Building Business Lease Agreement to be Completed Later (BEFA) (2023)

EX-10.12ex101.htmEX-10.1 2015 Q1 ex10.1

RENT OF PROFESSIONAL SPACE

FOR THE BUILDING FOR FUTURE COMPLETION (BEFA)

IN AND BETWEEN

CIRMAD

I

LDR MEDICAL

RENT OF PROFESSIONAL SPACE

The provisions of articles L.145-1 and others of the Commercial Code apply

IN AND BETWEEN UNDERLINES

CIRMAD EST, a company with a capital of FIFTEEN THOUSAND EUROS (€15,000), based in Nancy (54000), 35 Avenue du XXème Corps, registered in the Nancy Trade and Companies Register under number 378 686 950.

Mr. Martial Desruelles acts in the capacity of administrator and for this purpose has all the powers provided for in article L 221-5 of the Commercial Code.

In the following text "HOLDER"

FUN OF THE FIRST PART

I

LDR MEDICAL, a French simplified limited liability company (Aktiengesellschaft), registered in the commercial and business register of Troyes under number 433 924529, with registered office at rue Gustave Eiffel 4, Hôtel de Bureaux 1, 10430 Rosières near Troyes,

In the following text "LESSOR"

FUN PART TWO

Individually referred to as "Fun"or together as "customers"

Content

SUBJECTS:

This project is part of real estate financing where the LESSEE becomes the lessee of the building constructed by CIRMAD as a builder and sold in the future construction phase (VEFA) to the special purpose company Savine 3 A urban real estate company (hereafter "customer"), deren Anteilseigner der Crédit Agricole Champagne-Bourgogne, die Caisse des Dépôts et consignations und die Caisse d'Epargne Lorraine - Champagne-Ardenne sind.

As part of this financing, it was agreed that CIRMAD would sign a lease with the tenant of the building for the future completion of that building and that the buyer would be the lessor under the substitution agreed between the buyer and CIRMAD within BEFA. .

The project consists of the completion of a building [7,734 m²] in a structure on a plot of 28,818 m²²Plot in process of land numbering at Quartier Europe de l'Ouest, 5 rue de Berlin, in Sainte Savine – Grand Troyes Business Park (Part 5).

The property consists of a plot of land registered as ZHI no. 107 with 1,906 m² and 16,217 m² which are transferred to parcel ZI no. 19 and 10,695 m² which are transferred to plot ZI no. 20.

In this context and following the Grand Troyes decision of 14 October 2014, CIRMAD intends to acquire land in Sainte-Savine (10) of approximately 28,818 m² (hereinafter "Earth") in which the building will be constructed according to the technical documentation of Appendix 2 (hereinafter "Building").

The leased premises, described in more detail in article 4, were constructed taking into account the specific architectural and technical specifications determined by the LESSEE in accordance with the attached technical documentation (Schedule 2).

- By order of 25 September 2014, the mayor of Sainte Savine issued the building permit required for the construction of the building. As of that date, this license is exempt from third-party objections, county referrals, or administrative revocation. The statement of non-appeal remains attached to this appendix in Appendix A

-By decision of February 18, 2015, the mayor of Sainte Savine issued the building permit required for the construction of the building, following the changes to the project. The municipal ordinance is attachedSchedule 4.

Accordingly, the LESSOR and the LESSEE have agreed to enter into this Premises Lease for future completion in accordance with the terms and conditions set forth below, including the foregoing terms set forth in Article 36 (hereinafter "Rent").

ACCORDINGLY, THE PARTIES HAVE NOW AGREED AS FOLLOWS:

PART I - TERMS AND CONDITIONS

The headings are included for informational purposes only, to facilitate the reading of the Lease Agreement and shall not be used by the parties to interpret the provisions.

As used in the lease and unless the context otherwise requires:

- Reference to a document means that the document has been amended, supplemented or replaced from time to time.

- Reference to gender includes all genders and reference to the singular includes the plural and vice versa.

- A reference to a person includes his subsequent assigns and successors.

In case of inconsistency or contradiction between the provisions of the articles of the lease agreement and its additions, the articles of the lease agreement prevail.

The LESSOR grants to the LESSOR, who accepts it, the leased premises described in Article 4 under the commercial lease agreement.

By mutual agreement of the parties, this lease is expressly governed by regulations governing commercial leases, as derived from the provisions of articles N.145-1 et seq. of the French Commercial Code and the unrepealed articles of the Decree of September 30, 1953, as well as the provisions, fees and conditions of the lease, subject to the fulfillment of the preceding conditions.

By submitting this lease agreement, the LESSOR expressly acknowledges the LESSOR's right to benefit from the extension provided for in articles L.145-8 et seq. at the end of this lease agreement. commercial law.

If necessary, the OWNER already refrains from referring to the fact that the OWNER does not meet the conditions normally required by articles L. 145-1 and 145-8 of the Commercial Code in order to object to such an extension.

The rental premises are an integral part of the real estate complex as described below:

In the real estate complex to be built in Sainte Savine (10300), Parc du Grand Troyes, Quartier Europe de l'Ouest, 5 rue de Berlin, built on 3 levels with a covered area of ​​7734 m²:

The space for rent consists of a +2 ground floor building, which consists of:

- RECEPTION AREA

-Processing

- related fields

- Rooms for research and development

These areas will be constructed according to the technical documentation, which consists of:

- Technical bulletin version 7 of February 24, 2015 with the following attachments:

- Plans at pre-project level, indicator 4 (plans defined on 7 November 2014)

-Table of regions (version 3 created on November 7, 2014)

It is clarified that there is no difference between the dimensions and surfaces specified in the lease agreement and the actual dimensions of the leased premises (it is clarified that the parties refer to the content of the premises as it exists or as constructed) leads to The Tenant's complaint or request does not provide to the Tenant the right to reduce or increase the rent, subject to the application of provisions 4.2 and 8.2.

The LESSEE undertakes to comply with all requirements related to the rented facilities and their technical systems.

By common will of the contracting parties, all rental rooms and their belongings form an indivisible whole.

On the day of occupation of the leased space in accordance with article 39, the LESSOR is obliged to deliver to the LESSOR a measurement of the total leased area of ​​the actually constructed leased space, made by an authorized inspector.

In the event that the total leased area resulting from this measurement is more than 2% below the total leased area specified in this lease agreement, the rent will be adjusted according to the conditions specified in article 8.2.

Other superficial differences do not give the right to change the rental price.

The manufacturing standards and requirements and the quality levels to be met and, where appropriate, the type of use are defined in technical note version 7 dated 24 February 2015 and included in the technical documentation.

However, if the delivery or installation of certain materials, equipment or machinery proves impossible or difficult or prevents the good progress of the project for any reason (in particular delivery delays, manufacturing defects, import difficulties, lack of qualified workers), the OWNER may substitute other materials, equipment or machinery. Substitute machines of at least the same quality and performance, provided that the LESSOR is notified in advance in writing. If the LESSOR does not respond within ten (10) business days of receipt of the proposed change made by the LESSOR, which must include the reasons justifying the replacement of materials, equipment, supplies or machinery, the LESSOR must do so. is considered acceptable.

The lessee accepts the leased space in the condition it is in when the performance certificate is issued.

The report drawn up on the date of the certificate of completion in two originals, in accordance with the procedure set out in article 39 below, will serve as an entry list to the leased premises within the meaning of article L 145-40-1 of the Commercial Code, unless the Reserves have not yet been withdrawn and each party retains a copy.

In addition, the list must be drawn up in the event of the assignment of leasehold rights or the free assignment or transfer of a business.

In accordance with the provisions of article 25 of this lease agreement, an initial inventory must also be drawn up.

The lease agreement is concluded subject to the fulfillment of the suspensive conditions defined in article 36 (hereinafter: Conditions).

THE LESSOR will notify the lessor of the fulfillment of the foregoing conditions by registered letter with return receipt requested. It is provided that the conditions for postponement are deemed to be met on the day the registered letter is sent.

The Lease Agreement enters into force on the date of fulfillment of the last of the previous conditions of Article 36 ("Date of entry into force of the Lease Agreement").

If the Lease Agreement is void and there is no better agreement between the parties before or after the date of execution of this Lease Agreement, neither party shall be liable for any damages.

The effective date of the lease will be the date of the certificate of completion of the leased premises, which is validated by a signature on a report drawn up in accordance with the procedure set out in article 39 of the lease or, in case of dispute, the date determined by an expert of sector in accordance with the procedure set out in Article 40. established leasing procedures.

Deposit is approved and accepted for ten (10) continuous and fixed termsyears, commencing from the date of the Completion Certificate as set out in clause 39 of the lease agreement.

As an exception to the provisions of article L. 145-4 of the French Commercial Code, the LESSOR expressly waives the possibility of termination after the first two three-year periods, which are a basic condition for the consent of the LESSOR. The parties are bound by the lease agreement for a fixed, irrevocable period of ten (10).Years.

The complaint is exclusively extrajudicial with a notice of at least six (6) months.

With the express agreement of the parties and in accordance with the provisions of article L. 145-12 of the Commercial Code, in the event of an extension, the lease is extended for a period of nine (9)years,with the possibility of a three-year termination for the LESSEE. These conditions, if any, will be repeated in the document recording the renewal of the lease.

The leased premises are used as an office as part of the tenant's business.

The lessor declares that the leased premises do not represent an object open to the public (ERP) in the sense of articles R.123-2 et seq. building and housing regulations.

Interior spaces intended for storage and prototyping of medical equipment must remain, except with the express consent of the LESSOR, auxiliary activities for office use, in a space not exceeding 10% of the total interior area.

LESSOR may only perform the activity described in the preceding paragraphs, to the exclusion of all other activities, on the leased premises and this activity may not be changed without the prior written consent of LESSOR.

The lessee is personally responsible for all formalities and necessary permits for the exercise of his activity in the rented space, except for the activities related to the construction of the building (e.g. building permit). During the entire rental period, you must comply with the applicable regulations and maintain the rental premises (including the technical facilities located therein) in accordance with the regulations applicable to the activities to be performed on the premises, as well as the security, hygiene, accessibility, health and environment, all in one way, which does not create difficulties and obligations for the LESSOR in the area in question.

If administrative permits and/or declarations are required for its activity and/or its improvement works, in particular for the execution of improvement works on rented premises that are not specified in the technical file, the LESSOR must:

Failure to obtain, suspend, revoke or invalidate the permits required for the performance of the LESSOR's activities and/or for the completion of work on the leased premises shall not call into question the execution of the lease agreement and may not lead to claims or Demands from the lessee resulting in lessee or OWNER liability.

The lease was approved and accepted for an annual base rent of one million forty-one thousand three hundred and five euros (€1,041,305) exclusive of taxes and fees, distributed as follows:

-Offices: [7,734 m²] total leasable area x €134.64/m² internal area/year

It is foreseen that this rent will be adjusted annually from the date of the certificate of completion of the works, in accordance with the provisions of article 9 of the lease agreement.

In the event that the area survey provided by the LESSOR to the LESSOR at the time of possession of the Leased Premises pursuant to Article 4.2 reveals that the total leasable area of ​​the Leased Premises is more than 2% below the total leasable area, the limit of 2% is adjusted proportionately, unless this area is missing as a result of the application of new building regulations published after the building received planning permission, the enforcement of which would have been mandatory by law or regulation prior to the date of the Completion Certificate.

In the event that the area measurement sent by the LESSOR to the LESSOR on the day of possession of the leased premises in accordance with Article 4.2 shows that the total leasable area of ​​the leased premises is greater than the total leasable area as defined in this lease, it shall not there is a rent correction.

The rent reduction request submitted by the LESSOR, if permitted, must be notified to the LESSEE within one (1) month from the date of taking possession of the leased space, under threat of seizure.

LESSOR agrees to advance rent quarterly on January 1st, April 1st, July 1st and October 1st of each year to LESSOR.

The first rent payment will be made on the effective date of the rental agreement and will be prorated for the period between the effective date of the rental agreement and the end of the current calendar year.

The LESSOR must pay, at the same time as the rent, the amount of existing or future fees, taxes and duties related to the leased premises, even if they are in principle the responsibility of the LESSOR, but are required by the LESSOR in accordance with the terms of the lease and, as the case may be, the amount of expenses required for the proper execution of the lease, so that the rent collected by the LESSOR must be paid less all fees. First payment of the amount of existing or future fees, taxes and charges related to the rental premises, even if they are in principle the responsibility of the LESSOR, but will be required by the LESSOR in accordance with the terms of the lease and, where applicable, the amount of the costs necessary for the proper execution of the Lease Agreement is calculated accordingly on the Effective Date of the Lease Agreement and is calculated proportionally for the period from the Effective Date of the Lease Agreement until its expiration in the current calendar quarter.

The rents and fees for which the LESSOR is responsible are paid by bank transfer to the LESSOR's account, for which the final lessor will inform the LESSOR within three (3) months from the date of signing the BEFA.

Payments made by OWNER shall be settled by OWNER in the following order contractually accepted by OWNER:

- Collection and processing costs.

-Pity?

- Default interest in accordance with article 13.

- Provisions for fees and balance of fees.

- Deposit and reconciliation of deposits. I

- Request for rental or usage fee.

For these items, the LESSOR will primarily settle the undisputed amounts.

If the lease is extended, the parties agree that the rental price for the extended lease will be the market value of the lease, but not less than the last rental price in effect on the renewal date.

This market value of rent is determined in accordance with the provisions of articles L.145-33 et seq. French commercial law? The parties expressly agree that the reference to prices of occupied or leased premises of the same area is the rent for new leases, new leases or renewed leases, excluding any legal reference.

If the parties cannot agree on the market value of the lease within three (3) months of the first written proposal to renew the lease, the parties shall mutually agree within ten (10) business days after the expiration of the three (3) months. period. , as mentioned above, at national level appraiser whose mission is to determine the market value of the lease under the conditions specified in the above paragraphs within thirty (30) working days.

In the event that the parties are unable to appoint an expert by mutual agreement within the aforementioned period of ten (10) business days, the expert shall be appointed by the Commercial Tenant Judge at the request of one of the parties, who shall be charged with determining the purchase. value of the rent between the aforementioned conditions within thirty (30) working days from the appointment of the expert.

In order to take into account the period between the signing of the lease agreement and the effective date of the lease agreement, the parties agreed to discount the rent based on the change in the BT 01 index. It is stipulated that the discounted rent cannot be lower than the annual rent defined in article 8.1.

Accordingly, the rent payable from the Effective Date shall be determined as follows:

The LESSOR shall reimburse the lessee for the costs of improvements made by the lessor for the needs of the lessee within a period of nine (9) years from the effective date of the lease agreement.

This work will be invoiced to the LESSOR in the form of an additional rent totaling six hundred and sixty-six thousand euros (€666,000) plus taxes."Rent allowance"). With the exception of the indexation and discount clause, this rent supplement is subject to the same payment terms as the principal rent for the lease agreement.

The rental allowance is due in full from the effective date of the rental agreement.

However, at the LESSOR's request, the LESSOR undertakes to adjust the terms of payment of this supplement to the rent as follows:

With the exception of the indexation and discount clause, this rent supplement is subject to the same payment terms as the principal rent for the lease agreement.

The tenant must pay the rent supplement to the landlord quarterly in advance on January 1st, April 1st, July and October of each year.

If the LESSOR leaves before the end of the lease, the tenant must pay the balance of any additional rent before vacating the leased space.

The rental amount is subject to annual indexation without prior notice.

Therefore, it changes every year the anniversary of the entry into force of the lease by applying the INSEE rent index for tertiary activities (ILAT) - the national scale - to the lease. The indexation rate applied to the lease is the change recorded each year between the reference index used (N), which is the latest index published on the date of the completion certificate, and the index for the same quarter the following year.

Type:

etc.

Therefore, the first annual indexation takes place on the day of the first anniversary of the date of issue of the completion certificate.

It is expressly agreed that the indexation may not result in the rent falling below the original rent for the Lease as set forth in Article 8.1.

If the contractual benchmark has not yet been published by the date specified for the annual indexation, the rent payable will be provisionally calculated, using the last known index on that date as the benchmark and an adjustment will be made when the index is published. .

In the event that the aforementioned index is not published or disappears and a new index is published that replaces the current index, the rent will be adjusted according to this new index automatically and without formalities. The transition from the previous index to the new index is done using the necessary correlation coefficient.

If the parties cannot agree on the closest index within three (3) months from the date on which one of the parties proposed such index to the other party, an expert shall be appointed at the request of one of the parties, by the district court .higher court)with jurisdiction over the location of the building with a duty to find the index closest to the missing index.

The expert must notify the selected index within three (3) months from the day the case was presented to him in the report he will deliver to the clerk of the court that appointed him.

The expert's report will be attached to the Lease Agreement and all its subsequent amendments for the purpose of formulating and implementing the agreement between the parties.

The fees and expenses of the expert and his appointment shall be shared equally between LESSOR and LESSOR.

The annual price indexation is an essential, decisive and necessary condition of this Lease Agreement, without which the LESSOR would not have signed it. Accordingly, any failure to enforce this indexing clause shall, at LESSOR's discretion, constitute grounds for termination of the lease.

The rent and all rental charges and fees are exclusive of value added tax (VAT).

The OWNER declares that it opts for VAT and the OWNER agrees to pay to the OWNER the amount of VAT or any other additional or substitute tax at the legal rate in effect on the date of each payment.

The LESSOR shall draw up the annual summary statement of fees, services, expenses, contributions, taxes and fees listed below, including the payment and reconciliation of the fee account, and shall send it to the LESSEE no later than September 30 of the following year for which a declaration was made .

The fees, charges, taxes and expenses of Article 11 must be paid by the lessee as follows:

Notwithstanding the foregoing, OWNER may collect all fees, taxes, levies and expenses owed by LESSOR under the Lease Agreement directly from LESSEE.

For work, within two (2) months of the Effective Date, a provisional statement of the work that the LESSOR intends to perform on the leased premises three years after the Effective Date, together with a provisional budget, must be submitted to the LESSOR. ; It is noted that, as the leased premises are under construction, no work is currently expected during the above period (except, where applicable, for work required to remove reservations made at the time of acceptance of the work). ).

All of the above information will be updated as follows:

Fees, services and expenses are shared between the LESSEE and the LESSOR as follows:

Fees, services and costs borne by the LESSOR:

Fees, services and expenses borne by the lessee:

(i) including work to bring the leased premises, facilities and equipment into compliance with applicable laws/regulations;

(ii) with the exception of the works paid by the LESSOR in accordance with the provisions of this list, in particular heavy repairs from article 606 of the Civil Code.

Contributions, taxes and fees are divided between the LESSOR and the LESSEE as follows:

Contributions, taxes and fees paid by the LESSOR:

Contributions, taxes and fees paid by the tenant:

All taxes, fees and royalties related to the use of the rental premises or any service directly or indirectly benefiting the tenant, including:

LESSEE shall notify LESSEE of all new fees, local and state taxes and fees incurred during the lease.

This Lease Agreement is granted subject to the usual legal fees and conditions and the following fees and conditions, with which the Lessee undertakes to comply without right of termination, reduction of rent or damages. They apply both to the LESSOR and to other permanent users of the premises, as well as to this lease agreement and all subsequent lease agreements.

The lessee is obliged to use the space according to its purpose in the context of the aforementioned activity. Under no circumstances must he do or allow anything to damage the premises and must immediately notify the OWNER of any damage to property or any damage or deterioration of the rental premises.

The lessee is obliged to carry out all repairs, current maintenance and cleaning of the leased premises at his own expense throughout the duration of the lease.

The LESSOR undertakes not to do anything that could affect the maintenance, peace, appearance and operation of the building.

The LESSOR is personally responsible for the necessary official permits and the payment of any taxes that may be required as a result, therefore the LESSOR is never harassed in this regard and assumes no liability.

The LESSOR must pay all council, police and road taxes so that the lessor is not harassed or held liable in this regard.

The LESSOR may not under any circumstances change the external appearance of the building, by adding facades or decorative elements visible from the outside, without the prior written consent of the LESSOR and in strict continuous compliance with all relevant applicable regulations. .

The LESSOR may not, without the prior written consent of the lessor, place signs, inscriptions, curtains or other installations that alter the external appearance of the leased space. The installation of the above elements by the LESSEE will be done at the LESSEE's responsibility and expense. The LESSEE ensures their strength, keeps them in excellent condition and is responsible for accidents caused by their installation or existence. The tenant is personally responsible for removing boards and panels when leaving the leased premises and for renovating the premises.

The LESSEE is obliged to compensate the LESSOR for costs incurred as a result of a breach of the terms and conditions of the lease agreement, in particular all collection costs.

If the LESSOR fails to pay any installment of rent, fees or any other amount due under the Lease Agreement by the due date, the LESSOR shall be entitled, upon formal notice, to collect additional amounts due. If payment remains unanswered after fifteen (15) days, overdue interest is calculated monthly corresponding to the legal interest rate plus 500 basis points. One full month is due for each month that begins.

Subject to the above provisions, the LESSOR may also, at its discretion, invoke the termination clause contained in the lease agreement.

In order to guarantee all of its obligations under the lease agreement, including the payment of rent and fees, the Lessor paid the Lessor an advance of three (3) months' rent exclusive of taxes and fees on the date of signing the lease agreement. , i.e. the amount of two hundred and sixty thousand three hundred and twenty-six euros (€260,326).

The parties agree to post a bond in accordance with the following terms and conditions.

The parties agree that the LESSEE will send a check for the amount equal to the deposit, i.e. this deposit amount will be credited to the escrow account opened by the administrator at the Caisse des Règlements Pécuniaires des Avocats (CARPA) in accordance with the terms of the escrow agreement which set out in Schedule 9 of the Lease Agreement. The release of the amount deposited/received in trust takes place under the conditions specified in the trust agreement.

The deposit remains with the LESSOR and bears no interest to the LESSEE.

In any case, the advance must not be less than a quarter of the rent actually paid in the previous year.

The LESSOR has the right, during the period of the lease and without formalities, to collect from the deposit the amount of rent due and unpaid, as well as all other amounts due for any reason. In this case the LESSEE is obliged to pay an advance upon request so that it always corresponds to the number of agreed rent installments.

LESSOR exercises all rights of a separate creditor pursuant to Articles 2355 et seq. regarding the guarantee. of the Civil Code.

This deposit:

-can be used by the OWNER one or more times.

- legal benefit for the subsequent owners of the leased premises and all representatives of the LESSOR.

- will be automatically adjusted within ten (10) days of any change in the main rent and/or redemption, so that it always equals one quarter of the rent before taxes and fees.

- the lessee cannot offset all or part of his obligations from the lease agreement.

In the event of a judicial termination of the lease or obtaining a termination clause of the lease due to inability to fulfill the obligations of the lessee or for reasons for which the lessee is responsible, the advance payment shall be borne by the lessee. damages, subject to higher damages.

This amount will be returned to the LESSEE, (i) if the lease agreement becomes void because one or more of the previous conditions of article 36 are not met and (ii) at the end of the lease, after the keys have been handed over to the LESSOR, payment of all rents and fees and all other amounts due to OWNER or for which OWNER may be liable for any reason as a result of OWNER's actions.

In case of departure of the LESSEE for any reason, the deposit will be debited again with the amount of compensation owed by the LESSEE.

The lessor is responsible for all works and repairs, including the replacement of elements attributable to these repairs, resulting from the normal use of the rented premises and private equipment, that is to say with the exception of major repairs in accordance with article 606 of the French Civil Code Code and the cost of work to correct the age or return the leased premises to a standard condition, if they fall under the major repairs referred to in article 606 of the French Civil Code.

In this context, the LESSEE undertakes:

The lessee must return the leased space and the technical systems to it in excellent condition.

The LESSOR must enter into the following with approved and creditworthy organizations:

Annual building maintenance contracts (especially for the waterproofing of the roof and joints of windows and facades), green spaces, as well as all facilities and equipment that require maintenance and upkeep (especially electrical installations, elevators), ventilation and air conditioning systems, heating systems, fire extinguishers and networks and, where applicable, the entire sprinkler network [motor, pumps, reserves, tanks, etc.], access doors);

Annual inspection contracts of all systems that require regular inspection (in particular electrical installations, elevators, ventilation and air conditioning systems, heating systems, fire extinguishers and networks and, if necessary, the entire sprinkler network [motor, pumps, spares]). , tanks, etc.]).

The lessee must comply with the requirements of these organizations and maintain the agreements for the duration of the lease and any renewals at his own expense.

Work to bring the leased premises into compliance with existing or future regulations of any kind relating to environmental protection, health, facilities open to the public or safety, sustainable development and environmental quality shall be the responsibility of the LESSOR, as provided, these are heavy repairs in accordance with article 606 of the Civil Code.

Other compliance matters are the LESSEE's responsibility.

If this work is not done, the LANDLORD may take the place of the LANDLORD after fifteen (15) days notice is left unanswered, unless there is an emergency for the safety or stability of the building and it must be done by any company of their choice. , at the sole expense of the LESSEE, subject to any recovery costs due to damages caused by non-compliance with the provisions of this clause.

The LESSOR enters into subscription contracts directly with service providers of their choice, especially for telecommunications (telephone, internet, etc.), electricity and water.

The lessor is obliged to pay for the consumption of water, electricity and other liquids based on any meters and the rent of those meters.

In case of temporary interruption or reduction of all services, the LESSEE may not request a rent reduction or compensation, unless LESSON is responsible for this.

The LESSOR shall not hold the LESSEE responsible for any leakage from plumbing, soil, subsoil, moisture or from any other reason, unless such leakage is due to the obvious fault of the LESSOR.

The Lessor may, from the effective date of the lease or during the term of the lease, carry out any equipment and installation work it deems necessary on the leased premises, provided that such work does not change the purpose of the leased premises or the validity or in any way affect the issuance of administrative licenses (PC, PCM, etc.) obtained by the LESSOR and warranties obtained by their manufacturers or insurers. However, the LESSEE is not allowed to make installations that could obstruct access to the air conditioning system, control openings, drain cabins, shut-off valves and meters, pipes and other installations.

Any work involving alteration of distribution, demolition or drilling of walls, beams or floors, structural work and any work requiring government approval requires the prior written approval of the OWNER.

Before starting any work that goes beyond ongoing maintenance during the tenancy, the LESSOR must send the LESSOR a file with the following content:

These documents must be prepared by the main contractor and, if necessary, approved by the technical auditor.

Work can only begin after the LESSOR receives this fileWith the express consent of the LESSOR.

LESSEE must perform work in accordance with laws, regulations and industry standards, using good materials and in accordance with documents approved by LESSOR.

After securing LESSOR's authorization to perform such work and prior to performing the scheduled work, LESSOR shall, without objection or withdrawal, obtain all permits, licenses and contracts and obtain all necessary insurance coverage for the execution of the works (specifically construction insurance: civil liability insurance, including the LESSOR's liability as an owner, comprehensive insurance for construction work and structural damage insurance as well as ten-year civil liability insurance of the LESSOR's company) and provide these documents to the LESSOR after request of the latter before any work begins.

LESSEE must also demonstrate that all parties involved have taken out adequate insurance before commencing work.

The LESSEE creates a file for subsequent works in the building (Recording of subsequent interventions in the facility-D.I.U.O.) in accordance with articles N.4532-16 and others of the Labor Law and a copy is sent to the LESSOR. He must also send to the LESSOR the final report drawn up by the inspection body or technical inspector, the report on completed works, "Certificates of Compliance"/Certificate of undisputed compliance with regulations and tax payment certificates. and insurance premiums.

In general, the works performed by the LESSOR will be carried out at his responsibility, at his own expense, risk and risk by the relevant companies and at the request of the LESSOR after the approval of the building architect.

In particular, the LESSOR undertakes to assume all the consequences of any works he performs, which could affect the structure and strength of the leased space and to compensate the LESSOR for any damage caused by the execution of these works.

All work, landscaping, improvements, installations and construction of any kind, including those required by law or regulation, performed by LESSOR during the Lease Period shall become the property of LESSOR upon completion without compensation, subject to rights of the LESSOR Right to demand, at the expense of the LESSOR, full or partial restoration of the leased space to its original condition, except for works expressly approved by the LESSOR.

Regardless of article 1724 of the Civil Code, the LESSOR must tolerate and approve all repairs, alterations and other works that the LESSOR deems necessary in the leased space, without the possibility of discussing the urgency or requesting compensation for damages or reduction of rent or that become necessary, of any nature and duration, as well as any changes in fluid intake and fluid connection that may be required by distribution companies or companies responsible for the maintenance of water, electrical, telephone, heating or air conditioning networks or other facilities.

LESSOR shall notify LESSEE of the nature and expected duration of the work thirty (30) calendar days prior to the anticipated commencement of work. In emergency situations or if conservation measures are required, this period may be shortened.

The parties shall meet prior to the execution of the works (including in the event of an emergency or during the implementation of conservation measures) to jointly determine ways to deal with the inconvenience that the works may cause to the LESSEE, taking into account the circumstances. away Functional requirements are limited as much as possible.

The LESSOR must also, deviating from article 1723 of the Civil Code and without compensation or reduction of rent, tolerate any changes of the leased premises to which the LESSOR reserves the right, as long as the changes do not affect the general condition and level of their services. .

LESSOR will do what is necessary to limit as much as possible the inconvenience that LESSOR could derive from these works, taking into account its operational needs and will cooperate with LESSEE to this end.

During the lease, the LESSOR must allow the LESSOR or its representatives to inspect the leased premises during business hours to ascertain their condition. The LESSOR must, upon his request, submit all supporting documents that may be necessary for the proper fulfillment of the terms of the lease.

In particular, the parties agree to hold at least one annual meeting where they will report on the maintenance status of the rental premises.

After the notice or notice of termination of the lease, in the event of termination of the lease, the LESSOR shall permit the visits of the lessor or its representatives to the leased premises during business days and hours and signs or exhibitions during the same period in the places designated by the LANDLORD for removal. However, these signs and advertisements must not interfere with the LESSOR's operation of the rental space.

The rental premises must at all times be equipped with equipment, supplies and goods of sufficient quantity and value to provide at all times the LESSOR and serve as security for the payment of rent and all fees and obligations arising under the lease agreement .

The LESSOR undertakes to maintain the leased premises in a permanent condition for efficient and normal operation.

The tenant must personally move into the rented premises. Accordingly, the LESSOR is prohibited from subletting the leased premises, even temporarily, in whole or in part, without the LESSOR's prior written consent, which may not be withheld without reasonable cause.

However, LESSOR authorizes LESSOR to sublease all or part of the Leased Premises to one or more companies (i) owned by LESSOR and/or LDR Holding Corporation, a Delaware-based U.S. corporation located at 13785 Research Boulevard, Suite 200, Austin , Texas (the LESSOR's parent company) controls within the meaning of article L.233-3 I of the Commercial Code and (ii) which carries out the activity in accordance with the purpose referred to in article 7 above.

The LESSOR must first notify the LESSOR of this sublease and submit to the LESSOR all the supporting documents proving the fulfillment of the above conditions.

In the above event or when the sublease is approved by the LESSOR, the LESSOR remains solely responsible to the LESSOR for the payment of rent, incidental expenses and any apartment usage fees that may be due for any reason and for the fulfillment of the terms and conditions of this lease agreement.

The term of the sublease corresponds to the maximum remaining term of this lease. The sublease ends automatically and immediately if this lease is terminated early for any reason before the end of the contract period.

The provisions of this article must be fully included in the sublease agreement, which must also state the express waiver of the sublessor of any claims and rights against the LESSOR, in particular with regard to the extension of the sublease agreement in accordance with the provisions of article L. 145 -32 of the Commercial Code.

Since the leased premises are an indivisible whole at the common will of the parties, the sublease agreement is not enforceable against the LESSOR and the LESSOR declares itself personally liable therefor.

A copy of the Sublease Agreement must be sent by the Lessor to the Lessor no later than eight (8) days from the date of its signature.

LESSEE may not assign its rights under this Lease without LESSOR's prior written consent, except to a purchaser of its business or business.

In case of merger or dissociation of the LESSOR, in case of complete transfer of the property of the LESSEE in accordance with the conditions of article 1844-5 of the French Civil Code or in case of contribution of part of it, property of the LESSOR, in accordance with the conditions defined in articles N. 236-6-1, notwithstanding anything to the contrary in this Lease Agreement, to all rights in lieu of LESSOR's obligations under the Lease Agreement.

Each transfer must be certified by a notarial deed or private contract in which the OWNER must be. LESSOR will be notified of the proposed transfer by registered letter return receipt requested one (1) month prior to the proposed transfer date.

If the assignment of the lease contains an assignor guarantee clause in favor of the LESSOR, the LESSOR must notify the assignor of any non-payment by the Lessor within one month of the date on which the lessee was due.

If the LESSOR approves the transfer of the rights in this Lease Agreement, the Lessor remains co-guarantor with its representative for the payment of rent, fees and any fees for the use of the apartment that may be due for any reason and for the performance. of the terms and conditions of this lease agreement. The Lessor may invoke this warranty only for three years from the date of such transfer.

The assignment must be notified to the LESSOR in accordance with the provisions of article 1690 of the Civil Code. The LESSOR must submit the original of the assignment agreement free of charge.

If the Lease contains claims, encumbrances or encumbrances, the Lessor must be notified of said debts, encumbrances or encumbrances no later than fifteen (15) days by extrajudicial notice to the beneficiary or beneficiaries.

LESSOR shall have personal use of the Leased Premises and shall in no event subject its business to the Leased Premises under any right of lease, otherwise any lease granted in violation of this clause shall be void even if the Lease is terminated. according to the decision of the LESSOR.

LESSOR must notify LESSOR of any material change in its status or certificate of registration as soon as possible after the date of the law determining such change.

The lessee is obliged to use the leased space quietly and in accordance with articles 1728 and 1729 of the Civil Code and not to store or remove anything from the leased space, even for a short period of time.

The LESSEE may not take actions that could jeopardize the purpose or nature of the leased premises. It cannot under any pretext change this purpose or the nature of the activity carried out in the rented space, even temporarily and/or partially.

The LESSEE may not do or cause to be done anything that could result in damage to the leased premises and must immediately notify the LESSOR of any damage or deterioration to the leased premises.

He makes sure that the rental rooms remain in a neat, clean and hygienic condition.

The floor covering must not be subjected to a greater load than that specified in the technical documentation and in case of doubt, the permissible load must be checked with the LESSOR.

The LESSOR shall be responsible and bear the consequences for any problems and complaints brought against it by any party and submitted to the OWNER in a manner that does not inconvenience the OWNER and shall indemnify the OWNER for all consequences arising therefrom.

The tenant is personally responsible for the security and supervision of the rented premises.

In case of expropriation of public interest, he cannot raise claims against the LESSOR, but the LESSEE must exercise all his rights against the entity that carries out the expropriation.

The LESSOR must comply with applicable environmental regulations throughout the rental period. Therefore, the LESSOR warrants to the LESSOR that the LESSOR cannot be held responsible for the use of the leased premises by the LESSEE, with respect to the applicable regulations, except for the regulations regarding the construction of the leased premises.

LESSOR will strictly comply with all new regulations related to environmental protection.

The LESSOR, who does not control the actions performed by the LESSOR, cannot in any way or for any reason be held responsible for the LESSOR's compliance with applicable environmental regulations.

The LESSOR declares that the leased premises that are the subject of this document:

In addition, the LESSOR declares that to the best of its knowledge:

In accordance with the applicable regulations and based on the information provided by the Prefecture, the LESSOR has drawn up this document and delivered it to the LESSEE before signing it, which the LESSOR expressly confirms:

This document is attached hereto (Appendix 6).

Signed and dated by the LESSOR prior to the creation of this Agreement. LESSOR confirms that he has entered into this transaction with full knowledge of the existence and content of the appraisal.

Regulations, in particular Decree no. 96-1133 of December 24, 1996 on the prohibition of asbestos, prohibit the use of products containing asbestos. If it is a new construction, there is no asbestos in the rented premises.

AN ALIEN must comply with this prohibition and, more broadly, with all asbestos-related regulations.

According to the provisions of articles L. 134-1 to L. 134-5 of the Civil Code, all lease contracts must be accompanied by an energy efficiency assessment.

More specifically, article L. 134-2 of the Housing Act states that when a building or an addition is constructed, this estimate must be presented to the owner of the building no later than when the building is handed over.

According to the above, the LESSOR must, upon express request of the LESSEE, provide the LESSOR with an assessment of the energy efficiency of the leased space, drawn up by a competent person. It was expressly pointed out that the LESSOR assumes the costs of creating the energy balance.

The LESSOR is obliged to inform the LESSOR of the presence of termites that he may be aware of in the leased space and/or building, in accordance with applicable laws and regulations.

According to Article L. 125-9 of the Environmental Law, created by the Grenelle Law 2, which applies to land with an area of ​​more than 2000 m²in size and used for offices and commercial activities is attached to this business lease (TIMETABLE7) description of the technical characteristics of the devices and systems in the building and the leased space (waste treatment, heating, cooling, ventilation, lighting, etc.), the actual consumption of water and energy, as well as the amount of waste produced.

Before removing, even in part, its installer, the LESSEE must provide proof of payment of the taxes for which he is responsible, in particular the territorial economic development tax, both for the previous year and for the current year, and the clearance of all of the lease terms. and rental costs.

The LESSOR is also required to return the rental premises to good condition, maintain and repair it or otherwise pay the LESSOR the costs of work required to bring it into good condition. For this purpose, upon departure of the TENANT, an initial list is drawn up between the two parties, which will specifically mention the repairs for which the TENANT is responsible.

The parties agree that the "good condition" return for the essential elements of the leased space is contractually determined as follows:

All services must be performed within three (3) months prior to the return date of the premises and must be properly documented to the OWNER with invoices older than 3 months.

If repairs or work prove necessary:

The LESSOR has the right to demand from the LESSOR a daily fee of 150% of the daily rent of the last applicable rental price for the period required to bring the property into good condition, starting from the day the lease ends.

Finally, the return of the keys or their acceptance by the LESSOR does not affect his right to reconsider his claim against the LESSOR for repair costs of any kind for which the LESSOR shall be liable in accordance with the law, its clauses and conditions rental. .

If the LANDLORD refuses to vacate the premises on the expiry date of the lease, he may be compelled to do so by order of the President of the District Court. He then owes the LESSOR a fee for the use of the apartment for each day of delay in departure in accordance with the above provisions.

27. Insurance – Liability – Redress

The OWNER insures the leased premises with full insurance against ordinary perils of catastrophe, including but not limited to: fire and lightning, all explosions, electrical damage, aircraft and flying object crashes, collision with third party vehicles, assaults, terrorist attacks and natural disasters

Disasters (hurricanes, typhoons, tornadoes, storms, hail, snowdrifts), riots and popular movements, vandalism and crime, water damage and damage related to the circulation of heating and cooling fluids.

The LESSOR also ensures its civil liability for bodily or property damage caused to third parties as a result of the rented premises, their arrangement and facilities.

The LESSOR is obliged to inform the LESSOR of the contracts he intends to enter into before taking out the insurance.

These insurance proposals require the consent of the LESSOR both in terms of the risks covered and in terms of the amount of insurance premiums. However, LESSEE may not reject such insurance policies until it provides LESSOR with a new insurance policy proposal (i) from an insurance company of equal class, (ii) offering guarantees equal to those provided by LESSOR, within thirty (30) calendar days after the above notices of the insurance policy are equivalent and (iii) whose financial terms are lower than those of the insurance policy provided by the OWNER.

After presenting the appropriate supporting documents, the LESSEE shall return to the lessor the insurance premiums he has contracted, in accordance with the provisions of this article, including fees.

The LESSOR must inform the LESSEE of all items that could increase the risk and change the premium applicable to the rented premises and bear the additional premium from him.

The LESSOR shall provide the LESSOR's insurance companies with unhindered access to the rented premises in order to enable them to properly assess the risk.

LESSEE will obtain "substitute" insurance and must be personally insured against fire, lightning, explosion, electrical damage, falls and/or impacts of aircraft navigation devices, aircraft parts and objects falling from them, collisions with land vehicles, hurricanes, etc. . Storms, downpours, tornadoes, hurricanes, hail and snow on roofs, strikes, riots, popular movements, vandalism and misconduct, vandalism, assaults, water damage, natural disasters, broken glass, loss of use, legal actions by neighbors and third parties for cleaning, demolition, removal, disposal of waste, auxiliary equipment, scaffolding necessary to restore the proper condition of the site, fees for experts according to the tariff scale of the professional association of experts, as well as losses in the business of the professional association of insurance experts company, which is known as solvent, in addition to those in article 4. Details of this lease agreement (appointment), arrangements that could be made in relation to rented premises, furniture, equipment and goods.

It also covers the risk of civil liability due to its business activity as well as claims from neighbors and third parties.

He is obliged to pay his insurance premiums or installments and fully prove this at the LESSOR's first request by attaching a certificate from his insurance company that the insurance policy has been taken out and that the insurance premium has been paid.

The LESSOR also takes all measures to ensure that fire safety in the rented premises complies with the conditions provided for by the current regulations and rules applied by the French insurance companies.

These rules remain in effect for the duration of the lease and any renewals. During the lease, the LESSOR must prove the validity of his contracts within five (5) days at the LESSOR's request by providing proof of payment of his insurance premiums.

The LESSOR is obliged to notify the LESSOR immediately in writing and at the latest within two (2) working days of any damage to the leased premises, even if no obvious damage has been caused, provided that he is personally obliged to compensate the LESSOR for the amount of the immediate or indirect damage

Because of this damage, cause damage to the LESSOR or, in particular, hold the LESSOR liable if he did not report the damage to the insurance company of the leased premises in a timely manner.

If the rental rooms are damaged due to burglary, burglary, glass breakage, etc., the tenant is required to return the rental rooms in good condition and bear the costs.

In the event of an incident, the LESSOR and its insurance companies expressly waive any recourse and claims of any kind against the LESSEE and its insurance companies, based on the total or partial destruction of its equipment, furniture and property or based on the inability to use of the leased premises or any other loss or damage.

In return, the LESSOR and its insurance companies waive all rights of recourse against the LESSOR and its insurance companies, except in the case of malicious acts and willful misconduct resulting from the total or partial destruction or deterioration of the leased premises. Accordingly, it is clarified that the LESSEE is exempted from insuring his risks related to the lease.

Accordingly, it is clarified that the LESSEE is exempted from insuring his risks related to the lease.

In addition, the LESSOR and its insurance companies waive any right regarding liability or claims against the LESSOR and its insurance companies in the following cases:

•Robbery, attempted robbery, any other crime or robbery of which the LESSOR could be a victim in the rental premises and the LESSOR has no obligation to supervise. The LESSOR is responsible for ensuring the safety and supervision of the rented space and its property in the manner it deems most appropriate.

•Removal, interruption or malfunction of various common services and equipment (water, electricity, lifts, IT networks, etc.) or other problems arising from the condition of the building, works or repairs, regardless of the cause, nature or duration , the LESSOR undertakes to take all necessary measures to restore the functionality of the mentioned equipment and supply the mentioned fluids.

•The LESSOR cannot demand compensation or reduction of rent and/or compensation from the LESSOR and its insurance companies for any interruptions or irregularities in its activities, equipment and services:

•in the case of general proceedings for third-party compensation, according to which the LESSEE waives claims against LESSON in accordance with § 1719 para. 3 BGB.

•in the event of accidents occurring in or on account of the building during the period of the lease, regardless of the cause. Therefore, the LESSOR assumes, on his own behalf and with his sole responsibility, the full civil liability arising from this, either towards his staff, or towards the LESSOR or third parties, without the LESSOR being hindered or prosecuted.

•in case of defects or deficiencies in the construction; In this case the LESSEE specifically waives the possibility of recourse to the provisions of articles 1719 and 1721 of the Civil Code.

•in case of difficulties of any kind arising from the execution of the works, elimination of problems or works related to various guarantees owed by manufacturers;

•in case of disturbances resulting from the condition of the ground floor and basement (presence of networks, cables, excavations, slabs, etc.) and possible collapses and disturbances that could arise from this.

•In the event of damage resulting from the condition of the building and subsequent disturbances, fixed or mobile.

During the first lease of the building after completion, the Lessor receives a guarantee for the full performance, good operation of the equipment and a 10-year guarantee in accordance with article 1792 et seq. of the Civil Code and undertakes to take all necessary measures in relation to damages, defects, defects in finish or compliance covered by legal guarantees from which it benefits.

The LESSOR is responsible for the elimination of defects and damages covered by the aforementioned legal guarantees and related claims and will take all reasonable measures to obtain from the contractual partners measures to solve the LESSEE's problems to the extent that it can be limited this work, as well as its duration.

In order for the OWNER to exercise his rights from articles 1792 et seq. The lessee is obliged to report any damage as soon as he becomes aware of it and at the latest within the deadlines specified below, by registered letter with return receipt or in person with return receipt, for all the duration of the lease to enable the LESSOR to use this remedy.

In the event of default by the LESSOR, recourse against the LESSOR is no longer allowed and the consequences will be borne by the LESSOR.

All damages occurring within a period of one (1) year from the date of commencement of work must be reported promptly within the stated warranty period, which expires 1 year after commencement of work on the building. For this purpose, the LESSOR informs the LESSEE of the date of taking over the building.

During the completion bond, the LESSOR shall prepare a report for the completion bond, listing the damage identified and the corrective work to be performed and documenting the completion of such work.

Damages that can be caused under the statutory two-year and ten-year warranty must be reported immediately to the OWNER for the duration of said warranty, which expires two (2) years or ten (10) years after acceptance of construction work.

The parties will arrange an inspection of the leased premises in the year before the expiry of the 10-year guarantee, in three (3) months before the expiry of the two-year guarantee and one (1) month before the expiry of the completion guarantee.

Regarding the inspection of the leased premises, which will be carried out within one (1) month before the end of the Guarantee for the completion of the works, a report on the unrepaired damages will be drawn up and signed by the parties. . The LESSOR has one month to take steps to correct the problem.

If the leased premises were to be completely destroyed by fire, explosion, regardless of cause or event, the lease would be rightfully terminated, without either party owing any compensation.

In case of partial loss, with the exception of the provisions of article 1722 of the Civil Code and with the consent of the LESSOR, the LESSOR is authorized to:

In case of continuation of the lease, the LESSOR must, with the approval of the competent authorities, return the leased premises to normal condition within a maximum of twenty-four (24) months, using the total compensation paid by the insurance company. according to the following provisions.

For as long as the partially damaged rental premises are brought into good condition, the lease remains in effect with a reduction in rent and corresponding costs for the remaining usable area.

If within this period of twenty-four (24) months, for reasons for which the LESSOR is not responsible, it turns out to be impossible to restore the correct condition (in particular due to the cost of restoration) and if the damage is only partially possible, the rental agreement will be canceled on payment of reasonable fees to the lessee.

28. Termination Clause

The parties expressly agree that in the event of non-payment of any single rental period, when due or related charges (including late payment interest, indexing reminders, etc.) will be refunded or generally in the event of non-compliance with the terms of the lease andone (1) month after the payment order was issued or, otherwise, the enforceable order was unsuccessful,The rental agreement will be legally terminated if the LESSOR deems it appropriate, without the need to go through court formalities.

The LESSOR may vacate the leased premises by simple injunctive relief from the presiding judge of the competent district court.

In no way should this article be interpreted as a threat or almost formality. Article 28 contains an express deviation requested and accepted by the contracting parties pursuant to Article 1184 last paragraph of the Civil Code.

In addition, the LESSOR reserves the right to initiate any action it deems appropriate, in particular before the courts, in particular to request the payment of arrears of rent, any damages, interest and costs related to the LESSEE's non-compliance with the terms of the lease.

29. Professional liability

If the leased premises are not returned to the LESSOR on time and are not occupied at the end of the lease, the occupancy fee owed by the lessor or his legal successors until the actual date of return is 1.5 times the daily equivalent of three months." rent TTC plus fees and all rights to Subsequent Interests in favor of LESSOR. Professional indemnity does not include duties and taxes, as duties and taxes are levied in addition to the indemnity debtor's fees.

30. Substitution – substitutability

If the LESSOR during the lease or one of its renewals, in any form, transfers the ownership of the leased premises, the new owner automatically assumes for the LESSOR all rights and obligations arising from the lease, active and passive, and such replacement has already been accepted by the LESSEE shall not be considered an innovation in relation to the lease.

It is hereby agreed and accepted by the parties that the lease is with CIRMAD but that the buyer has ownership of the lessor in accordance with the allocation agreed between the buyer and CIRMAD in the BEFA.

31. Forbearance – non-waiver

No implied agreement by LESSOR to enforce the provisions of the Lease Agreement, regardless of frequency or duration, shall create any rights for LESSOR. The OWNER or his agent may terminate and require the LESSEE to strictly comply with the Rental Terms at any time, without condition or time frame.

Accordingly, LESSOR's failure to perform any breach of any obligation, whether temporary or permanent, set forth in the Lease Agreement shall not be construed as a waiver of such obligation by Lessor. Therefore, it can at any time require the lessee to fulfill said obligation.

Deviation from the lessor's obligations under the lease agreement, the law or moral obligations is possible only with the prior, express and written consent of the LESSOR.

32. Communication

LESSOR expressly authorizes LESSOR to report the existence and content of the lease in its entirety to the US Federal Securities and Exchange Commission, the US Securities and Exchange Commission (SEC), and all relevant authorities from upon which Lessor depends, notify their parent company, LDR HOLDING CORPORATION, a US corporation incorporated in the State of Delaware, with registered office at 13785 Research Boulevard, Suite 200 Austin, Texas, USA, to comply with any law, rule, regulation or similar governmental request.

33. Undivided lease

The lease agreement and its supplements constitute an indivisible whole that cancels and supersedes all previous agreements and obligations between the parties that had the same or similar subject matter. The tenancy can only be changed by a subsequent deed drawn up and signed by the parties.

34. Problems

LESSOR shall, upon first demand, reimburse LESSOR for all costs, expenses, costs and fees in connection with any out-of-court proceedings required for lessor's failure to comply with the terms of the lease agreement.

All costs and fees of the Lease Agreement and subsequent agreements, amendments and extensions thereof shall be borne equally by the OWNER and the LESSOR, including the costs of any proceedings or advertising of the Lease Agreement.

35. Choice of residence

For the execution of the lease agreement, the parties choose their place of residence:

under the jurisdiction of the District Court of Troyes.

Part II - Special conditions

36. Conditions of the lease agreement

This Lease Agreement is signed and accepted by the parties hereto in accordance with the preceding terms set forth below (“prerequisites"):

All the above conditions apply exclusively to the LESSOR, who may demand or waive them solely at his own risk and responsibility. Any such waiver shall be notified to LESSOR by registered letter with acknowledgment of receipt, if applicable.

If any of the conditions of suspension are not met by March 7, 2015 and LESSOR does not expressly waive its right to enforce non-compliance with any of the conditions of suspension, such period shall be automatically extended by fifteen (15) calendar days.

After this period and if no better agreement is reached between the parties before or after the date of signing this Lease Agreement, this Lease Agreement will automatically terminate without any process or formal notice being required and without compensation being required from either party .

The Lessee and the Landlord agree that compliance with the above conditions is necessary and decisive for their consent to this Lease Agreement.

37. Definition of completion of leased premises

Regardless of the provisions of Article R. 261-1 of the French Construction and Housing Law, the parties agree to define the completion of the rental premises as follows:

1) full completion of the leased space according to:

2) completion of appropriate functional tests of the leased space, final connection of the leased space with external distribution networks (water, electricity, natural gas, telecommunications, etc.) and normal use of those serving the space.

When evaluating the performance, violations of the terms of the lease will not be taken into account if they are not material, as well as defects that do not render the above works or elements useless for their use, if these violations or defects are minor and have in the leased premises which are not of a general nature, preventing their correct use.

The parties agree that the leased premises cannot be considered complete in the following cases:

38. Date of completion of leased premises - Justifiable reasons for delay - Continuation of work

The scheduled completion date for the leased premises is March 30, 2016, which date may be extended if necessary due to delays due to force majeure and/or justifiable reasons for delay (hereinafter “Contract completion date").

The date on which the completion of the leased premises is recognized is the date of signing the report drawn up in accordance with the procedure set out in Article 39 of the lease agreement or, in case of dispute, the date by an expert in accordance with the procedure set out in Article 40 of the lease agreement (below "Date of completion certificate").

Without prejudice to the provisions of article 38.2 below, in the event of a delay in the completion of the leased premises in relation to the above-mentioned agreed completion date, the LESSOR owes the LEASE fine per day of delay in euros (350,000 euros). confined.

For the purposes of the lease agreement, only the following events will be considered justifiable reasons for delay if they affect the continuation of construction work:

In the event of force majeure or reasonable cause for delay, the contractual completion date will be postponed for a period equal to the time during which the said event prevented the continuation of the work and confirmation of completion.

The above events, with the exception of changes requested by OWNER and accepted by OWNER and BUYER, may delay the agreed completion date only to the extent that:

If there is no agreement between the LESSOR and the LESSOR on the implementation of the provisions of this article, it is expressly agreed that an expert will be appointed to examine whether the fact referred to by the LESSOR does indeed constitute a justified reason for the delay. , and if so, what are the real consequences of the delay in carrying out the work?

This expert shall be appointed in accordance with the terms of Article 40 and shall be selected from the list specified in the plans. In particular, the Expert acts as a joint representative and any decision reached will be binding on the parties without any rights for either party.

The costs and financial consequences resulting from the intervention of this expert and, if applicable, his judicial appointment, will be borne by the OWNER or the LESSEE depending on whether the existence of a justified delay has been determined by the expert and if it ends with a late date completion of the contract. in accordance with the aforementioned provisions.

For the entire duration of the construction, a Coordinating Committee will be set up consisting of a representative of the LESSOR, a representative of the LESSEE and a representative of the BUYER or their representatives of your choice.

The task of the steering committee is to inform the LESSEE and the BUYER of the progress of construction and to consider possible changes at the request of the LESSEE, LESSEE or BUYER, depending on the needs and progress of the construction.

The first meeting of this committee will be held in the month in which the work begins. After that, the committee meets at least once a month and if either party deems it necessary, more often.

During the meetings of the coordination committee, the LESSOR and/or the BUYER may formally communicate to the LESSOR any observations, limitations and reservations it has regarding the performance of works and services resulting from the site visit originally requested by the LESSOR.

At each meeting of the Committee, the LESSOR draws up minutes, the content of which cannot be interpreted as a change in contractual relations or acceptance of a change of job. It will be sent to the LESSEE and the BUYER.

The LESSOR and the BUYER are prohibited from participating in the performance of the LESSOR's work and posing as the owner or lessee in order to give instructions to architects, contractors or other persons working on the construction site.

None of the options given to the LESSEE and the BUYER in the preceding sub-paragraphs can relieve the LESSEE of his entire liability as an owner.

Due to the hazardous nature of the entire construction site, the LESSEE and the BUYER are expressly prohibited from entering the site during construction without the express permission of the LESSOR.

It is noted, however, that the participation of the LESSOR and the BUYER or their assistants in visits or meetings, or oral or written observations of such persons or information made available to such persons, can never reduce the obligations of the LESSOR under the of this contract. , whole and whole will remain whole .

These are all constructive and internal design changes, the aim of which is to solve a technical problem and/or to complete or finalize the architectural effect or harmony of the building and which are carried out by the OWNER in agreement and at the initiative of the client. they become contractors for the execution of works.

However, these changes can only be made after the LESSOR has obtained the consent of the LESSOR and the Buyer to the Terms. To this end, the LESSOR will send the LESSOR and the BUYER a complete record of the requested changes. This file must contain the reasons for the requested changes. If Lessor does not respond within ten (10) business days of Lessor's receipt of the proposed change, Lessor shall be deemed to have accepted such proposal. If a Monitoring Committee meeting is held during the above ten (10) business day period, a decision must be made on the change requests requested at that meeting.

The LESSOR is personally responsible for authorizing the Buyer by giving the LESSOR the written consent of the Buyer. The lessor does not need to ask the buyer directly for approval.

In addition, LESSOR shall provide LESSOR with samples of materials as well as decorative finishes, such as finishes for facades, bathrooms, living rooms, wells and elevator shafts, etc.

In any event, technical submissions must be timely to ensure that additional samples are collected and submitted if previous samples are deemed unacceptable.

LESSOR shall ship the Samples to LESSOR thirty (30) days prior to the intended use of the Materials and/or completion of the Finishing Work. If LESSEE does not respond within ten (10) calendar days of receipt of the Sample, LESSEE shall be deemed to have accepted the proposed sample. It is the OWNER's responsibility to obtain the buyer's permissions and to give the OWNER written consent of the buyer. The lessor does not need to ask the buyer directly for approval.

All samples must be kept in the sampling offices until delivery of the building.

The execution certificate of the leased space is issued simultaneously with the receipt of the works and the delivery of the building, so that the date of the execution certificate is the same as the date of receipt of the works and delivery of the Building.

The LESSOR invites the LESSEE, by sending a certified letter with acknowledgment of receipt (copy by e-mail) at least fifteen (15) days before, to participate in the preparatory work. Lease Certificate Confirming Completion Lease the premises in accordance with the contract definition above and indicate any caveats on the Completion Certificate report.

These preparatory works are included with the consent of the LESSEE:

- summary of the audit body's opinion;

- Receipt of inspection Q18.

The duration of these preparatory works is thirty (30) calendar days from the day the LESSEE receives the above documents.

During this period, the LESSOR makes available to the LESSOR: (i) the site manager who supervised the work and (ii) all necessary equipment to access the property.

This preliminary confirmation of completion of work for leased premises is performed by office and commercial contractors.

When this preparatory work is completed after a certificate of completion of the property, a completed work file is submitted. This file should contain the following:

- architectural drawings with the location and definition of the cover and equipment mentioned in the description;

- maintenance plans with location and determination of control points of technical systems.

- plans of technical installations.

- COPREC test results.

-final report of the Technical Control Office.

- Acceptance of IT.

-infrared thermographic reference of all distribution boards.

- the technical director's certificate on compliance with regulations on accessibility for people with reduced mobility;

- a list of all materials and equipment used by the entrepreneur with documentation, name, supplier references and addresses.

After the completion of the preparatory work for the certification of the completion of the asset, a joint report on the recognition of the state of said completion and a report in two original copies confirming the completion of the asset and, if necessary, a list of reservations, are drawn up.

To this end, the LESSOR shall notify the LESSOR by registered letter with acknowledgment of receipt (with a copy by e-mail) at least five (5) days before the meeting at which the performance verification report will be drawn up.

Afterwards, the LESSEE assumes possession of the rented premises. The time available to the LESSEE for moving is five (5) working days from the day after signing the minutes confirming the completion of the leased space.

Possession of the premises can only be refused if there are faults or structural defects in the configured stocks of such importance that they would prevent the operation of the move. These are recognized defects that do not justify such refusal of entry to the premises will not delay possession.

The parties agree that the leased space cannot be considered complete in the following cases:

The list of reservations visually reported by the OWNER and accepted by the OWNER is attached to this report ("reservations").

The LESSOR is obliged to arrange for the cancellation of the reservations within two (2) months of the LESSEE moving to the leased premises. The tenant must be informed of the intervention of the company to cancel the reservation 48 hours in advance, stating the name of the intervention, the date of the intervention, the duration and the type of intervention. After the reservation cancellation visit, the Parties will jointly prepare a reservation cancellation Report, to which the Lessor will be invited by registered letter with acknowledgment of receipt five (5) business days before the date of cancellation of said reservation. visit.

After the date of the Performance Certificate, the LESSOR may no longer require additional work from the LESSOR in respect of obvious defects or poor quality work, whether it is poor quality work, incomplete work or non-conformities that would otherwise not have been reported. removal of recognized reservations or works requested by the expert referred to in article 40.

If, for any reason, the LESSOR does not appear on the date specified in this article, a second invitation to the meeting will be sent to him by registered letter with a request for confirmation of receipt or by personal letter against confirmation of receipt with two (2) business letters in advance .

In case of non-attendance of the LESSOR at the new meeting, the leased space will be considered complete and the report on the Certificate of Work Completion prepared by the LESSOR will be considered valid only for the LESSOR.

The LESSOR sends the LESSOR a report on the cancellation of all bookings.

According to the contracts signed by CIRMAD and the buyer under BEFA, in the event that the lessee does not take possession of the leased premises after confirming the completion of the leased premises in accordance with the terms specified in the lease agreement, the buyer will benefit from a reduction in the sale price of the building in the amount of one million three hundred eighty six thousand three hundred and fifty euros (€1,386,350), which corresponds to 10% of the total sale price.

Pursuant to this Agreement, BUYER, CIRMAD and LESSEE agree that in such event, or upon confirmation of completion of the leased premises in accordance with the terms set forth in the Lease Agreement, LESSEE shall not take possession of the leased premises , but the LESSOR is responsible for the following, since the official notice of possession of the premises sent by registered letter with acknowledgment of receipt remains unresolved after fifteen (15) days:

Payment of this final lump sum to the original lessor must be made no later than thirty (30) days after:

If such amount is not paid within the aforementioned thirty day period, the original Lessor shall be entitled to monthly default interest equal to the legal interest rate plus five hundred (500) basis points on the amount due. Each month that begins counts as a full month.

It is stipulated that the parties:

The fee must be paid to the final lessor no later than thirty (30) days from the following date:

If such amount is not paid within the aforementioned thirty day period, the original Lessor shall be entitled to monthly default interest equal to the legal interest rate plus five hundred (500) basis points on the amount due. Each month that begins counts as a full month.

If the LESSEE does not agree with the status of completion of the rented space, a report will be drawn up confirming the refusal to recognize the completion. If no agreement is reached between the LESSOR and the LESSEE within five (5) business days, the parties expressly agree to the appointment of an expert who will prove whether the leased facilities have been completed within the meaning of the defined definition and whether the work necessary to complete the leased premises within the meaning of this article.

This expert shall be appointed under the conditions laid down in this Article and shall be selected from the list set out in Annex 8.

Such expert shall be jointly selected by LESSOR and LESSOR within five (5) business days of the inspection of the leased premises, during which there were disagreements regarding the completion of the leased premises. If an agreement is not reached between the OWNER and the LESSEE within five (5) working days, this expert shall be appointed by the President of the District Court of Troyes upon the request of the most earnest party.

Since the leased premises forming part of the building being sold are sold before completion, it is stipulated that the parties will try to use the same expert as that used if necessary in the handover process between the seller in the sale before completion (VEFA ). and its buyer.

After the work foreseen by the above-mentioned expert has been properly completed, a new meeting will be convened in which the completion of the leased space will be jointly recorded in the presence of the expert.

This expert will act as a joint representative and the decision will be binding on the parties without right of appeal for either party.

The costs and financial consequences arising from the intervention of the expert and possibly his judicial appointment will be borne by the LESSOR or the LESSOR, depending on whether the expert determined the completion of the leased premises according to the law or not according to the criteria. defined above.

If the inspector determines that the leased space is completed with or without a reserve, the date on which the LESSOR was first asked to confirm the completion of the leased space is considered the date of confirmation of the performance of the leased space.

Otherwise, the LESSOR is obliged to carry out or have carried out the works foreseen by an expert for the completion of the leased premises and to call the LESSOR again by registered letter with return receipt. During this re-inspection to confirm completion, a new report will be prepared and countersigned by the inspector. Even if the report is not signed by either party, the date of the completion certificate is the date on which the surveyor determined the leased premises to be completed.

The same professional judgment provided in this article shall be applied in the event of a dispute between the LESSOR and/or regarding the status or justification of the reservations made by the LESSEE at the time of confirmation of the completion of the leased premises and/or in the event of a dispute between of lessors to cancel one or more bookings. In these last two cases, the expert will decide whether the reservation in question should be accepted or not and/or whether the OWNER has actually removed it. The fee of the expert is borne by the person whose statements the expert rejects.

The LESSOR is obliged to hand over the keys for access to the rented space only if the following conditions are met:

Upon completion of the construction works, the LESSEE may, if deemed necessary, request changes from the LESSOR in writing, which will be detailed in the technical documentation.

The LESSOR will inform the BUYER and ask for his opinion on this.

If LESSOR believes that the alteration work required by LESSOR is compatible with the progress of construction, legal and regulatory provisions, the use of the leased premises and the contractual completion date of the leased premises and BUYER has determined it when the execution of the of such work, of which the LESSOR informed him in advance, shall inform the LESSOR and the Buyer within ten (10) business days of the LESSOR's written request regarding the deadline for execution and the expense account. stating the financial terms for the completion of said remodeling works.

The OWNER is personally responsible for the approval of the BUYER by providing the written consent of the OWNER to the Buyer: the OWNER does not need to directly ask the BUYER to obtain his approval.

LESSOR will then have five (5) business days to confirm the change request and accept the estimate. Unless the buyer expressly agrees to undertake the conversion work mentioned above, the LESSEE is obliged to pay the amount at the LESSOR's first demand.

In any case, the LESSOR must:

If, after the Lease Effective Date, LESSEE wishes to consider expanding the area of ​​the Leased Premises, the parties shall meet to discuss in good faith the technical, legal and economic feasibility of the proposed expansion and, if necessary, discuss the necessary conditions for implementation.

By express agreement, the lessee waives the right of priority of article L145-46-1 of the Commercial Code, so that the lessor is free to transfer the leased premises during the lease without any obligation to him.

Done at Troyes on March 6, 2015, in 4 originals