Agreement of Lease (2014)Full Document 

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AGREEMENT OF LEASE

(Amendment and Restatement)

SINGLE TENANT BUILDING

THIS AGREEMENT OF LEASE (this "Lease"), by and between 290 National Road Limited Partnership organized and existing under the laws of Pennsylvania (herein called "Landlord") and FARO Technologies, Inc. organized and existing under the laws of Florida (herein called "Tenant"). This Lease and the Work Letter (defined below) collectively contain the entire agreement of the parties hereto as to the subject matter of this Lease and no representations, inducements, promises or agreements, oral or otherwise, between the parties not embodied herein shall be of any force and effect. This Lease is an amendment and restatement of the Agreement of Lease originally executed and delivered as of June 24, 2013; this amended and restated Lease completely supersedes the prior version of the Lease and the Work Letter executed by the parties in connection therewith (collectively, the "Prior Lease"), and the Prior Lease shall no longer be of any force or effect.

WITNESSETH:

1. Premises. Landlord does hereby demise and lease unto Tenant and Tenant does hereby lease and take from Landlord for the term and upon the terms, covenants, conditions and provisions set forth herein all that tract of land located at 290 National Road, West Whiteland Township, Chester County, PA (herein called the "Lot") and legally described on Exhibit "A’ attached hereto together with the building containing approximately 90,364 rentable square feet (herein called the "Building") and improvements to be constructed thereon in accordance with Article 2 hereof (the Lot and the Building and any improvements thereon being herein collectively called the "Premises"). Tenant shall have the sole right to utilize the Premises during the Term of the Lease and Landlord will not grant any other interest in the Premises to any other party (other than lenders, as allowed pursuant to the terms of Paragraph 22 below) without the prior written consent of Tenant (not to be unreasonably withheld ).

2. Completion by Landlord. The Premises shall be completed by Landlord in accordance with the plans referenced upon Exhibit B (herein called the "Plans") and the specifications referenced upon Exhibit C (herein called the "Specifications") and to the extent required by the work attached hereto as Exhibit "D" (the "Work Letter") the cost of which shall be reimbursed to Landlord by Tenant in accordance with the terms of Exhibit "D". As of the date of this Lease, Landlord has commenced construction of the Building and related improvements pursuant to its obligations under the Prior Lease. All work to be completed by Landlord pursuant to this Lease and the Work Letter is referred to as "Landlord’s Work". Notwithstanding the foregoing, the Landlord shall not within the Expansion Space as shown on Exhibit "A-1": (i) construct any Tenant improvements as part of the Landlord’s Work for the Premises Fitout, or (ii) construct any interior improvements as part of Landlord’s Work. Tenant agrees to take the Expansion Space in its present "As-Is" and "Where-Is" condition, subject only to Landlord Repair Items (defined below). Tenant shall be responsible for all finish work in the Expansion Space, subject to the Landlord approvals as required in the Work Letter. Landlord will diligently pursue completion of Landlord’s Work, and shall cause the occurrence of Substantial Completion of Landlord’s Work on or before October 27, 2014 (the "Estimated Completion Date") If Landlord fails to achieve Substantial Completion of Landlord’s Work by the Estimated Completion Date, Tenant shall receive a suspension of Base Rent equal to one day of Base Rent for each day Substantial Completion of Landlord’s Work was delayed beyond the Estimated Completion Date not due to Tenant Delay (as hereinafter defined) and there shall be an extension of the term of this lease for each day for which a suspension against Base Rent has been given. In addition, Tenant shall not be required to pay Impositions attributable to the period following the Estimated Completion Date until the date on which Substantial Completion of Landlord’s Work has occurred. For purposes of this Lease, "Substantial Completion"

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