prior to any contractor or subcontractor (of any tier) providing or furnishing any labor, materials, or services in connection with any alterations, renovations, or improvements, Sublessee shall obtain and furnish to Sublessor the name and

address of each such contractor and subcontractor. In addition, prior to any such labor, materials, or services being provided or furnished, Sublessee shall furnish to Sublessor a

mechanic’s lien waiver and notice to prevent lien in a form prescribed by Sublessor, duly executed by each such contractor or subcontractor who will furnish or provide labor, materials, and/or services. Sublessee shall ensure that all such alterations, renovations and improvements are performed in a good and workmanlike and in compliance with all applicable Laws. In the event any lien is filed against the Subleased Premises in connection with or arising out of any

work performed at or materials, labor or other services supplied to the Subleased Premises, Sublessee shall cause the same to be discharged within thirty (30) days after such lien is filed. Sublessee shall indemnify and hold Sublessor harmless from and against all claims, demands, liabilities, liens, losses, costs and expenses (including reasonable attorneys’ fees) which may arise or be incurred by Sublessor as a direct or indirect result of or in connection with such alterations, renovations and improvements, and Sublessee shall be responsible for all costs, liabilities, and expenses arising out of such alterations, renovations and/or improvements. All alterations, renovations and improvements which may be made or installed by or on behalf of Sublessee upon the Subleased Premises and which in any manner are attached to the floors, walls or ceilings shall, at Sublessor’s option, remain upon the Subleased Premises, and, upon termination of this Sublease, shall be surrendered with the Subleased Premises as a part thereof without disturbance, molestation or injury, provided, however, that Sublessee’s furniture, equipment, other personal property, and trade fixtures (which, for avoidance of doubt, shall in no event include the crane(s) or related appurtenances located at the Subleased Premises) may be removed by Sublessee from the Subleased Premises upon the expiration or termination of this Sublease, subject to the provisions relating to removal thereof as provided in this Sublease. In no event shall Tenant have the right to remove the Subleased Personal Property from the Real Property.

11.    Signs. Sublessee shall have the right to maintain the existing signage at the Real Property as of the Commencement Date and shall have the right to install additional signage that does not affect the structural elements of the improvements, the roof(s) of any buildings, or any of the Building Systems, provided, however, that all signage shall be at Sublessee’s sole cost and expense, and shall comply with all applicable Laws.

12.    Surrender; Holdover. Sublessee shall vacate and surrender the Subleased Premises to Sublessor at the expiration or sooner termination of the Sublease Term and the same shall be in the same condition as Sublessee is required to maintain the same during the Sublease Term, free of all of Sublessee’s personal property except as may otherwise be provided herein, “broom clean,” and otherwise in accordance with the provisions of the Sublease. Sublessee shall have no right to holdover beyond the expiration of the Sublease Term. If Sublessee continues to occupy the Subleased Premises after the end of the Sublease Term, such continued occupancy shall be deemed a tenancy-at-sufferance even if Sublessor accepts any payment from Sublessee, but in the event that a court of competent jurisdiction deems such acceptance of a payment to constitute acceptance of “rent”, such acceptance shall create no rights in Sublessee beyond a tenancy-at- will under the terms and conditions stated herein but at a Base Rent rate equal to one hundred fifty percent (150%) of the Base Rent applicable immediately preceding the end of the Sublease Term, plus all additional Rent, until (i) Sublessee shall vacate the Subleased Premises; (ii) the

termination of the tenancy-at-will; or (iii) Sublessor shall give notice of a different rental amount. Nothing contained in this Section shall be deemed to (a) constitute consent by Sublessor to such occupancy or holdover by Sublessee; (b) confer any rights on Sublessee as more than a Sublessee-at-sufferance or, if Sublessor accepts any rental payments applicable to such period of holding over, a Sublessee-at-will; or (c) relieve Sublessee from liability for damages suffered by Sublessor as a result of such holding over.

13.    Removal of Sublessee’s Property. Sublessee’s trade fixtures, personal property,

furniture and equipment, other than those items which are to remain or which Sublessor elects to have remain at the Subleased Premises as provided in Section 10 of this Sublease, may be removed by Sublessee at the termination of this Sublease, provided (a) such removal shall not cause any material damage to any portion of the Subleased Premises, and any other damage created by such removal shall be repaired by Sublessee at Sublessee’s expense prior to the expiration of the Sublease Term to at least as good condition as existed when possession of the Subleased Premises was delivered to Sublessee; and (b) such removal shall be made before the termination of the Sublease Term.

14.    Subletting and Assignment. Sublessee shall not further assign this Sublease, in whole or in part, or sublet the Subleased Premises or any portion thereof, or encumber the interest created by this Sublease in any manner without the prior written consent of Sublessor and Landlord, which may be withheld in Sublessor or Landlord’s sole discretion. No assignment or Sublease shall operate to release Sublessee from any of its obligations under this Sublease. Each Sublease of the Subleased Premises or any portion thereof must contain a release of and waiver of claims against Sublessor and the other Releasees (as that term is defined in this Sublease), in form and content acceptable to Sublessor, and must require the Sublessee’s property insurer to issue in favor of Sublessor and the other Releasees waiver of subrogation rights endorsements to all policies of property insurance carried in connection with the Subleased Premises and the contents thereof. Every transfer by levy or sale on execution, or other legal process, every transfer in bankruptcy, every transfer by merger, consolidation, or by operation of Law, every transfer of a controlling interest in Sublessee, and every transfer under any compulsory procedure or order of court shall be deemed to constitute an “assignment” within the meaning of this Sublease. Any attempted assignment or Sublease in violation of this Section shall, at Sublessor’s option, be void and shall constitute a default under this Sublease. Consent by Sublessor to an assignment or Sublease in one instance shall not operate to release the requirement that consent from Sublessor be obtained for any further or subsequent assignment or Sublease. Sublessee shall pay all fees and expenses, including reasonable attorneys’ fees, incurred by Sublessor in connection with any proposed subletting or assignment, irrespective of whether Sublessor’s consent is in fact granted. Sublessee shall not encumber the Subleased Personal Property in any manner, including by creation of any security interest in or other pledge of or lien upon the Subleased Personal Property.

15.    Indemnification and Insurance.

(a)    Sublessee agrees to maintain in full force during the Sublease Term insurance as follows:

(i)    commercial general liability insurance, written on an occurrence basis, with a deductible in an amount not to exceed $10,000.00, and providing:

(A)    minimum limits of (y) $2,000,000.00 per occurrence with

$3,000,000.00 annual aggregate limit for bodily injury (including death) and property damage; and (z) $3,000,000.00 in the annual aggregate with respect to products and completed operations;

(B)    coverage for damages arising out of bodily injury (including death) sustained by any person or persons or arising out of damage to or destruction of property;

(C)    coverage for damages arising out of premises liability, personal injury and advertising injury;

(D)    pollution liability coverage for sudden and accidental

pollution;

(E)    for extension of such coverage to include liability for the operation of non-owned motor vehicles;

(F)    specific coverage for Sublessee’s indemnification obligations under this Sublease (but neither this provision nor such coverage shall be deemed to limit any of Sublessee’s obligations under this Sublease);

(G)    that Sublessee’s commercial general liability insurance is provided on a primary and non-contributory basis;

(H)    that Sublessor, Landlord, Landlord’s mortgagee(s) of the Subleased Premises from time-to-time (if any), and any other persons reasonably designated in writing by Sublessor from time-to-time are named as additional insureds by an endorsement provided on ISO Form 2026 (1185) or its equivalent, without modification, or such other endorsement as is acceptable to Sublessor, acting reasonably; and

(I)    for waiver of subrogation in favor of Sublessor, Landlord, Landlord’s mortgagee(s) of the Subleased Premises from time-to-time (if any), and any other persons reasonably designated in writing by Sublessor from time- to-time.

(ii)    Automobile liability insurance covering all motor vehicles owned, Subleased, or licensed by Sublessee, covering injury to or death of one or more persons or damage to or destruction of property, with a minimum limit of liability of

$3,000,000.00 for each accident.

(iii)    Workers compensation insurance in accordance with the requirements of all applicable Laws, and employers liability insurance with limits of at least $1,000,000.00, with such workers compensation insurance and employers liability insurance providing for waiver of subrogation in favor of Sublessor, Landlord,

Landlord’s mortgagee(s) of the Subleased Premises from time-to-time (if any), and any other persons reasonably designated in writing by Sublessor from time-to-time.

through (iii), above.

(v)    Special causes of loss form (also sometimes known as “all risk”) property insurance insuring, on a replacement cost basis (without any deduction for depreciation), all Subleased Personal Property and all other personal property and trade fixtures owned by or within the care, custody or control of Sublessee, with limits in an amount of not less than one hundred percent (100%) of the full replacement cost of such property, without co-insurance provisions, and with a deductible of not more than

$10,000.00, and with Sublessor (and Landlord and Landlord’s mortgagee(s) of the Subleased Premises from time-to-time) named as additional insured(s). Such policy(ies) of property insurance must insure against fire, sprinkler leakages, and earthquake, flood and collapse, and all other perils as are from time to time included in the standard special causes of loss form (also sometimes known as “all risk”) coverage;

(vi)    (Reserved);

(vii)    business interruption insurance covering all of Sublessee’s obligations under this Sublease with respect to the payment of Rent for a period of at least eighteen (18) months;

(viii)    Such other insurance policies, such other endorsements, such other deductibles, and/or such other insurance policy limits as may from time to time be reasonably required by Sublessor, provided that, at the time, such other insurance policies, endorsements, deductibles, and/or insurance policy limits are commonly carried for premises and/or buildings or improvements similar in construction, design, general location, use, operation, and occupancy to those located on or appurtenance to the Subleased Premises or for operations similar to those conducted on or from the Subleased Premises.

(b)    Without limiting the exculpatory provisions of this Sublease, each policy of property insurance maintained by Sublessee under this Sublease shall contain waivers of subrogation in favor of Sublessor, Landlord, and all other Releasees.

(c)    All insurance required to be obtained and maintained by Sublessee pursuant to this Section must be with insurers authorized to transact insurance business and cover

risks in the State of Maine and that are rated "A-" or better by A.M. Best Company, Inc. or other insurance companies of recognized responsibility acceptable to Sublessor, acting reasonably.

(d)    The policies of insurance required to be maintained by Sublessee under this Sublease shall be endorsed to require that each policy will not be cancelled or materially changed without at least thirty (30) days prior written notice to Sublessor.

(e)    Sublessee shall deliver to Sublessor copies of each policy of insurance (including all endorsements) required to be maintained by Sublessee under this Sublease or such other evidence of each such policy of insurance (and all required endorsements) as is acceptable to Sublessor, acting reasonably.

(f)    If Sublessee fails to obtain, maintain and/or pay for the insurance required by this Sublease at the times and for the amounts and duration specified herein, Sublessor has the right, but not the obligation, at any time and from time to time, to obtain such insurance and/or pay the premiums for such insurance, without limiting any other rights or remedies available to Sublessor for such failure. In such event, Sublessee shall repay Sublessor, immediately upon demand, all sums so paid by Sublessor and all costs and expenses incurred by Sublessor in connection therewith (including reasonable attorneys’ fees), all without prejudice to any other rights or remedies available to Sublessor.

(g)    Sublessor shall have the right, at any time during the Term, to elect, by giving written notice to Sublessee, to carry property insurance for the buildings and improvements located on the Subleased Premises, in which event, Sublessee shall pay to Sublessor the amount of all premiums for such property insurance procured and maintained by Sublessor with respect to the Real Property. Sublessee shall pay such amounts to Sublessor in estimated monthly installments, with the actual amount of incurred by Sublessor for such premiums being reconciled against such estimated monthly installments annually and, within thirty (30) days of such reconciliation, Sublessor remitting to Sublessee the amount by which the payment of estimated premiums exceeds the actual premiums for such annual period (provided Sublessee is not then in breach of this Sublease), or Sublessee paying to Sublessor the amount by which the actual premiums for such annual period exceeds the estimated payments made by Sublessee to Sublessor.

(h)    Sublessee acknowledges and agrees that such property insurance as Sublessor elects to purchase with respect to the Real Property shall be for the sole benefit of Sublessor and that such insurance shall not cover any personal property, trade fixtures, Subleasehold improvements, or other property or appurtenances owned by or within the care, custody, or control of Sublessee, or otherwise located in the Subleased Premises (collectively, “Sublessee’s Property”) and that in the event of damage to or loss of any of Sublessee’s Property, neither Sublessor, Landlord, its mortgagee(s) of the Subleased Premises from time-to- time (if any), nor any of the shareholders, members, directors, managers, officers, employees, or agents of Sublessor, Landlord or any such mortgagee(s) (each in the singular “Releasee”, and in the plural, “Releasees”) shall have any obligation to repair or replace the same. Notwithstanding any exception to Sublessee’s indemnification obligations under this Sublease, Sublessee does

hereby expressly release all Releasees of and from, and agrees to indemnify, hold harmless, and defend Releasees from and against, any and all claims for damages to or loss of any of Sublessee’s Property, regardless of the cause thereof, including, damage or loss due to any

Releasee’s negligence.

(i)    Sublessee shall indemnify and hold all Releasees harmless and, if requested by Sublessor, defend such Releasee(s) with counsel reasonably satisfactory to Sublessor, from and against any and all liabilities, losses, claims, causes of action, damages, costs, and expenses (including reasonable attorney’s fees) incurred by or threatened against any Releasee arising out of (i) any occurrence on the Subleased Premises or the use of the Subleased Premises by Sublessee, its employees, agents, licensees, or invitees, except to the extent caused by the negligence or willful misconduct of Sublessor (but such exception shall not apply to limit

the application of sub-section (h) of this Section); or (ii) Sublessee’s breach of any provision of this Sublease. Sublessee agrees that the foregoing agreement to indemnify, defend, and hold harmless extends to liabilities, losses, claims, causes of action, damages, costs and expenses (including reasonable attorney’s fees) arising out of claims of Sublessee’s employees without regard to any immunity, statutory or otherwise, including any immunity under the workers compensation laws of Maine or any other applicable jurisdiction, which immunity Sublessee hereby waives, but only for the purposes of Sublessee’s obligations to the Releasees under this sub-section. Sublessee’s obligations under this sub-section shall survive the termination of this Sublease.

16.    Hazardous Materials. Sublessee covenants and agrees that Sublessee will not permit any Hazardous Substances (as hereafter defined) to be stored, generated, or released from the Subleased Premises, other than Hazardous Substances incidental to Sublessee’s use, maintenance, and operation of the Subleased Premises for the Permitted Use provided that Sublessee shall store, generate, handle, and dispose of all such Hazardous Substances in full compliance with all applicable laws. Sublessee hereby covenants and agrees to indemnify, hold harmless, and, if requested by Sublessor, defend, Sublessor and Landlord from and from and against any and all demands, claims, causes, of action, losses, liabilities, damages, fines, costs, and expenses (including reasonable attorneys’ fees, court costs and clean-up costs) that may arise out of any Hazardous Substances located at or generated or released from the Subleased Premises, irrespective of whether first occurring prior to or after the Commencement Date. The

term “Hazardous Substances” means any flammables, explosives, radioactive materials, gasoline, oil, other petroleum products, lead paint, urea formaldehyde (including urea formaldehyde foam insulation), asbestos, asbestos containing materials, polychlorinated biphenyls, and any other hazardous materials, hazardous waste, hazardous matter, hazardous or toxic substances, chemical pollutants, and other materials or substances defined in or regulated by Environmental Laws. The term “Environmental Laws” means (A) the Clean Water Act; (B) the Clean Air Act; (C) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act; (D) the Toxic Substance Control Act; (E) the Resource Conservation and Recovery Act; (F) the Hazardous Materials Transportation Act; and/or (G) any similar state Laws regulating pollution or contamination of the environment The obligations of Sublessee under this Section shall survive the termination of this Sublease.

17.    Right to Enter. Sublessee agrees to permit Sublessor or its duly authorized agents to enter on the Subleased Premises during Sublessee’s normal business hours, with reasonable prior notice, to examine the condition of said Subleased Premises, exercise any rights of Sublessor under this Sublease, and/or to show the same to prospective tenants, lenders, or purchasers, provided such access to the Subleased Premises shall not unnecessarily interfere with Sublessee’s use of the Subleased Premises or the conduct of Sublessee’s business activities thereon. Notwithstanding the foregoing, Sublessor shall have the right (but not the obligation) to enter the Subleased Premises without prior notice in the event of an emergency in which prior notice is not practicable in the circumstances.

18.    Total or Partial Destruction.

(a)    In the event the improvements on the Real Property (including any Building Systems) are damaged or destroyed by fire or other peril (a “Casualty”), Sublessee shall give Sublessor notice of such Casualty as soon as reasonably possible after the Casualty. Sublessor shall have the right to elect whether to have such improvements rebuilt or restored. In the event that Sublessor elects not to have the improvements rebuilt or restored, and the nature of the Casualty is such as would, absent such rebuilding or restoration, materially impair Sublessee’s ability to use and occupy such Subleased Premises in substantially the same manner as they were used prior to the Casualty, this Sublease shall terminate effective as of the date of the Casualty. In the event that Sublessor elects to have the improvements rebuilt or restored, this Sublease shall remain in effect without reduction or abatement of Rent, and the following provisions shall apply:

(i)    Sublessor shall, with reasonable promptness rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements, provided, however, that in no event shall Sublessor be obligated to expend for any such rebuilding or restoration an amount in excess of the insurance proceeds actually collected by Sublessor on account of the Casualty, less the costs and expenses (including reasonable attorneys’ fees) incurred by Sublessor in collecting such proceeds.

(ii)    Notwithstanding the preceding clause (i), Sublessor shall have the right to elect, by giving written notice to Sublessee, to have Sublessee rebuild or restore the Subleased Premises, in which event Sublessee shall, with reasonable promptness, and in all events within twelve (12) months of the date of Sublessor’s election notice, rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements. The selection of all engineers, architects, and contractors engaged in connection with such rebuilding or restoration and all plans and specifications for such rebuilding or restoration, shall be subject to review and approval by Sublessor. In the event that Sublessor makes the election to have Sublessee rebuild or restore as provided in this clause (ii), all proceeds payable by reason of any Casualty under all applicable policies of insurance (whether Sublessee is carrying such insurance, or Sublessor has elected to do so as provided in this Sublease) shall be paid to Sublessor or its mortgagee,

and such proceeds will be held by Sublessor or its mortgagee in an interest-bearing account and, provided Sublessee is not in breach of this Sublease, shall be made available for rebuilding or restoring the improvements, and shall be paid by Sublessor (or such mortgagee) from time- to-time during the progress of construction for the costs of such reconstruction or repair, all subject to and in accordance with reasonable terms, conditions, and construction disbursement procedures specified by Sublessor and/or such mortgagee. Any excess proceeds of insurance (and accrued interest) remaining after the completion of the restoration or reconstruction of the Subleased Premises shall be paid to Sublessor.

(c)    Sublessee shall be responsible for all insurance deductibles applicable to any Casualty affecting any of the improvements on the Real Property (including Building Systems), and for all insurable deductibles applicable to any loss or destruction of or damage to any of the Subleased Personal Property.

(d)    The provisions of this Section shall be subject and subordinate to the provisions of any mortgage now or hereafter placed upon the Real Property and the requirements of any mortgagee holding such mortgage. The provisions of this Section shall also be subject and subordinate to the provisions of any security agreement now or hereafter affecting the Subleased Personal Property and the requirements of any secured party holding the security interest under such security instrument.

19.    Condemnation.

(a)    “Condemnation” means any taking of title to or any interest in the Subleased Premises or any part thereof or any other property used in connection with the Subleased Premises (including for ingress, egress, parking, septic service, water supply or other

services or utilities) by exercise of any right of eminent domain by, or by any similar proceeding or act of, any person having the power and legal authority to do so (or by purchase in lieu thereof). For the purposes of this definition, the effective date of any Condemnation shall be deemed to be the later of: (i) the date when title to the Subleased Premises or part thereof or such other property is transferred by such proceeding or act of the condemning authority, and (ii) the date when Sublessee o is no longer permitted to occupy the Subleased Premises or to use such other property.

(b)    “Substantial Condemnation” means any Condemnation that affects all or a substantial portion of the Subleased Premises or any Condemnation that has or is reasonably likely to have a materially adverse effect on any business operations then being conducted on the Subleased Premises. Sublessee may waive its right to treat as a Substantial Condemnation any Condemnation that would otherwise qualify as such.

(c)    “Insubstantial Condemnation” means any Condemnation that is not a

Substantial Condemnation.

(d)    If a Substantial Condemnation occurs, this Sublease shall terminate upon the effective date of the Substantial Condemnation.

(e)    If an Insubstantial Condemnation occurs, then this Sublease shall continue in full force and effect without reduction or abatement of Rent.

(f)    In the event of any Condemnation, Sublessor shall be entitled to receive and retain the amounts awarded for the Subleased Premises, and Sublessee shall be entitled to receive and retain any amounts which may be specifically awarded to it in any such condemnation proceedings because of its business loss or the taking of its trade fixtures, furniture, or other property.

20.    Force Majeure. In any case where either party is required to perform any act pursuant to this Sublease, except for Sublessee’s monetary obligations hereunder, the time for the performance thereof shall be extended by a period of time equal to the period of any delay caused by or resulting from an act of God, war, civil commotion, epidemic or pandemic, fire or other casualty, labor difficulties, shortages of energy or labor, government regulations, or delays caused by one party to the other, whether such period be designated by a fixed date, a fixed time, or as a reasonable date or time.

21.    Quiet Enjoyment. Sublessee, on paying the Rent and performing and observing the covenants in this Sublease, may hold and enjoy the Subleased Premises for the Term without unreasonably interference from any person claiming by, through, or under Sublessor, subject and subordinate to all provisions of this Sublease.

22.    Default.

(a)    In the event that:

(i)    Sublessee shall fail to pay when due the Rent or any other sums payable hereunder when due and such failure remains uncured for five (5) days after Sublessor delivers a default notice to Sublessee for such failure to pay rent; or

(ii)    any petition in bankruptcy shall be filed by Sublessee or any guarantor hereof or other petition or proceeding shall be filed or commenced by Sublessee or any guarantor hereof to declare Sublessee insolvent, or to delay, reduce or modify Sublessee’s or any such guarantor’s debts or obligations, or Sublessee or any such guarantor admits its inability to pay its debts, or Sublessee or any such guarantor makes an assignment for the benefit of creditors; or

(iii)    any bankruptcy petition or proceeding shall be filed against Sublessee or any guarantor hereof or to otherwise declare Sublessee or any guarantor hereof bankrupt or insolvent or to delay, reduce or modify Sublessee’s or any such guarantor’s debts or obligations or a receiver, trustee or other similar type of appointment or court appointee or

nominee is appointed for Sublessee or any such guarantor or any of the property of Sublessee or any such guarantor, and such petition, appointment or proceeding is not dismissed within sixty

(60) days after it is commenced; or

(iv)    the Subleasehold interest of Sublessee is levied upon or attached by process of law, including the filing of any mechanic’s lien, and such levy, lien, or attachment is not dissolved within thirty (30) days after it is made; or

(v)    Sublessee shall abandon the Subleased Premises during the

Sublease Term; or

(vi)    Sublessee shall assign this Sublease or sublet any portion of the Subleased Premises, or attempt to do either of the foregoing, in violation of this Sublease; or

(vii)    Sublessee violates or fails to observe or comply with any laws applicable to the Subleased Premises, Sublessee’s use thereof, or Sublessee’s operations, activities or conduct of business at or from the Subleased Premises; or

(viii)    any other event, occurrence, act, or omission described in any provision of this Sublease as constituting a “default” or an “Event of Default” occurs;

(ix)    Sublessee shall neglect or fail to perform or observe any of the other covenants, terms, provisions or conditions contained in this Sublease and, if the neglect or failure is capable of being cured, such neglect or failure continues for more than thirty (30) days after written notice thereof (provided, however, that if such neglect or failure is capable of being cured, but is not capable of being cured within said thirty (30) day period, then Sublessee shall have such additional period of time, not to exceed an additional sixty (60) days, as is reasonably necessary to cure the same provided Sublessee commences to cure within said thirty (30) day period and diligently and continuously prosecutes the cure to completion);

then, and in any of said cases (notwithstanding any license of any former breach of covenant or waiver of the benefit hereof or consent in a former instance), and without limitation of any other remedies that might be available to Sublessor under this Sublease, at law, or in equity, Sublessor lawfully may, immediately or at any time thereafter, terminate this Sublease by sending written notice of termination to Sublessee, or, subject to compliance with applicable Laws, enter into and upon the Subleased Premises or any part thereof in the name of the whole and repossess the same as of its former estate, and expel Sublessee and those claiming through or under it and remove it or their effects without being deemed guilty of any manner of trespass, in each case without prejudice to any rights or remedies which might otherwise be available to Sublessor for collection of Rent and other damages for breach of covenant, and upon entry as aforesaid or upon sending of such notice, this Sublease shall terminate.

(b)    Without limiting other remedies of Sublessor at law or in equity for any breach of or on account of termination of this Sublease, Sublessee covenants that in case of such termination under sub-section (a) of this Section, Sublessee shall pay to Sublessor the unpaid Rent owed to Sublessor through the time of termination, plus interest thereon at the rate of 18%

per annum from the date the same was due until paid; and (ii) at the election of Sublessor, either:

(1)    the present value of a sum which, at the time of such termination of this Sublease is equal to (A) the aggregate of the Rent which would have been payable by Sublessee for the period commencing upon such termination of this Sublease and continuing through the date this Sublease would have terminated had there been no default by Sublessee; minus (B) the fair market rental value of the Subleased Premises (after deducting reasonable projections for Sublessor’s costs and expenses of re-letting the Subleased Premises, including advertising expenses, brokerage commissions, reasonable attorneys’ fees, and commercially reasonable costs of repairing, renovating, or otherwise altering the Subleased Premises to suit the new Sublessee); or

(2)    for the period of time commencing upon such termination of this Sublease and continuing through the date this Sublease would have terminated had there been no default by Sublessee hereunder, the difference, if any, between the Rent which would have been due had there been no such termination and the amount being received by Sublessor as rent from a replacement Sublessee of Subleased Premises, if any. In addition, Sublessee shall pay to Sublessor all costs and expenses of such re-letting, including advertising expenses, brokerage commissions, reasonable attorneys’ fees, and commercially reasonable costs of repairing, renovating, or otherwise altering the Subleased Premises to suit the new Sublessee.

(c)    If Sublessee shall default in the performance or observance of any covenant, agreement, or condition in this Sublease contained on its part to be performed or observed and shall not cure any such default as provided herein, Sublessor may, at its option, without waiving any claim for damages or any other right or remedy for breach of this Sublease, at any time thereafter, cure such default. Any amount paid or any liability incurred by Sublessor in so doing shall be deemed paid or incurred for the account of Sublessee, and Sublessee agrees to immediately reimburse Sublessor therefor, as additional Rent.

(d)    Sublessee shall pay all reasonable attorneys’ fees incurred by Sublessor in connection with the enforcement of Sublessee’s obligations under this Sublease.

(e)    Sublessor shall in no event be in default in the performance of any of its obligations hereunder unless and until Sublessor shall have failed to perform, or failed diligently to attempt to perform, such obligations within thirty (30) days or such additional time as is reasonably required to correct any such default after notice by Sublessee to Sublessor properly specifying wherein Sublessor has failed to perform any such obligation.

(f)    In no event shall Sublessor be liable to Sublessee for incidental, consequential, or punitive damages in connection with any matter arising out of this Sublease or the Subleased Premises. Without in any way limiting or impairing the effect of the other provisions of this Sublease, Sublessee shall neither assert nor seek to enforce any claim arising out of this Sublease or out of the use or occupancy of the Subleased Premises against Sublessor, its shareholders, directors, officers, employees, or agents, or any of its or their assets other than

23.    Sale or Mortgage; Estoppel; Subordination.

(a)    Nothing contained in this Sublease shall limit Sublessor’s right to sell, mortgage, or otherwise encumber its fee interest in the Subleased Premises, or affect Sublessor’s right to assign this Sublease or the Rent payable under this Sublease, whether as further security under a fee mortgage or otherwise. Any such assignment of this Sublease or of the Rent payable under this Sublease shall be honored by Sublessee.

(b)    In the event Sublessor shall sell, transfer, or otherwise convey the Subleased Premises, Sublessor, upon the written assumption by the transferee of the obligations arising hereunder after the date of such transfer, shall be entirely freed and relieved of all covenants and obligations of Sublessor hereunder. Nothing in the preceding sentence shall be construed to impair Sublessee’s interest under this Sublease so long as Sublessee performs and observes the covenants and terms of this Sublease on its part to be performed and observed.

(c)    This Sublease shall, at Sublessor’s or Landlord’s option, be subordinate to any ground Sublease, mortgage, deed of trust, or any other hypothecation or security now or hereafter placed upon the Subleased Premises, and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof. Notwithstanding such subordination, Sublessee’s right to quiet possession of the Subleased Premises shall not be disturbed if Sublessee is not in default and so long as Sublessee shall pay the Rent and observe and perform all of the provisions of this Sublease. If any mortgagee, trustee, or ground lessor shall elect to have this Sublease made prior to the lien of its mortgage, deed of trust or ground Sublease, and shall give written notice thereof to Sublessee, this Sublease shall be deemed prior to such mortgage, deed of trust, or ground Sublease, whether this Sublease is dated prior to or subsequent to the date of said mortgage, deed of trust, or ground Sublease or

the date of recording thereof. Sublessee agrees to execute any documents required to effectuate an attornment, a subordination, or to make this Sublease prior to the lien of any mortgage, deed of trust or ground Sublease, as the case may be. Sublessee’s failure to execute such documents within ten (10) days after written demand shall constitute an Event of Default by Sublessee hereunder.

(d)    At any time, and from time to time, upon the written request of Sublessor, Landlord, or any mortgagee or prospective purchaser of the Subleased Premises, Sublessee, within ten (10) business days after such written request, agrees to execute, acknowledge and deliver to Sublessor, Landlord and/or such mortgagee, without charge, an estoppel certificate which shall contain (i) a certification that this Sublease is unmodified and in full force and effect or, if modified, a statement of the nature of any such modification and a certification that this Sublease, as so modified, is in full force and effect; (ii) a certification of the date to which the Rent payable by Sublessee are paid (including any payments in advance); (iii) a certification that Sublessee is not in default hereunder and that there are not, to Sublessee’s knowledge, any uncured events of default on the part of Sublessor or Landlord hereunder, or a specification of such events of default if any are claimed by Sublessee; and (iv) such other commercially reasonable certifications as are identified in such request. Sublessee’s failure to deliver such estoppel certificate within the time frame set forth above shall, at Sublessor’s or Landlord’s

option, constitute an Event of Default hereunder and shall, at Sublessor’s option, be conclusive proof that this Sublease is in full force and effect without modification except as may be represented by Sublessor, that there are no uncured defaults in Sublessor’s performance of Sublessor’s obligations under this Sublease, and that not more than one month’s Rent has been paid in advance.

(e)    If Sublessor or Landlord desires to finance, refinance, or sell the Subleased Premises, Sublessee hereby agrees to deliver to any lender or purchaser designated by Sublessor or Landlord, and cause any guarantor to so deliver, such financial statements and other financial information pertaining to Sublessee and such guarantor as may be reasonably required by such lender or purchaser. Sublessee’s failure to provide such information or cause such information to be provided within ten (10) days after written demand shall constitute an Event of Default by Sublessee hereunder.

24.    Notices. Any notice, request, demand, approval or consent given or required to be given under this Sublease shall be, unless otherwise stated, in writing and shall be deemed to have been given (i) when hand delivered to the other party; or (ii) on the day on which the same shall have been mailed by United States registered or certified mail, return receipt requested, with all postage prepaid, or by Federal Express or similar nationally-recognized overnight courier service that provides evidence of delivery, to the address of the party to receive such notice as set forth in the preamble hereof, provided that either party may, by such manner of notice, add or substitute one or more persons or addresses for provision of such notice.

25.    Sublessee Representations.

(a)    Neither Sublessee nor any key personnel of Sublessee nor any of Sublessee’s underlying beneficial owners have engaged in any dealings or transactions, directly or indirectly, (i) in contravention of any U.S., international or other anti-money laundering regulations or conventions, including without limitation the United States Bank Secrecy Act, the United States Money Laundering Control Act of 1986, the United States International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, Trading with the Enemy Act (50 U.S.C. §1 et seq., as amended), any foreign asset control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 and the regulations promulgated thereunder (collectively, the “Patriot Act”), or any order issued with respect to anti-money laundering by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”); or (ii) in contravention of Executive Order No. 13224 issued by the President of the United States on September 24, 2001 (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), as may be amended or supplemented from time to time (“Executive Order 13224”); or (iii) on behalf of terrorists or terrorist organizations, including those persons or entities that are included on any relevant lists maintained by the United Nations, North Atlantic Treaty Organization, Organization of Economic Cooperation and Development, OFAC, Financial Action Task Force, U.S. Securities & Exchange Commission, U.S. Federal Bureau of Investigation, U.S. Central Intelligence Agency, U.S. Internal Revenue Service, or any country

or organization, all as may be amended from time to time.

(b)    Neither Sublessee nor any key personnel of Sublessee nor any of the underlying beneficial owners of Sublessee is or will be a person or entity (i) that is listed in the Annex to or is otherwise subject to the provisions of Executive Order 13224; or (ii) whose name appears on OFAC’s most current list of “Specially Designated Nationals and Blocked Persons,” (which list may be published from time to time in various mediums including, but not limited to, the OFAC website, http:www.treas.gov/ofac/t11sdn.pdf); or (iii) who commits, threatens to commit or supports “terrorism”, as that term is defined in Executive Order 13224; or (iv) who has been associated with or is otherwise affiliated with any entity or person listed above.

26.    Miscellaneous Provisions.

(a)    Invalidity of Particular Provisions. If any term or provision of this Sublease, or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Sublease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Sublease shall be valid and be enforced to the fullest extent permitted by applicable Laws.

(b)    Governing Law. This Sublease, and all claims or causes of action (whether arising in contract, in tort, or by statute) that may be based upon, arise out of or relate to this Sublease, shall be governed by and enforced in accordance with the internal laws of the State of Maine, including its statutes of limitations, without regard or reference to conflicts of law principles.

(c)    Interpretation. Whenever the word “include,” “includes,” or “including” is used in this Sublease, it is deemed to be followed by the words “without limitation.” The

terms “this Sublease,” “hereof,” “herein,” “hereby,” “hereunder” and similar expressions refer to this Sublease as a whole and not to any particular section of this Sublease unless the context otherwise requires. The word “person” includes any individual, corporation, firm, association, partnership (general or limited), joint venture, limited liability company, trust, estate or other legal entity. The section and sub-section headings throughout this instrument are for convenience and reference only, and the words contained therein shall in no way be held to explain, modify, amplify, or aid in the interpretation, construction, or meaning of the provisions of this Sublease. Whenever in this Sublease provision is made for the doing of any act by any party, it is understood and agreed that said act shall be done by such party at its own cost and expense, unless a contrary intent is expressed.

(d)    Entire Agreement; Binding Effect. All negotiations, considerations, representations, and understandings between Sublessor and Sublessee are incorporated herein and may be modified or altered only by agreement in writing between Sublessor and Sublessee, and no act or omission of any employee or agent of Sublessor shall alter, change, or modify any

of the provisions hereof. All rights, obligations and liabilities contained herein given to, or imposed upon, Sublessor and Sublessee shall extend to and bind the several respective administrators, trustees, receivers, legal representatives, successors, heirs and permitted assigns of Sublessor and Sublessee. If the “Sublessee” under this Sublease consists of more than one person or entity, each such person and/or entity shall be bound jointly and severally by the terms, covenants and agreements herein and jointly and severally liable for all obligations arising hereunder.

(f)    Recording; Notice of Sublease. Sublessor and Sublessee agree that this Sublease shall not be recorded. The parties agree that at the request of either party, they will execute, acknowledge, and deliver a notice or memorandum of this Sublease in recordable form for recording in the Oxford County Registry of Deeds. The requesting party shall bear the expense of recording such notice or memorandum. The Memorandum of Sublease shall not be construed to vary the terms and conditions hereof. Sublessor and Sublessee also agree that, upon the request of either party, they will execute, acknowledge, and deliver a commercially reasonable instrument in recordable form with respect to the termination date of this Sublease.

(g)    Timeliness of Sublessor’s Notices. Sublessor’s failure during the Sublease Term to prepare or deliver any of the statements, notices, or bills, or invoices for any sum payable by Sublessee under this Sublease shall not in any way cause Sublessor to forfeit or surrender its rights to collect any amount that may have become due and owing from Sublessee during the Sublease Term.

(h)    Waiver of Jury Trial. Sublessee, for itself and its heirs, successors, and assigns, does hereby WAIVE THE RIGHT TO A TRIAL BY JURY in any action or proceeding based upon, or related to, the subject matter of this Sublease. This waiver is knowingly, intentionally, and voluntarily made by Sublessee and Sublessee acknowledges that neither Sublessor nor any person acting on behalf of Sublessor has made any representations of fact to induce this waiver of trial by jury or in any way to modify or nullify its effect. Sublessee further acknowledges that it has been represented (or has had the opportunity to be represented) in the signing of this Sublease and in the making of this waiver by independent legal counsel, selected of its own free will, and that it has had the opportunity to discuss this waiver with counsel. Sublessee further acknowledges that it has read and understands the meaning and ramifications of this waiver provision.

(i)    Brokerage. Sublessor represents and warrants to Sublessee that it has employed no brokers, agents, or consultants with respect to this transaction, and Sublessor shall be solely responsible for the Broker’s fee. Sublessor agrees to indemnify and hold Sublessee harmless from any claim by any broker or agent claiming compensation in respect of this transaction alleging an agreement with Sublessor. Sublessee represents and warrants to Sublessor that it has employed no brokers, agents, or consultants with respect to this transaction, and Sublessee agrees to indemnify and hold Sublessor harmless from any claim by any broker or

agent claiming compensation in respect of this transaction alleging an agreement with Sublessee. The obligations under this Section 26(i) shall survive the consummation of the transaction contemplated hereby.

27.    Additional Provisions Pertaining to Subleased Personal Property.

(a)    Without limiting any other provision of this Sublease, Sublessee agrees that (i) title to the Subleased Personal Property shall remain vested in Landlord; (ii) Sublessee will not represent to any party that Sublessee has title to the Subleased Personal Property; (iii) the Subleased Personal Property may not be used as collateral to secure any obligations of Sublessee to any party; (iv) Sublessee will not allow the Subleased Personal Property to become encumbered in any way whatsoever; and (v) Sublessee will not remove the Subleased Personal Property from the Real Property without the written consent of Landlord and Sublessor. Sublessee agrees that Landlord may file any financing statements or other documents Landlord deems reasonably necessary or desirable to protect or enforce its rights and interest in the Subleased Personal Property and Sublessee agrees to execute such documents as Landlord reasonably requests in connection therewith. In the event any of the Subleased Personal Property is lost, stolen, damaged, or destroyed, Sublessee will be responsible for the full replacement of the same.

(b)    THE SUBLEASED PERSONAL PROPERTY IS BEING

28.    Multiple Counterparts. This Sublease may be executed in multiple counterparts, each of which will constitute an original, and all of which, taken together, will constitute a single instrument.

IN WITNESS WHEREOF, Sublessor and Sublessee have caused this Sublease to be executed by their duly authorized undersigned representatives as an instrument under seal as of the day and year first written above.

WITNESS:    SUBLESSOR:

SUBLESSEE:

LANDLORD:

By:         Printed Name:          Its:         

A CERTAIN LOT or parcel of land with the buildings thereon, situated in Waterford, in the County of Oxford and State of Maine, lying on the westerly side of the Pike Road, so-called, and the northerly side of the Johnson Road, so-called, bounded and described as follows:

The directions herein are based on magnetic North as of November 1974.

TOGETHER WITH the rights described in the Easement Deed of Edward K. Keiser, Jr. to Modular Properties, LLC dated December 11, 2007 and recorded in Book 4238, Page 194.

TOGETHER WITH the right to enter upon other land of Elan One, its successors and assigns, on the easterly side of the Pike Road for the purpose of laying and maintaining a water pipe or conduit leading from the herein conveyed premises to a swamp near the Morse Brook, provided, however, that immediately following any such entry for such purposes, the Grantee, its successors and assigns, shall restore the said premises of Elan One, its successors and assigns, to the condition existing just prior to such entry.

SUBJECT TO conditions relating to the maintenance of trees and use of the premises as set forth in a certain deed from Elan One to Dale Sanborn dated April 25, 1978 and recorded in the Oxford County Registry of Deeds in Book 983, Page 298.

MEANING AND INTENDING to describe all those same premises described in Parcel Four in a deed from KBS Builders, Inc. to 947 Waterford Road LLC by deed dated April 2, 2019 and recorded in Book 5456, Page 865 in the Oxford County Registry of Deeds, Eastern Division.

(4) DEMAG 14-TON TOP RIDING OVERHEAD BRIDGE CRANES, 55’ SPAN, WITH DEMAG 14-TON HOIST, S/N’S: 94005; 94006; 94007; 94008

(2) DEMAG 10-TON TOP RUNNING OVERHEAD BRIDGE CRANES, 75” SPAN, EACH WITH (1) 10-TON DEMAG HOIST, S/N’S: 93358; 93359

(2)    MASS CRANE & HOIST 3-TON CAPACITY SINGLE GIRDER TOP RUNNING

OVERHEAD CRANES, 55’ SPAN, EACH WITH (1) 3-TON SPACEMASTER HOIST, S/N’S: 042684; 042684

(3)    WRIGHT 5-TON OVERHEAD BRIDGE CRANES, 55’ SPAN, CAB DRIVEN, WITH 5- TON HOIST (NOT OPERATIONAL)

    

9.    Miscellaneous.

(d)    Escrow Agent shall be entitled to any out-of-pocket costs for its services performed

hereunder.

If to Buyer:    Barnum Holdings, LLC

P.O. Box 718 Camden, ME 04843

With Copy to:    Thomas E. Schoening III, Esq.

Drummond & Drummond, LLP One Monument Way

Portland, ME 04101

If to Seller:    947 Waterford Road, LLC 53 Forest Avenue

Old Greenwich, CT 06870

with a copy to:    Perkins Thompson

One Canal Plaza, 9th Floor Portland, ME 04101

Attn: Julianne C. Ray, Esq.

If to Escrow Agent:    Perkins Thompson

One Canal Plaza, 9th Floor Portland, ME 04101

Attn: Julianne C. Ray, Esq.

(f)    This Agreement shall be governed by, and construed in accordance with, the laws of the State of Maine.

IN WITNESS WHEREOF, the undersigned parties have executed this Escrow Agreement as of the Effective Date.

BARNUM HOLDINGS, LLC

By: /s/ Evan Colman

Evan Coleman

Title:     

947 WATERFORD ROAD, LLC

By: /s/ David J. Noble    

David J. Noble

President

PERKINS THOMPSON

By: /s/ Julianne C. Ray    

Julianne C. Ray

Attorney