State of ____________ Rev.

133C58E

GROUND LEASE AGREEMENT

This Ground Lease Agreement (this “Agreement”) is entered into as of the ____ day of
_______________, 20___, (the “Effective Date”) by and between __________________________,
an individual located at ______________________ (“Landlord”) and ______________, an individual
located at ____________________ (“Tenant”). Each Landlord and Tenant may be referred to in this
Agreement individually as a “Party” and collectively as the “Parties.”

WHEREAS Landlord owns and desires to lease to Tenant, and Tenant desires to lease, the Site (as
defined herein); and

WHEREAS Landlord and Tenant wish to enter into this Agreement for the lease of the Site for use by
Tenant as per the terms of this Agreement.

NOW, THEREFORE for good and valuable consideration stated herein, the sufficiency of which is
hereby acknowledged, the Parties agree as follows:

1. Agreement to Lease. Landlord agrees to lease to Tenant and Tenant agrees to lease from
Landlord, according to the terms and conditions set forth herein, the real estate described in Exhibit A
attached hereto (the “Site”).

2. Purpose. The Site may be used and occupied only for the following purpose (the “Permitted Use”):
__________________. Nothing herein shall give Tenant the right to use the Site for any other
purpose without the prior written consent of Landlord. Landlord makes no representation or warranty
regarding the legality of the Permitted Use, and Tenant will bear all risk of any adverse change in
applicable laws.

3. Term. This Agreement will be for a term beginning on _______________ and ending on
______________ (the “Term”). The Parties hereto may elect to extend this Agreement upon such
terms and conditions as may be agreed upon in writing and signed by the Parties at the time of any
such extension.

4. Rent. Tenant will pay Landlord rent in advance on the Effective Date in the amount of $________.

5. Late Fee. Rent paid after the ___ day of each month will be deemed as late; and if rent is not paid
within ___ days after such due date. Tenant agrees to pay a late charge of $_____.

6. Additional Rent. There may be instances under this Agreement where Tenant may be required to
pay additional charges to Landlord. All such charges are considered additional rent under this
Agreement and will be paid with the next regularly scheduled rent payment.  Landlord has the same
rights and Tenant has the same obligations with respect to additional rent as they do with rent.  

7. Security Deposit. Upon signing this Agreement, Tenant will pay a security deposit in the amount of
__________ to Landlord. The security deposit will be retained by Landlord as security for Tenant’s
performance of its obligations under this Agreement. If Tenant does not comply with any of the terms
of this Agreement, Landlord may apply any or all of the security deposit to remedy the breach,
including to cover any amount owed by Tenant and/or any damages or costs incurred by Landlord
due to Tenant’s failure to comply. Within ___ days after the termination of this Agreement, Landlord
will return the security deposit to Tenant (minus any amount applied by Landlord in accordance with
this section). Any reason for retaining a portion of the security deposit will be explained in writing. The
security deposit will bear interest while held by Landlord in accordance with applicable state laws
and/or local ordinances.

8. Taxes. Tenant shall pay all taxes or assessments which are levied or charged on the Site during
the Term.

9. Utilities. Tenant shall pay the cost of all utility services during the Term, including but not limited to
gas, water, and electricity used on the Site.

10. Delivery of Possession. Landlord will deliver exclusive and lawful possession of the Site to
Tenant on the start date of the Term. In the event Landlord is unable to give possession of the Site to
Tenant on such date, Landlord will not be subject to any liability for such failure, the validity of this
Agreement will not be affected, and the Term will not be extended. Tenant will not be liable for rent
until Landlord gives possession of the Site to Tenant; provided however, that if Landlord does not give
possession of the Site to Tenant within ___ days from the start of the Term, Tenant may cancel this
Agreement by notice in writing to Landlord.

11. Holdover Tenancy. Unless this Agreement has been extended by mutual written agreement of
the Parties, there will be no holding over past the Term under the terms of this Agreement under any
circumstances. If Tenant does retain possession past the Term, Tenant shall pay ___% of the then
applicable rent computed on a monthly basis for each month or portion thereof during such holdover.
In addition, Tenant shall be liable for any damages incurred by Landlord as a result of the holdover.

12. Condition of the Site. Tenant has examined the Site and accepts the Site in its current condition
“AS IS” and “WITH ALL FAULTS.” EXCEPT AS EXPRESSLY SET FORTH HEREIN, LANDLORD
MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OR ARISING BY
OPERATION OF LAW, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF FITNESS FOR A
PARTICULAR PURPOSE, MERCHANTABILITY, HABITABILITY, SUITABILITY, OR CONDITION.
Tenant acknowledges that Tenant has not relied on any representations or warranties by Landlord in
entering this Agreement.

13. Use of the Site. Tenant agrees to use the Site only for the Permitted Use and will not commit
waste upon the Site. Tenant will, at its sole expense, maintain the Site in good repair and make all
necessary repairs thereto. Tenant will not use the Site for any unlawful purpose or in any manner that
will materially harm Landlord’s interest in the Site.

14. Improvements and Alterations. Tenant may make improvements, alterations, additions, or other
changes to the Site without the written approval of the Landlord. Tenant agrees that any construction
will be performed in a good and workmanlike manner and will comply with all applicable laws. All
improvements, alterations, additions, or other changes to the Site shall become the property of
Landlord upon the termination of this Agreement. Tenant shall have the right to erect any sign related
to its business.

15. Leasehold Mortgage. Tenant has the right to grant a mortgage, deed of trust, or other security
instrument in Tenant’s interest to the Site created by this Agreement (the “Leasehold Mortgage”) to
secure repayment of a loan made to Tenant to finance construction of any improvements made to the
Site during the Term.

16. No Mechanics Lien. Tenant will not permit any mechanics or other liens to be filed against
Landlord’s interest to the Site as a result of any work performed for or obligations incurred by Tenant.
Tenant will indemnify Landlord for any liability, cost, or expense, including attorney’s fees, in the event
any such lien is filed.
17. Permits and Approvals. Tenant will be responsible for obtaining all licenses, permits, and
approvals required by any federal, state or local authority in connection with its use of the Site.
Landlord will cooperate with Tenant and provide the necessary documents to obtain such licenses,
permits, and approvals.

18. Compliance with Laws. Tenant covenants and agrees to comply with all federal, state and local
laws, regulations and ordinances affecting the Site and use of the Site, including applicable
environmental laws. In addition, Tenant will comply with all requirements necessary to keep in force
fire and liability insurance covering the Site.

19. Hazardous Substances. Tenant will not keep or store on the Site any item of a dangerous,
flammable, or explosive character that might unreasonably increase the danger of fire or explosion on
the Site or that might be considered hazardous or extra hazardous by any responsible insurance
company.

20. Insurance. At all times during the Term, Tenant will maintain insurance for the Site covering:

A. Property Insurance. Property insurance covering all of Tenant’s improvements, equipment,

and other personal property located on the Site.
B. General Liability. Commercial liability insurance covering bodily injury, death, or property
damage in an amount not less than $________________ per occurrence.
C. Workers’ Compensation. Workers’ compensation and employee insurance in an amount not
less than $____________, or as required by law.
D. Automobile Insurance. Automobile liability insurance in an amount not less than
$_____________.

All insurance policies, other than worker’s compensation, shall name Landlord as an additional
insured or interested party. Tenant will provide Landlord certificates evidencing the required insurance
policies prior to the start date of the Term.

21. Waiver of Subrogation. Landlord and Tenant each waive any and all claims or rights to recovery
against the other Party for any loss or damage to the extent such loss or damage is covered by
insurance or would be covered by insurance as required under this Agreement. Landlord and Tenant
will cause each insurance policy carried by Landlord or Tenant relating to the Site to include or allow a
full waiver of any subrogation claims.

22. Indemnification. To the extent permitted by law, Tenant agrees to indemnify, defend, and hold
harmless Landlord from any and all claims, actions, liabilities, suits, demands, damages, losses, or
expenses, including attorneys’ fees, arising out of or relating to (i) Tenant’s use and occupancy of the
Site, (ii) any work done by or on behalf of Tenant on the Site, (iii) Tenant’s negligence or willful
misconduct, and/or (iv) Tenant’s breach or default of any of the terms of this Agreement, provided
however, Tenant’s obligations under this section shall not extend to any claims actions, liabilities,
suits, demands, damages, losses, or expenses arising from the sole negligence or willful misconduct
of Landlord.

23. Access to Site. Landlord or its agents may have access to the Site at reasonable times to inspect
the Site, to make any necessary repairs, to show the Site to prospection lenders or buyers, and as
otherwise needed to perform its obligations under this Agreement.

24. Default. The following shall each constitute an “Event of Default” by Tenant:

A. Tenant fails to make any required payment due under this Agreement.
 B. Tenant fails to perform any obligation or condition or to comply with any term or provision of
this Agreement.
C. Tenant files a petition for bankruptcy, reorganization or similar relief, or makes an assignment
for the benefit of creditors.

25. Termination by Landlord. Upon the occurrence of an Event of Default by Tenant which
continues for a period of ____ days after receiving written notice of the default from Landlord,
Landlord has the right to terminate this Agreement and take possession of the Site. Landlord’s rights
hereunder shall be in addition to any other right or remedy now or hereafter existing at law or equity.

26. Termination by Tenant. In the event of a breach by Landlord of any of its obligations, covenants,
or agreements under this Agreement which continues for a period of ____ days after receiving written
notice of the breach from Tenant, Tenant has the right to terminate this Agreement, upon written
notice to Landlord, without penalty. Landlord shall return to Tenant any prepaid or prorated rent if
Tenant terminates this Agreement pursuant to this section.

27. Surrender of the Site. Tenant shall return the Site to Landlord upon termination of this
Agreement in good condition and repair, ordinary wear and tear excepted. Within ____ days following
the termination of this Agreement, Tenant will remove all equipment, materials, fixtures and other
personal property belonging to Tenant from the Site. Any property left on the Site after ____ days
following the termination of this Agreement will be deemed to have been abandoned by Tenant and
may be retained by Landlord.

28. Registration of the Lease. The parties shall, to the extent required by law and practice, properly
register this Lease Agreement with the relevant Land Registry Office, and any other relevant
government office that may serve as a place for registering or recording leases, within 45 days from
the date that this Lease Agreement is executed.

29. Subordination. This Agreement and Tenant’s right hereunder shall be subject and subordinate in
all respects to any mortgage, deed of trust, or other lien now or hereinafter incurred by Landlord.
Upon request of Landlord, Tenant will enter into a subordination agreement or other customary form
as required by the lien holder.

30. No Partnership. Nothing contained in this Agreement shall be deemed or construed to create a
partnership, joint venture or any other fiduciary relationship between the Parties other than that of
Landlord and Tenant. Neither Party is authorized to act as an agent or on behalf of the other Party.

30. Condemnation. In the event that all or a material portion of the Site necessary for Tenant’s
Permitted Use of the Site is taken for any public or quasi-public use under any governmental law,
ordinance or regulation or by the right of eminent domain, this Agreement shall terminate on the date
of such taking, and all rent under this Agreement shall be prorated and paid to such date. In the event
such taking is less than a material portion of the Site, this Agreement shall remain in full force and
effect; provided however, the rent due under this Agreement shall be reduced to such extent as may
be fair and reasonable under the circumstances. Landlord and Tenant shall each be entitled to
receive and retain such separate awards and portions of lump sum awards as may be allocated to
their respective interests in any condemnation proceedings.

31. Limitation of Liability. Landlord is not responsible or liable for any loss, claim, damage or
expense as a result of any accident, injury or damage to any person or property occurring anywhere
on the Premises, unless resulting from the negligence or willful misconduct of Landlord.
32. Assignment and Subletting. Tenant will not assign this Agreement as to all of or any portion or
the Site or make or permit any total or partial sublease or other transfer of all of or any portion of the
Site without Landlord’s consent.

33. Quiet Enjoyment. If Tenant pays the rent and performs all other obligations under this
Agreement, Tenant may peaceably and quietly hold and enjoy the Site during the Term.

34. Force Majeure. In the event that Landlord or Tenant shall be delayed or hindered in or prevented
from the performance of any act other than Tenant's obligation to make payments of rent, additional
rent, and other charges required hereunder, by reason of strikes, lockouts, unavailability of materials,
failure of power, restrictive governmental laws or regulations, riots, insurrections, the act, failure to act,
or default of the other Party, war or other reason beyond its control, then performance of such act
shall be excused for the period of the delay and the period for the performance of such act shall be
extended for a period equivalent to the period of such delay.

35. Notices. All notices given under this Agreement must be in writing. A notice is effective upon
receipt and shall be delivered in person, sent by overnight courier service or sent via certified or
registered mail, addressed to Landlord or Tenant at the address stated above, or to another address
that either Party may designate upon reasonable notice to the other Party.

36. Further Assurances. Each Party hereto agrees to execute and deliver any additional documents
and to do all such other acts as may be necessary to carry out this Agreement and each Party’s rights
and interests in this Agreement.

37. No Waiver. No Party shall be deemed to have waiver any provision of this Agreement or the
exercise of any rights held under this Agreement unless such waiver is made expressly in writing.

38. Severability. If any provision of the Agreement is held to be invalid, illegal, or unenforceable in
whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal,
and enforceable as though the invalid or unenforceable parts had not been included in this
Agreement.

39. Successors and Assignees. This Agreement will inure to the benefit of and be binding upon the
Parties and their respective permitted successor and assigns.

40. Governing Law. The terms of this Agreement shall be governed exclusively by the laws of the
State of _____________, without regard to its conflicts of laws rules.

41. Disputes. Any dispute arising from this Agreement shall be resolved in the courts of the State of
_________.

42. Attorneys’ Fees. If either Party brings legal action to enforce its rights under this Agreement, the
prevailing party will be entitled to recover from the other Party its expenses (including reasonable
attorneys’ fees) incurred in connection with the action and any appeal.

43. Amendments. This Agreement may not be modified except in writing signed and acknowledged
by both Parties.

44. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall
be deemed an original, and all of which together, shall constitute one and the same document.

45. Headings. The section heading herein are for reference purposes only and shall not otherwise
affect the meaning, construction, or interpretation of any provision in this Agreement.
 46. Entire Agreement. This Agreement constitutes the entire understanding between the Parties and
supersedes and cancels all prior agreements of the Parties, whether oral or written, with respect to
the Site.

47. Miscellaneous. _______________________________________________.

IN WITNESS WHEREOF, the Parties hereto, individually or by their duly authorized representatives
have executed this Agreement as of the Effective Date.

Landlord Signature Landlord Full Name

Landlord Full Name Landlord Representative Signature Landlord Representative Name and Title

Tenant Signature Tenant Full Name

Tenant Full Name Tenant Representative Signature Tenant Representative Name and Title