LEASE

Date: 5Tl/O/l//5[

LESSOR: LESSEE:
PORT OF TACOMA NORTHWEST INNOVATION WORKS,
A Washington port district TACOMA, LLC
One Sitcum Way (98421) 13215 SE. Mill Plain Blvd, Suite 08331
PO Box 1837 Vancouver, Washington 98684
Tacoma WA 98401 919.605.5360
253.383.5841
1. Premises: Lessor hereby leases and grants to Lessee, and Lessee

hereby leases and accepts from Lessor, on the terms and conditions stated in this
Lease, the following described area and use rights in the Port of Tacoma, Tacoma,
Pierce County, Washington (collectively the "Premises?):

1.1 Primam Premises: Approximately 90 acres of land located at 3400 Taylor
Way, Tacoma, Pierce County, Washington 98421, as shown and described in
EXHIBITA attached hereto (?Primary Premises?). The actual area of the Primary
Premises shall be determined by a survey to be completed during the Feasibility Period
pursuant to Section 1.3 below.

1.2 Non-Exclusive Preferential Use Area: The non-exclusive preferential use
of the East Blair 1 Terminal (?Non-Exclusive Preferential Use Area?), containing
approximately 16 acres as shown and described in EXHIBIT A attached hereto, for
berthing, loading, and discharging of vessels with Permitted Products (as de?ned
below), the conveyance of such Permitted Products to and from the Non-Exclusive
Preferential Use Area and for the installation and operation of a pipeline connecting the
Non-Exclusive Preferential Use Area with the Primary Premises for the conveyance of
such Permitted Products. Preferential Use is defined as the use of the pier and
adjoining area for the account of the Lessee (and its contractors, suppliers and
customers in connection with Lessee?s business) over other users (Port of Tacoma
included) so as not to interrupt the business of the Lessee. When the pier and/or
adjoining area is not in use by Lessee (or its contractors, suppliers or customers), the
Port of Tacoma or other customers of the Port of Tacoma shall have an option to berth
a vessel, provided that they do not interfere with or delay any scheduled usage by
Lessee (or its contractors, suppliers or customers). Any improvements or modi?cations
to the Non-Exclusive Preferential Use Area need to be pre-approved by the Lessor prior
to construction. Lessee?s non-exclusive preferential use right shall be subject to the
superior right of the United States military to use the berth and East Blair 1 Terminal
(EB-1) for military purposes. Lessee shall report all barge and vessel activity in
advance to the Port of Tacoma wharfinger in accordance with the Waterway
Management Program for the Port of Tacoma. Lessor shall use reasonable commercial
efforts to schedule military usage of the Non-Exclusive Preferential Use Area and the
supporting infrastructure in a manner that minimizes disruption of Lessee?s business

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and use of the Non-Exclusive Preferential Use Area. To the extent practical, Lessor will
endeavor to consult with Lessee prior to scheduling military usage of EB-1. If at any
time during this Lease, Lessee?s operations on, or use of, the Non-Exclusive
Preferential Use Area will be suspended for 30 days or more, then Lessee shall
immediately notify Lessor in writing stating the anticipated duration of such suspension,
and shall provide written updates to Lessor of any and all changes in the
anticipated duration of such suspension.

1.3 Actual Acreage. The actual acreage of the Premises (Primary Premises
and Non-Exclusive Preferential Use Area) shall be determined by a survey to be
conducted by Lessee, at Lessee?s expense, during the Feasibility Period (as defined
below), which survey shall be subject to review and approval by Lessor and Lessee.
Construction Period Rent and Rent for the Primary Premises and the Non-Exclusive
Preferential Use Area shall be based on the actual acreage of the Primary Premises
and the Non-Exclusive Preferential Use Area, except as provided in Section 37.

2. Use Rights in Addition to Premises: In connection with the operation of
Lessee's business on the Premises, Lessee will require certain easements, licenses, or
other rights as described below ("Usage Rights?). To the extent they are to be obtained
from the City of Tacoma and/or other third parties, Lessee will be responsible for
obtaining them at Lessee?s sole cost and expense. To the extent they involve land or
improvements owned by Lessor (?Usage Rights Area"), Lessor shall grant to Lessee the
Usage Rights described below during the Feasibility Period subject to ?nal mutual
agreement between Lessor and Lessee regarding the location and terms of such grant
thereof during the Feasibility Period, and subject to all required agency authorizations.
Any Usage Rights agreement between the Lessor and Lessee shall be documented by
a separate written agreement to be negotiated by the parties and subject to all required
agency authorizations. If the parties are unable to reach an agreement with respect to
the Usage Rights during the Feasibility Period, Lessee shall have the right to terminate
this Lease in accordance with Section 3.3 hereof. The existence and location of the
Usage Rights shall also be memorialized in the Memorandum of Lease to be executed
by the parties and recorded during the Feasibility Period.

2.1 Pipeline Easements: Lessee will use its commercially reasonable efforts
to obtain, on terms and conditions acceptable to Lessee in Lessee?s sole discretion, a
non-exclusive pipeline easement (?Pipeline Easement?) from the City of Tacoma and
certain other third parties for the purpose of installing, operating, inspecting,
maintaining, repairing, and removing multiple pipelines and associated ?xtures and
equipment along Taylor Way and other properties not owned by Lessor. In addition,
Lessor shall grant to Lessee an associated Pipeline Easement ("Port Pipeline
Easement"), as generally shown in EXHIBIT B, across land owned by the Lessor,
subject to ?nal mutual agreement between Lessor and Lessee regarding the location
and terms thereof during the Feasibility Period and subject to all required agency
authorizations. The terms of such agreement with Lessor shall include, but shall not be
limited to, the following: the Port Pipeline Easement shall terminate no later than the
termination of this Lease; an annual fee subject to annual adjustment on the same
date and in the same percentage as de?ned in Section 4.3; Lessee at its sole cost

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and expense shall be responsible for securing all agency and other permits and
approvals required for such easement and for all construction related thereto including,
but not limited to, mitigation and remediation required by any agency as a result of the
construction. and for completing and performing all construction, mitigation,
remediation, and other conditions required by any agency as a result of the construction
(for historical contamination in the Port Pipeline Easement, remediation by Lessee is
limited to removal and authorized disposition of contaminated soil encountered or
exposed during the construction and which was or will be impacted by the construction);
Lessee at its sole cost and expense shall be required to perform all construction,
maintenance, repairs and monitoring related to its pipeline and equipment located in the
Pipeline Easement and Port Pipeline Easement; Lessee at its sole cost and expense
shall be responsible for removal and authorized disposition of contaminated soil
encountered or exposed as a result of Lessee?s construction and which was or will be
impacted by the construction, including historical contamination, and taking any other
reasonable actions required to keep from exacerbating any historical contamination as a
result of the construction; Lessee at its sole cost and expense shall be responsible
for monitoring related to historical contamination that is or may be impacted by Lessee?s
pipeline or equipment or its construction or installation, if and to the extent such
monitoring is required by any agency in connection with or arising from such
construction and/or Lessee?s activities or improvements; (9) Lessee shall relocate or
remove the Port Pipeline Easement (and Pipeline Easement to the extent then located
on property owned or controlled by the Port) and all improvements and equipment
located therein if required by Lessor based on future redevelopment, provided that the
costs of such relocation or removal shall be paid by Lessor; and at the end of the
term, Lessee at its sole cost and expense shall be required to remove all improvements
and product from the Usage Rights Area for the Port Pipeline Easement (and Pipeline
Easement to the extent then located on property owned or controlled by the Port),
perform all remediation which is required to be performed by Lessee under this Lease,
and restore the property to its condition prior to the commencement of the Port Pipeline
Easement (and Pipeline Easement to the extent then located on property owned or
controlled by the Port). Except as otherwise provided above, Lessor, at its sole cost
and expense, shall be required to perform all monitoring and remediation relating to
historical contamination which predates this Lease (except to the extent that Lessee's
construction activities exacerbate any historical contamination, and except for removal
and disposition of contaminated soil encountered or exposed as a result of Lessee?s
construction activities and which was or will be impacted by the construction). The initial
fees for the Port Pipeline Easement shall be $7.00 per lineal foot per year, subject to
annual adjustment on the same date and in the same percentage as defined in Section
4.3.

2.2 Stormwater Easement: Stormwater discharge from the Primary Premises
shall be as generally shown on EXHIBIT hereto. Lessee shall be responsible for
constructing the stormwater system for the Primary Premises, and for monitoring,
maintaining, and maintaining the permit for, the stormwater system for the Primary
Premises, and for complying with all requirements related thereto. If required, and
subject to Lessor?s review and approval of Lessee?s descriptions, plans, and
specifications for Lessee?s stormwater system for the Primary Premises, which approval

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shall not be unreasonably withheld, conditioned or delayed, Lessor will grant Lessee a
non-exclusive easement during the Term of this Lease for stormwater discharge from
the Primary Premises (?Stormwater Easement?). The Stormwater Easement will be
documented by a separate easement agreement on mutually agreeable terms to be
negotiated and executed during the Feasibility Period, and subject to all required
agency authorizations. The terms of such Stormwater Easement for the Primary
Premises shall include, but shall not be limited to, the following: the Stormwater
Easement shall terminate no later than the termination of this Lease; no fee shall be
charged for the Stormwater Easement; Lessee shall be responsible for the repair
and maintenance of those portions of the stormwater system, drain lines, and outfalls
that serve exclusively Lessee?s Premises, and Lessor shall be responsible for the repair
and maintenance of those portions of the stormwater system, drain lines, and outfalls
that do not serve exclusively Lessee?s Premises; Lessee at its sole cost and
expense shall be responsible for securing all agency and other permits required for
such easement and the construction related thereto including, but not limited to,
mitigation and remediation required by any agency as a result of the construction, and
for completing and performing all construction, mitigation, remediation. and other
conditions required by any agency as a result of the construction (for historical
contamination, remediation by Lessee is limited to removal and authorized disposition of
contaminated soil encountered or exposed during the construction and which was or will
be impacted by the construction); Lessee at its sole cost and expense shall be
required to perform all construction, maintenance, repairs and monitoring related to its
stormwater pipeline for the Primary Premises and the related equipment; Lessee at
its sole cost and expense shall be responsible for removal and authorized disposition of
contaminated soil encountered or exposed as a result of Lessee?s construction and
which was or will be impacted by the construction, including historical contamination,
and taking any other reasonable actions required to keep from exacerbating any
historical contamination as a result of the construction; (9) Lessee at its sole cost and
expense shall be responsible for monitoring related to historical contamination that is or
may be affected by Lessee?s stormwater system (including but not limited to pipelines,
catchbasins, and other appurtenances) or its construction or installation, if and to the
extent such monitoring is required by any agency; except as othenNise provided
above, Lessor, at its sole cost and expense, shall be required to perform all monitoring
and remediation relating to historical contamination which predates this Lease (except
to the extent that Lessee?s construction activities exacerbate any historical
contamination, and except for removal and disposition of contaminated soil encountered
or exposed as a result of Lessee?s construction activities and which was or will be
impacted by the construction); and Lessee shall relocate or remove the easement
and all improvements and equipment located therein if required by Lessor based on
future redevelopment, provided that the costs of such relocation or removal shall be
paid by Lessor. Lessee shall also be responsible for monitoring, maintaining, and
maintaining the permit for, the stormwater system for the Non-Exclusive Preferential
Use Area, and for complying with all requirements related thereto. Lessor shall
reimburse Lessee for Lessee?s reasonable costs for monitoring of the Non-Exclusive
Preferential Use Area during any Third Party Usage of such area, and for any
reasonable costs or damages incurred by Lessee as a result of such Third Party Usage.
Lessee shall also be responsible for constructing the stormwater system for the EB-1

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Access Road (de?ned below), and after its completion by Lessee and acceptance by
Lessor, Lessor shall be responsible for monitoring, maintaining, and maintaining the
permit for, the stormwater system for the EB-1 Access Road, and for complying with all
requirements related thereto, provided that such system is designed and constructed as
a completely separate system; othenNise, Lessor shall only be responsible for such
system up to the point that it connects to another system.

2.3 EB-1 Access Road: The parties acknowledge that Lessee?s development
of the site may interfere with access to other sites at the Port of Tacoma. Lessee at its
sole cost and expense shall construct as part of Lessee's Tenant Improvements (as
defined below) an access road around the Premises and to the property line of the
parcel on which the Primary Premises is located, to provide alternative access routes to
these sites, as generally shown in EXHIBIT hereto Access Road?) which
construction will be in accordance with the standards as de?ned in EXHIBIT hereto.
Lessee?s construction of the EB-1 Access Road shall be subject to Lessor's prior written
approval of all plans and specifications in accordance with Lessor?s Tenant
Improvement Procedure which approval shall not be unreasonably withheld, conditioned
or delayed. Lessee?s construction of the EB-1 Access Road shall be completed during
the Construction Period (as de?ned in Section 3.4 below). Lessor, at Lessor's expense,
shall have the right, during construction of the EB-1 Access Road and at any time and
from time to time thereafter, to add utilities, communications, and other lines, wires,
facilities, equipment, and appurtenances; provided however, that any such additions by
Lessor shall be subject to Lessee's review to ensure such additions are compatible with
Lessee?s existing and planned developments and existing and planned operations on
the Primary Premises. Upon acceptance of the EB-1 Access Road by Lessor, which
approval shall not be unreasonably withheld, conditioned or delayed, Lessor shall be
responsible for maintaining the EB-1 Access Road and the storm drain system related
to the EB-1 Access Road (as stated in Section 2.2 above), and for complying with all
requirements related thereto.

2.4 Third Party Usage: The provisions of this Lease and all exhibits thereto
regarding indemnity, repair, maintenance and insurance are not intended to impose
liability or responsibility on Lessee for any loss or damage resulting from any usage of
the Primary Premises during the Feasibility Period or the Non-Exclusive Preferential
Use Area or any of the nonexclusive Usage Rights Areas herein granted or Alexander
Avenue by third parties or their employees, agents, contractors, subcontractors,
customers, suppliers, sub-tenants, licensees, invitees, visitors or guests for purposes
unrelated to this Lease or Lessee?s business (?Third Party Usage"), except to the extent
caused by the negligence or other wrongful act or omission of Lessee or its employees,
agents, contractors, subcontractors, customers, suppliers, subtenants, licensees,
invitees, visitors, or guests. The term ?Third Party Usage" does not apply to Lessee's
employees, agents, contractors, subcontractors, customers, suppliers, sub-tenants,
licensees, invitees, visitors or guests acting under or for Lessee in the context of
Lessee's business or related to this Lease or Lessee?s business. With the exception of
the EB-1 Access Road and associated stormwater system, no third party shall have the
right to utilize any Tenant Improvements, or any of Lessee?s equipment or property

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which may be located at the Non?Exclusive Preferential Use Area or on any Usage
Rights Area.

2.5 Alexander Avenue. If Alexander Avenue is vacated by the City of Tacoma
after the effective date of this Lease, then Lessor and Lessee will consider amending
this Lease to add part or all of the land received by Lessor in such vacation to the
Premises, subject to mutual agreement regarding all terms of such amendment.

2.6 Other Usage Rights: If Lessee requires additional easements, licenses, or
other usage rights on Lessor?s property in connection with Lessee's business on the
Premises, then Lessor agrees to consider and enter into good faith negotiations with
Lessee regarding the same.

3. Term:

3.1 Initial Term: The term of this Lease shall commence on May 1, 2014
(?Commencement Date?), subject to Lessor's receipt of the ?rst month of Feasibility
Period Rent, security deposits in a form acceptable to Lessor, and proof of insurance in
a form acceptable to Lessor. The term (as same may be extended, ?Term") of this
Lease shall be for a period of thirty (30) years and shall terminate on April 30, 2044,
subject to early termination during the Feasibility Period as defined below, subject to
extension as described below, and subject to earlier termination pursuant to this Lease.

3.2 Extension Term: The term of this Lease may be extended for one (1)
additional period of twenty ?ve (25) years, on and subject to the following conditions:
The extension shall be subject to the mutual agreement of Lessor and Lessee, each
acting in its sole and absolute discretion. (ii) The extension term shall be on the same
terms and conditions as the Initial Term, except that Rent shall continue to increase
pursuant to Section 4 below, and except as mutually agreed to by the parties.
Lessee shall notify Lessor in writing by certi?ed mail of Lessee?s intent to extend the
Lease no later than three (3) years prior to the expiration of the Initial Term (?Extension
Notice?). (iv) Lessee shall not be entitled to extend this Lease if Lessee is in default
(after applicable notice and cure time) of the performance of its obligations under this
Lease or under any Usage Rights or other rights of Lessee related to this Lease at the
date notice of extension is due or at the date the extension term is to commence.
Lessee shall not be entitled to extend this Lease if Lessee is a corporation, limited
liability company, or other entity whose stated duration will expire prior to the end of the
extension term. Lessor shall notify Lessee in writing within one (1) year from receipt of
an Extension Notice whether or not Lessor intends to extend the Term.

3.3. Feasibility Period:

3.3.1 Lessee acknowledges that some or all of the Premises and Usage Rights
Areas are currently in use by others or may be in use by others during the Feasibility
Period (as de?ned below). Lessee agrees that it shall not unduly interfere with any such
uses during the Feasibility Period. During the initial Term, Lessee shall have the right,
commencing on the Commencement Date and continuing for eighteen (18) months after

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the Commencement Date (as the same may be extended, the "Feasibility Period"), to
inspect the Premises, obtain all necessary permits, conduct feasibility studies, ?nalize
the locations for Usage Rights and terms of the agreements evidencing the Usage
Rights and execute same, review title, conduct surveys, verify the berth arrangements
and fees, conduct environmental studies and perform other necessary due diligence.
Any physically intrusive boring, testing or other activity on the Premises or any Usage
Rights Area designated for an easement or other Usage Right shall be subject to
Lessee?s prior submittal to Lessor of a written scope of work, which shall be subject to
Lessor?s approval prior to any such activity occurring and which approval shall not be
unreasonably withheld, delayed or conditioned.

3.3.2 The Feasibility Period may be extended by Lessee by written notice to
Lessor on a month to month basis until thirty (30) days after all permits to be obtained
by Lessee have been received and for such other period as may be agreed to by the
parties in writing; provided that the total Feasibility Period shall not be longer than
twenty-four (24) months unless othenivise agreed to by the parties in writing. During the
Feasibility Period, the exact locations for all Usage Rights shall be determined and correct
legal descriptions substituted for existing Exhibits for the Usage Rights where necessary
and the exact acreage of the Premises shall be determined and agreed to between the
parties.

3.3.3 Lessee may terminate this Lease upon written notice to Lessor at any time
prior to the expiration of the Feasibility Period, but Lessor shall be entitled to retain all
Feasibility Period Fees accrued through the termination date and the Feasibility Period
Termination Fee described in Section 3.3.4.

3.3.4 If this Lease is terminated on or before expiration of the Feasibility Period,
then Lessee shall pay Lessor a Feasibility Period Termination Fee in the amount equal to:
$1,800,000, minus the aggregate amount of all Feasibility Period Fee payments
previously paid by Lessee to Lessor. The Feasibility Period Termination Fee shall be
secured by a letter of credit, cash deposit, or other security acceptable to Lessor in its
sole and absolute discretion, in the amount of $1 ,800,000, under Section 5.

3.3.5 If this Lease continues to the Construction Period, then (in addition to
Construction Period Rent and full Rent) Lessee shall pay Lessor a Deferred Feasibility
Period Fee in installments on the ?rst day of each month during the Construction
Period and continuing thereafter for the number of months equal to the number of
months in the Feasibility Period, in an amount equal to the difference between
$100,000.00 and the amount of the Feasibility Period Fee paid by Lessee for the
corresponding month of the Feasibility Period with partial months being prorated in all
cases. For illustrative purposes, if the Feasibility Period lasted for a period of 17
months and Lessee made all Feasibility Period Fee payments when due, then for the
?rst 17 months of the Construction Period, the Deferred Feasibility Period Fee payable
to Lessor would equal $76,000.00 per month for the ?rst 6 months of the
Construction Period ($100,000 - $24,000); $84,000.00 per month for the next 6
months of the Construction Period ($100,000 - $16,000); and (0) $92,000.00 per month
for the next 5 months of the Construction Period ($100,000 - $8,000). If the length of

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the Feasibility Period exceeded the length of the Construction Period, then Deferred
Feasibility Period Fee payments shall continue after the end of the Construction Period
until paid in full.

3.3.6 In addition to the above payments, Lessee shall pay Lessor a Feasibility
Period Completion Payment in the amount of $4,000,000, which payment shall be made
on the last day of the Construction Period.

3.3.7 If Lessee does not give written notice of termination to Lessor prior to the
expiration of the Feasibility Period, then this Lease shall automatically continue.

3.3.8 At any time during the Feasibility Period, Lessee may notify Lessor that the
Premises are acceptable for its purposes and that Lessee desires to proceed to the
Construction Period. No construction may be commenced on the Premises or any Usage
Rights Area until expiration or termination of the Feasibility Period.

3.4 Construction Period: During the initial Term, if Lessee does not terminate
this Lease during the Feasibility Period, then the construction period (?Construction
Period?) shall commence immediately following the expiration or termination of the
Feasibility Period. During the Construction Period, Lessee may construct or cause to
be constructed all or a portion of the tenant improvements (?Tenant Improvements")
described in the Scope of Development Schedule attached hereto as EXHIBIT E. It is
nevertheless anticipated by the parties that construction under the Scope of
Development Schedule may continue after the Construction Period has ended and that
certain portions of the Tenant Improvements re?ected on the Scope of Development
Schedule may be constructed as and when needed after the Construction Period based
on customer demand and other business considerations. The Construction Period shall
end on the earlier to occur of the delivery of Permitted Product for transport or
storage; or (ii) January 1, 2019. Notwithstanding the foregoing or anything else to the
contrary, construction on the Non-Exclusive Preferential Use Area shall not commence
until July 1, 2018.

4. Rent and Other Fees:

4.1 Feasibility Period: Commencing on the Commencement Date, and on the
?rst day of each month thereafter during the Feasibility Period, Lessee shall pay in
advance to Lessor, as consideration for the Feasibility Period under this Lease,
$24,000.00 per month for the ?rst six months of the Feasibility Period,
$16,000.00 per month for the next six months of the Feasibility Period, and
$8,000.00 per month for the remainder of the Feasibility Period, including any
extensions, with partial months being prorated in all cases (?Feasibility Period
Fee?). The Feasibility Period Fee is not refundable under any circumstances and shall
not be applied to any other period or charge.

4.2 Construction Period: Commencing on the ?rst day following the end of the
Feasibility Period, except as provided below, and on the first day of each month
thereafter during the Construction Period, Lessee shall pay in advance to Lessor,

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 rent (?Construction Period Rent?) in the amount of the one-half of the full
Rent for the Premises under Section 4.3 below (with partial months being prorated).
Notwithstanding the foregoing or anything else to the contrary, construction on, and
Construction Period Rent for, the Non-Exclusive Preferential Use Area shall not
commence until July 1, 2018.

4.3 Full Rent Commencement: Commencing on the ?rst day following the end
of the Construction Period ("Full Rent Commencement Date") and on the ?rst day of
each month thereafter during the remaining Term of the Lease, Lessee shall pay in
advance to Lessor rent (?Rent?) in the amount of $6,000.00 per acre per month for the
Primary Premises, and $8,000.00 per acre per month for the Non-Exclusive Preferential
Use Area (with partial months being prorated). Rent shall be automatically adjusted
(during the Term and all extensions thereof) effective as of each anniversary of the Full
Rent Commencement Date or effective as of each anniversary of the ?rst day of the
month following the Full Rent Commencement Date if the Full Rent Commencement
Date does not fall on the ?rst day of the month (each such date being a "Rent
Adjustment Date") by the percent change over the one (1) year period immediately
preceding such date in the Consumer Price Index (CPI) for the Seattle-Tacoma-
Bremerton area, All Items, Not Seasonally Adjusted, 1982-84=100, All Urban
Consumers (CPI-U), as issued by the US. Department of Labor, Bureau of Labor
Statistics, or the successor index or closest comparable index if the above index is no
longer published. The ?gure for the month closest to and preceding the Rent
Adjustment Date, and the 1 year period based on such month, shall be used if no ?gure
is published for the exact date or month described above. The manner of calculating
the adjustment is illustrated by the following example:

Current CPI Index (December 2013) 241.055
Less previous CPI Index (December 2012) - 237.993
Equals index point change 3.062
Divided by previous CPI Index 237.993
Equals 0.0128659
Result multiplied by 100 100

Percent Change 1.29%

The resulting product, or the percent change, rounded to 2 places after the decimal
point, shall be multiplied by the existing Rent, and the product thereof shall be
added to such Rent to determine the Rent for the one (1) year period
immediately following the applicable Rent Adjustment Date. Each adjustment shall be
calculated as soon as the figures for the applicable Rent Adjustment Date become
available, and shall be effective as of the applicable Rent Adjustment Date. Within thirty
(30) days of the date of Lessor?s notice of adjustment after completion of an adjustment
calculation, Lessee shall pay to Lessor the amount of any de?ciency in rent paid by
Lessee for the period following the subject Rent Adjustment Date, and shall thereafter
pay the adjusted rent until receiving the next notice of adjustment from Lessor.

4.4 Leasehold Excise Tax and Rent Payments: All payments by Lessee to
Lessor shall be by an electronic funds transfer process satisfactory to the Lessor.

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Washington State leasehold excise tax as now or hereafter assessed (currently
assessed at 12.84% of taxable rent) shall be payable to the extent required by law on
amounts becoming due during the Term, as the same may be extended, and shall be
payable with the or other payment of such amounts. Feasibility Period Fee,
Construction Period Rent, and Rent shall be prorated for partial months during the
Term. All payments not received when due shall incur a late charge of 1.5% per month
of the amount past due. Lessor and Lessee understand that only the Construction
Period Rent and Rent for the Primary Premises is subject to leasehold excise tax;
however, Lessor and Lessee acknowledge that the issue may be determined otherwise
by governmental agencies and courts, and Lessee further acknowledges and agrees
that Lessee shall be responsible for payment of any and all leasehold excise tax as now
or hereafter assessed.

4.5 Wharfage: In addition to Rent, Lessee shall pay a wharfage fee in the
following amount per metric ton of Permitted Products (as defined in Section 6.1 below)
other than zinc sulfide as set forth below.

a) For volume moved across the East Blair 1 Terminal and outbound from
the Port of Tacoma: $2.00 per metric ton up to and including 1.8 million metric tons
per calendar year, subject to annual adjustment of the wharfage rate as provided below.
(ii) For volume per calendar year above 1.8 million metric tons and up to and including
3.6 million metric tons, the wharfage fee shall be 90% of the then applicable rate under
above. For volume per calendar year above 3.6 million metric tons, the wharfage
fee shall be 90% of the then applicable rate under (ii) above.

b) Lessee shall pay an equivalent fee per metric ton of Permitted Products
other than zinc sul?de departing the Primary Premises by any means other than
across the East Blair Terminal, or (ii) moved in any vessel to vessel transfer at the East
Blair 1 Terminal.

c) Wharfage for all other items shall be according to Port of Tacoma Tariff.
The above wharfage fee for Permitted Products shall be in lieu of any wharfage fee
imposed by Port of Tacoma tariff as currently in effect or as hereafter amended or
adopted. Lessee shall report its throughput by calendar month in arrears on or
before the third day of the immediately following month, and shall pay to Lessor
wharfage fees, and the aforementioned equivalent fee, due on its throughput in
arrears on or before the ?fteenth day of the immediately following month. Lessee
shall measure and report its throughput based on metered volume handled per day.
Wharfage shall be increased on the same dates and in the same percentage as Rent
under Section 4.3 above. Payments not received when due shall incur interest at 1.5%
per month from the date due until paid in full.

Upon request by Lessor made at any time during this Lease and up to 2 years
after the termination or expiration of this Lease, Lessor and its representatives are
entitled to review all books and records of Lessee related to all volumes of all products
handled by Lessee at the Premises and all wharfage paid to Lessor during the term of
this Lease. If the review determines that volumes have been understated or wharfage
underpaid, then Lessee shall immediately pay the amount underpaid with interest at

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140417Lease(NWlW-v5)

1.5% per month from the date when such payment should have been made until paid in
full, plus the reasonable costs and attorney fees related to the review and the collection
of amounts due.

4.6 Dockage: Dockage will not be charged by the Port of Tacoma against
vessels berthing at East Blair 1 Terminal pursuant to the Tariffs (as de?ned below) if
loading or discharging Permitted Products (as de?ned in Section 6.1 below).

4.7 Tariffs: ?Tariffs? mean the tariffs of the Port of Tacoma, as now in effect or
as from time to time amended or adopted. The Lessor?s Tariffs include various fees and
charges for services and additional rules and regulations. To the extent that the Tariffs
cover charges, fees, etc. for services not covered in this Lease, the fees and charges,
etc. under the Tariffs will apply. To the extent that the fees or charges are covered by
this Lease, they will supersede the Tariffs and will be in lieu of the fees and charges
under the Tariffs for such items. Further, to the extent clearly inconsistent with the
provisions hereof, the provisions of this Lease will take precedence and control over the
Tariffs.

5. Security: Lessee shall at all times during the term of this Lease maintain
in effect a letter of credit, cash deposit, or other security acceptable to Lessor in its sole
discretion, which shall be on file with Lessor at all such times. On the Commencement
Date of this Lease, the amount of the security shall be $1,800,000. On the
commencement of the Construction Period, the amount of the security shall be an
amount equal to twelve (12) months? rent for the Primary Premises and the Non-
Exclusive Preferential Use Area, based on the survey of the Premises to be completed
under Section 1.3 of this Lease and the Rent provided for in Section 4.3 of this Lease,
plus Washington State leasehold excise tax. The amount shall be adjusted to reflect
rental adjustments and other changes affecting Lessee's obligations under this Lease.
The security shall be conditioned on the performance of all covenants, conditions, and
obligations to be observed and performed by Lessee under this Lease. If the security is
in the form of a cash deposit, then Lessor?s obligations with respect to the security are
those of a debtor and not a trustee, and Lessor may commingle the security deposit
with its other funds. If Lessee complies with all covenants, conditions, and obligations
to be observed and performed by Lessee under this Lease, then the security shall be
released or returned without interest or other payment within ninety (90) days after
surrender of the Premises by Lessee in the condition required by this Lease.

6. Permitted Use: Lessee may use the Primary Premises and the Non-
Exclusive Preferential Use Area for the uses stated in Sections 6.1 and 6.2 below,
respectively, and may use the Usage Rights Areas for the uses stated in Section 2
above, as applicable for each such area, collectively the ?Permitted Uses?. The Primary
Premises, Non-Exclusive Use Area, and Usage Rights Areas, shall not be used for any
other purpose without the prior written consent of Lessor, in its sole and absolute
discretion. Lessee shall not under any circumstances use or permit the Primary
Premises, Non-Exclusive Use Area, or Usage Rights Areas to be used, for any illegal
purpose; provided that Lessee shall not be responsible for any Third Party Usage of the
Non-Exclusive Preferential Use Area or any Usage Rights Area.

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140417Lease(NWlW-v5)

6.1 Primarv Premises. The Primary Premises may be used as a full service
storage, processing and terminal facility ("Facility") including of?ces, other buildings,
parking, storage tanks, secondary containment systems, related pipelines, truck loading
and other infrastructure for the receipt, storage and processing of natural gas, excluding
Lique?ed Natural Gas (LNG) and Compressed Natural Gas (CNG), and the storage,
transport and distribution of methanol and zinc sul?de (collectively, ?Permitted
Products").

6.2 Non-Exclusive Preferential Use Area. The Non-Exclusive Preferential Use
Area may be used by Lessee for the purposes set forth in Section 1.2 of this Lease,
provided that no products, tools, or equipment of any kind may be stored on the Non-
Exclusive Preferential Use Area.

7. Condition of Premises: Lessee has inspected the Premises, is aware of
their condition, and accepts them as they are. The condition of the Premises includes
the items set forth in EXHIBIT attached hereto, and Lessee shall observe and perform
all conditions and obligations as set forth in such EXHIBIT F. At the expiration or
sooner termination of this Lease, Lessee, subject to the provisions of Section 8, shall
return the Premises to Lessor in the same condition in which received (or, if altered by
Lessee with Lessor?s consent, then in accordance with Section 8 herein), reasonable
wear and tear excepted.

8. Alterations and Improvements: During the Feasibility Period, Lessee will
provide for Lessor approval detailed descriptions, plans, and speci?cations for the
Tenant Improvements covered by the Scope of Development Schedule attached hereto
as EXHIBIT E. Upon approval by Lessor, no further approval of such Tenant
Improvements shall be required, except where any such descriptions, plans, or
specifications are modi?ed, due to permitting requirements or otherwise. Any alterations
or improvements to be made by Lessee which are not on the Scope of Development
Schedule shall be subject to Lessor?s prior written approval of detailed descriptions,
drawings, and speci?cations for such improvements in accordance with Lessor's Tenant
Improvement Procedure, which approval shall not be unreasonably withheld,
conditioned or delayed. Except as expressly provided above, Lessee shall make no
alterations, additions, or improvements in or to the Premises without the prior written
consent of Lessor, which will not be unreasonably withheld, and upon approval, such
improvements shall be included in the term ?Tenant Improvements". Lessee at its sole
cost and expense shall be responsible for obtaining all permits and performing all
construction and implementing any mitigation and remediation required by any agency
as a result of the construction to complete any Tenant Improvement in full compliance
with all applicable laws and permit requirements (for historical contamination,
remediation by Lessee is limited to removal and authorized disposition of contaminated
soil encountered or exposed during the construction and which was or will be impacted
by the construction). Lessee shall also be responsible for removal and authorized
disposal of contaminated soil, including historical contamination, encountered or
exposed in the course of construction and which was or will be impacted by the
construction, in full compliance with applicable laws and permit requirements, and any
other reasonable actions required to keep from exacerbating any historical

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140417Lease(NWlW-v5)

contamination as a result of the construction. Lessee at its sole cost and expense shall
be responsible for monitoring related to historical contamination that is or may be
affected by Lessee?s Tenant Improvements or construction, if and to the extent such
monitoring is required by any agency. Except as othewvise herein set forth, Lessee
shall have no responsibility for remediation or monitoring of historical contamination
which predates the Lease. No approvals shall be required for maintenance, repair,
replacement (with same) on the Primary Premises to the extent such work occurs above
the ground surface or for maintenance, repair or replacements (with same) for
maintenance or repair purposes below the surface; provided that Lessee shall give
Lessor prior written notice of any activity below the surface. Notwithstanding the
foregoing, if Lessor fails to respond to any written request for approval relating to
Tenant Improvements or any other improvements for a period of thirty (30) days, such
approval shall be deemed granted. At the expiration or earlier termination of this Lease,
Lessee shall have the right to remove any Tenant Improvements. If Lessee does not
elect to remove the Tenant Improvements, Lessor may require the removal of the
Tenant Improvements by Lessee at its expense or such Tenant Improvements shall
remain in place and become the property of Lessor, at Lessor?s option in its sole
discretion and at no cost to Lessor. All equipment and trade ?xtures of Lessee and all
personal property of Lessee shall remain the property of Lessee and may be removed
on or before the expiration or termination of this Lease, or any renewal thereof, provided
that Lessee makes any repairs necessary to restore the Premises to its original
condition upon removal. If required to be removed by Lessee and Lessee fails to
remove, Lessor may remove and dispose of such items at Lessee's expense or such
items shall become the property of the Lessor, at Lessor?s option in its sole discretion
and at no cost to Lessor.

9. Maintenance: Certain obligations regarding maintenance are allocated to
Lessor and Lessee in EXHIBIT hereto. Each party shall perform all
necessary maintenance, repairs, renewals, and replacements regarding each item
allocated to such party as and when needed to preserve the Premises and
improvements thereon in good and safe working order and condition. Except as
othen~ise expressly provided above and in EXHIBIT hereto, Lessee shall at all times
at its sole cost and expense keep the Premises and all buildings and other
improvements located thereon, including, but not limited to, security systems, HVAC,
mechanical, plumbing and electrical systems in good repair and condition during the
term of this Lease. Lessee agrees to protect plumbing and wiring against damage
caused by freezing or other weather conditions. The above obligations include
maintenance, repair, renewal, and replacement as and when necessary. If Lessee
should fail or neglect to commence to maintain or make such repairs, renewals
or replacements within fifteen (15) days following receipt of written notice from Lessor or
should fail or neglect to prosecute the completion of such maintenance, repairs,
renewals or replacements with reasonable diligence, then Lessor may (but shall not be
obligated to) perform such maintenance or make such repairs, renewals or
replacements as may be necessary and Lessee shall be liable to Lessor for the cost
thereof. Notwithstanding the foregoing or anything contained in this Lease to the
contrary, the Lessee shall be responsible for the repair, maintenance and replacement
of any Tenant Improvements installed by Lessee in the Usage Rights Areas and Lessor

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140417Lease(NWlW-v5)

shall be responsible for the repair, maintenance and replacement of any facilities
installed by the Lessor in the Usage Rights Areas and the Premises which are not for
the exclusive use of Lessee including without limitation, the pier structure, roadways
and utility infrastructure and shall also be responsible for the maintenance of the EB-1
Access Road to be constructed by Lessee around the Premises. Lessee shall report all
incidents of damage to the Premises and Usage Rights Areas, and to any
improvements owned by Lessor. Lessee shall be responsible for payment for any
damage (other than due to normal usage) caused by Lessee or its employees, agents,
contractors or subcontractors, customers, licensees. invitees, visitors, or guests to any
improvements which Lessor has the obligation to maintain.

10. Compliance with all Laws: Lessee shall keep the Premises in a clean and
safe condition and shall comply with all applicable laws, rules, regulations, ordinances,
permits and permit requirements, orders, and decrees of all governmental bodies
having authority over the Premises or any activity conducted thereon including, but not
limited to, those pertaining to police, safety, sanitation, environment, storm water, odor,
dust emissions, noise, and track-out as currently in effect or as may be hereafter
amended or issued. Lessee?s obligations under this section include, but shall not be
limited to, and Lessee shall observe and perform, all conditions and obligations as set
forth in this Lease and in EXHIBIT F. Lessee shall defend, indemnify, and hold Lessor
harmless against all claims, costs (including but not limited to reasonable attorney fees),
fees, ?nes, penalties, liabilities, losses, and damages that Lessor may incur by reason
of any charge, claim, litigation, or enforcement action related to any actual or claimed
violation of any of the foregoing to the extent related to Lessee?s tenancy under this
Lease; provided that this indemnity shall not apply to any such claims, reasonable costs
(including but not limited to reasonable attorney fees), fees, fines, penalties, liabilities,
losses, and damages to the extent proven by Lessee to arise from the negligence or
willful misconduct of Lessor or any employee, agent, contractor or subcontractor of
Lessor, or (ii) any Third Party Usage of any Usage Rights Area or Non-Exclusive
Preferential Use Area.

11. Taxes: Lessee agrees to pay and save Lessor harmless from any tax,
assessment, or charge imposed on the interest of either party in the Premises and any
Usage Rights Area during the term of this Lease or imposed on the parties or either of
them by reason of this Lease or any improvement now or hereafter located on the
Premises or any Usage Rights Area or other area affected by any use right of Lessee;
provided that with respect to Washington State leasehold excise tax the provisions of
Section 4.4 with respect to such tax shall also apply; and provided that Lessee shall not
be liable for any tax, assessment, or charge based on any improvement constructed by
Lessor or any third party after the Commencement Date of this Lease and not used by
Lessee. Taxes, assessments, and charges imposed on an annual basis and subject to
pro-ration shall be prorated based on the term of this Lease.

12. Utilities: Lessee shall be liable for, and shall pay during the term of this
Lease, all charges for all utility services furnished to the Premises, including. but not
limited to. light, heat, electricity, gas, water, sewage, storm sewer, storm water, waste
water, janitorial services. and garbage disposal. All charges for utility installation shall

1 4
HOU23410546.8 140417Lease(NWlW-v5)

be paid by Lessee. The location of utilities shall be subject to the prior written approval
of Lessor. Lessor or any other users of the Non-Exclusive Preferential Use Area shall
reimburse Lessee for all charges for utility services utilized by such other users and all
charges for any utility installation required by other such other users; provided that for
Lessee to be reimbursed for such amounts Lessee shall install separate sub-meters
and obtain and provide separate statements for such utility services and utility
installations, and request reimbursement based on such sub-meters and statements.

13. We: Lessee shall, at its own expense, purchase and maintain
Commercial General Liability Insurance and/or Marine Terminal Operator's Liability
Insurance or equivalent, with a reputable company(ies) with an AM. Best Rating of A-
or better (or equivalent) with minimum limits of Six Million Dollars ($6,000,000) from
the Commencement Date through the Construction Period, and with minimum limits of
Fifty Million Dollars ($50,000,000) thereafter, and deductible or self-insured retention not
greater than twenty percent of the required minimum limits for bodily injury,
death, and property damage, combined single limit per occurrence, and which shall
name Lessor as an additional insured; provided, however, that during the Feasibility
Period Lessee shall be required to purchase and maintain only Commercial General
Liability Insurance. Prior to commencement of construction of any Tenant
Improvements, Lessee shall purchase and maintain Pollution Legal Liability insurance
providing coverage for bodily injury and property damages with limits of not less than
Twenty-Five Million Dollars ($25,000,000) and deductible or self-insured retention not
greater than twenty percent of the required minimum limits, per occurrence and
including coverage for environmental damage and related remediation and cleanup
costs, which shall become effective upon commencement of construction of the Tenant
Improvements, and which shall name Lessor as additional insured. Commencing on
the Full Rent Commencement Date, Lessee shall also purchase and maintain an All-
Risk property insurance policy insuring all improvements placed on the Premises by
Lessee at their full replacement cost and with a deductible not greater than ?fteen
percent of the value of the improvements. Lessee shall also maintain Business
Auto Liability coverage insuring all owned, rented or leased vehicles to minimum limits
of Three Million Dollars ($3,000,000) Combined Single Limit per occurrence. Lessee
shall maintain Workers? Compensation Insurance as required by law, and Employer's
Liability Insurance with minimum limit of One Million Dollars ($1,000,000) each accident.
Lessee shall insure all personal property, equipment, and ?xtures on the Premises or
kept or stored thereon in such amounts as deemed reasonable by Lessee. All policies
issued on a claims-made basis shall remain in effect through the end of the Lease Term
and provide for extended reporting periods of not less than two (2) years following the
end of the Lease Term. Lessee shall deliver to Lessor certi?cates of such insurance
and policy endorsements evidencing all required coverage and Lessor?s additional
insured status to be in effect. Lessor shall be given at least thirty (30) days (ten (10)
days for non-payment of premiums) prior written notice of any cancellation or non-
renewal of any policy required to be maintained by Lessee. Lessee is not responsible
for, and Lessee?s insurance is not required to cover, claims for bodily injury, death,
property damage, or environmental damage caused by Third Party Usage of the Non-
Exclusive Preferential Use Area Premises or any Usage Rights Areas, except to the
extent any injury, death, damage, or loss is attributable to the negligence or other

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140417Lease(NWlW-v5)

wrongful act or omission of Lessee or its employees, agents, contractors,
subcontractors, customers, suppliers, subtenants, licensees, invitees, visitors, or
guests.

Commencing on the ?fth anniversary date of this Lease, Lessor, at its reasonable
discretion, may increase or decrease the amounts of insurance coverage required
herein at any time during the Term hereof (but no more often than once every ?ve (5)
years) by giving one hundred twenty (120) days notice to Lessee.

14. Waiver of Subrogation: If either Lessor or Lessee experience any injury,
loss or damage to themselves or their respective real or personal property, and if that
injury, loss or damage was then insured against under any or all of their respective
insurance policies, including any extended coverage endorsements thereto, then the
appropriate insurance company(ies), and not Lessor or Lessee, shall be solely liable to
compensate the party(ies) who experienced the injury, loss or damage, and this shall be
so regardless of whether Lessor or Lessee was responsible for such injury, loss or
damage. To this end, Lessor and Lessee hereby waive any rights each may have
against the other as a result of any injury, loss or damage which is then insured against
by either. This waiver is effective only to the extent that the insurance company(ies)
actually pay(s) for such injury, loss or damage. In addition, Lessor and Lessee agree to
(1) cause their respective insurance companies to waive any right of subrogation, and
(2) provide proof to the other party within thirty (30) days after the execution of this
Lease that such waivers have been successfully obtained from the respective insurance
companies (if such proof is not provided within this thirty (30) day period, the other party
shall have the right to declare this paragraph to be ineffective). This paragraph shall be
inapplicable if it would have the effect, but only to the extent that it would have the
effect, of invalidating any insurance coverage of Lessor or Lessee.

15. Hold Harmless and Indemn?y: All personal property and Tenant
Improvements on the Premises and any Usage Rights Area shall be at the sole risk of
Lessee. Lessor, its employees and agents shall not be liable for any injury to or death
of any person, or damage to property, sustained or alleged to have been sustained by
Lessee or others as a result of any condition (including future conditions) in the
Premises or any Usage Rights Area or any improvement owned by Lessor in the
Premises or any Usage Rights Area, or due to the happening of any accident or
occurrence of whatsoever kind or nature and from whatsoever cause in and about the
Premises or any Usage Rights Area, except to the extent caused by the negligence or
willful misconduct of Lessor or any employee, agent, contractor or subcontractor of
Lessor. Lessee agrees to indemnify, defend and hold Lessor, its commissioners,
employees and agents harmless from any and all claims for injuries and/or damages
suffered by any person, ?rm or corporation on or about the Primary Premises or related
to Lessee?s tenancy under the Lease; and from any and all claims for injuries and/or
damages suffered by any person, ?rm or corporation on or about the Non-Exclusive
Preferential Use Area or on or about any Usage Rights Area, to the extent caused by
Lessee or related to Lessee?s tenancy under this Lease or Lessee's rights in any Usage
Rights Area, including but not limited to any and all claims for damages for loss of
access, business interruption or loss, death, personal injuries, property damage, natural

16

140417Lease(NWlW-v5)

resource damages, attorney fees, consultant fees. ?nes, penalties, and any other costs
or damages; provided that the indemnities in and above shall not apply to any
injury, loss or damage to the extent proven by Lessee to result from the negligence or
willful misconduct of Lessor or any employee, agent. contractor or subcontractor of
Lessor; or (ii) the act or omission of any person or entity while engaged in any Third
Party Usage of any Usage Rights Area or the Non-Exclusive Preferential Use Area or
the Primary Premises during the Feasibility Period. The provisions of and Lessee?s
obligations under this section shall survive expiration or other termination of this Lease.

16. Property Conservation: Lessee agrees to comply with all occupancy and
use restrictions as may be required by its insurance property undenNriter or its agent
and all applicable laws. With respect to the Non-Exclusive Preferential Use Area,
Lessee shall also comply with all occupancy and use restrictions as may be required by
Lessor?s insurance property undenlvriter or its agent and all applicable laws, provided
that any occupancy or use restrictions imposed by its insurance undenrvriter shall not
unreasonably interfere with the operation of the Premises. At the request of Lessee. and
at Lessee's sole cost and expense, Lessor may (but shall not be required to) install or
upgrade systems or other improvements including but not limited to sprinkler or ?re
suppression systems as may be required to reduce occupancy or use restrictions.

17. Inspection and Access: Lessee shall allow Lessor or Lessor?s agent free
access to the Premises upon twenty-four (24) hours prior written notice or such lesser
notice period as Lessee may agree to (except in case of emergencies when no notice
shall be required) for the purpose of inspection of the Premises, monitoring or sampling
the ground water, stormwater, or soil on the Premises in accordance with Section 22(e),
making repairs, additions, or alterations to the Premises or for other purposes permitted
by this Lease or applicable law. With any entry upon the Premises, Lessor shall comply
with Lessee?s health and safety rules for the Premises.

18. Default: A default of this Lease shall occur if any of the following occurs:

a) Lessee fails to pay any installment of rent or any other amount due under
this Lease and such failure is not cured within ten (10) days after Lessee?s receipt of
written notice thereof from Lessor.

b) Lessee fails to comply with any term, provision, or covenant of this Lease
other than payment of rent or other amount, and such failure is not cured within thirty
(30) days after Lessee?s receipt of written notice thereof from Lessor; provided that if the
nature of the default cannot reasonably be cured within thirty (30) days, then Lessee
shall have such additional cure period as is reasonably necessary to cure the default,
provided that Lessee commences and continuously and diligently pursues the
cure to completion.

0) Lessee becomes insolvent, or allows placement of any liens arising out of
any work performed or materials furnished or obligations incurred by Lessee and fails to
cause the release of same or provide adequate bond or other security for the payment
of same within ten (10) days after notice of the placement of said lien, or shall make a
transfer in fraud of creditors, or shall make an assignment for the bene?t of creditors, or

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a receiver, assignee or other liquidating officer is appointed for the business of Lessee
and same is not discharged within sixty (60) days after appointment, or shall file a
petition in bankruptcy under any section of the Bankruptcy Laws, provided that any
involuntary insolvency, bankruptcy or similar ?ling against Lessee shall not be a default
unless Lessee fails to discharge same within sixty (60) days after such filing.

19. Remedies: Upon any default by Lessee and expiration of any applicable
cure period, Lessor's remedies are to:

a) Terminate this Lease, in which case Lessee shall immediately surrender
the Premises and Usage Rights Areas to Lessor. If Lessee fails to surrender the
Premises and Usage Rights Areas, Lessor may, in compliance with applicable law,
enter upon and take possession of the Premises and Usage Rights Areas and expel
and remove Lessee, Lessee?s property, and any parties occupying all or any part of the
Premises and Usage Rights Areas. In case of termination, Lessor shall receive as
damages the sum of all Rent and other amounts accrued under this Lease through
the date of termination of this Lease and not yet received by Lessor, the Feasibility
Period Termination Fee, Deferred Feasibility Period Fee, and Feasibility Period
Completion Payment, to the extent not yet received by Lessor, and an amount equal
to the total Rent that Lessee would have been required to pay for the remainder of the
Term (escalating at 3% per year) discounted to present value based upon a mutually
agreed interest rate, minus the amount of damages (rent and other amounts) that
Lessee proves could reasonably have been avoided (mitigation), similarly discounted;
or

b) Terminate Lessee?s right to possession of the Premises and Usage Rights
Areas (without terminating the Lease), and, in compliance with applicable law, expel
and remove Lessee, Lessee?s property, and any parties occupying all or any part of the
Premises and Usage Rights Areas. lf Lessor terminates Lessee's possession of the
Premises and Usage Rights Areas, Lessor shall take reasonable efforts to relet the
Premises and Usage Rights Areas for such uses and such parts as Lessor in its
absolute discretion shall determine. Lessor may collect and receive all rents and other
income from the reletting. Lessee shall pay Lessor all Rent and other amounts as and
when becoming due hereunder (with a credit being given for any rent or other income
received by Lessor as a result of reletting or the granting of any other use rights to the
Premises and Usage Rights Areas to third parties, up to the Rent and other amounts
due under this Lease), and all reasonable costs of reletting (which shall be prorated if
the Premises and Usage Rights Areas are relet for a longer term that the remaining
Term of this Lease). Lessor shall not be responsible or liable for the failure to relet all or
any part of the Premises or Usage Rights Areas or for the failure to collect any Rent, but
shall make reasonable efforts to mitigate its damages. The re-entry or taking of
possession of the Premises and Usage Rights Areas shall not be construed as an
election by Lessor to terminate this Lease unless a written notice of termination of this
Lease is given to Lessee; or

c) Cure such event of default and recover the costs thereof pursuant to
Section 20 below.

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140417Lease(NWlW-v5)

20. Lessor's Right to Cure: At any time and without notice, Lessor may, but
need not, cure any failure by Lessee to perform its obligations under this Lease.
Whenever Lessor chooses to do so, all reasonable costs and expenses incurred by
Lessor in curing any such failure, including, without limitation, reasonable attorneys'
fees and interest on the costs and expenses so incurred at the rate of 12% per year
shall be paid by Lessee to Lessor on demand and shall be recoverable as additional
rent.

21. Assignments and Subleases: Lessee shall not, except by prior written
consent of Lessor, assign any part or all of this Lease or sublease any part or all of the
Premises, or encumber any part or all of the Premises, which consent shall not be
unreasonably withheld, delayed or conditioned. This Lease may not be assigned or
transferred by operation of law or by any process or proceeding of any court or
othenrvise. Lessor agrees to use good faith efforts to respond to any request for
consent under this Section within sixty (60) days from the date of the request. If Lessee
is a partnership, limited liability company, corporation, or other entity, any transfer of this
Lease by merger or consolidation where Lessee is not the surviving entity, redemption,
or liquidation, or any change(s) in ownership of, or power to vote, which singularly or
collectively represents a majority of the bene?cial interest in Lessee, shall constitute an
assignment under this section. Lessee shall pay Lessor?s reasonable attorney fees and
other reasonable costs incurred as a result of any request to assign or sublet with
respect to this Lease. If Lessee assigns or subleases the Premises or any portion
thereof for a greater rent than is due under this Lease, Lessor shall be entitled to ?fty
percent of any rent in excess of the Rent due under this Lease as and when
collected by Lessee.

Notwithstanding the foregoing, Lessor acknowledges that Lessee may seek to
obtain ?nancing for its business on the Premises and may be requested to assign its
interest in this Lease to secure such ?nancing, and Lessor agrees that it will in good
faith negotiate with Lessee and Lessee?s  ender(s) commercially reasonable terms of a
consent and agreement regarding such financing and assignment, which terms may
include, but are not limited to: Lessor providing an estoppel certi?cate in favor of
lender; (ii) Lessor providing notices of any defaults under the Lease to lender; and
Lender having the right to cure defaults of Lessee within applicable cure periods.

22. Hazardous Substances:

a) Hazardous Substances De?ned: As used in this Lease, the term
"Hazardous Substance" means any hazardous, toxic, dangerous or extremely
dangerous substance, material, vapor, or waste, pollutant, or pollution, which is or
becomes regulated by the United States Government, the State of Washington, or any
local governmental authority. The term includes, without limitation, any substance
containing constituents regulated as speci?ed above.

b) Release De?ned: As used in this Lease, the term "Release" shall be
defined as provided in 42 U.S.C. 9601 and RCW 70.105D.020. In the event a conflict

1 9


exists between the two de?nitions, the broader de?nition shall apply. For purposes of
this Lease, the term Release shall also include a threatened Release.

c) Use, Storage and Disposal: Notwithstanding any other provision of
this Lease, Lessee shall not use, store, treat, generate, sell or dispose of any
Hazardous Substances in violation of any applicable Laws (as de?ned below) or this
Lease on or. in any manner that materially affects the Premises or any Usage Rights
Area, improvements, and common areas without the prior written consent of the Lessor.
Notwithstanding the foregoing, Lessor acknowledges that use of the Premises and
Usage Rights Areas for its Permitted Uses as speci?ed in Section 6 in accordance with
this Lease and all applicable law does not violate this section.

d) Compliance with Laws: Lessee shall, at its sole cost and expense,
comply with all laws, rules, regulations, ordinances, permit and permit requirements,
orders, decrees and other governmental requirements regarding the proper and lawful
generation, use, sale, transportation, storage, treatment and disposal of Hazardous
Substances (hereinafter "Laws") on or in any manner that affects the Premises or any
Usage Rights Area. .

e) Monitoring: Lessor or its designated agents may, at Lessor's sole
discretion and at reasonable times, enter upon the Premises and Usage Rights Areas
for the purpose of (1) monitoring Lessee's activities conducted thereon, and
(2) conducting environmental testing and sampling to determine compliance with
applicable Laws and the terms of this Lease (collectively ?Monitoring Activities?). If such
Monitoring Activities disclose the Release of Hazardous Substances caused by Lessee
or related to Lessee's tenancy under this Lease in violation of either applicable Laws or
this Lease, the cost of such Monitoring Activities shall be paid by Lessee pursuant to
subsection In addition, within five (5) days of Lessor's written request, Lessee shall
provide Lessor with a detailed written description of Lessee's generation, use, sale,
transportation, storage, treatment, and disposal of Hazardous Substances on or which
may othenrvise affect the Premises or any Usage Rights Area, and any Release of
Hazardous Substances on or which may otherwise affect the Premises or any Usage
Rights Area, and copies of any correspondence or other communications, if any,
between Lessee and any regulatory agency with respect thereto. Lessor's discretionary
actions pursuant to this subsection shall not constitute a release waiver or modi?cation
of Lessee's obligations othenNise speci?ed in this Lease, or of any of Lessor's rights
under this Lease.

f) Noti?cations: Lessee shall notify Lessor and any governmental agency
required to be noti?ed under applicable Law within 24 hours of any Release of
Hazardous Substances that may affect the Premises or any Usage Rights Area, and
shall provide Lessor with a copy of any noti?cations given to any governmental
entity regarding any such Release. Lessee' shall provide Lessor with copies of
any inspection report, order, fine, request, notice or other correspondence from any
governmental entity regarding the Release of Hazardous Substances that may affect
the Premises or any Usage Rights Area. Lessee shall provide Lessor with a copy of all
reports, manifest, material safety data sheets (MSDs), and identi?cation numbers

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140417Lease(NWlW-v5)

regarding Hazardous Substances at the same time they are submitted to the
appropriate governmental authorities.

9) Environmental Assessment: Subject to mm below, Lessee
shall, upon written request from Lessor, based on a reasonable reason to believe
there has been a Release on the Premises or any Usage Rights Area during the Term
of this Lease and related to Lessee?s tenancy under this Lease, or (ii) a discovery
(either during or after the Term of this Lease) of Hazardous Substances reasonably
believed by Lessor to be related to Lessee?s tenancy under this Lease, provide Lessor
with an environmental assessment prepared by a qualified professional approved in
advance by Lessor. The environmental assessment shall, at a minimum, certify that a
diligent investigation of the Premises and/or Usage Rights Areas (as applicable) has
been conducted, including a speci?c description of the work performed, and either (1)
certify that diligent investigation of the Premises and/or Usage Rights Areas (as
applicable) has revealed no evidence of a Release of Hazardous Substances or
violation of applicable Laws, or (2) if a Release or violation of applicable Laws is
detected, identify and describe: the types and levels of Hazardous Substances
detected; (ii) the nature and extent of the Release, including the physical boundaries
thereof and whether the Release extends to or othenNise impacts property other than
the Premises or Usage Rights Areas; the actual and potential risks to human health
and/or the environment from such Release or violation; and (iv) the procedures and
actions necessary to fully remedy the Release or violation in compliance with applicable
Laws. Lessee shall pay the expense of obtaining the environmental assessment and of
performing all remediation related to such Release in accordance with subsection 
provided that the Release occurred during the Term hereof or was related to Lessee?s
occupancy of the Premises or Usage Rights Areas under this Lease. Lessee shall also
conduct an environmental assessment of the Premises and Usage Rights Areas at the
termination of this Lease pursuant to subsection below.

h) Hold Harmless and Indemnity: Subject to subsection below, Lessee
shall defend (with attorneys approved in writing by Lessor in the case of third party
claims, including without limitation claims and notices of alleged violations by agencies),
indemnify and hold Lessor and its agents harmless from any loss, claim, ?ne or penalty
arising from the Release of Hazardous Substances or any violation of applicable Laws
affecting the Premises or any Usage Rights Area to the extent caused by Lessee or
related to Lessee's tenancy under this Lease, provided that this indemnity shall not
apply to the extent that Lessee proves that any such loss, claim, fine or penalty is
attributable to the negligence or willful misconduct of Lessor or any employee, agent,
contractor or subcontractor of Lessor or (ii) the fault of or caused by any person or entity
while engaged in any Third Party Usage of any Usage Rights Area or the Non-Exclusive
Preferential Use Area or the Primary Premises during the Feasibility Period. Such
obligation shall include, but shall not be limited to, environmental response and remedial
costs, other cleanup costs, environmental consultants' fees, attorneys' fees, ?nes and
penalties, laboratory testing fees, claims by third parties and governmental authorities
for death, personal injuries, property damage, natural resource damages, and any other
costs, and Lessor's expenses as provided in subsections and Lessee's

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140417Lease(NWlW-v5)

obligation pursuant to this subsection shall survive expiration or other termination of this
Lease.

Lessee shall have no obligation under this subsection if the Lessee
can establish that the Release or threat of Release of a hazardous substance and the
damages resulting therefrom were caused solely by:

(1) An act of God;
(2) An act of war;

(3) An act or omission of a third party other than an employee or
agent of the Lessee, or (ii) any person whose act or omission occurs in connection with
a contractual relationship existing, directly or indirectly, with the Lessee (except where
the sole contractual arrangement arises from a published tariff and acceptance for
carriage by a common carrier by rail), if the Lessee establishes by a preponderance of
the evidence that Lessee exercised due care with respect to the Hazardous
Substance concerned, taking into consideration the characteristics of such Hazardous
Substance, in light of all relevant facts and circumstances, and took reasonable
precautions against foreseeable acts or omissions of any such third party and the
foreseeable consequences of such acts or omissions; or

(4) Any combination of the foregoing paragraphs.

i) Default and Cure: Notwithstanding any other provision of this Lease,
in event of a Release of Hazardous Substances or a violation of applicable Laws
affecting the Premises or any Usage Rights Area caused by Lessee or related to
Lessee's tenancy under this Lease, Lessor shall give written notice of default to Lessee,
and Lessee shall diligently pursue the cure of such violation or remediation and/or
monitoring of any such Release (as applicable) in accordance with the requirements of
any governmental entity with jurisdiction over such Release or violation; provided that if
such Release or violation affects any area outside the Primary Premises, or if such
Release or violation affects the Primary Premises and any remedial activity may
continue for longer than the remaining Term of the Lease, then at Lessor?s request
Lessee shall pursue a cure as quickly as commercially practicable, notwithstanding that
any governmental entity may allow a longer period for a cure. Lessor shall not be
entitled to exercise its remedies under Section 19 unless or until Lessee fails to
remediate the Release in accordance with the terms of this Provision. If Lessee fails to
diligently pursue the cure as stated above, then Lessor may cure such Release of
Hazardous Substances or any violation of applicable Laws and impose a rent surcharge
suf?cient to recover such expenses together with interest at 18 percent per annum, for
such portion of the unexpired term of this Lease as the Lessor may reasonably deem
proper, and such remedy if elected by Lessor shall be in lieu of other remedies under
Section 19.

j) Assignments and Subleases: Lessor may withhold its consent to any
assignment. sublease, or other transfer if the proposed transferee's use of the Premises

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140417Lease(NWlW-v5)

or any Usage Rights Area may involve the generation, storage, use, treatment, or
disposal of Hazardous Substances, as de?ned in this Lease, other than as permitted
under Section 6.

k) Release of Hazardous Substances: Notwithstanding any other
provision of this Lease, and without prejudice to any other such remedy, Lessor, in the
event of a Release of Hazardous Substances, a violation of applicable Laws, or a
breach of Section 22 of this Lease, shall be entitled to the following rights and remedies,
at Lessor?s option:

(1) Except as otherwise herein provided, to recover any and all
damages associated with the default, including but not limited to all reasonable cleanup
costs and charges, civil and criminal penalties and fees, any and all damages and
claims asserted by third parties, and Lessor's reasonable attorneys' fees and costs.

(2) To renegotiate the terms of this Lease to recover any return on
reasonable expenditures made by Lessor which were reasonably necessary to ensure
that the Premises and Usage Rights Areas and the use of such Premises and Usage
Rights Areas comply with all applicable Laws.

Benchmark Environmental Assessments: Prior to the expiration of the
Feasibility Period, Lessee, at Lessee?s option and cost, may obtain a Phase I and/or
Phase II environmental assessment on the Premises and any Usage Rights Area and
other areas subject to Lessee?s use rights, in order to establish an environmental
baseline at the commencement of Lessee?s occupancy. Upon termination of this Lease,
Lessee, at its sole cost and expense, shall provide Lessor with a Phase II environmental
assessment (prepared by a quali?ed professional approved in advance by Lessor)
reasonably satisfactory to Lessor to verify Lessee's compliance with the requirements of
Section 22 of this Lease. Lessee shall be responsible for remediation of all Hazardous
Substances on or about the Premises and Usage Rights Areas caused by Lessee or
related to Lessee's tenancy under this Lease. Lessee?s obligations under this
subsection shall survive the termination of this Lease.

m) Limitation of Liability: Nothing contained herein is intended to make
Lessee responsible for any Release or contamination of the Premises or any Usage
Rights Area from Hazardous Substances which ?rst arose prior to the date of this Lease
or after the Term of this Lease or which migrated from other properties and speci?cally,
Lessee has no liability or obligations with respect to any historical contamination
affecting the Premises or any Usage Rights Area as described in EXHIBIT hereto,
except to the extent such Release or contamination or migration or historical
contamination is or was contributed to or exacerbated by, Lessee or the employees,
agents, contractors, subcontractors, customers, licensees, invitees, visitors, or guests of
Lessee. Lessor shall provide Lessee with environmental assessments and background
data with respect to such contamination.

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140417Lease(NWlW-v5)

23. Waiver of Lessor's Lien and Security Interest. Lessor waives any
constitutional, statutory or contractual landlord's lien or security interest on or in the
assets of Lessee located on the Premises.

24. Signs: All signs or symbols placed by Lessee in the windows or doors of
the Premises, upon any exterior part of any building, or in any other location on the
Premises, shall be subject to the prior written consent of Lessor, which shall not be
unreasonably withheld and will be consistent with Lessor?s signage policy and all
applicable law. Any signs so placed on the Premises shall be so placed upon the
understanding and agreement that Lessee will remove the same at the termination of
this Lease and repair any damage or injury to the Premises caused thereby, and if not
so removed by Lessee, then Lessor may remove the same at Lessee's expense.

25. Waiver: No word, act or omission of Lessor shall be deemed to be a
waiver of any default or noncompliance by Lessee under the terms of this Lease or of
any right of Lessor hereunder or of any notice given by Lessor hereunder unless Lessor
so advises Lessee in writing. The acceptance of rental by Lessor for any period or
periods after a default or non-compliance by Lessee hereunder shall not be deemed a
waiver of such default. No waiver by Lessor of any default or noncompliance hereunder
by Lessee shall be construed to be or act as a waiver of any subsequent default or
noncompliance by Lessee.

 

26. Entire Agreement; Amendments: This Lease constitutes the complete
agreements between Lessor and Lessee regarding its subject matter. There are no
terms, obligations, covenants or conditions regarding its subject matter other than those
contained herein. No modi?cation or amendment of this Lease shall be valid and
effective unless evidenced by an agreement in writing signed by the party to be bound.

27. Invaliditv of Particular Provision: It is the intention of the parties that each
term or provision of this Lease be enforceable to the fullest extent permitted by law. If
any term or provision of this Lease or the application thereof to any person or
circumstance is, to any extent, invalid or unenforceable, the remainder of this Lease and
the application of such term or provision to persons or circumstances other than those
as to which it is held invalid or unenforceable shall not be affected thereby and shall
continue in full force and effect.

28. Real Estate Commission: Each party represents and warrants that it is
not represented by any broker, agent, or other person in connection with any of the
transactions contemplated by this Lease, and that it has not dealt with any broker,
agent, or other person to which a commission or other fee is due in connection with any
of the transactions contemplated by this Lease, and that insofar as it knows, no broker,
agent, or other person is entitled to any commission, charge, or fee in connection with
any of the transactions contemplated by this Lease. Each party agrees to indemnify,
defend, and hold harmless the other party against any loss, liability, damage, cost,
claim, or expense, including interest, penalties, and reasonable attorney fees, that the
other party incurs or suffers by reason of a breach by the ?rst party of the
representations and warranties set forth in this section.

24
140417Lease(NWlW-v5)

29. Attorney Fees: The substantially prevailing party in any and all actions
and proceedings related to this Lease, including but not limited to arbitrations, lawsuits,
bankruptcy proceedings, and all appeals, shall be awarded its reasonable attorney fees
and costs.

30. Venue; Applicable Law: All actions and proceedings related to this Lease
shall be ?led and held in Pierce County, Washington. This Lease shall be governed by
Washington law, without regard to doctrines regarding choice of law.

31. Notices: All notices permitted or required under this Lease may be given
by personal service, by certi?ed or registered mail, or by email if so provided by a party,
at the addresses stated on Page 1 of this Lease. Notice by personal service or certi?ed
or registered mail shall be effective on receipt or refusal by the addressee. Notice by
email shall be effective upon written acknowledgment of receipt by the addressee. Each
party may change its notice address and information by written notice to the other party
pursuant to this section.

 

32. Casualty: If the Premises or any Usage Rights Area are damaged by ?re
or other casualty, then Lessor shall have no obligation to repair the Tenant
Improvements, but shall be responsible for the repair of Lessor-owned improvements
such as the wharf; provided that Lessee shall be responsible for repairing any damage
caused by the negligence or other wrongful act or omission of Lessee or its employees,
agents, customers, suppliers, contractors, subcontractors, subtenants, licensees,
invitees, visitors, or guests. Lessee shall repair or restore the Tenant Improvements
located on the Premises or any Usage Rights Area or shall construct replacement
improvements, subject to Lessor?s prior written approval pursuant to Section 8 above;
provided however: if the Premises or any Usage Rights Area are damaged by
earthquake, lahar, tsunami, or other catastrophe to such an extent that the Premises or
any Usage Rights Area and improvements cannot be restored; or (ii) if the damage
occurs in the last ?ve (5) years of the Term, then Lessee shall have no obligation to
repair the Tenant Improvements located on the Premises or the Usage Rights Areas,
and at its option, may terminate the Lease by giving written notice to Lessor within forty
?ve (45) days from such damage. Any termination under this Section is effective as of
the date of such notice of termination. Upon such termination, Lessee will be entitled to
be reimbursed for any prepaid rent on a pro rata basis based on the date of termination.
No damages or other compensation shall be payable by Lessor for any inconvenience,
loss of use, loss of business, annoyance, or any other loss or claim, by Lessee directly,
incidentally, or consequentially arising from any damage to the Premises or any Usage
Rights Area or any improvements or Tenant Improvements, by ?re or other casualty or
from any repair to the Premises, any Usage Rights Area, any Lessor-owned
improvements, any Tenant Improvements, or any part of any of the above. In the event
of damage or destruction to the Premises or any Usage Rights Area, the Rent will be
proportionately reduced during the period of damage and any repair or restoration
pursuant to this Lease, and the reduction shall be based upon the extent to which the
damage or the making of the repairs or restoration will interfere with Lessee's business
conducted on the Premises or Usage Rights Area damaged or destroyed.

25
140417Lease(NWIW-v5)

The parties acknowledge that other parties including the military will be utilizing the East
Blair 1 Wharf and terminal. Notwithstanding any provisions of the Tariffs to the contrary,
no damage to the Non-Exclusive Preferential Use Area will be assumed to have been
caused by Lessee or any of its customers, suppliers or contractors on the grounds that
any such party failed to notify Lessor of the damage at the time of the arrival of a vessel
at the pier or othenlvise.

33. Condemnation: If all or any part of the Premises or this Lease is taken by
condemnation or conveyed under a threat of condemnation, then this Lease shall
automatically terminate with respect to such part affected by the condemnation as of the
earlier of the date title vests in the condemning authority or the condemning authority
?rst takes possession of the Premises. If all or any part of the Premises or this Lease is
taken by condemnation or conveyed under a threat of condemnation and Lessee in its
reasonable discretion deems the remaining Premises unsuitable for Lessee?s use, then
this Lease shall automatically terminate as of the earlier of the date title vests in the
condemning authority or the condemning authority ?rst takes possession of the
Premises. If this Lease is not terminated following any condemnation or conveyance in
lieu of condemnation the Rent shall be reduced by the percentage of the Premises so
taken. All proceeds from any taking or condemnation related to the land and any
improvements not constructed or installed by Lessee shall belong to and be paid to
Lessor, and all proceeds from any taking or condemnation related to the Tenant
Improvements or Lessee's personal property and equipment shall belong to Lessee;
provided that any award to Lessee shall be separately designated and shall not reduce
Lessor's recovery with respect to the land and the improvements not constructed or
installed by Lessee. Lessee waives any and all claims to any portion of such proceeds
related to the land and any improvements not constructed or installed by Lessee,
including but not limited to any claim related to any value of the leasehold or unexpired
term of this Lease. All awards shall be separately designated to each party.

34. Successors and Assigns: Subject to Section 21 above, this Lease is
binding upon the parties hereto and their respective successors and permitted assigns.

35. Conseguential Damages: Except as othenrvise provided in this Lease, in
no event shall Lessor or Lessee have any liability for any consequential, indirect,
incidental, special, punitive or exemplary damages suffered by the other party, arising
from or in connection with this Lease.

36. Holdover: If Lessee without written consent of Lessor stays in possession
of the Premises after the expiration or termination of this Lease, the tenancy shall be a
holdover tenancy on a month-to-month basis, on the terms and conditions of this Lease,
except that rent shall be increased to 200% of the rent last payable under this Lease.
This section does not grant any right to Lessee to holdover, and Lessee is liable to
Lessor for any and all damages and expenses of Lessor as a result of any holdover.

37. Relocation: Throughout the term of this Lease, Lessor may continue to
market the East Blair 1 Terminal for alternative uses. At Lessor's request at any time
upon six (6) months prior written notice, Lessee shall relocate from the East Blair 1

26
140417Lease(NWlW-v5)

wharf to any other facility (?New Facility") provided by Lessor in the same vicinity and
functionally comparable to the East Blair 1 wharf and which shall be in good repair. In
no case shall Lessee be required to relocate prior to the New Facility being ready for
use and occupancy by Lessee. Lessee shall sign all documents reasonably required by
Lessor with respect to such relocation, including but not limited to a new lease or an
amendment to this Lease with respect thereto and any other terms affected by the
relocation. Lessor shall be responsible for all costs associated with relocation including
the costs of permitting, obtaining any required consents and easements, moving
Lessee?s movable equipment from the current East Blair 1 wharf to the New Facility, the
functional replacement at the New Facility of any Tenant Improvements lost as a result
of such relocation and necessary for Lessee?s operations at the New Facility (including
pipelines), and costs, if any, incurred by Lessee from any service interruption caused by
Lessor during such relocation. Relocation shall be planned and scheduled in a manner
that causes the least disruption to Lessee?s business. The New Facility shall be an
exclusive use area for the remaining Term of the Lease. The amount of rent per month
for the New Facility shall be equal to the total Full Rent amount payable by Lessee to
Lessor for the Non-Exclusive Preferential Use Area for the month preceding the
relocation to the New Facility, subject to annual adjustment as described in Section 4.3.

38. Memorandum of Lease: At either party's request, the parties will sign and
record a Memorandum of Lease in substantially the form set forth in EXHIBIT 
attached hereto.

39. Premises Security: Lessee at its sole cost and expense shall provide
security for the Premises, including the preparation and maintenance of a US. Coast
Guard approved Facility Security Plan And Assessment for the Premises. Provided,
however, that if Lessor and Lessee enter into a mutually satisfactory premises security
agreement, Lessor shall provide such security services, all at Lessee?s cost, to the
extent provided in such premises security agreement. Any premises security
agreement, if and when executed, shall conform to all applicable requirements of the
Customs-Trade Partnership Against Terrorism (C-TPAT). Lessor and Lessee shall
maintain the confidentiality of the Facility Security Plan And Assessment to the greatest
extent allowed by applicable law.

SIGNATURES APPEAR ON FOLLOWING PAGES

27
140417Lease(NWlW?v5)

LESSOR:

 

State of Washington 
ss
County of Pierce 

I certify that I know or have satisfactory evidence that a} is
the person who appeared before me, and said person acknowledged that he/she signed
this instrument, on oath stated that he/she was authorized to execute the instrument
and acknowledged it as the CE. 0 of the PORT OF TACOMA to be
the free and voluntary act of such party for the uses and purposes mentioned in the
instrument.

Dated: 2 2 i

ton

 

APPR VED AS TO FORM:

 

Counsel for Port of Tacoma

 

28
140417Lease(NWlW-v5)

LESSEE: NORTHWEST INNOVATION WORKS,
TACOMA, LLC

Its: rem-Q? 

Date: 9?

State of Washington)
ss
County of Clark 

I certify that I know or have satisfactory evidence that Jae. fruity? is
the person who appeared before me, and said person acknowledged that he/she signed
this instrument, on oath stated at he/she was authorized to execute the instrument
and acknowledged it as the {?(SI?dm?rL of NORTHWEST INNOVATION
WORKS, TACOMA. LLC to be the free and voluntary act of such party for the uses and
purposes mentioned in the instrument.



Dated: .9 0

    

ry:
tary Public in and for the Stat of vyshington
My commission expires on 5 27?, 

 
  
 

  

JUDITH L. DOREMUS
Notary Public
State of Washington

My Commiuion Expires

.iuo'ry 22. 2016

    
   
   

29

140417Lease(NWIW-v5)

EXHIBIT A
PREMISES
90 acres of land located at 3400 Taylor Way and East Blair Terminal (EB1)
Port of Tacoma, Pierce County, Washington

Exhibit A will be completed during the Feasibility Period based on the completion and
approval by the parties of a survey under Section 1.3 of the Lease.

Exhibit A will include a legal description of the land located at 3400 Taylor Way
excluding the following:

1. Adjacent Port rail track system

2. Stormwater systems not associated with Lessee?s Tenant Improvements

3. EB-1 Access Road and associated stormwater system

4. Wetlands

Lessor and Lessee additionally agree as follows:

1. Existing Port-owned modules and buildings which comprise the Port's Project
Of?ce will be removed by Lessor at Lessor?s cost during the Construction Period
unless Lessee requests all or a portion of these modules and/or buildings remain
until a later date, in which case Lessee and Lessor will enter into a separate
written agreement regarding such modules and buildings.

2. The Port, and others, retain ownership of construction equipment and materials
including asphalt, crushed rock and concrete, soil, sand, and gravel. Lessee and
Lessor agree that portions of this material may be used by the Port. Until
commencement of the Construction Period, the Port reserves the right, at its sole
discretion, to access, remove, and/or redeploy this equipment and material. Any
equipment and material remaining on-site after commencement of the
Construction Period, and not subject to use by the Port for site remediation,
become elements of the leased Premises.

30

140417Lease(NWlW-v5)

EXHIBIT 
PORT PIPELINE EASEMENT

This exhibit will be a separate agreement to be prepared by the parties during the
Feasibility Period.

31
140417Lease(NWIW-v5)

EXHIBIT 
STORMWATER EASEMENT

This exhibit will be a separate agreement to be prepared by the parties during the
Feasibility Period.

32
140417Lease(NWIW-v5)

EXHIBIT 
EB-1 ACCESS ROAD

Figure and standards for EB-1 Access Road to be prepared by parties during the
Feasibility Period.

33

140417Lease(NWIw-v5)

EXHIBIT 
SCOPE OF DEVELOPMENT SCHEDULE

This exhibit will be prepared by the parties during the Feasibility Period.

34
140417Lease(NWlW-v5)

EXHIBIT 
ENVIRONMENTAL REQUIREMENTS
90 acres of land (and E31 pier and land)
located at 3400 Taylor Way and 2340 Alexander Avenue, Tacoma
Port of Tacoma, Pierce County, Washington 98402

Use

The Primary Premises, Non-Exclusive Preferential Use Area and the Usage Rights
Areas (hereinafter collectively ?Premises"), as defined in the Lease may be used for the
purposes stated in Section 6 of the Lease and the purposes for which Usage Rights
were granted. The Premises shall not be used for any other purpose without the prior
written consent of Lessor, in its sole and absolute discretion.

General

During the term of this Lease, Lessee and Lessee?s employees, agents, customers,
contractors, subcontractors, licensees, invitees, visitors, and guests (collectively
?Lessee Parties?) shall, at Lessee?s sole cost and expense, comply with all federal,
state, and local laws, statutes, ordinances, regulations, rules, permits and permit
requirements, orders, and decrees, of all governmental bodies having authority over the
Premises or any activity conducted thereon, and other governmental requirements
regarding the proper and lawful generation, use, sale, transportation, storage, treatment
and disposal of Hazardous Substances on or in any manner that affects the Premises,
as currently in effect or as may be hereafter amended or issued.

Some areas of, or adjacent to, the Premises (as used herein, the term Premises
includes Premises existing at the commencement of the Lease and areas added to the
Premises thereafter) are or may be within the boundaries of a current or future
remediation (or cleanup) "site" or ?sites? under the oversight of the United States
Environmental Protection Agency (EPA) and/or Washington State Department of
Ecology (Ecology) due to historical contamination. These include, but are not
necessarily limited to, the following:

a Port of Tacoma (Former Kaiser Aluminum Facility, Remedial Actions), Agreed
Order, Number DE-5698.

0 Kaiser Aluminum Chemical Corporation (Wet Scrubber Sludge), Consent
Decree, Number 90 2 06209 C.

0 Kaiser Spent Potliner Management Area, EPA/Ecology ID No. WAD 00188298.

0 Port of Tacoma, Puyallup Land Transfer (Blair Backup Property Environmental
Cap), Consent Decree, Number 094-5648 (September 1994).

- Louisiana?Paci?c Corporation, Manke Lumber Company& Weyerhaeuser
Company, Re. Hylebos (wood waste), Consent Decree, Number 01 2 04714
6(January 2005).

- Louisiana-Paci?c Corporation (LP-Pony Environmental Cap), Enforcement Order,
Number DE 92TC-S312 (December 1992).

35

140417Lease(NWlW-v5)

0 Port of Tacoma (former Arkema 3009 Taylor Way Site), Arkema Containment
Cell Removal (Dunlap Mound). Agreed Order, Number DE-6129 (November
2008)

0 Port of Tacoma (Arkema Manufacturing Site), Agreed Order, Number DE-5688
(July 2011).

Penwalt Corporation, Inc. (Arkema Manufacturing Plant), Consent Decree,
Number 87 2 01199 0 (June 1987).

Ato?na Chemicals, Inc. and General Metals of Tacoma, Consent
Decree Head Of Hylebos Waterway Problem Area Commencement Bay
Nearshore/Tideflats Superfund Site - Consent Decree, Civil Action Number CO4-
5319-RBL (September2004).

Portac, Inc. and Port of Tacoma (Portac Environmental Cap), Order on Consent,
Docket Number DE 88-8326 (September 1988).

Commencement Bay Nearshore/Tideflats Superfund Site (EPA ID
WA0980726368).

Lessee acknowledges and agrees that:

i) Lessee shall not alter, damage, or destroy any currently installed remediation
infrastructure groundwater extraction and monitoring wells and
associated vaults and piping) and shall not alter, damage, or destroy any
remediation infrastructure installed on the Premises at a later date.

ii) The Lessor, Ecology, or EPA may require access by Potentially Responsible
Parties, and/or by the agencies or their assigns to portions of the Premises for
remediation activities investigations, remedial actions, inspections,
maintenance, and monitoring). The required access may be for short or
extended periods, may be for small or larger areas, may require Lessee to
move equipment and/or material of Lessee and Lessee Parties located on the
Premises, and may vary from time to time. Upon reasonable request for such
access, Lessee shall use reasonable efforts to provide the required access,
upon reasonable terms, and at no cost or expense to Lessor.

Lessee shall inform the Lessor of any environmental/ regulatory issues,
including spills or releases, and copy the Lessor on all environmental
compliance related notices and correspondence related to the Premises.

iv) Lessee and Lessee Parties shall assist and not interfere with any source
control or institutional controls required as part of the remediation site.

v) Releases of hazardous substances into the water and/or sediments of
Commencement Bay, or upland where they can migrate to Commencement
Bay or to adjacent remediation sites could result in Lessee liability under
federal Superfund and/or Clean Water Act laws and/or under State MTCA
laws.

Permitting for Developmenthe-development

Except as othenivise provided in the Lease, Lessee must obtain project approval from

the Lessor?s Facilities Development Department for any development or re?development

projects or other tenant improvement projects at the Premises, in accordance with

Lessor's Tenant Improvement Procedure, as now in effect or hereafter amended or

adopted. Lessee shall coordinate with the Lessor for all permitting, design, and
36

HOU1341 0546.8 140417Lease(NWlW-v5)

construction activities. Lessee is responsible for obtaining pertinent federal, state and
local environmental permits associated with the Lessor approved project. Lessee must
have all permit applications or documents reviewed and approved by the Lessor's
Facilities Development Department prior to the submission of any such documents to
the permitting agency (or agencies). The Lessor can serve as SEPA lead agency per
Port of Tacoma Commission Resolution 2011-06, Revised State Environmental Policy
Act (SEPA) and Procedures adopted September 15, 2011, as amended or revised.

Hazardous Substances

Hazardous substances shall be managed (including but not limited to, handling,
secondary containment, and disposal requirements) in accordance with Lessee?s
operating permits, all pertinent federal, state, and local regulatory requirements, and as
stated in the Lease.

Air Quality

Lessee shall, at its sole cost and expense, comply with all federal, state, and local laws,
statutes, ordinances, regulations, rules, permits and permit requirements, orders, and
decrees, including, but not limited to, air quality and odor, of all governmental bodies
having authority over the Premises or any activity conducted thereon.

Water and Sediment Quality Protection

Stormwater Permits: Environmental Permits for Lessor-owned stormwater systems are
maintained by the Lessor or amended in accordance with the applicable permit process.
Lessee recognizes the Lessor as a municipality, and shall satisfy all requirements of the
Washington State Department of Ecology's (Ecology) National Pollution Discharge
Elimination System (NPDES) General Municipal Stormwater (M84) Permit to the extent
applicable to the Premises. Based on Lessee's facilities, operations, and activities,
Lessee may be required to obtain an Industrial Stormwater General Permit (ISGP) from
Ecology which facilitates the NPDES and State Waste Discharge General Permit for
Stormwater Associated with Industrial Activities. In addition, other types of general
stormwater permits or individual stormwater permits are available from or may be
required by Ecology.

It is Lessee's responsibility, during the term of the Lease, to comply with the applicable
storm water permit based on Lessee's facilities, activities, and operations, or as required
by Ecology, at the sole cost of Lessee. A Stormwater Pollution Prevention Plan
is a requirement of the Lessor?s MS4 Permit. Lessee must submit a 
and all subsequent revisions to the to the Lessor's Environmental Programs
Department that is compliant with the Lessor?s MS4 Permit, or if applicable, Lessee?s
ISGP or other applicable Ecology issued stormwater permit. The Lessor will provide a
M84 or ISGP template at Lessee?s request. Lessee shall defend, indemnify,
and hold harmless Lessor against any and all costs (including but not limited to attorney
fees), expenses, damages, fines, penalties, and liabilities of any kind incurred by Lessor
as a result of Lessee's stormwater discharge.

To the extent available, stormwater training is available from the Lessor, as are other
environmental compliance and permitting services.

37
140417Lease(NWlW-v5)

Wastewater Discharge: Lessee shall, at its sole cost and expense, comply with the City
of Tacoma Municipal Sewer System Industrial Wastewater Discharge Permit
requirements, as applicable.

Coatings for Galvanized Metals: Un?coated galvanized metals shall not be used on new
equipment or structure surfaces exposed to natural elements in order to reduce the
potential of exceeding standards for zinc or other metals in stormwater runoff. Coating
shall be factory-coated with a baked-on enamel, or equivalent, protective coating.
Damaged coatings atop galvanized metal shall be repaired Lessee will not be
responsible for replacing existing un-coated galvanized metals; however, new
galvanized metal surfaces installed by the Lessee shall be coated.

Emergency/Spill Response: Lessee and Lessee Parties shall have an effective spill
response plan in accordance with all federal, state, and local regulations and permits.
Lessee shall initiate spill response immediately after a spill and notify Port of Tacoma
Security (253?383-9472) during any incident or event. If a spill response undertaken by
the Lessor is requested by Lessee, or is determined to be necessary by the Lessor to
protect Lessor property, Lessee shall reimburse the Lessor for spill response to spills
originating from Lessee and Lessee Parties, whether on or off the Premises. Lessee
shall have all necessary equipment and supplies on-hand to conduct an emergency or
spill response.

Environmental Safety

Personnel Protection and Liability Management: All subsurface disturbances or
excavations must be pre-approved by the Lessor?s Facilities Development Department.
In addition, all activities on the Premises shall be conducted in accordance with
Occupational Safety and Health Administration (OSHA), Washington Industrial Safety
and Health Act (WISHA), and/or other occupational safety and health laws or
regulations, as applicable. To the extent available, the Lessor can offer different levels
of OSHA HAZWOPER training and refreshers.

Noise control: Lessee shall comply with the City of Tacoma?s Ordinance No. 27673 and
Tacoma Municipal Code Title 8, Chapter 8.122, entitled ?Noise Enforcement".

Traf?c Control: As necessary or requested by the Lessor, Lessee shall develop,
maintain, and comply with a traffic control plan reviewed by the Lessor (and the
Washington State Department of Transportation (WSDOT) if a WSDOT approved traf?c
control plan is required).

Environmental Stewardship

Invasive Species Control: Lessee shall take measures to prevent and control invasive
species from entering or infesting the Premises or surrounding areas. If an invasive
species infestation is discovered originating from Lessee or Lessee Parties, Lessee
shall take measures to control and eliminate the invasive species from infected areas
whether on or off the Premises at the sole cost of Lessee.

38

140417Lease(NWlw-v5)

Habitat and Critical Areas Protection: The Lessor shall identify and update locations of,
and Lessee shall protect all known critical habitats and jurisdictional wetlands adjacent
to or on the Premises from damage caused by Lessee or Lessee Parties. The
Premises is located on or near the shoreline of Commencement Bay and may therefore
be subject to the City of Tacoma?s Critical Areas Preservation Ordinance area
(Ordinance 27728), the City of Tacoma?s Shoreline Management Area of Washington
State?s Shoreline Management Act of 1971 (RCW 90.58) propagated under the Tacoma
Municipal Code 13.10.130, and may be classified as jurisdictional wetlands or "Waters
of the United States" under the Clean Water Act of 1972 (33 U.S.C. ?1251 et seq.) and
as amended and clari?ed. These aforementioned ordinances, codes, and acts restrict
certain land uses or activities within these areas and may require an exemption or
development permits be obtained for approved uses or activities. Lessee shall confirm
the presence or absence of critical habitats or jurisdictional wetlands on the Premises
prior to use or development of the Premises. The Lessee is required to comply with all
requirements and restrictions of these ordinances, codes, and acts, as applicable.

Resource Conservation: Lessee agrees to implement reasonable resource
conservation practices, including reduce, reuse, recycle, and compost practices, in
accordance with all federal, state, and local regulations.

Renewable Energy: Lessee agrees to consider the use of renewable energy or cleaner
fuel, such as ULSD, LNG, biodiesel, or electric energy for powered equipment where
practical and feasible.

Energy Conservation: At the request of the Port, Lessee shall make reasonable effort
to provide information on Lessee-directed energy conservation initiative and terminal
ef?ciency studies.

Low Impact Development: Lessee will consider adopting low impact practices including
LEED Certi?cation and sustainable building practices for all Lessee-directed
improvements.

Emission Control

Northwest Ports Clean Air Strategy: Lessee shall assist Lessor meet the goal and
objectives of the Northwest Ports Clean Air Strategy by implementing programs,
policies, plans or procedures to meet Actions and Perforrnace Targets as listed in the
Northwest Ports Clean Air Strategy 2013 update, as ammeded or revised.

At reasonable request by Lessor, Lessee shall participate in small scale emission
reduction pilot studies or projects that tests the feasibility and effectiveness of
technology or change in operation. Lessor and Lessee will mutually explore potential
pilot technology and funding.

Emission Inventory: At reasonable request by Lessor, Lessee shall provide equipment
data, terminal activity data, and available air testing results needed for the Lessor?s air
quality assessment, and provide access to allow monitoring by Lessor?s staff and
consultants and contractors.

39


Anti-Idling and Energy Conservation: Lessee agrees to post anti-idle signs and develop
and implement, as feasible and practicable, an anti-idle policy for all equipment on the
premises. Lessor and Lessee will mutually explore technical idle reduction technology
and funding.

Periodic Review

The Lessor and Lessee shall periodically review and adjust Lessee?s environmental
performance requirements at the Lessor?s request.

40
140417Lease(NWIW-v5)

EXHIBIT 
MAINTENANCE RESPONSIBILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Responsibility
Primary Premises (Lease Section 1.1) Port Lessee
1 All Tenant Improvements 
2 All improvements made and owned by Port; not for use by Lessee 
3 Access controls 
4. Potable water service 
5. Sanitary sewer 
6 Fire water service 
7 Electrical distribution and service (including lighting) 
8 Fire suppression and spill containment systems and equipment 
9 Alarms and alarm monitoring 
10. Perimeter fencing and gates 
11. Sweeping and snow removal 
12. Pest control 
13. Storm water systems, including cleaning. maintenance. repair and 
maintenance of permits
14. Security and access controls 
Responsibility
Non-Exclusive, Preferential Use Area (Lease Section 1.2) Port Lessee
1 Fender systems, bull-rails, bollards and ladders 
2 Life rings 
3 Pier structure (including piles, pile caps and decking) 
4. Pavement(uniess damaged as a result of Third Party use) 
5. Electrical utility distribution (Port-owned only) 
6 Electrical service 
7 Buildings (unless solely for Third Party us_age) 
8 Potable water service to buildings and piers (Port-owned only) 
9 Fire water service 
10. Data systems (Lessee-owned) 
11. Data systems (Port-owned) 
12. Sanitary sewer (Port-owned) 
13. Spill containment and response systems 
14. Fire suppression and all alarm and monitoring (incl. ?re and security) 
15. Camera and surveillance monitoring (Port-owned) 
16. Camera and surveillance monitoring (Lessee-owned) 
17. Tenant improvements (incl. pipelines, containment and transfer systems) 
18. All improvements made and owned by Port; not for use by Lessee 
19. Perimeter fencing and gates 
20. Sweeping and sn_ow removal (except as required due to Third Party use) 
21. Striping (unless solely for purposes of Lessee operations) 
22. Security and access controls (except durigglhird Party usage) 
23. Yard pole lighting and re-lamping (annual) 
24. Sig?ge (unless solely for purposes of Lessee operations) 
25. Storm water systems, including cleaning, maintenance, repair and 
maintenance of permits

 

 

 

 

41
H0U23410546.8 140417Lease(NWIW-v5)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Responsibility
Usage R_ights Area (Lease Section 2) Port Lessee

1. EB-1 Access Road; including pavement 

2. Area Lighting (if applicable) including re-lamping (annual) 

3. Fire water service 

4. Lessee easements and related pipelines and systems. including but not 

limited to culverts

5. Access controls (except to areas used solely by Lessee) 

6. Sweepingand snow removal 

7. Pest control 

8. Storm water and related easements supporting Premises 

9. Storm water outfalls (unless exclusively serving Premises) 

10. Storm water systems, including cleaning, maintenance, repair and 

maintenance of permits (except systems solely supporting the Premises)
Notes:

1. This Exhibit is intended to allocate and clarify maintenance responsibilities
pursuant to the Lease. In the event of any conflict between this Exhibit and the
Lease terms, the Lease shall control.

2. If any improvements are added to the Premises in the future for which
maintenance is not allocated pursuant to this Exhibit, Lessee shall perform all
maintenance. repair and replacement of such improvements at Lessee?s cost.

3. Responsibilities for potable and fire water services shall include annual
inspections and back-?ow prevention, testing and certi?cation.

4. Annual certi?cation of all fire hydrants required to be done by certi?ed
technicians.

5. All electrical and plumbing work is required to be done by certified or licensed
technicians.

6. Protections, inspection, repair and maintenance of all Lessee-owned
improvements is the sole responsibility of Lessee.

7. To the extent practical, all maintenance and repair work accomplished by the
Port will be undertaken and completed in a timely manner during normal
business/operating hours. Work scheduled outside of normal business/operating
hours for the sole convenience of the Lessee and contrary to usual practice may
involve charges to the Lessee for extra costs due to scheduling.

8. Structural Best Management practices (associated with catch basins, coalescing



plate systems, tide gates, etc.) and Best Management operations and
maintenance are NPDES storm water permit compliance requirements.

42
140417Lease(NWlW-v5)

 

EXHIBIT 
MEMORANDUM OF LEASE

THE STATE OF WASHINGTON 
KNOW ALL MEN BY THESE PRESENTS:

COUNTY OF PIERCE 

Date:

Lessor: PORT OF TACOMA

Lessor's Address: PO. Box 1837, Tacoma, WA. 98401

Lessee: NORTHWEST INNOVATION WORKS,
TACOMA, LLC

Lessee?s Address: 13215 SE. Mill Plain Blvd. Suite 08331, Vancouver.
WA. 98684

Date of Lease:

 

Premises: See Exhibit A attached hereto

Term: 30 years plus 1 renewal term of 25 years subject to
mutual agreement of the parties each acting in its sole
and absolute discretion.

Additional Provisions: The Lease is incorporated by reference and is binding
on Lessor and Lessee. If a con?ict exists between any
term of this Memorandum of Lease and the Lease,
the Lease controls.

LESSOR:

PORT OF TACOMA
By:
Name:
Title:

 

 

 

LESSEE:
NORTHWEST INNOVATION WORKS,
TACOMA, LLC

By:
Name:
Title:

 

 

 

43
140417Lease(NWlW-v5)

State of Washington)
ss
County of Pierce 

I certify that I know or have satisfactory evidence that is
the person who appeared before me, and said person acknowledged that helshe signed
this instrument. on oath stated that helshe was authorized to execute the instrument
and acknowledged it as the of the PORT OF TACOMA to be
the free and voluntary act of such party for the uses and purposes mentioned in the
instrument.

 

 

 

 

Dated:
Printed Name of Notary:
Notary Public in and for the State of Washington
My commission expires on

State of Washington)

55
County of Clark 

I certify that I know or have satisfactory evidence that is
the person who appeared before me, and said person acknowledged that helshe signed
this instrument, on oath stated that helshe was authorized to execute the instrument
and acknowledged it as the of NORTHWEST INNOVATION
WORKS. TACOMA. LLC to be the free and voluntary act of such party for the uses and
purposes mentioned in the instrument.

Dated 

 

Printed Name of Notary:
Notary Public in and for the State of Washington
My commission expires on

 

 

[Attach Exhibits]

44
140417Lease(NWlW-v5)