TEMPLATE FARM LEASE

TABLE OF CONTENTS

Ground Lease

Between

Constitution Farms, LLC,

a Virginia limited liability company

as Landlord

and

________________________________

a ______________________________

as Tenant

dated as of

____________ ____, 202__

 Ground Lease
This GROUND LEASE (the “Lease”) dated as of this ______ day of __________, 2020 (the
“Effective Date”) by and between Constitution Farms, LLC, a Virginia limited liability company
(“Landlord”), having its principal office at 33321 Constitution Highway, Locust Grove, Virginia 22508
and (“Landlord”) and _________________, a Virginia ________________________ (“Tenant”, and
together with Landlord sometimes, collectively, referred to herein as the “Parties”).

WITNESSETH:

In consideration of the rents reserved and the covenants, agreements, terms, and provisions
hereinafter set forth, the sufficiency of which is hereby acknowledged, Landlord and Tenant, intending
to be legally bound, for themselves and their permitted successors and assigns, hereby agree as follows:

ARTICLE I
DEFINITIONS

Section I.1 Definitions. The following terms, as used in this Lease, shall have the meanings
set forth below:

“Affiliate” shall mean a Person which shall Control, be under the Control of, or be under
common Control with the Person in question.

“Alteration” or “Alterations” shall have the meaning set forth in Section VII.1 hereof.

“Arbitration” shall have the meaning set forth in Section 27.02.

“Assignment” shall mean the sale, exchange, assignment, transfer, conveyance, or other
disposition of all of Tenant's interest in this Lease and the leasehold estate created thereby, whether by
operation of Law or otherwise.

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 “Broker” shall have the meaning set forth in Section XX.1

“Business Day” shall mean any day that is not a Saturday, Sunday, or a day observed as a
holiday by either the State or the Federal government.

“CGL” shall have the meaning set forth in Section VIII.4.

“Collateral” shall have the meaning set forth in Section 4.03.

“Commencement Date” shall mean the Effective Date.

“Condemnation” shall mean the taking or appropriation of all or any part of the Premises, or
any interest therein or right accruing thereto including any right of access, by or on behalf of any
Governmental Authority or by any entity granted the authority to take property in the exercise of the
power or right of eminent domain granted by statute, or any agreement that conveys to the condemning
authority all or any part of the Premises as the result of, in lieu of, or in anticipation of, the exercise of a
right of condemnation or eminent domain. Such term shall also be deemed to include, to the extent not
otherwise defined herein, a temporary taking of the Premises or any part thereof or the Improvements
thereon for a period of one (1) year or more, and the taking of the leasehold interest created herein.

“Control” shall mean the ownership of more than fifty percent (50%) of the outstanding voting
ownership interests of the Person in question or the power to direct the management of the Person in
question.

“Date of Taking” shall mean the earlier of the date, pursuant to the provisions of applicable
State or Federal Law, on which: (a) actual possession of all or part of the Premises, as the case may be,
is acquired by the appropriate Governmental Authority or any entity granted such authority; or (b) title
to all or part of the Premises, as the case may be, is vested in the appropriate Governmental Authority or
any entity granted such authority.

“Deficiency” shall have the meaning set forth in Section 11.02(d).

“Depository” shall have the meaning set forth in Section 13.02(c).

“Due Date” shall mean with respect Fixed Rent or other monetary obligation of Tenant under
this Lease the date on which such Fixed Rent or other monetary obligation is due as provided in this
Lease.

“Effective Date” shall have the meaning set forth in the first paragraph of this Lease.

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 “Environmental Laws” shall mean all Laws: (a) relating to the environment, human health,
hazardous substances, solid waste, or natural resources; (b) regulating, controlling, or imposing liability
or standards of conduct concerning any Hazardous Materials; (c) relating to Remedial Action; and (d)
requiring notification or disclosure of releases of Hazardous Materials or of the existence of any
environmental conditions on or at the Premises, as any of the foregoing may be amended, supplemented,
or supplanted from time to time, including, but not limited to, the Federal Comprehensive
Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §§ 9601 et. seq., the
Superfund Amendments and Reauthorization Act, 42 U.S.C. §§ 9601 et. seq., the Federal Toxic
Substances Control Act, 15 U.S.C. §§ 2601 et. seq., the Federal Resource Conservation and Recovery
Act, 42 U.S.C. §§ 6901 et. seq., the Federal Hazardous Material Transportation Act, 49 U.S.C. §§ 1801
et. seq., the Federal Clean Air Act, 42 U.S.C. §§ 7401 et. seq., the Federal Water Pollution Control Act,
33 U.S.C. § 1251 et. seq., the Endangered Species Act, each amendment to such laws, the regulations
promulgated pursuant thereto, and each and every comparable statute or ordinance adopted by the
jurisdiction(s) wherein the Premises is located, including all rules and regulations promulgated under
such laws, acts or ordinances.

“Environmental Liabilities” shall mean any loss, cost, expense, claim, demand, liability,
obligation, action, or other responsibility of whatever kind, based upon or required under the
Environmental Laws or otherwise relating to: (a) any environmental, health, or safety matter or
condition (including, but not limited to, on-site or off-site pollution or contamination, the welfare,
safety, and health of people at the Premises or elsewhere, and the regulation of chemical substances or
products); (b) fines, penalties, judgments, awards, settlements, legal or administrative proceedings,
damages, losses, claims, demands, responses, and remedial, investigative, or inspection costs and
expenses arising under or caused by application of Environmental Laws (including, but not limited to,
fees for attorneys, engineers, and other professionals); (c) financial responsibility under Environmental
Laws for Remedial Action or for any damages to natural resources; or (d) any other Remedial Actions
required under Environmental Laws.

“Excluded Property” shall mean any portion of the Premises, including any Improvements, not
used for the operation of a farming or agricultural enterprise. The Excluded Property shall specifically
include any portion of the Land encumbered by a lease to a third-party in effect on or before the
Effective Date and any portion of the Land designated as a common area in any such third-party lease.
Tenant shall have no right or interest under this Lease to the Excluded Property.

“Executive Order” shall have the meaning set forth in Section 28.02.

“Expiration Date” shall mean the last day of the tenth (10th) Lease Year, as same may be
extended pursuant to ARTICLE XXVI hereof, or such earlier date on which the Term shall sooner end
pursuant to any of the terms, covenants, or conditions of this Lease or pursuant to Law.
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 “Extension Notice” shall have the meaning set forth in Section XXVI.2.

“Extension Term” shall have the meaning set forth in Section XXVI.1

“Extension Option” shall have the meaning set forth in Section XXVI.1.

“Event of Default” shall have the meaning set forth in Section XI.1.

“Fixed Rent” shall have the meaning set forth in Section III.1.

“Fee Mortgage” shall mean any financing obtained by Landlord, as evidenced by any mortgage,
deed of trust, assignment of leases and rents, or other instruments, and secured by the fee ownership
interest of Landlord in the Land, including any extensions, modifications, amendments, replacements,
supplements, renewals, refinancings, and consolidations thereof.

“Fee Mortgagee” shall mean the holder of a Fee Mortgage.

“Guarantor” shall mean any Person executing a Guaranty substantially in the form of Exhibit
C.

“Guaranty” shall mean a document substantially in the form of Exhibit C attached to this Lease
and described in ARTICLE XXIV.

“Governmental Authority or Governmental Authorities” shall mean the United States of

America, the Commonwealth of Virginia, Orange County, town of Locust Grove, any political
subdivision of any of the foregoing, and any other governmental or regulatory authority, agency, board,
department, or any other public or quasi-public authority, having jurisdiction over the Premises, the
leasehold estate created hereby, or the matter at issue.

“Government List” shall have the meaning set forth in Section 28.02.

“Hazardous Materials” shall mean any and all substances, materials, chemicals, or wastes that
now or hereafter are classified or considered to be hazardous or toxic under any Environmental Law, or
that are or become regulated by any Governmental Authority because of toxicity, infectiousness,
radioactivity, explosiveness, ignitability, corrosiveness, or reactivity under any Environmental Law
applicable to the Premises, and shall also include: (a) gasoline, diesel fuel, and any other petroleum
hydrocarbons; (b) asbestos and asbestos containing materials, in any form, whether friable or non-
friable; (c) polychlorinated biphenyls; (d) radon gas; and (e) flammable liquids and explosives.

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 “Improvements” shall mean all buildings and other improvements hereafter erected, on the
Land, together with all fixtures in the future installed or erected in or upon the Land or such
improvements whether owned or leased, either by Landlord or Tenant.

“Indemnified Claims” shall have the meaning set forth in Section IX.1.

“Indemnitees” shall have the meaning set forth in Section IX.1.

“Interest Rate” shall mean the lesser of: (a) eighteen percent per annum or (b) the maximum
permissible interest rate then in effect in the State.

“Land” shall mean that certain plot, piece, or parcel of land with a street address of 33321
Constitution Highway, Locust Grove, Virginia 22508, excepting the Excluded Property, and which land
is legally described in Exhibit A attached hereto and incorporated herein by reference.

“Land Value” shall mean, as of any date, the fair market value of the Land, as determined by
Landlord. For purposes herein, the term “fair market value” is deemed to be the price that a willing
buyer would offer, and a willing seller would accept, for all of seller's right, title, and interest in the
Land, considered as encumbered by this Lease with all extension options exercised, unencumbered by
any Fee Mortgage. If Tenant disputes Landlord's determination of fair market value, Tenant shall submit
such dispute to Arbitration. Notwithstanding the foregoing, in no event shall the Land Value equal less
than the assessed value of the Land as listed by Orange County, Virginia.

“Landlord's Broker” shall mean [NAME OF LANDLORD’S BROKER, IF ANY].

“Law” or “Laws” shall mean any present or future applicable law, statute, ordinance, regulation
(including zoning regulations), code, building code, judgment, injunction, arbitration award, order, rule,
directive, common law, codes and ordinances of any Governmental Authorities, easement, covenant,
restriction, or other agreement of record affecting the Premises as of the date of this Lease or subsequent
thereto.

“Lease Year” shall mean a specific twelve (12) month period during the Term of this Lease.
The first Lease Year shall mean the twelve (12) month period beginning on the Commencement Date;
provided, however, that if the Commencement Date falls on a date other than the first day of the month,
then the first Lease Year also will include the partial month in which the Commencement Date occurs
and the successive twelve (12) full months thereafter with each successive Lease Year beginning at the
conclusion of the first Lease Year as outlined in this sentence.

“Leasehold Mortgage” shall mean any loan financing obtained by Tenant, as evidenced by any
mortgage, deed of trust, or other instrument and secured by Tenant's interest in this Lease and the
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leasehold estate created hereby, including any extensions, modifications, amendments, replacements,
supplements, renewals, and refinancing, thereof.

“Leasehold Mortgagee” shall mean the holder of a Leasehold Mortgage.

“Legal Requirements” shall mean all requirements of Law.

“Limitations” shall have the meaning set forth in Section 2.05.

“Liabilities” shall mean all losses, claims, suits, demand, costs, liabilities, and expenses,
including reasonable attorneys' fees, penalties, interest, fines, judgment amounts, fees, and damages, of
whatever kind or nature.

“Major Sublease” shall mean a Sublease of not less than fifty percent (50%) of the total rentable
square feet of the Premises.

“Major Subtenant” shall mean a Subtenant under a Major Sublease.

“Notice” shall have the meaning set forth in Section 16.01.

“Original Term” shall mean the Term commencing on the Commencement Date and expiring
on the Expiration Date prior to Tenant’s exercise of any Extension Option.

“Outside Delivery Date” shall mean one-hundred eighty (180) days after the Commencement
Date.

“Patriot Act” shall have the meaning set forth in Section 28.02.

“Permitted Use” shall mean the use of the Premises exclusively for agricultural and farming
purposes.

“Person” shall mean any individual, trust, corporation, partnership, firm, or other legal entity.

“Personalty” shall mean all machinery, equipment, appliances, furniture, and any other personal
property of any kind or description owned or leased by Landlord or Tenant located on the Premises and
used in the operation of the Premises.

“Premises” shall mean the Land and any Improvements thereon, except for the Excluded
Property, and any and all rights, privileges, easements, and appurtenances to the Land and the
Improvements, as limited hereby, except as otherwise limited by the Limitations. If the Premises do not
have direct access to Constitution Highway, Landlord shall provide, at the beginning of the Term,
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sufficient means of ingress and egress for Tenant to access the Premises consistent with the Permitted
Use that is reasonably satisfactory to Tenant.

“Qualified Appraiser” shall mean an arbitrator that: (a) is duly licensed in the jurisdiction in
which the Premises is located; (b) has at least fifteen (15) years' experience, on a full-time basis, leasing
space in the same general geographic area as that in which the Premises is located; and (c) is
independent and has no then-pending or past brokerage relationship with any or all of Landlord, Tenant,
and any Affiliates of either or both of Landlord and Tenant.

“Real Estate Professional” shall have the meaning set forth in Section 3.01(a)(iii).

“Release” shall mean the release or threatened release of any Hazardous Materials into or upon
or under or above any land, water, or air, or otherwise into the environment, including by means of
burial, disposal, discharge, emission, spillage, leakage, seepage, leaching, or dumping.

“Remedial Action” shall mean the investigation, response, clean up, remediation, prevention,
mitigation, or removal of any Hazardous Materials necessary to comply with any Environmental Laws.

“Rent” shall mean Fixed Rent and all other amounts payable by Tenant under this Lease, other
than Fixed Rent, whether or not expressly designated as Rent in this Lease.

“Rent Commencement Date” shall mean the Commencement Date.

“Restoration” shall have the meaning set forth in Section XIII.1.

“Restore” shall have the meaning set forth in Section XIII.1

“Security” shall mean the amount equivalent to full two (2) months’ Rent in the first Lease Year
during the Term.

“State” shall mean the Commonwealth of Virginia.

“Sublease” shall mean any lease, sublease, occupancy, license, or concession agreement for the
use or occupancy of the Premises by and between Tenant, as sublessor, and any subtenant (other than
this Lease).

“Substantially all the Premises” shall mean sixty percent (60%) of the total rentable area of the
Premises. If there is any dispute as to whether or not “substantially all the Premises” has been taken,
such dispute shall be submitted to and determined by Arbitration in accordance with the provisions of
Section 27.02.

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 “Subtenant” shall mean any tenant, subtenant, licensee, or other occupant of the Premises (other
than Tenant).

“Tenant's Broker” shall mean [NAME TENANT’S BROKER, IF ANY].

“Term” shall mean Original Term plus any Extension Term upon the Tenant’s exercise of any
Extension Option available to Tenant pursuant to the terms and conditions of this Lease.

“Transfer” shall mean any transaction or series of transactions (including any assignment,
transfer, issuance, conveyance, sale, or redemption of any ownership interest, or any merger,
consolidation, or dissolution) that results in a change of Control of Tenant or any Person or entity which
directly or indirectly Controls Tenant. Notwithstanding the foregoing, a Transfer shall not be deemed to
include an issuance or a transfer of stock through the “over the counter” market or through any
recognized national stock exchange.

“Transferee” shall have the meaning set forth in (a).

“Unavoidable Delays” shall mean delays incurred by Tenant due to acts of God, enemy action,
acts of terrorism (both domestic and foreign), civil commotion, fire, unavoidable casualty, or other
causes beyond the control of Tenant (but not including Tenant's insolvency or financial condition);
provided: (a) Tenant shall have notified Landlord not later than ten (10]) days after Tenant knows or
should have known of the occurrence of same and the effects of which a prudent Person in the position
of Tenant could not have reasonably prevented; and (b) Tenant takes the necessary steps to terminate
such unavoidable delays as expeditiously as possible under the circumstances.

ARTICLE II
LEASE OF PREMISES; CONDITION OF PREMISES; COMMENCEMENT DATE
AGREEMENT; FAILURE TO DELIVER POSSESSION; LIMITATIONS

Section II.1 Lease of Premises. Subject to the terms and conditions of this Lease, Landlord
leases to Tenant, and Tenant leases from Landlord, the Premises for a Term that shall commence on the
Commencement Date and end on the Expiration Date (as such Term may be extended from time to time
pursuant to ARTICLE XXVI hereof), subject to earlier termination pursuant to any of the terms,
covenants, or conditions of this Lease or pursuant to Law.

Section II.2 Condition of Premises. Tenant has inspected the Premises and accepts
possession of the Premises in its “AS IS” condition on the Commencement Date. Except as otherwise
expressly provided in this Lease, Tenant has full responsibility for the repair, alteration, maintenance,
and replacement of the Premises. Tenant expressly acknowledges and agrees that Landlord has not made
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and is not making, and Tenant is not relying upon, any warranties or representations regarding the
Premises, except to the extent same are expressly set forth in the Lease.

Section II.3 Commencement Date Agreement. Within fifteen (15) days following the
Commencement Date, Landlord and Tenant shall enter into an agreement, in the form attached hereto
and incorporated herein as Exhibit B, confirming the Commencement Date, the Rent Commencement
Date, and the initial Expiration Date, provided, however, the failure of Landlord or Tenant, or both, to
execute and deliver such agreement shall not affect the Commencement Date, the Rent Commencement
Date, or the initial Expiration Date and any discrepancy between this Lease and such agreement as
required by this Section 2.03 shall be settled in favor of this Lease.

Section II.4 Failure to Deliver Possession. If Landlord shall fail to deliver vacant possession
of the Premises on the Commencement Date, Landlord shall have no liability to Tenant and this Lease
shall remain in full force and effect according to its terms, but the Term shall not commence until the
date on which Landlord delivers vacant possession of the Premises to Tenant. Notwithstanding the
foregoing, if Landlord fails to deliver vacant possession of the Premises on or before the Outside
Delivery Date, Tenant may at its option, upon thirty (30) days' prior written notice to Landlord, elect to
terminate this Lease by giving Landlord notice of termination. Upon such thirty (30) day period this
Lease shall terminate and be of no further force and effect, the parties shall have no further liability to
the other (except for those Liabilities that expressly survive the termination of the Lease) and Landlord
shall return to Tenant the Security. Notwithstanding the foregoing, if Landlord delivers vacant
possession of the Premises within such thirty (30) day period following its receipt of Tenant's notice of
termination, Tenant's notice shall be void and of no further force and effect and this Lease shall not
terminate and continue as if Tenant had not issued such termination notice.

Section II.5 Limitations. Tenant’s rights to the Premises under this Lease shall be limited to
the use of the Premises for agricultural production and harvesting and grazing purposes; Tenant shall
have no other rights with regards to the Premises or the Land, including, but not limited to, any mineral,
oil, gas, or other subsurface materials, development rights unless directly related to the Permitted Use, or
timber (collectively, the “Limitations”). Tenant shall throughout the Term (including on the Expiration
Date) (a) maintain the Land with healthy soil composition necessary for successful crop growth and (b)
use of practical and industry-standard farming practices to maintain the productivity of the soil for
productive agricultural use. Upon the Expiration Date, Tenant shall leave the Premises (including the
soil composition and suitability for crop growth) in substantially the same condition as on the
Commencement Date and Tenant shall also leave the Land fully planted in substantially the same
manner that the Land was planted over the course of the Term.

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 ARTICLE III
FIXED RENT; RENT PAYABLE TO LANDLORD; NET LEASE

Section III.1 Fixed Rent. 

(a) Tenant covenants and agrees to pay Fixed Rent to Landlord, in lawful money of
the United States, to Landlord at such address as Landlord provides pursuant to Article XVI
hereof, or to such other parties and at such other addresses as Landlord shall direct by notice to
Tenant from time to time, throughout the Term of this Lease as follows (“Fixed Rent”):

(i) Commencing on the Commencement Date and ending on the last day of
the Original Term an amount equal to _____________ and 00/100 Dollars
($_________.00) per annum; which shall be payable in equal monthly installments of
_____________ and ___/100 Dollars ($______.___); provided, however, that the annual
Fixed Rent hereunder shall increase by one and one-half percent (1.5%) for each
subsequent Lease Year during the Original Term.

(ii) If Tenant exercises an Extension Option, annual Fixed Rent for that
Extension Term shall be determined by an agreement between Landlord and Tenant, and
the amount of the Fixed Rent for the applicable Extension Term shall be memorialized by
an amendment to this Lease. The Fixed Rent for each new Extension Term shall be
determined pursuant to this Section 3.01(a)(ii). The Fixed Rent under any Extension
Term shall be payable in equal monthly installments and as otherwise required of the
Fixed Rent due under the Original Term. The annual Fixed Rent for each Extension
Term shall increase by one and one-half percent (1.5%) for each subsequent Lease Year
during the applicable Extension Term.

(iii) In the event Landlord and Tenant cannot agree to an annualized Fixed
Rent amount for an Extension Term at least thirty (30) calendar days prior to the end of
the Original Term or Extension Term, as the case may be, then Landlord and Tenant shall
together select a real estate professional with substantial experience in farming and
agricultural property and business in Central Virginia (the “Real Estate Professional”).
The Real Estate Professional shall establish the annualized Fixed Rent amount for the
first Lease Year of the applicable Extension Term at least ten (10) calendar days prior to
the next Extension Term. The Real Estate Professional’s determination of this
annualized Fixed Rent amount shall be final and binding upon the Parties as if directly set
forth in the terms of this Lease. If Landlord and Tenant are unable to agree on the
selection of the Real Estate Professional, then the Parties shall resort to Arbitration for
selection of the Real Estate Professional.
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 Escalato Fixed Rent
Lease Year Fixed Rent r Amount
1 $30,000.00 N/A $30,000.00
2 $30,450.00 1.5% $30,906.75
3 $30,906.75 1.5% $31,370.35
4 $31,370.35 1.5% $31,840.91
5 $31,840.91 1.5% $32,318.52
6 $32,318.52 1.5% $32,803.30
7 $32,803.30 1.5% $33,295.35
8 $33,295.35 1.5% $33,794.78
9 $33,794.78 1.5% $34,301.70
10 $34,301.70 1.5% $34,816.22
1st
Extension
11 To Be Determined N/A
12 1.5%
13 1.5%
14 1.5%
15 1.5%
2nd
Extension
16 To Be Determined N/A
17 1.5%
18 1.5%
19 1.5%
20 1.5%
3rd
Extension
21 To Be Determined N/A
22 1.5%
23 1.5%
24 1.5%
25 1.5%
4th
Extension
26 To Be Determined N/A
27 1.5%
28 1.5%
29 1.5%
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 30 1.5%

(b) Concurrently with Tenant's execution of this Lease, Tenant shall pay to Landlord
an amount equal to one (1) monthly installment of Fixed Rent payable under this Lease for the
first full calendar month of the Term plus the Rent for any partial month during the first Lease
Year.

(c) Any Rent payable by Tenant to Landlord under this Lease that is not paid within
ten (10) days after the same is due will be automatically subject to a late payment charge of five
percent (5%) of the delinquent amount, in each instance, to cover Landlord's additional
administrative costs. In addition to the late charge set forth above, Tenant shall also be required
to pay interest on all such unpaid sums (including any late charge(s)), at the Interest Rate on all
such outstanding charges of Rent. Such overdue Rent shall bear interest from the Due Date,
without regard to any grace period, until the date such Rent (including all accrued interest) is
paid. Such payment shall be in addition to, and not in lieu of, any other remedy Landlord may
have.

Section III.2 Rent Payable to Landlord. 

(a) Tenant shall pay Fixed Rent to Landlord in equal monthly installments, in
advance, commencing on the first (1st) day of each calendar month during the Term, without
notice, demand, abatement, deduction, counterclaim, setoff, defense, or otherwise.

(b) Fixed Rent due for any period of less than twelve (12) months (or any monthly
installment of Fixed Rent due for any period of less than a full month) shall be appropriately
apportioned based upon a 360-day year (or based upon the number of days in such month).

(c) Landlord shall have the option to direct Tenant to pay Fixed Rent by (a) wire
transfer of immediately available funds to an account at a bank designated in writing by
Landlord or (b) any other method reasonably designated in writing by Landlord or by Fee
Mortgagee, if applicable.

ARTICLE IV
SECURITY

Section IV.1 Security. Concurrently with Tenant's execution of this Lease Tenant shall pay to
Landlord, as security for Tenant's compliance with this Lease, the Security. Upon the occurrence and
continuance of an Event of Default, Landlord may use all or any portion of the Security to cure the
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default or for the payment of any other amount due and payable from Tenant to Landlord in accordance
with this Lease. In such event, Tenant shall, within ten (10) days following Landlord's notice, deposit
with Landlord an amount sufficient to restore the full amount of the Security (without giving
consideration to any interest accrued on the Security). Landlord shall not, unless required by any Law,
pay interest to Tenant on the Security, and if Landlord is required to maintain the Security in an interest-
bearing account or pay any interest to Tenant, Landlord shall retain the maximum amount of interest
permitted under any Law (which Landlord may withdraw and retain annually or at any other times) and
the costs of maintaining any such account shall be borne by Tenant. Landlord shall not be required to
exhaust its remedies against Tenant or the Security before having recourse to Tenant, the Security, or
any other security held by Landlord, or before exercising any right or remedy under this Lease, law, or
equity. If there is then no uncured default, the Security and any accrued and unpaid interest thereon, or
any balance, shall be paid or delivered to Tenant promptly after the Expiration Date and Tenant's
vacating of the Premises in accordance with this Lease. If the Landlord transfers its interest in the
Premises or this Lease, Landlord shall transfer the Security and any accrued and unpaid interest thereon,
or any balance, to the new Landlord and, upon such transfer, the assignor shall thereupon be
automatically released by Tenant from all liability for the return of the Security or any accrued interest
thereon (and Tenant agrees to look solely to the assignee for the return of the Security or any accrued
interest).

Section IV.2 Grant of Collateral. Tenant hereby grants Landlord a contractual possessory
security interest in and to the Collateral. Tenant further grants Landlord all rights to execute, file, and/or
record any financing statements and to take whatever other actions Landlord deems necessary to perfect
and continue Landlord’s security interest in the Collateral. Upon request of Landlord, Tenant shall
promptly deliver to Landlord any and all of the documents evidencing or constituting the Collateral.
Tenant hereby appoints Landlord as its irrevocable attorney-in-fact coupled with an interest for the
purpose of executing any documents necessary to perfect or to continue the security interest granted in
and/or to the Collateral by this Lease. Any other rights of Landlord as secured party not delineated
under this Section 4.02 shall be governed by Article 9 of the Uniform Commercial Code for the State.

Section IV.3 Definition of Collateral. For purposes of this Lease and any financing statement
“Collateral” shall be defined as all of Tenant’s right, title, and interest in and to any of the following:
(a) equipment and fixtures, both now owned and hereafter acquired, together with (i) all additions, parts,
fittings, accessories, special tools, attachments, and accessions now and hereafter affixed thereto or used
in connection therewith, and (ii) all replacements thereof and substitutions therefor which are either
located on or attached to the Premises; (b) all furniture, furnishings, equipment, machinery, fences,
shrubbery, apparatus, fittings, building materials and other articles of personal property of every kind
and nature whatsoever, now or hereafter located in, upon or about the Premises, or now or hereafter
ordered for delivery to the Premises (whether or not delivered thereto), or used or usable in connection
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with any present or future operation of the Premises, in each case now owned or hereafter acquired by
Tenant, including, without limitation, the Personalty; (c) chattel paper (including both electronic chattel
paper and tangible chattel paper) both now owned and hereafter existing, acquired, or created, together
with (i) all moneys due and to become due thereunder, (ii) all returned, rejected, or repossessed goods
and crops, the sale or lease of which shall have given or shall give rise to chattel paper, and (iii) all
property and goods both now owned and hereafter acquired by Tenant which are sold, leased, secured,
are the subject of, or otherwise covered by, Tenant’s chattel paper, and all rights incident to such
property and goods; (d) minerals, flowers, shrubs, crops, trees, timber and other emblements now or
hereafter located on the Land or under or above the same, or any part or parcel thereof; and (e) all of the
rents, revenues, income, profits, and other benefits arising from the use and enjoyment of all or any
portion of the Premises, the Personalty, or any interest therein, including, without limitation, all fees,
charges, security deposits, insurance proceeds, and option or extension payments.

ARTICLE V
PERMITTED USE

Section V.1 Permitted Use. 

(a) Subject to all applicable Laws and this Lease, Tenant shall use the Premises only
for the Permitted Use.

(b) Tenant shall not use or occupy, nor permit or suffer the Premises or any part
thereof to be used or occupied for any unlawful, illegal, or extra hazardous business, use, or
purpose, or in such manner as to constitute a nuisance of any kind (public or private), or for any
purpose or in any way in violation of any Laws, or which may make void or voidable any
insurance then in force on the Premises or the Land. Tenant shall take, immediately upon the
discovery of any such unpermitted, unlawful, illegal, or extra hazardous use, all necessary
actions, legal and equitable, to compel the discontinuance of such use.

ARTICLE VI
OPERATION OF THE PREMISES

Section VI.1 Tenant's Operation of the Premises. Tenant shall operate the Premises in
accordance with all Laws governing the Premises, the Land, and this Lease.

Section VI.2 Mechanics' Liens. Tenant shall keep the Premises and this Lease free from any
lien or other encumbrance filed or recorded in favor of any mechanic, materialman, architect, engineer,
or any other Person or professional. Tenant shall not create or permit to be created or to remain, and

15
shall promptly discharge, any lien, encumbrance, or charge levied on account of any mechanic's,
laborer's, or materialman's lien which might or does constitute a lien, encumbrance, or charge upon the
Land, or any part thereof, or the income therefrom, having a priority or preference over or ranking on a
parity with the estate, rights, or interest of Landlord in the Premises or any part thereof, or the income
therefrom. Nothing in this Lease shall be deemed or construed in any way as constituting the consent or
request of Landlord, express or implied, by inference or otherwise, to the filing of any lien against the
Premises by any contractor, subcontractor, laborer, materialman, architect, engineer, or other Person for
the performance of any labor or the furnishing of any materials or services for or in connection with the
Land or any part thereof.

Section VI.3 Utilities. Tenant shall obtain and pay for all utilities directly from and to the
utilities and vendors serving the Premises, including fuel, gas, electric, water and sewer service, trash
collection, telephone, and internet service.

ARTICLE VII
ALTERATIONS

Section VII.1 Alterations. Tenant may, at its sole cost and expense, construct Improvements
upon the Premises which are necessary for conduct of Tenant’s business operations and consistent with
the Permitted Use (“Alterations”), with the prior written consent of Landlord, which shall not be
unreasonably withheld, conditioned, or delayed, provided that the foregoing: (a) are made in compliance
with all Laws, regulations, and covenants, conditions, and restrictions encumbering the Premises and in
a good and workmanlike manner; (b) are completed in accordance with general accepted construction
standards; and (c) Tenant shall not allow mechanic's or materialmen's liens to affix to the Premises
consistent with Section 6.02 hereof because of the Alterations. Any Alterations that may be made or
installed by Tenant shall remain upon the Premises and, at the expiration or earlier termination of this
Lease, shall be surrendered with the Premises to Landlord, except to the extent involving Tenant’s
Personalty which Tenant shall be permitted to remove at any time and from time to time, at its election
so long as comparable items of equal or greater value are replaced in its stead. Prior to commencement
of any work, Tenant shall obtain all required permits and governmental approvals, and within fifteen
(15) days following a written request by Landlord, Tenant shall provide to Landlord copies of all
available completion certificates to the extent issued by the applicable Governmental Authorities.
Tenant shall pay when due all claims for such labor and materials arising out of or in any way related to
the Alterations.

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 ARTICLE VIII
INSURANCE

Section VIII.1 Insurance. It is the intent of the parties that all risk of loss for the Premises be
shifted to insurance to the maximum extent practicable. Accordingly, unless Landlord otherwise agrees
in writing in its sole and absolute discretion, Tenant shall maintain, or cause to be maintained, insurance
covering the risks enumerated below. The premiums for such insurance shall be timely paid by Tenant,
except for the coverages set forth in Section VIII.9 below, which will be the responsibility of the party
providing such insurance coverage. Such insurance shall be written on an occurrence basis unless
Landlord otherwise consents in writing, but for errors and omissions insurance issued on a claims-made
basis. Each policy of required herein shall provide that: (a) such insurance shall be primary coverage
without reduction or right of offset or contribution on account of any insurance provided by Landlord to
itself or its officers, officials, or employees; (b) such insurance shall not be altered or cancelled without
thirty (30) days’ written notice to Landlord; (c) Landlord is named as an additional insured; (d) contain
a waiver of any right of recovery by way of subrogation against Landlord, the Fee Mortgagee, and any
related parties in the event of any loss; and (d) any Fee Mortgagee and Leasehold Mortgagee, as
permitted by this Lease, shall be named as: (i) a loss payee or mortgagee on Tenant's property damage
insurance policy under a standard mortgagee clause; and (ii) an additional insured on Tenant's liability
insurance policies. The insurance policies purchased by Tenant must be issued by a company authorized
to conduct business in the State or by a company reasonably acceptable to the Landlord and which has a
rating of A- or better by A.M. Best. Tenant shall cause its respective insurance companies to endorse
their respective insurance policies to permit a waiver of subrogation as required by this Section 8.01.

Section VIII.2 Workers' Compensation. At all times prior to the expiration or earlier
termination of this Lease while the Premises are being used for the Permitted Use, and during any
construction or Alteration conducted by or on behalf of Tenant in or on the Premises, Tenant shall
maintain, and cause its agents, contractors, and subcontractors to maintain, Workers' Compensation
Insurance as required by the Laws of the State. Tenant shall require all agents, contractors, and
subcontractors performing work under this Lease to obtain an insurance certificate showing proof of
Workers' Compensation insurance as required by this Section 8.02 for the duration of their work on the
Premises.

Section VIII.3 Property/Business Interruption. Tenant shall, at its sole cost and expense
throughout the entire Term of this Lease:

(a) Maintain in full force and effect on all of its fixtures and equipment on the
Premises and keep the Improvements located on the Premises insured against loss or damage by,
without limitation, fire, windstorm, flood, earthquake, and such other, further and additional risks
as now are or hereafter may be embraced by the ISO special form and Builder's Risk extended
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 coverage form or endorsements, with a deductible of no more than Ten Thousand and 00/100
Dollars ($10,000.00) per occurrence, in each case in amounts equal to the full replacement cost
of the applicable Improvements from time to time. The full replacement cost shall be
redetermined from time to time (but not more frequently than every three (3) years) at the request
of Landlord, by a Qualified Appraiser designated by Tenant and approved by Landlord; and

(b) Maintain business interruption insurance covering loss of revenues or other

income by Tenant due to total or partial suspension of, or interruption in, the operation of the
Premises for the Permitted Use in an amount sufficient to meet rent payments and other recurring
payments for twelve (12) months, subject to the reasonable discretion of Landlord.

(c) Tenant will maintain a “Farm and Ranch” insurance policy, to the extent the
insurance required under this Lease does not amount to the insurance coverage under a standard
“Farm and Ranch” insurance policy, with policy limits commensurate with those of similar
farming and agriculture operations and businesses in Orange County, Virginia and reasonably
acceptable to Landlord.

Section VIII.4 Comprehensive Liability Insurance. At all times during the Term of this Lease,
Tenant shall maintain a primary commercial general liability insurance (“CGL”) policy covering all
claims for bodily injury (including death) and property damage, including loss of use thereof, insuring
Tenant and Landlord with minimum coverage of not less than [One Million and 00/100 Dollars
($1,000,000.00) per occurrence and Two Million and 00/100 Dollars ($2,000,000.00) aggregate, with
deductible provisions not to exceed Ten Thousand and 00/100 Dollars ($10,000.00) per occurrence. The
policy limits shall be increased by ten percent (10%) every five (5) years from the Commencement Date.
Coverage shall be specific for the Lease or, upon approval of Landlord, which shall not be unreasonable
withheld, covered under umbrella or pooled policies. The policy or policies must be on an “occurrence”
basis unless waived by the Landlord in writing. The CGL policy shall include contractual liability
coverage, which shall be endorsed to state that indemnity obligations specified in this Lease are insured
by the carrier.

Section VIII.5 Umbrella. Tenant shall obtain and maintain an additional umbrella or all-risk
coverage in an amount of Three Million and 00/100 Dollars ($3,000,000.00) for any one occurrence and
Five Million and 00/100 Dollars ($3,000,000.00) in the aggregate, which shall include all insured
coverages required by this ARTICLE VIII. The policy limits shall be increased by ten percent (10%)
every five (5) years from the Commencement Date.

Section VIII.6 Delivery of Insurance Certificates. Upon the commencement of this Lease and
ten (10) days prior to each policy’s renewal date, Tenant shall furnish to Landlord, any Fee Mortgagee,
and any Leasehold Mortgagee, at the addresses set forth in of this Lease, insurance certificates or
18
renewal certificates or, if requested by Landlord, Fee Mortgagee, or Leasehold Mortgagee, certified
copies of policies, evidencing all insurance required to be carried by Tenant in accordance with the
Lease. Such certificates or policies shall name Landlord as an additional insured and shall name any Fee
Mortgagee and Leasehold Mortgagee as mortgagee and loss payee, in accordance with the requirements
contained in this ARTICLE VIII. The insurance certificate or polices, as applicable, must document that
the liability insurance coverage purchased by the Tenant includes contractual liability coverage to insure
the indemnity agreement as stated.

Section VIII.7 Evidence of Payment of Premiums. Tenant shall within ten (10) days of
payment furnish to Landlord duplicate receipts or satisfactory evidence of the payment of all premiums
on any and all insurance required to be carried by Tenant in accordance with this Lease. The insurance
carrier shall give Landlord, any Fee Mortgagee, and all Leasehold Mortgagees thirty (30) days’ prior
notice (with respect to nonpayment of premiums) of cancellation, modification, or non-renewal.

Section VIII.8 Payments for Tenant by Landlord. If Tenant fails to procure the insurance
required to be procured by Tenant under this Lease, or fails to pay any premium of insurance, or any
other sum in this Lease required to be paid by Tenant (other than Rent), Landlord may, after expiration
of the applicable cure period, at Landlord's option, procure on behalf of Tenant any such insurance, and
pay on behalf of Tenant any such payment or payments as may be necessary. Any sum(s) so paid or
expended by Landlord on behalf of Tenant shall immediately be reimbursed and paid by Tenant to
Landlord, as Rent, within ten (10) days after Landlord has obtained such insurance policies or paid such
sums pursuant to this Section 8.08, and all such sums shall accrue interest at the Interest Rate from the
date Landlord makes such outlays.

Section VIII.9 Insurance Requirements for Subtenants and Contractors. Tenant also shall
require the Persons described below to carry the following insurance:

(a) Tenant shall require all its Subtenants to abide by the same insurance
requirements obligated to Tenant under this Lease, include Landlord and Tenant as additional
insureds on the required insurance policies, obtain a waiver of subrogation endorsement in all
policies in favor of Landlord and Tenant; and include any Fee Mortgagee and Leasehold
Mortgagee as: (x) a loss payee or mortgagee on each Subtenant's property damage insurance
policy under a standard mortgagee clause; and (y) an additional insured on each Subtenant's
liability insurance policies.

(b) Tenant shall require all its Subtenants' contractors, subcontractors, design-
builders, construction managers, consultants, and other entities providing services, materials, or
labor to all or any portion of the Premises to: (x) include Landlord and Tenant as additional

19
 insureds in their commercial general liability policies; and (y) obtain a waiver of subrogation
endorsement in all policies in favor of Landlord and Tenant.

ARTICLE IX
INDEMNIFICATION

Section IX.1 Indemnification. Tenant hereby releases and agrees to indemnify and hold
harmless Landlord and all of its trustees, members, managers, shareholders, stockholders, principals,
officers, employees, directors, agents, and consultants (hereinafter collectively referred to as the
“Indemnitees”) of and from any and all claims, demands, judgments, liabilities, losses, costs, or
expenses for any loss including but not limited to bodily injury (including death), personal injury,
property damage, expenses, and attorneys' fees, caused by, growing out of, or otherwise happening in
connection with this Lease, due to any negligent or intentional act or omission on the part of Tenant, its
agents, employees, or others working at the direction of Tenant or on its behalf, or due to the application
or violation of any pertinent Federal, State, or local Laws except for the gross negligence or willful
misconduct of the Indemnitees (the “Indemnified Claims”). In case any action or proceeding is brought
against Landlord and/or the Indemnitees by reason of any of the Indemnified Claims, Tenant, upon
notice from Landlord, shall promptly, at Tenant's sole expense, resist or defend such action or
proceeding in Landlord's name, if necessary, by counsel for the insurance company, if such claim is
covered by insurance, or otherwise by counsel approved by Landlord. Landlord agrees to give Tenant
prompt notice of any such claim or proceeding. This indemnification is binding on the successors and
assigns of the Tenant, and this indemnification survives the expiration or earlier termination of the
Lease, or the dissolution of or, to the extent allowed by Law, the bankruptcy of Tenant.

ARTICLE X
ASSIGNMENT; SUBLEASE; NON-DISTURBANCE; LEASEHOLD MORTGAGE

Section X.1 Assignment, Transfer, and Major Sublease.

(a) Tenant shall have the right, subject to the applicable provisions of this ARTICLE
X, with the written consent of Landlord, which may be withheld, denied or conditioned at
Landlord’s sole and absolute discretion, to enter into an Assignment, Transfer, or Major Sublease
with a Person (hereinafter called the “Transferee”) provided that Landlord is satisfied, in its sole
and absolute discretion, with the financial capability of the proposed assignee or sublessee to
meet the full obligations of Tenant under this Lease, and with respect to an Assignment or a
Transfer, the Transferee assumes all of Tenant's obligations under this Lease thereafter arising
and Landlord is provided with a fully executed copy of the assignment and assumption
agreement. Landlord shall have the express right to reject any Assignment, Transfer, or Major
20
Sublease where the Transferee is a debtor or debtor-in-possession in a voluntary or involuntary
bankruptcy proceeding. If Tenant's interest in this Lease is assigned in violation of the
provisions of this ARTICLE X, such Assignment shall be void and of no force and effect against
Landlord. Neither any Assignment, Transfer, nor any subleasing, occupancy, or use of the
Premises or any part thereof by any Person, nor any collection of Rent by Landlord from any
Person other than Tenant, nor any application of any such Rent shall, in any circumstances,
relieve Tenant of its obligations under this Lease on Tenant’s part to be observed and performed.
The acceptance of Rent payments by Landlord from a proposed assignee, Major Subtenant, or
occupant of the Premises shall not constitute consent to such Assignment or Major Sublease by
Landlord.

(b) Any request by Tenant for Landlord's consent to a specific Assignment or Major
Sublease shall include: (i) the name of the proposed assignee, Major Subtenant, or occupant; (ii)
the nature of the proposed assignee’s, Major Subtenant’s, or occupant’s business to be conducted
on the Premises; (iii) a copy of the proposed Assignment or Major Sublease; and (iv) such
financial information (in the event of an Assignment) and such other information as Landlord
may reasonably request concerning the proposed assignee, Major Subtenant, or occupant or its
business. Landlord shall respond in writing, stating the reasons for any disapproval, within
fifteen (15) days after receipt of all information reasonably necessary to evaluate the proposed
Assignment or Major Sublease. The consent by Landlord to any Assignment or Major Sublease
shall not relieve Tenant or any successor of Tenant from the obligation to obtain Landlord’s
express written consent to any other Assignment or Major Sublease. Tenant shall pay to
Landlord Two Thousand and 00/100 Dollars ($2,000.00) in any one instance to cover Landlord’s
costs to process each proposed Assignment or Major Sublease, including without limitation legal
review fees and expenses, together with the amount of all direct and indirect expenses incurred
by Landlord arising from any assignee, occupant, or Major Subtenant taking occupancy of the
Premises. The required processing fee shall be delivered to Landlord contemporaneously with
the information for the proposed assignee or Major Subtenant as required by this Section
10.01(b), and Landlord shall be under no requirement to review and approve or disapprove of the
assignee or Major Subtenant until Landlord has received such processing fee.

Section X.2 Subleases. 

(a) Tenant shall have the right, subject to the applicable provisions of this ARTICLE
X, without the consent of Landlord, to enter into Subleases which are not Major Subleases with
any Person who is not a debtor or debtor-in-possession in a voluntary or involuntary bankruptcy
proceeding at the commencement of the Sublease term.

21
 (b) Each Sublease which is subject to this Section 10.02 shall provide that: (i) it is
subordinate and subject to this Lease; and (ii) the fixed expiration date thereunder shall not
extend beyond the Expiration Date. For purposes of any Sublease, the Expiration Date shall only
include any Extension Term that Tenant has exercised by the commencement of the Sublease
term.

(c) Tenant shall not, without Landlord's prior written consent at Landlord’s sole and
absolute discretion, amend or modify any Sublease in a manner which would cause such
Sublease (as amended or modified) to become a Major Sublease or to violate the provisions of
this ARTICLE X and Tenant shall deliver to Landlord, or shall cause to be delivered to
Landlord, within ten (10) Business Days after the full execution and delivery thereof, a true and
complete copy of any executed Sublease or any material amendment and modification thereto.

(d) The acceptance of Rent payments by Landlord from a proposed Subtenant

requiring Landlord’s consent shall not constitute consent to such Sublease by Landlord. Tenant
shall promptly pay to Landlord fifty percent (50%) of the excess payable by such Subtenant over
and above the Fixed Rent due and payable under this Lease in connection with any Sublease
(including a Major Sublease).

Section X.3 Notice. Tenant shall notify Landlord of its intention to enter into any Assignment,
Transfer, Major Sublease, or Sublease at least thirty (30) days prior to the proposed effective date or
commencement date of the foregoing.

Section X.4 Copies to Landlord. Tenant shall deliver to Landlord, or shall cause to be
delivered to Landlord, within ten (10) Business Days after the effective date of an Assignment or the
commencement date of a Sublease (including a Major Sublease): (a) in the case of an Assignment, a
fully executed copy of the instrument of assignment and assumption; or (b) in the case of a Sublease or a
Major Sublease, a fully executed copy thereof.

Section X.5 Leasehold Mortgage. Tenant shall not enter into or encumber its
leasehold interest in the Premises or this Lease or grant any rights to a Leasehold Mortgagee without the
prior express written consent of Landlord, which may be withheld in the sole and absolute discretion of
Landlord.

ARTICLE XI
DEFAULT; REMEDIES

Section XI.1 Events of Default. Each of the following events shall be an event of default
(“Event of Default”):
22
 (a) If Tenant shall fail to pay Fixed Rent, or any part thereof, when the same shall
become due and payable and such failure shall continue for ten (10) days after notice from
Landlord to Tenant; provided, however, that Landlord’s notice obligation hereunder and the
Tenant’s subsequent right to cure shall only apply to one (1) default under this Section 11.01(a)
per calendar year.

(b) If Tenant shall fail to observe or perform one or more of the other terms,
conditions, covenants, representations, or agreements contained in this Lease, and such failure
shall continue (if curable) for a period of thirty (30) days after notice thereof by Landlord to
Tenant specifying such failure unless such failure requires work to be performed, acts to be done,
or conditions to be removed which cannot by their nature or because of Unavoidable Delays
reasonably be performed, done, or removed, as the case may be, within such thirty (30) day
period, in which case no Event of Default shall be deemed to exist as long as Tenant shall have
commenced curing the same within such thirty (30) day period and shall, subject to Unavoidable
Delays, diligently, continuously, and in good faith prosecute the same to completion; ; provided,
however, that Landlord’s notice obligation hereunder and the Tenant’s subsequent right to cure
shall only apply to one (1) default under this Section 11.01(b) per calendar year.

(c) If Tenant shall make an assignment for the benefit of creditors.

(d) The filing of any voluntary petition in bankruptcy by Tenant, or the filing of any
involuntary petition by Tenant's creditors, which involuntary petition remains undischarged for a
period of forty-five (45) days.

(e) If within forty-five (45) days after the commencement of any proceeding against
Tenant seeking any reorganization, arrangement, composition, readjustment, liquidation,
dissolution, or similar relief under any present or future statute, law, or regulation, such
proceeding shall not have been dismissed.

(f) If Tenant shall abandon the Premises for more than ninety (90) days; however, the
Tenant shall not be deemed to have abandoned the Premises if the Premises becomes
uninhabitable as a result of Landlord's default under this Lease or as a result of a casualty or
condemnation proceeding.

(g) If a levy under execution or attachment shall be made against the Premises and
such execution or attachment shall not be vacated or removed by court order, bonding, or
otherwise within a period of thirty (30) days.

23
 (h) If Tenant shall fail to provide the Guaranty as required pursuant to Section 24.01
hereunder and such failure continues after two (2) written notice from Landlord to Tenant, as the
case may be.

(i) If the Guarantor, if any, during the period of time the Guaranty is in effect, dies,
becomes incapacitated, is dissolved or liquidated, makes an assignment for the benefit of
creditors, is the debtor named in a voluntary petition in bankruptcy, is the debtor named in an
involuntary petition in bankruptcy which petition is not discharged within forty-five (45) days, or
has a receiver appointed for its assets which is not vacated within forty-five (45) days.

Upon the occurrence of an Event of Default, Landlord may, at its option, give notice to Tenant of
the termination of this Lease and, upon service of such notice, this Lease, the Term, and subject to the
rights of Leasehold Mortgagee contained in this Lease, Tenant's estate shall terminate (whether or not
the Commencement Date shall have occurred) and shall end with the same force and effect as if that day
were the day fixed for the expiration of this Lease. Notwithstanding the foregoing, Tenant shall remain
liable for any damages as provided in this Lease and Landlord may enforce any of the remedies
provided in Section XI.2. However, Landlord may elect to reenter and take possession of the Premises,
by summary proceedings or otherwise in accordance with any Legal Requirements governing such
repossession, and remove Tenant, with or without having terminated this Lease (without liability or
obligation to Tenant or any Subtenant or any other occupant of the Premises).

Section XI.2 Remedies. Upon the occurrence of an Event of Default by Tenant that is not
cured by Tenant within the applicable grace periods specified in Section 11.01 herein, Landlord shall
have all the following rights and remedies in addition to all other rights and remedies available to
Landlord at law or in equity:

(a) Tenant shall immediately vacate and surrender the Premises to Landlord in good
order, condition, and repair, reasonable wear and tear excepted, and as otherwise required by the
terms of this Lease.

(b) Tenant shall promptly pay to Landlord all Rent payable to the date on which this
Lease is terminated or the date on which Landlord reenters or obtains possession of the Premises.

(c) Landlord, at its option, may elect to declare due and payable a sum equal to the
amount by which the Rent reserved in this Lease for the period which otherwise would have
constituted the unexpired portion of the Term exceeds the fair and reasonable rental value of the
Premises for the same period, both discounted to present worth at the rate of three percent (3%)
per annum, and such sum shall be due and payable by Tenant, as liquidated damages, ten (10)
Business Days after notice by Landlord to Tenant of such election.
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 (d) If Landlord shall not have declared Rent due and payable pursuant to Section
11.02(c), Tenant shall be liable for and shall pay to Landlord, as damages, any deficiency
(referred to as “Deficiency”) between the Rent reserved in this Lease for the period which
otherwise would have constituted the unexpired portion of the Term and the net amount, if any,
of rents collected under any reletting for any part of such period (first deducting from the rents
collected under any such reletting all of the payments to which Landlord is entitled pursuant to
Section 11.02(e)).

(e) Landlord may: (i) repair and alter the Premises in such manner as Landlord may
deem reasonably necessary or advisable in relation to the Permitted Use (and may apply to the
foregoing all funds, if any, then held by an applicable banking institution, other financial
institution, or insurance company pursuant to this Lease without relieving Tenant of any liability
under this Lease or otherwise affecting any such liability); (ii) let or relet the Premises or any
parts thereof for the whole or any part of the remainder of the Term or for a longer period at such
rent, terms, and conditions as Landlord may deem expedient in its sole and absolute discretion, in
Landlord's name or as agent of Tenant, and out of any rent and other sums collected or received
as a result of such reletting Landlord shall: (A) first, pay to itself the reasonable cost and expense
of terminating this Lease, re-entering, retaking, repossessing, and repairing or altering the
Premises, or any part thereof, and the cost and expense of removing all persons and property
therefrom, including, but not limited to, brokerage commissions, legal expenses, and reasonable
attorneys’ fees, and disbursements; (B) second, pay to itself the reasonable cost and expense
sustained in securing any new tenants and other occupants, including, but not limited to,
brokerage commissions, legal expenses, and reasonable attorneys’ fees, and disbursements and
other expenses of preparing the Premises for reletting, and, if Landlord shall maintain and
operate the Premises, the reasonable cost and expense of operating and maintaining the Premises;
and (C) third, pay to itself any balance remaining on account of the liability of Tenant to
Landlord. Landlord in no way shall be responsible or liable for any failure to relet the Premises
or any part thereof, or for any failure to collect any rent due on any such reletting, and no such
failure to relet or to collect rent shall operate to relieve Tenant of any liability under this Lease or
to otherwise affect any such liability. Notwithstanding the foregoing, Landlord shall have no
duty or obligation whatsoever to relet all or any portion of the Premises or to mitigate its
damages hereunder, except as otherwise may be required by the Laws of the State.

(f) Landlord may elect to proceed by appropriate judicial proceedings, either at law
or in equity, to enforce the performance or observance by Tenant of the applicable provisions of
this Lease or to recover damages for breach thereof. Each right and remedy of Landlord provided
for in this Lease shall be cumulative and shall be in addition to every other right or remedy
provided for in this Lease or now or hereafter existing at law or in equity or by statute or
25
 otherwise, and the exercise or beginning of the exercise by Landlord of any one or more of the
rights or remedies provided for in this Lease or now or hereafter existing at law or in equity or by
statute or otherwise shall not preclude the simultaneous or later exercise by Landlord of any or
all other rights or remedies provided for in this Lease or now or hereafter existing at law or in
equity or by statute or otherwise.

ARTICLE XII
EXPIRATION OR TERMINATION

Section XII.1 Extinguishment of Tenant's Rights. Upon the termination or expiration of this
Lease from any cause, all rights and interests of Tenant, and all persons whomsoever claiming by,
through, or under Tenant (with the exception of the rights of Landlord arising under Section XI.2), shall
immediately cease and terminate, and the Premises, all Improvements, and all Personalty located
thereon, shall thence forward constitute and belong to and be the absolute property of Landlord or
Landlord's successors and assigns, without further act or conveyance, and without liability to make such
compensation to Tenant or to anyone whomsoever, and free and discharged from all and every lien,
encumbrance, claim, and charge of any character created or attempted to be created by Tenant at any
time. Tenant agrees, at the termination of this Lease, to surrender unto Landlord, all and singular the
Premises with the then existing Improvements constructed and located thereon and therein, in the same
condition as when the construction of Improvements was completed, only normal wear and tear
excepted, unless Tenant shall be relieved of Tenant's obligation to repair, reconstruct, restore, or replace
damaged or destroyed buildings, other structures, or improvements pursuant to ARTICLE XIII hereof.

Section XII.2 Prepaid Items Assigned. Upon the expiration of the Term of this Lease, or upon
the prior termination of this Lease from any cause, all expense items prepaid by Tenant with respect to
constructing, operating, maintaining, and protecting the Premises, including, but not limited to, prepaid
insurance premiums, any tax and utility deposits, shall inure to the benefit of and become the property of
Landlord, and to this extent Tenant does hereby transfer, assign, and convey any such prepaid expense
items to Landlord.

ARTICLE XIII
DAMAGE AND DESTRUCTION

Section XIII.1 Damage and Destruction. If all or any part of the Premises shall be destroyed or
damaged in whole or in part by fire, flood or other casualty (including any casualty for which insurance
was not obtained or obtainable) of any kind or nature, ordinary or extraordinary, foreseen or unforeseen,
Tenant shall give to Landlord notice thereof within thirty (30) days after such casualty occurs. Any
repairs, alterations, restorations, replacements, and rebuilding of the Premises, the Improvement thereon,
26
or any portion thereof (including the restoration of crops, plantings, or other agricultural activity existing
in, on, or under the Premises) so damaged or destroyed shall be referred to as “Restoration” of the
Premises. Tenant shall, whether or not such damage or destruction shall have been insured, and whether
or not insurance proceeds, if any, shall be sufficient for the purpose of such Restoration, with reasonable
diligence (subject to Unavoidable Delays) repair, alter, restore, replace, and rebuild the Premises or
portion thereof so damaged or destroyed (collectively, “Restore”) the same, at least to the extent of the
value and as nearly as possible to the condition, quality, and class of the Premises existing immediately
prior to such occurrence. In no event shall Landlord be obligated to Restore the Premises or any portion
thereof or to pay any of the costs or expenses thereof. If Tenant shall fail or neglect to Restore with
reasonable diligence (subject to Unavoidable Delays) the Premises or the portion thereof so damaged or
destroyed, or having so commenced such Restoration, shall fail to complete the same with reasonable
diligence (subject to Unavoidable Delays) in accordance with the terms of this Lease, and in either case
such failure or neglect continues for thirty (30) days after notice from Landlord, or if prior to the
completion of any such Restoration by Tenant, this Lease shall expire or be terminated for any reason,
Landlord, upon notice to Tenant, may, but shall not be required to, complete such Restoration at
Tenant's sole cost and expense with the contractors and other professionals selected by the Landlord in
its sole and absolute discretion. Each such Restoration shall be done in accordance with the provisions
of this Lease. Tenant's obligations under this Section XIII.1 shall survive the expiration or earlier
termination of this Lease.

Section XIII.2 Restoration. 

(a) Prior to commencing any Restoration, Tenant shall furnish Landlord with an
estimate of the cost of such Restoration, prepared by a licensed professional engineer,
agricultural appraiser or other specialist, and/or registered architect selected by Tenant and
approved by Landlord. Landlord may engage a licensed professional engineer, agricultural
appraiser or other specialist, and/or registered architect to prepare its own estimate of the cost of
such Restoration. If there is any dispute as to the estimated cost of the Restoration, such dispute
shall be resolved by Arbitration in accordance with ARTICLE XXVII.

(b) If any vendor's, mechanic's, laborer's, or materialman's lien is filed against the
Premises or any part thereof, or if any public improvement lien relating to the Restoration of the
Premises is created or permitted to be created by or on account of any action or omission by
Tenant and is filed against Landlord, or any assets of, or funds appropriated to, Landlord, Tenant
shall immediately cause such lien to be satisfied or discharged (by bonding or otherwise).
Notwithstanding the foregoing, the existence of any such lien If the Restoration is not satisfied or
discharged as required by this Section 13.02(b), the Restoration amount shall immediately be
deemed a Rent obligation equal to the amount of such vendor’s, mechanic’s, laborer’s,

27
 materialman’s, or public improvement lien plus the costs and expenses to discharge, satisfy,
and/or release the same (including reasonable attorneys’ fees, court costs, and expenses).

(c) If the Restoration is to be paid through any applicable casualty insurance

coverage, then any payments made by such insurance carrier shall only occur upon submitted
receipts and invoices for such Restoration, less a ten percent (10%) retainage to be released only
upon the completion of the Restoration; provided, however, that if the applicable insurance
companies will not make the distributions on account of submitted receipts or invoices but a
lump sum distribution, such funds shall be deposited with a banking or other financial institution
satisfactory to Landlord (the “Depository”) and distributed on account of such invoices and
receipts arising from the Restoration and the Landlord’s approval, less a ten percent (10%)
retainage to be released only upon the completion of the Restoration. Upon completion of and
payment for the Restoration, the balance of any insurance proceeds or funds deposited with the
Depository shall be paid over to Tenant after payment of the retainage required under this
Section 13.02(c). If Landlord makes the Restoration at Tenant's expense, as provided in Section
XIII.1 hereof, then the insurance company or the Depository, as applicable, shall pay over the
available funds to Landlord, upon request, to the extent not previously paid to Tenant pursuant to
this ARTICLE XIII, and Tenant shall pay to Landlord, within ten (10) Business Days after
demand, any sums in excess of the portion of such funds received by Landlord (or if such funds
were not paid to Landlord for whatever reason) necessary to complete the Restoration

Section XIII.3 Excess Costs of Restoration. If the cost of any Restoration, determined as
provided in Section XIII.2 exceeds the net insurance proceeds, then, prior to the commencement of such
Restoration, Tenant shall deposit with the Depository , as security for completion of the Restoration, a
bond, cash, or other security reasonably satisfactory to Landlord in the amount of such excess, to be held
and applied by the Depository to the cost of the Restoration after all insurance proceeds have been
utilized and appropriately documented by Tenant to the satisfaction of the Landlord.

Section XIII.4 No Termination; No Abatement. This Lease shall not terminate or be forfeited
or be affected in any manner, and there shall be no reduction or abatement of the Rent, by reason of
damage to or total, substantial, or partial destruction of the Premises or any part thereof or by reason of
the untenantability of the same or any part thereof, for or due to any reason or cause whatsoever, and
Tenant, notwithstanding any Law, waives any and all rights to quit or surrender the Premises or any part
thereof. Tenant expressly agrees that its obligations hereunder, including the payment of Rent, shall
continue as though the Premises had not been damaged or destroyed and without abatement, suspension,
diminution, or reduction of any kind.

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 ARTICLE XIV
CONDEMNATION

Section XIV.1 Total Taking.

(a) If all or Substantially all the Premises shall be taken for any public or quasi-public
purpose by any lawful power or authority by the exercise of the right of condemnation, eminent
domain, or by agreement among Landlord, Tenant, and those authorized to exercise such right,
the Term shall terminate on the Date of Taking and the Rent payable by Tenant hereunder shall
be equitably apportioned as of the date of such taking.

(b) If all or Substantially all of the Premises shall be taken or condemned as provided
in Section 14.01(a), the award, awards or damages in respect thereof shall be apportioned as
follows: (i) there shall first be paid to Landlord so much of the award which is for or attributable
to the Land Value and the Improvement thereon; (ii) there shall next be paid to the Leasehold
Mortgagee so much of the balance of such award as shall equal the unpaid principal indebtedness
secured by such Leasehold Mortgage with interest thereon at the rate specified therein to the date
of payment (such payments to be made in order of lien priority and pari passu to Leasehold
Mortgagee with liens of the same priority); and (iii) subject to rights of any Leasehold
Mortgagee, Tenant shall receive the balance, if any, of the award. If there be any dispute as to
which portion of the award is attributable to the Land and which portion is attributable to the
Improvements constructed by Tenant after the Effective Date of this Lease, such dispute shall be
resolved by Arbitration (unless the condemning authority or a court of competent jurisdiction has
made such determination, in which case its determination shall control).

(c) Each of the parties shall execute any and all documents that may be reasonably
required in order to facilitate collection by them of such awards.

Section XIV.2 Partial Taking. If less than Substantially all of the Premises shall be so taken,
this Lease and the Term shall continue as to the portion of the Premises remaining without diminution of
any of Tenant's obligations hereunder, but the Fixed Rent shall be reduced by the ratio of square footage
of the Premises so taken to the total square footage of the Premises prior to such taking. Tenant, whether
or not the award or awards, if any, shall be sufficient for the purpose shall (subject to Unavoidable
Delays) proceed diligently to Restore any remaining part of the Premises not so taken so that the
Premises can be operated for in accordance with the Permitted Use and any Improvements effected by
the such partial taking shall be restored so that such Improvements shall be complete, operable, and self-
contained architectural unit(s) in good condition and repair in conformity with the Land. In the event of
any taking pursuant to this Section XIV.2, the entire award for or attributable to the Land and any
Improvements existing on the Effective Date taken and the Land Value thereof, shall be first paid to
29
Landlord, and the balance of the award, if any, shall be paid in trust to Tenant and deposited with the
Depository for application to the cost of Restoration of the part of the Premises not so taken or to the
Leasehold Mortgagee if so required by the Leasehold Mortgage and then any balance remaining to
Tenant in accordance with this Section 14.02. Such Restoration shall be done in accordance with and
subject to the provisions of ARTICLE XIII. Any balance of the award held by Depository and any cash
and the proceeds of any security deposited with Depository remaining after completion of the
Restoration shall be paid to Tenant. Each of the parties shall execute any and all documents that may be
reasonably required in order to facilitate collection by them of such awards.

Section XIV.3 Depository. With respect to any Restoration required by the terms of Section
XIV.2, the cost of which, as determined in the manner set forth in Section 14.02(a), exceeds the balance
of the condemnation award after payment of the expenses set forth in Section XIV.2, then, prior to the
commencement of such Restoration, Tenant shall deposit with Depository a bond, cash, or other security
reasonably satisfactory to Landlord in the amount of such excess, to be held and applied by Depository
in accordance with the provisions of Section XIV.2, as security for the completion of the Restoration.

Section XIV.4 Temporary Taking. If the temporary use of the whole or any part of the
Premises shall be taken for any public or quasi-public purpose by any lawful power or authority by the
exercise of the right of condemnation or eminent domain or by agreement between Tenant and those
authorized to exercise such right, Tenant shall give prompt notice thereof to Landlord and the Term shall
not be reduced or affected in any way and Tenant shall continue to pay in full the Rent payable by
Tenant hereunder without reduction or abatement, and Tenant shall be entitled to receive for itself any
award or payments for such use; provided, however, that:

(a) If the taking is for a period not extending beyond the Term and if such award or
payment is made less frequently than in monthly installments, the same shall be paid to and held
by Depository as a fund which Depository shall apply from time to time to the payment of Rent,
except that, if such taking results in changes or alterations in the Premises which would
necessitate an expenditure to Restore the Premises to its former condition, then, a portion of such
award or payment considered by Landlord, in its reasonable opinion, as appropriate to cover the
expenses of the Restoration shall be retained by Depository, without application as aforesaid, and
applied and paid over toward the Restoration of the Premises to its former condition,
substantially in the same manner and subject to the same conditions as provided in Section
XIV.2; and any portion of such award or payment which shall not be required pursuant to this
Section 14.04(a) to be applied to the Restoration of the Premises or any Improvements thereon or
to the payment of Rent until the end of the Term (or, if the taking is for a period terminating
prior to the end of the Term, until the end of such period), shall be paid to Tenant.

30
 (b) If the taking is for a period extending beyond the Term, such award or payment
shall be apportioned between Landlord and Tenant as of the Expiration Date, and Landlord's and
Tenant's share thereof, if paid less frequently than in monthly installments, shall be paid to
Depository and applied in accordance with the provisions of this Section XIV.4; provided,
however, that the amount of any award or payment allowed or retained for the Restoration of the
Premises and not previously applied for such purpose shall remain the property of Landlord if
this Lease shall expire prior to such Restoration.

Section XIV.5 Negotiated Sale in Lieu of Condemnation. In the event of a negotiated sale of
all or a portion of the Premises in lieu of condemnation, the proceeds shall be distributed as provided in
cases of condemnation.

Section XIV.6 Participation in Condemnation Proceeding. Landlord, Tenant, and any

Leasehold Mortgagee shall be entitled to file a claim and otherwise participate in any condemnation or
similar proceeding and all hearings, trials, and appeals in respect thereof, but Landlord and Tenant shall
represent themselves independently in seeking damages before the condemning body. Notwithstanding
this Article XIV, if Tenant is unable to obtain a separate award from the condemning authority then the
provisions in Sections 14.01 and 14.02, respectively, shall apply to the distribution of any award by such
condemning authority.

Section XIV.7 Rights of Tenant and Subtenants to File Claims. Notwithstanding anything to
the contrary contained in this Article XIV, in the event of any permanent or temporary taking of all or
any part of the Premises, Tenant and its Subtenants shall have the exclusive right to assert claims for any
trade fixtures and personal property so taken which were the property of Tenant or its Subtenants and for
relocation expenses of Tenant or its Subtenants, and all awards and damages in respect thereof shall
belong to Tenant and its Subtenants, and Landlord hereby waives any and all claims to any part thereof,
provided, however, that if there shall be no separate award or allocation for such trade fixtures or
personal property, then such claims of Tenant and its Subtenants, or awards and damages, shall be
subject and subordinate to Landlord's claims under this Article XIV.

ARTICLE XV
ESTOPPEL CERTIFICATES

31
 Section XV.1 Estoppel Certificates. Landlord and Tenant will execute, acknowledge, and
deliver to the other promptly upon request (but in no event more than ten (10) Business Days following
such request), an estoppel certificate certifying as to the following:

(a) That this Lease is unmodified and in full force and effect (or, if there have been
modifications, that this Lease is in full force and effect, as modified, and stating the
modifications).

(b) The Term of the Lease including the Expiration Date, and the number and length
of any Extension Options remaining.

(c) The dates through which the Rent under this Lease has been paid.

(d) The amount of the Rent then payable.

(e) That no notice has been given by either party regarding the existence of any Event
of Default under this Lease that has not been cured and to the best knowledge and belief of the
party providing such estoppel certificate no Event of Default exists or would exist but for the
provision of a notice or passage of time (or, if there has been any notice given or an Event of
Default exists, describing the same).

(f) Any other information as may reasonably be requested.

Certificates from Landlord and Tenant pertaining to the same matters may be relied upon by any
prospective Leasehold Mortgagee or Fee Mortgagee, or by any prospective assignee of an interest under
this Lease or by any prospective Major Subtenant or Subtenant of all or any portion of the Premises.

ARTICLE XVI
NOTICES

Section XVI.1 Notices. Any notice, demand, or request required or permitted to be delivered by
the terms hereof (a “Notice”) shall be in writing, written in the English language, addressed to a party at
the address set forth in this Article XVI, and delivered by hand delivery, or sent by certified U.S. mail,
return receipt requested, restricted delivery, or by a nationally known overnight delivery service, or by
electronic mail. The date of receipt of a Notice shall be deemed to be: (a) if delivered by hand, the date
on which delivery is actually made (or attempted if delivery is refused or rejected) as evidenced by a
receipt issued by the delivery person or company; (b) if sent by certified mail, on the third day after
being placed in the U.S. Mail; (c) if sent by nationally recognized overnight delivery service, on the first
business day after deposit with the delivery service; or (d) if sent by electronic mail, on the date sent

32
provided that a copy of the Notice is also delivered by a nationally known overnight delivery service
within two business days. Either party may change its address by giving notice of the change in
accordance with this Section 16.01. If a Notice is sent to more than one party on behalf of Landlord or
Tenant (i.e., to Tenant and Tenant ‘s counsel), delivery to either party shall be deemed delivery
hereunder. Notices may be sent by counsel for either party. A Notice shall be addressed as follows:

To Landlord: Constitution Farms, LLC

33321 Constitution Highway
Locust Grove, Virginia 22508

With a copy to: Offit Kurman, P.A.

8000 Towers Crescent Drive, Suite 1400
Vienna, Virginia 22182
Attention: Thomas Repczynski, Esquire

To Tenant: _______________________
_______________________
Attn: ___________________
Email: __________________

With a copy to: _______________________

_______________________
Attn: ___________________
Email: __________________

To Fee Mortgagee: _______________________

_______________________
Attn: ___________________
Email: __________________

ARTICLE XVII
SUBMISSION OF MATTERS TO LANDLORD FOR APPROVAL
Section XVII.1 Submission of Matters to Landlord for Approval. Any matter which
must be submitted to and consented to or approved in writing by Landlord or any matter which must be

33
submitted to Landlord which may become effective if not denied by Landlord, as required under this
Lease, shall be submitted to Landlord in the manner and to the address of Landlord designated for the
giving of notice to Landlord under ARTICLE XVI of this Lease and shall either be approved or rejected
by Landlord within thirty (30) days after receipt unless a shorter period of time is expressly stated
elsewhere in this Lease. If Landlord should fail so to approve or reject within such thirty (30) day period
as provided for herein, Landlord's approval shall be deemed rejected. Upon Tenant's written request,
Landlord shall inform Tenant in writing of its rejection or approval of such submitted matter in the
manner and to the address of Tenant designated for the giving of notice to Tenant under ARTICLE XVI
of this Lease. Any review by Landlord of any matter submitted to Landlord is for Landlord's own
convenience and purpose only. By undertaking such review, Landlord does not obtain or have any
liability to Tenant or any other person, including, without limitation, the insurers and lenders of Tenant.

ARTICLE XVIII
HOLDING OVER

Section XVIII.1 Holding Over by Tenant. Tenant shall not use or remain in possession of
the Premises after the expiration of sooner termination of this Lease. Any holding over, or continued use
or occupancy by Tenant after the termination of this Lease, without the written consent of Landlord,
shall not constitute a tenant-at-will interest on behalf of Tenant, but Tenant shall become a tenant-at-
sufferance and liable for Rent and all other expenses, obligations, and payments in effect for the
immediately preceding year of the Term of this Lease; provided, however, that Fixed Rent for any such
holdover period shall be at a rate equal to one hundred fifty percent (150%) of the Fixed Rent payable
under this Lease for the last year of the Term (which Landlord and Tenant agree is a fair and reasonable
sum under such circumstances and is not a penalty). There shall be no renewal whatsoever of this Lease
by operation of Law.

ARTICLE XIX
COMPLIANCE WITH LAWS; ENVIRONMENTAL LAWS

Section XIX.1 Compliance with Laws. Tenant warrants and agrees that, during the entire Term
of this Lease and at its expense: (a) Tenant will conduct Tenant's business and activities on or related to
the Premises only in full compliance with all applicable Laws; (b) Tenant will neither do or permit any
act or omission which could cause the Premises and Tenant's use thereof to fail to be in full compliance
with all applicable Laws; and (c) Tenant will neither do or permit any act or omission which could cause
any Liabilities to exist or be asserted against Landlord or the Premises. Without limiting the foregoing,
Tenant shall promptly cure all violations of Law for which Tenant has received notice or a public notice
of violation has been issued and pay all fines, penalties, interest, or other costs imposed by any
Governmental Authorities in connection with any violation or requirement of any Law.
34
Section XIX.2 Environmental Laws. 

(a) During the entire Term of this Lease and at its own expense, Tenant shall comply
with all Environmental Laws. Such compliance shall include: (i) Tenant's obligation to take
Remedial Action when required by Law; (ii) to pay all fines, penalties, judgments, interest, or
other costs imposed by any Governmental Authorities in connection with any violation or
requirement of any Law; (iii) resolve all claims by all Governmental Authorities or any third
party associated with actual or alleged contamination, threat of contamination, or injury to
surrounding air, land, surface water and ground water or other damage resulting from the Release
of such Hazardous Materials; and (iv) resolve all Environmental Liabilities related to or arising
out of Tenant’s use of the Premises.

(b) Tenant shall not use, store, transport, dispense or sell Hazardous Material at the
Premises, or surrounding areas, except as is customary for the operation of the Permitted Use in
accordance with the terms of this Lease and in compliance with applicable Environmental Laws
and has obtained all required permits, licenses, and authorizations to operate its business in such
manner. Tenant shall not Release, nor shall Tenant permit any employee, contractor, agent, or
invitee to Release any Hazardous Materials on, onto, in, under at, or over the Premises, into the
air or the surrounding Land, surface water or ground water except as expressly permitted by law,
including the Environmental Laws.

(c) Tenant shall notify Landlord promptly in writing if: (i) Tenant becomes aware of
the presence or Release of any Hazardous Material at, on, under, over, emanating from, or
migrating to the Premises in any quantity or manner which could reasonably be expected to
violate in any material respect any Environmental Law or give rise to any material Liability or
the obligation to take Remedial Action; (ii) Tenant has reason to know of or receives any written
notice, claim, demand, request for information, or other communication from a Governmental
Authority regarding the presence or Release of any Hazardous Material at, on, under, over,
emanating from, or migrating to the Premises; or (iii) Tenant becomes aware of any
Environmental Liabilities arising out of or related to its the Premises or its use thereof. Tenant
shall be responsible for all damages, costs, expenditures, and claims for injury to persons,
property, the Premises and the surrounding air, land, surface water, and ground water resulting
from the Release of Hazardous Materials

(d) Tenant shall take and complete any Remedial Action with respect to the Premises
and any third-party property damaged by a Release of Hazardous Materials by the Tenant in full
compliance with all Laws and shall, when such Remedial Action is completed, submit to
Landlord written confirmation from the applicable Governmental Authority that no further
Remedial Action is required.
35
 (e) Tenant shall provide Landlord with copies of all tests, studies, notices, claims,
demands, requests for information, reports, complaints, directives, citations, inquiries, orders, or
other communications relating to the presence or Release of any Hazardous Materials at, on,
under, over, emanating from, or migrating to the Premises or any alleged non-compliance with
Environmental Laws at the Premises. Tenant shall also promptly provide to Landlord copies of
all reports, correspondence, or other documents submitted to Tenant or received by Tenant
pertaining to environmental conditions, testing, or Remedial Action of or at the Premises.

Section XIX.3 Environmental Indemnification. Tenant shall indemnify, defend, and hold
harmless Landlord from any and all claims, judgments, damages, penalties, fines, costs, liabilities, or
losses which arise during or after the Term as a result of Hazardous Materials present at the Premises
and any Release thereof. This indemnification of Landlord by Tenant includes, without limitation, costs
incurred in connection with any investigation of site conditions or any cleanup, Remedial Action, or
restoration work required by any Governmental Authority because of the presence of Hazardous
Materials in, on, or under the Premises or the Release thereof.

ARTICLE XX
BROKERS
Section XX.1 Brokers. Landlord and Tenant each represent and warrant to the other that it has
not dealt with any broker other than Landlord's Broker and Tenant's Broker (collectively, “Broker”) in
connection with this Lease. Landlord and Tenant shall each indemnify and hold harmless the other from
and against any and all claims for any brokerage fee or commission with respect to this Lease
transaction by any broker with whom either Landlord or Tenant has dealt with or is alleged to have dealt
with (other than Broker). Landlord shall pay Landlord’s Broker the commission payable with respect to
this Lease transaction in accordance with a separate brokerage agreement between Landlord and
Landlord's Broker. The provisions of this Section XX.1 shall survive any termination of this Lease.

ARTICLE XXI
NO IMPAIRMENT OF LANDLORD'S TITLE

Section XXI.1 No Impairment of Landlord's Title. Tenant shall not permit the Premises to be
used by any Person at any time or times during the Term of this Lease in such a manner as would impair
Landlord's title to or interest in the Premises or in such a manner as would cause a claim or claims of
adverse possession, adverse use, prescription, or other similar claims of, in, to, or with respect to the
Premises.

ARTICLE XXII
QUIET ENJOYMENT
36
 Section XXII.1 Quiet Enjoyment. Landlord covenants and agrees that, if and so long as
Tenant timely pays all Rent due hereunder and observes and performs each and every covenant,
agreement, provision, and condition of this Lease on the part of Tenant to be observed and performed
throughout the Term of this Lease, Tenant may peaceably and quietly enjoy the Premises without
hindrance or molestation of Landlord or any Person acting through Landlord.

ARTICLE XXIII
LIMITATION OF LANDLORD'S LIABILITY

Section XXIII.1 Limitation of Landlord's Liability. 

(a) If Landlord sells, assigns, or otherwise transfers (whether by operation of Law or

otherwise) all or part of its interests in the Premises or this Lease: (i) Landlord shall be relieved
of all obligations and Liabilities of Landlord under this Lease accruing after the effective date of
such transfer (as to the portion of the Premises or the Lease so transferred); and (ii) the
transferee(s) shall be deemed to have assumed all of Landlord's obligations and Liabilities under
this Lease effective from and after the effective date of the transfer.

(b) Landlord, its partners, members, shareholders, officers, directors, and principals,
whether disclosed or undisclosed, shall have no personal liability under or in connection with
this Lease. Tenant agrees that it shall look solely to Landlord's interest in the Premises and this
Lease for the satisfaction of Tenant's remedies or to collect any judgment requiring payment of
any money by Landlord.

ARTICLE XXIV
GUARANTY

Section XXIV.1 Guaranty. At the election of Landlord at any time during the Term of
this Lease, if not provided concurrently with the execution and delivery of this Lease, Tenant shall
deliver to Landlord a Guaranty in the form attached hereto and incorporated herein as Exhibit C
executed by Guarantor. In the event there are multiple signatories to the Guaranty, the obligations of the
signatories thereto shall be joint and several. In the event Landlord does not require a Guaranty
executed by Guarantor in concurrence with the execution and delivery of this Lease and Landlord elects,
in its sole and absolute discretion, to require a Guaranty from Guarantor at a later date during the Term,
as provided for in this Section 24.01, then Tenant shall provide a fully executed Guaranty in the form
required by this Lease within fifteen (15) days of written notice to Tenant or Guarantor from Landlord.

37
 ARTICLE XXV
MEMORANDUM

Section XXV.1 Memorandum. Either Landlord or Tenant may record a memorandum of

this Lease or a memorandum of any amendment or modification of this Lease, provided the
memorandum shall not include the financial terms of this Lease, in the form attached hereto and
incorporated herein as Exhibit D (“Memorandum of Lease”). Such Memorandum of Lease shall
identify Landlord and Tenant and set forth the Commencement Date, the Expiration Date of the Original
Term, and the number of Extension Options available to Tenant. If there is a discrepancy between this
Lease and the Memorandum of Lease, the terms of this Lease shall control. Each party shall, upon the
request of the other, join in the execution of a memorandum of this Lease or a memorandum of any
amendment or modification of this Lease in proper form for recordation together with any transfer tax
returns or forms necessary for such recordation. The party requesting such memorandum of Lease shall
be responsible for the payment of any recording fees and/or taxes. Within ten (10) days of the expiration
or earlier termination of this Lease, Tenant covenants that it will execute, acknowledge, and deliver an
instrument canceling any Memorandum of Lease that is recorded and all other documentation required
to record same. If Tenant fails or refuses to execute, acknowledge, and deliver such instrument of
cancellation within 10 days after the expiration or earlier termination of this Lease then Tenant hereby
appoints Landlord as Tenant's attorney-in-fact, coupled with an interest, to execute, acknowledge, and
deliver such instrument of cancellation on Tenant's behalf and such appointment is irrevocable so long
as recordation of the termination of the Memorandum of Lease remains outstanding.

ARTICLE XXVI
EXTENSION OPTIONS

Section XXVI.1 Option to Extend. Provided no Event of Default shall have occurred and
is continuing on the date the applicable Extension Option is exercised or on the commencement of the
applicable Extension Term, Tenant shall have four (4) options to extend the Term of the Lease, each for
a period of five (5) years on the same terms and conditions of this Lease as the Original Term (each such
additional term being referred to as an “Extension Term” and each such option being referred to as an
“Extension Option”); provided, however, that the number of Extension Options shall be reduced by the
Extension Option then being exercised along with any Extension Options previously exercised and the
Fixed Rent for each Extension Term shall adjust as set forth in Section 3.01(a)(ii). Each Extension
Term shall begin on the day immediately following the date that, prior to the exercise of the applicable
Extension Option, previously had been the last day of the Term.

Section XXVI.2 Terms of Extension. Tenant shall exercise an extension option by giving
written notice to Landlord no less than one hundred eighty (180) days before the commencement of an

38
applicable Extension Term for which Tenant is exercising an Extension Option (the “Extension
Notice”).

Section XXVI.3 Failure to Exercise. If Tenant fails to timely notify Landlord of its
election to exercise its extension option in the manner set forth above, this Lease shall terminate on the
last day of the Term as then constituted.

ARTICLE XXVII

DEADLOCK AND DISPUTE

Section 27.01 Deadlock. Notwithstanding anything to the contrary contained herein, in the
event of a dispute or deadlock Landlord and Tenant which they are unable to resolve themselves after
using their best efforts to do so within thirty (30) days after written notice from one party the other citing
such dispute or deadlock, such dispute or deadlock shall be resolved in accordance with the provisions
of Section 27.02 below.

Section 27.02 Mediation and Arbitration. All disputes and controversies between Landlord and
Tenant (either one sometimes referred to as a “Party”, and sometimes, collectively, as the “Parties”)
arising out of or in connection with this Agreement, except for the limited purpose of seeking temporary
restraining orders, injunctive or other extraordinary relief that cannot first be resolved by direct
communication shall be submitted to mediation invoked by any Party in writing to the other Party and, if
mediation does not resolve any such dispute or controversy within thirty (30) days, it shall be submitted
to binding arbitration as the sole remedy pursuant to the following procedure. Either Party may, by
written notice to the other Party within fifteen (15) days after the completion or abandonment of
mediation, appoint an arbitrator who shall be either an attorney or an accountant. If the Parties cannot
agree to such arbitrator or another arbitrator within fifteen (15) days after written notice of the
appointment of the arbitrator is received by the second Party, the first Party shall apply to the Circuit
Court of the County of Fairfax, Commonwealth of Virginia to appoint a second arbitrator pursuant to the
provisions of § 8.01-581.03 of the Virginia Code. When two arbitrators have been appointed as
hereinabove provided, they shall agree on a third arbitrator and shall appoint him or her by written
notice signed by both of them and a copy mailed to both Parties within fifteen (15) days after such
appointment. Upon his or her appointment, the third arbitrator shall hold an arbitration hearing in the
County of Fairfax, Commonwealth of Virginia within thirty (30) days after such appointment. The
arbitration shall be subject to the provisions of the Virginia Code, as it may be in effect at the time of the
arbitration. The arbitrator shall permit prior to the hearing by each of the Parties limited discovery on a
schedule as determined by the arbitrator in his or her sole discretion to be appropriate for the matter
being arbitrated; provided that each Party shall be entitled to no more than two sets of interrogatories,
production of documents and admissions served by each Party upon the other Party, and to a reasonable
39
number of depositions as permitted by the arbitrator in his or her sole discretion. At the hearing the
arbitrator shall allow each Party to present his, her or its case, evidence, and witnesses, if any, in the
presence of the other Parties, and shall render a written judgment and his or her award, if any, including
a provision for payment of costs and expenses of arbitration to be paid by one or both of the Parties, as
the arbitrator deems just in his or her sole discretion. The decision of the arbitrator shall be binding on
the Parties, subject to each Party’s right to limited change, modification or correction of the award by
the arbitrator pursuant to §§ 8.01-581.08 and 8.01-581.011 of the Virginia Code or limited judicial
review to vacate the award pursuant to § 8.01-581.10 of the Virginia Code (although each Party shall
retain his, her or its right to appeal any questions of law arising at the hearing, provided such Party posts
a bond in the amount equal to 125% of the arbitrator’s award with the appellate tribunal), and judgment
may be entered on the arbitrator’s award in any court having jurisdiction.

ARTICLE XXVIII

MISCELLANEOUS

Section XXVIII.1 Landlord and Tenant Representations and Warranties. Landlord and
Tenant each represent and warrant that:

(a) This Lease has been duly authorized, executed, and delivered by such party and
constitutes the legal, valid, and binding obligation of such party.

(b) There are no actions, suits, or proceedings pending or, to the knowledge of such
party, threatened against or affecting such party, at law or at equity or before any Governmental
Authority that would impair such party's ability to perform its obligations under this lease.

(c) The consummation of the transactions hereby contemplated and the performance
of this Lease will not result in any breach or violation of, or constitute a default under, any lease,
financing agreement, or other agreement with a third party.

Tenant agrees that, if it is not an individual, it shall provide to Landlord, upon Landlord's request,
evidence that the execution and delivery of this Lease have been duly authorized by the principals or
managers of Tenant.

Section XXVIII.2 Patriot Act. Tenant hereby represents and warrants to Landlord that
Tenant nor any person, directly or indirectly, controlling or maintaining an ownership interest in Tenant:
(a) is included on any Government List (as hereinafter defined); (b) has been determined by competent
authority to be subject to the prohibitions contained in Presidential Executive Order No. 133224
(September 23, 2001) or in any enabling or implementing legislation or other Presidential Executive
Orders in respect thereof; (c) has been previously indicted for or convicted of any felony involving a
40
crime or crimes of moral turpitude or for any offense under the criminal laws against terrorism, the
criminal laws against money laundering, the Bank Secrecy Act, as amended, the Money Laundering
Control Act of 1986, as amended, or the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, Public Law
107-56 (October 26, 2001), as amended; (d) is currently under investigation by any Governmental
Authority for alleged criminal activity; or (e) has a reputation in the community for criminal or unethical
behavior. For purposes of this Contract, the term “Government List” means (1) the Specially
Designated Nationals and Blocked Persons Lists maintained by the Office of Foreign Assets Control,
United States Department of the Treasury (“OFAC”), (2) the Denied Persons List and the Entity List
maintained by the United States Department of Commerce, (3) the List of Terrorists and List of
Disbarred Parties maintained by the United States Department of State, (4) any other list of terrorists,
terrorist organizations, or narcotics traffickers maintained pursuant to any of the lists, laws, rules, and
regulations maintained by OFAC pursuant to any authorizing statute, Executive Order, or regulation, (5)
any other similar list maintained by the United States Department of State, the United States Department
of Commerce, or any other governmental authority or pursuant to any Executive Order of the President
of the United States of America and (6) any list or qualification of “Designated Nationals” as defined in
the Cuban Assets Control Regulations, 31 C.F.R. Part 515, as all such Government Lists may be updated
from time to time. The provisions of this Section 28.02 shall survive the expiration or earlier
termination of this Lease.

Section XXVIII.3 No Waiver; Cumulative Rights of Landlord. 

(a) No failure of Landlord to exercise any power given Landlord hereunder or to

insist upon strict compliance by Tenant with its undertakings, duties, and obligations hereunder,
and no custom or practice of the parties hereto at variance with the provisions hereof shall
constitute a waiver of Landlord's right to demand exact compliance with the provisions contained
in this Lease. No modification, waiver, amendment, discharge, or change of this Lease shall be
valid unless it is in writing and signed by the party against which the enforcement of the
modification, waiver, amendment, discharge, or change is, or may be, sought.

(b) All rights, powers, and privileges conferred herein upon both parties hereto are
cumulative and are in addition to and not in substitution for any other rights and remedies
available at law or in equity or otherwise.

Section XXVIII.4 Attorneys' Fees and Costs. If any action is brought by either party
against the other in connection with or arising out of this Lease, the prevailing party shall be entitled to
recover from the other party its reasonable out-of-pocket costs and expenses incurred, including, without
limitation, reasonable attorneys’ fees, in connection with the prosecution or defense of such action. The
attorneys’ fees award shall not be computed in accordance with any court fee schedule, but shall be such
41
as to fully reimburse all attorneys’ fees reasonably incurred. In addition, Landlord shall be entitled to
attorneys’ fees, costs, and expenses incurred in the preparation and service of notices of default and
consultations in connection therewith and also in any action related to Tenant’s bankruptcy or
receivership, whether or not a legal action is subsequently commenced in connection with such default
or Landlord participates in any legal action related to Tenant’s bankruptcy or receivership.

Section XXVIII.5 Provisions Are Binding Upon Successors and Assigns. It is mutually
covenanted, understood, and agreed by and between the parties hereto, that each of the provisions of this
Lease shall apply to, extend to, be binding upon, and inure to the benefit or detriment of not only the
parties hereto, but also the legal representatives, successors, and assigns of Landlord and Tenant hereto,
and shall be deemed and treated as covenants running with the Premises during the term of this Lease.
Whenever a reference to the parties hereto is made, such reference shall be deemed to include the legal
representatives, successors, and assigns of said party, the same as if in each case expressed.

Section XXVIII.6 Applicable Law. This Lease shall be governed, construed, performed, and
enforced in accordance with the Laws of the State. Tenant and Landlord do hereby consent to the
exclusive jurisdiction and proper venue of any court of law located in State as a proper forum for either
to bring legal action to enforce this Lease.

Section XXVIII.7 Waiver of Jury Trial. LANDLORD AND TENANT EACH WAIVES
ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM BROUGHT BY EITHER AGAINST THE OTHER ON ANY MATTER
WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE,
THE RELATIONSHIP OF LANDLORD AND TENANT, OR TENANT'S USE OR
OCCUPANCY OF THE PREMISES.

Section XXVIII.8 Interpretation and Construction. This Lease shall be construed without

regard to any presumption or rule requiring construction or interpretation against the party drafting an
instrument or causing any instrument to be drafted. Any captions or headings used in this Lease are for
convenience only and do not define or limit the scope of this Lease. The singular of any term, including
any defined term, shall include the plural and the plural of any term shall include the singular. Whenever
the singular or plural number, or masculine or feminine gender is used in this Lease, it shall equally
apply to, extend to, and include the other. All references to “Section” without reference to a document
other than this Lease, are intended to designate sections of this Lease, and the words “herein,” “hereof,”
“hereunder” and other words of similar import refer to this Lease as a whole and not to any particular
Section, unless specifically designated otherwise. The use of the term “including” means in all cases
“including but not limited to” unless specifically designated otherwise.

42
 Section XXVIII.9 Severability. In the event any provision, or any portion of any provision
of this Lease is held invalid, the other provisions of this Lease and the remaining portion of said
provision, shall not be affected thereby and shall continue in full force and effect, and the portion of the
Lease held to be invalid shall only be deemed invalid in the jurisdiction of the court making the ruling
regarding such invalidity.

Section XXVIII.10 Time Is of the Essence. Time is of the essence for every provision of this
Lease.

Section XXVIII.11 No Agency. Nothing in this Lease is intended, or shall in any way be
construed, so as to create any form of partnership or agency relationship between the parties, whose
relationship shall function only as that of landlord and tenant, respectively. The parties hereby expressly
disclaim any intention of any kind to create any partnership or agency relationship between themselves.
Nothing in this Lease shall be construed to make either party liable for any of the indebtedness of the
other, except as specifically provided in this Lease.

Section XXVIII.12 Entire Agreement. The making, execution, and delivery of this Lease by
Tenant has not been induced by any representations, statements, covenants, or warranties by Landlord
except for those contained in this Lease. This Lease constitutes the full, complete, and entire agreement
between and among the parties hereto; no agent, employee, officer, representative, or attorney of the
parties hereto has authority to make, or has made, any statement, agreement, representation, or
contemporaneous agreement, oral or written, in connection herewith modifying, adding to, or changing
the provisions of this Lease. No amendment of this Lease shall be binding unless such amendment shall
be in writing, signed by both parties hereto. Delivery of unexecuted copies or drafts of this Lease are
solely for the purpose of review by the party to whom delivered and are in no way to be construed as an
offer by Tenant or Landlord, nor in any way implies that Tenant or Landlord is under any obligation to
enter into this Lease. When this Lease has been executed by both Landlord and Tenant, it shall
constitute a binding agreement to lease the Premises upon the terms and conditions provided herein and
Landlord and Tenant agree to execute all instruments and documents and take all actions as may be
reasonably necessary or required in order to consummate the lease of the Premises as contemplated
herein.

Section XXVIII.13 Counterparts. This Lease may be executed in counterparts, each of which
shall be deemed an original and all of which together shall constitute one and the same instrument. Any
signature on a copy of this Lease or any document necessary or convenient thereto sent electronically
shall be binding upon transmission and the electronic copy may be utilized for the purposes of this Lease
as if it was an original.

43
 Section XXVIII.14 Joint and Several Liability. If any party consists of more than one
Person, the liability of each such Person signing this Lease shall be joint and several.

Section XXVIII.15 Exhibits. All attached Exhibits are a part of this Lease and are
incorporated in full by reference. Except as specifically provided herein, if any provision contained in
any Exhibit hereto is inconsistent or in conflict with any provisions of this Lease, the provisions of this
Lease shall supersede the provisions of such Exhibit and shall be paramount and controlling.

[SIGNATURES ON THE FOLLOWING PAGE]

44
 IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease, under Seal, as of
the Effective Date.

LANDLORD:
Witness:
Constitution Farms, LLC,
a Virginia limited liability company

__________________________ By:_____________________ (Seal)

Name: Name: Jordan Canon
Title: Manager

TENANT:
Witness:
______________________________,

a _____________________________

__________________________ By:_____________________ (Seal)

Name:
Name:
Title:

[NOTARY BLOCKS ON THE FOLLOWING PAGE]

45
STATE/COMMONWEALTH OF ____________________

CITY/COUNTY OF ____________________

I, ____________________________, a Notary Public of the aforesaid jurisdiction, certify that

Jordan Canon personally came before me this day and acknowledged that s/he is the Manager of
Constitution Farms, LLC, a Virginia limited liability company and Landlord under the foregoing Lease,
and that s/he, in such capacity, executed the foregoing instrument on behalf of said limited liability
company by authority duly given and as the act and deed of such limited liability company.

WITNESS my hand and notarial seal, this _____ day of ______________, 202__.
                                                                                                                                                

____________________________________
                                                 Notary Public
Commission Expires: __________________

STATE/COMMONWEALTH OF ____________________

CITY/COUNTY OF ____________________

I, ____________________________, a Notary Public of the aforesaid jurisdiction, certify that

_________________________ personally came before me this day and acknowledged that s/he is
____________________ of ______________________, a ______________________ and Tenant under
the foregoing Lease, and that s/he, in such capacity, executed the foregoing instrument on behalf of said

46
______________________ by authority duly given and as the act and deed of such
______________________.

WITNESS my hand and notarial seal, this _____ day of ______________, 202__.
                                                                                            
                                                    

____________________________________
                                                 Notary Public
Commission Expires: __________________
EXHBIT A

Legal Description of the Land

[Insert Legal Description]

47
 EXHIBIT B
Form of Confirmation of Commencement Date Agreement

Confirmation of Commencement Date Agreement

This Confirmation of Commencement Date Agreement (this “Agreement”) is made and entered
into as of this ________ day of ______________, 202__, by and between Constitution Farms, LLC, a
Virginia limited liability company (“Landlord”) and __________________, a Virginia
_______________________ (“Tenant”).

WITNESSETH:
Landlord and Tenant have previously entered into that certain Ground Lease agreement dated as
________________, 202___ (the “Lease”), covering certain premises located at 33321 Constitution
Highway, Locust Grove, Virginia 22508, as more particularly described in the Lease (the “Premises”).

NOW, THEREFORE, in connection with the foregoing, the parties hereto mutually agree as
follows:
1. Definitions. Capitalized terms not otherwise defined by this Agreement shall have the
meanings set forth in the Lease.
2. Commencement Date. For the purpose of confirming the Commencement Date, as
required by Section 2.03 of the Lease, Landlord and Tenant hereby agree that the Rent Commencement
Date is _____________, 202___.
3. Rent Commencement Date. For the purpose of confirming the Rent Commencement
Date, as required by Section 2.03 of the Lease, Landlord and Tenant hereby agree that the Rent
Commencement Date is _____________, 202___.
4. Expiration Date. For the purpose of confirming the Expiration Date, as required by
Section 2.03 of the Lease, Landlord and Tenant hereby agree that the Rent Commencement Date is
_____________, 202___.
5. Binding Nature. This Agreement and each and all provisions hereof shall inure to the
benefit of, or bind, as the case may require, the parties hereto and their respective heirs, successors,
and assigns.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date and
48
year first written above.

TENANT: LANDLORD:

_______________________, Constitution Farms, LLC,

a Virginia _______________ a Virginia limited liability company

By: _____________________ By: _____________________

Name: Name:
Title: Title:

49
 EXHIBIT C
Form of Guaranty of Lease

Guaranty of Lease

This guaranty (this “Guaranty”) is given by _____________________________, a

_______________________ (hereinafter called “Guarantor”, whether one or more) to Constitution
Farms, LLC, a Virginia limited liability company (hereinafter called “Landlord”) as of
________________________, 202___.

RECITALS:

WHEREAS, Landlord and __________________, a ______________________________ (the

“Tenant”) entered into that certain Ground Lease dated as of even date herewith (the “Lease”) for certain
premises located at 33321 Constitution Highway, Locust Grove, Virginia 22508, as more fully described
in the Lease and the exhibits thereto, (the “Premises”);

WHEREAS, Landlord was only willing to enter into the Lease with Tenant upon the Guarantor’s
guaranty of the Lease through the execution of this Guaranty;

WHEREAS, Guarantor has received a copy of the Lease and has reviewed the Lease and is
familiar with all provisions, terms, and conditions contained therein; and

WHEREAS, Guarantor, by virtue of its relationship as [owner/member/major shareholder] of the

Tenant, is willing to guaranty Tenant’s obligations and covenants under the Lease to the full extent set
forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged by Guarantor and Landlord, the Guarantor, intending to be legally bound, does
hereby agree as follows:

1. The introductory paragraph and recitals set forth hereinabove are hereby incorporated
into this Guaranty the same as if fully set forth hereinbelow. Any initially capitalized terms defined in
the Lease shall, when used herein, have the same meaning as provided for in the Lease.

2. Guarantor does hereby jointly and severally, unconditionally and absolutely guarantee to
the Landlord the full, prompt and complete payment by Tenant of Fixed Rent, Rent, and all other sums
which are or may be payable by Tenant under the Lease, including any sums due or payable under the
Lease arising from Tenant’s non-performance of any of Tenant’s other obligations under the Lease.
Guarantor’s obligations hereunder shall be in all instances effective without regard to any indulgence,
forbearance, delay, neglect or failure on the part of Landlord in enforcing Tenant’s obligations under the
50
Lease, and Guarantor hereby waives, to the fullest extent permitted by law, all defenses to enforcement
of this Guaranty based upon the indulgence, forbearance, delay, neglect or failure by Landlord in
enforcing Tenant’s obligations under the Lease. In addition, the validity of this Guaranty and the
obligation of Guarantor hereunder shall in no way be terminated, affected, or impaired by reason of the
release or exchange of any security deposit or other collateral given by Tenant as security for the
performance of Tenant’s obligations under the Lease, all of which may be made, done, or suffered
without notice to or consent of Guarantor.

3. Guarantor does hereby waive notice of acceptance hereof and any and all other notices
which by law or under the terms and provisions of the Lease are required to be given to Tenant, and also
waives any demand for or notice of default of the payment of Rent and other sums which may be
payable by Tenant under the Lease and the performance of all and singular the terms, covenants,
conditions, and provisions in the Lease required to be performed by Tenant; and Guarantor does further
expressly hereby waive any and all legal obligation, duty, or necessity for Landlord to proceed first
against Tenant or to exhaust any remedy Landlord may have against Tenant, it being agreed that in the
event of default or failure of performance in any respect by Tenant under the Lease, Landlord may
proceed immediately, and have right of action, solely against Guarantor or against Tenant, or jointly
against Guarantor and Tenant.

4. In the event of any bankruptcy, reorganization, winding up or similar proceedings with

respect to Tenant, no limitation of Tenant’s liability under the Lease which may now or hereafter be
imposed by any federal, state or other statute, law, or regulation applicable to such proceedings, shall in
any way limit the obligations of Guarantor hereunder, which obligations are coextensive with Tenant’s
liability as set forth in the Lease without regard to any such statutory or legal limitation. Guarantor
further agrees that the validity of this Guaranty and the obligations of Guarantor hereunder shall in no
way be terminated, affected or impaired by reason of the adjudication in bankruptcy of any person or
entity obligated under the Lease, the filing of a petition for any relief under the Bankruptcy Act, or the
death or incapacity of any of the persons constituting Guarantor. In the event of the termination of the
Lease (except by voluntary surrender accepted by Landlord or except by expiration of the Term of the
Lease), or in the event of any disavowal, disclaimer, disaffirmation, rejection, or abandonment of the
Lease pursuant to any statute or judgment, then, at the option of Landlord to be exercised at any time
within nine (9) months thereafter, Guarantor shall execute a new lease of the Premises directly with
Landlord, pursuant to which Guarantor shall be the tenant, on the same terms and conditions as those set
out in the Lease, and for a term equal to the remaining term thereof prior to disavowal, disclaimer,
disaffirmation, abandonment, rejection, or termination thereof.

5. Guarantor shall not be entitled to make any defense against any claim asserted by
Landlord in any suit or action instituted by Landlord to enforce this Guaranty or the Lease, or to be
excused from any liability hereunder based on a defense, which Tenant could not make or invoke, and
Guarantor hereby expressly waives any defense at law or in equity which is not or would not be
available by Tenant, it being the intent hereof that the liability of Guarantor hereunder is primary and
unconditional.

51
 6. It is expressly understood and agreed that this is a continuing guaranty, and that the
obligations of Guarantor hereunder are and shall be absolute under any and all circumstances, without
regard to the validity, regularity, and enforceability of the Lease or any other instruments executed in
connection therewith. Guarantor hereby acknowledges that it has received and reviewed a true copy of
the Lease and all such other instruments (if any). In the event it shall be asserted that Tenant’s
obligations are void or voidable due to illegal or unauthorized acts by Tenant in the execution of the
Lease, Guarantor shall nevertheless be liable hereunder to the same extent as Guarantor would have
been if the obligations of Tenant had been enforceable against Tenant.

7. Guarantor hereby waives notice of the acceptance hereof, presentment, demand for
payment, protest, notice of protest and any and all notices of non-payment, non-performance, or non-
observance, or other proof, or notice of demand.

8. Guarantor hereby agrees that Landlord may, without notice to Guarantor or Tenant, sell,
assign, or transfer all or any portion of Landlord’s interest in the Lease and/or the Premises, and, in that
event, each and every subsequent assignee, transferee, or holder of all or any part of such interest shall
have the right to enforce this Guaranty by suit or other remedy as if such assignee, transferee, or holder
were herein by name specifically given said rights, powers, and benefits.

9. In the event of any breach of any provision of this Guaranty, the breaching party shall
pay upon request to the Landlord all actual costs and fees, including actual attorneys’ fees or as
otherwise set by any court with jurisdiction over this Guaranty or the Lease, incurred by the Landlord as
a result of such breach.

10. Unless Landlord and Guarantor mutually agree to terminate this Guaranty, the Guaranty
shall remain in full force and effect as to any renewal, extension, modification, or amendment of the
Lease and as to any assigns of Tenant’s interest under the Lease, and despite any subletting of all or any
portion of the Premises, whether or not Guarantor had prior or subsequent notice of such renewal,
extension, modification, amendment, assignment, and/or sublease and/or had consented thereto, and
irrespective of whether such renewal, extension, modification, or amendment of the Lease, or
assignment or subletting, has the intent or effect of increasing or extending Tenant’s obligation to
Landlord under the Lease.

11. This Guaranty shall be binding upon the heirs, administrators, executors, legal
representatives, successors, and assigns of all persons constituting Guarantor, and shall inure to the
benefit of and may be enforced by Landlord and Landlord’s heirs, legal representatives, successors, and
assigns.

12. This Guaranty shall remain in full force and effect regardless of whether or not the
relationship of Guarantor and Tenant, as described in the Recitals to this Guaranty, continues.

13. If Guarantor, or any of them, are a corporation, then the undersigned officers of each such
corporation personally represents and warrants that the Board of Directors of each such corporation, in a
52
duly held and validly called meeting, has determined that this Guaranty may reasonably be expected to
benefit said corporation, and has by all requisite corporate action duly authorized such officer(s) to
execute and deliver this Guaranty to Landlord on behalf of, and in the name of, said corporation. If
Guarantor, or any of them, are a limited liability company then the undersigned managing member or
manager of each such limited liability company personally represents and warrants that the members of
each such limited liability company has by all requisite company action duly authorized such managing
member or manager to execute and deliver this Guaranty to Landlord on behalf of, and in the name of,
said limited liability company.

14. This Guaranty shall be governed, construed, and interpreted as to validity and
enforcement and in all other respects in accordance with the laws of the state or commonwealth within
which the Premises is located (without resort to choice of law principles) and can be modified, amended,
or terminated only by a written instrument signed by Landlord and the applicable Guarantor to which the
amendment applies. Guarantor hereby acknowledges that the Lease and this Guaranty are performable in
the county and commonwealth/state in which the Premises is located. Guarantor does hereby consent to
the jurisdiction and proper venue of any court of law located in the commonwealth/state in which the
Premises is located as a proper forum for Landlord to bring a legal action to enforce this Guaranty and
Guarantor’s obligations hereunder.

15. The payment by Guarantor of any amounts pursuant to this Guaranty shall not in any way
entitle Guarantor to any right, title, or interest (whether by subrogation or otherwise) of Tenant under the
Lease or to any security being held for any payment or obligation guaranteed hereby.

16. Landlord and Guarantor intend and believe that each provision of this Guaranty comports
with applicable law. However, if any provision of this Guaranty is found by a court to be invalid for any
reason, the parties intend that the remainder of this Guaranty shall continue in full force and effect and
the invalid provision shall be construed as if it were not contained herein but only as to the jurisdiction
in which such court made such ruling.

17. This Guaranty may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument. Any
signature on a copy of this Guaranty sent electronically shall be binding upon transmission electronically
and the electronic copy shall be deemed equivalent to an original and may be utilized for the purposes of
this Guaranty. This Guaranty shall be binding upon each of the undersigned Guarantor upon execution
and delivery of this Guaranty by such Guarantor, regardless of whether or not any other Guarantor, if
any, ever execute and deliver the Guaranty.

BY EXECUTING THIS GUARANTY, GUARANTOR HEREBY ACKNOWLEDGES

THAT IT HAS REVIEWED, OR HAVE HAD AN ADEQUATE OPPORTUNITY TO REVIEW,
THIS GUARANTY AND THE LEASE REFERRED TO HEREIN WITH LEGAL COUNSEL,
AND THAT IT IS ENTERING INTO THE OBLIGATIONS SET FORTH HEREIN
KNOWINGLY AND VOLUNTARILY. GUARANTOR WAIVES TRIAL BY JURY IN ANY
ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM BROUGHT IN CONNECTION
53
WITH ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE
LEASE AND/OR THIS GUARANTY.

IN WITNESS WHEREOF, This Guaranty is executed as an instrument under seal as of the

____ day of ________________________, 202___.

[SIGNATURES ON THE FOLLOWING PAGE]

54
 [Signature Page to Guaranty]

WITNESS: GUARANTOR:

By: ______(SEAL)

Name:

ADDRESS:
_____________________________
_____________________________
_____________________________

SOCIAL SECURITY NUMBER:

_____________________________

55
 EXHIBIT D
Form of Memorandum of Lease

Memorandum of Lease

After recording return to:

Thomas Repczynski, Esquire
Offit Kurman, P.A.
8000 Towers Crescent Drive, Suite 1400
Vienna, Virginia 22182

COMMONWEALTH OF VIRGINIA

COUNTY OF ORANGE

MEMORANDUM OF LEASE

THIS MEMORANDUM OF LEASE is made and entered into this ___ day of __________,
202__, by and between CONSTITUTION FARMS, LLC, a Virginia limited liability company, having
an office located at 33321 Constitution Highway, Locust Grove, Virginia 22508 (“Landlord”), and
_______________, a ____________, having an office at _______________________________
(“Tenant”).

W I T N E S S E T H:

1. Landlord, in consideration of the rents and upon the terms, conditions, covenants and
agreements set forth in that certain Ground Lease dated ________________, 202__, between Landlord
and Tenant (the “Lease”), has leased to Tenant certain premises, as more particularly described in
Exhibit 1 attached hereto and incorporated herein by reference, located at 33321 Constitution Highway,
Locust Grove, Virginia 22508 (the “Premises”).

2. The Commencement Date of the Lease began on ___________ _____, 202__ and the
Original Term of the Lease expires on ___________________; provided, however, that the Tenant has
four five-year renewal options as long as Tenant was not previously in default under the Lease.

3. The addresses of Landlord and Tenant are as set forth above and copies of the Lease are
on file with Landlord and Tenant at said addresses.

4. This Memorandum of Lease is not intended to amend or modify and shall not be deemed
or construed as amending or modifying, any of the terms, conditions, or provisions of the Lease, all of
which are hereby ratified and affirmed. The purpose of this Memorandum of Lease is to give record
56
notice of the Lease and of the rights created thereby, the terms and conditions of which Lease are hereby
incorporated by reference as if fully set forth herein. If any term or condition of this Memorandum of
Lease shall conflict with any term or condition of the Lease, the terms and conditions of the Lease shall
control. The Lease shall be binding upon and inure to the benefit of the parties and their respective
heirs, successors, and assigns, subject to the provisions of the Lease.

IN WITNESS WHEREOF, the undersigned have duly executed these presents as of the day
and year first above written.

[SIGNATURES ON THE FOLLOWING PAGE]

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 [Signature Page to Memorandum of Lease]

LANDLORD:

CONSTITUTION FARMS, LLC,

a Virginia limited liability company

By:_________________________________
Name: Jordan Canon
Title: Manager

TENANT:

_________________________,
a ________________________

By:_________________________________
Name:______________________________
Title:_______________________________

[NOTARY BLOCKS ON THE FOLLOWING PAGE]

58
STATE/COMMONWEALTH OF ____________________

CITY/COUNTY OF ____________________

I, ____________________________, a Notary Public of the aforesaid jurisdiction, certify that

Jordan Canon personally came before me this day and acknowledged that he/she is the Manager of
Constitution Farms, LLC, a Virginia limited liability company, and that s/he, in such capacity, executed
the foregoing instrument on behalf of said limited liability company by authority duly given and as the
act and deed of such limited liability company.

WITNESS my hand and notarial seal, this _____ day of ______________, 202__.
                                                                                                                                                

____________________________________
                                                 Notary Public
Commission Expires: __________________

STATE/COMMONWEALTH OF ____________________

CITY/COUNTY OF ____________________

I, ____________________________, a Notary Public of the aforesaid jurisdiction, certify that

____________________________ personally came before me this day and acknowledged that s/he is
the ____________________ of _____________________, and that by authority duly given and as the
act of the said _____________________, the foregoing instrument was signed by him/her on behalf of
the said ____________________.

WITNESS my hand and notarial seal, this _____ day of ______________, 202__.

____________________________________
                                                 Notary Public

Commission Expires: __________________

 

59
 Exhibit 1

Legal Description of the Premises

[Insert Legal Description]

4848-7468-6926, v. 1

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