LEASE AGREEMENT

The following is a summary of some of the basic data set forth elsewhere in this Lease. This summary is intended to serve as a compilation of data for reference purposes only and in the event of any conflict between the terms of this summary and the remaining provisions of this Lease, the remaining provisions of this Lease shall control; notwithstanding the foregoing, capitalized terms used herein and not otherwise defined shall have the meanings set forth in this Section.

The first year of this Lease Agreement shall commence on the Commencement Date. Each successive lease year shall commence on the same date of each year thereafter during the term of the lease and any renewal terms.

Landlord hereby leases and demises to Tenant and Tenant hereby leases and takes from landlord the Premises upon the terms, conditions, covenants and provisions set forth herein. Landlord and Tenant hereby acknowledge and agree mat the rentable square footage of the Premises as of the date of this Lease is 2,588 square feet, not including the 330 square foot drive through to be constructed.
 

Tenant hereby accepts the Premises in its "AS IS" condition. Tenant acknowledges that, except for the environmental representation set forth in paragraph 11.7 below, Landlord has made no representations or warranties whatsoever regarding the condition of the Premises or its suitability for use by Tenant.

This Lease Agreement shall be binding upon the parties from the date hereof, it being understood and agreed that the term of this Lease shall commence on the first day of the first lease year and shall continue, unless sooner terminated as provided herein, for a period of five (5) lease years thereafter.

Tenant shall have four (4) renewal options of five (5) years each and a fifth and final renewal option of four (4) years, eleven (11) months. Such renewal options must be exercised in writing by Tenant at least one hundred eighty (180) days prior to the end of the preceding term.

Tenant's obligation to pay rent and all other charges set forth in Article IV hereof shall commence on the "Commencement Date". In the event any of the conditions set forth in Paragraph 13.1 below are not satisfied, and Tenant gives Landlord written notice of termination within the 120-day period, Tenant's obligation to pay rent and other charges shall cease, but Landlord shall be entitled to retain all rent and other charges paid by Tenant to Landlord to that date.

Tenant agrees that from time to time at reasonable intervals (but not more than three (3) times in any one (1) lease Year), within fifteen (15) days after written request by Landlord, Tenant will execute, acknowledge and deliver to Landlord, or to such other party as may be designated by Landlord in its reasonable discretion, a certificate stating that to the best of Tenant's knowledge (i) this Lease is in full force and effect and has not been modified, supplemented or amended in any way, except as indicated in such certificate; (ii) all conditions and agreements under this Lease to be performed by Landlord have been satisfied or performed, except as set forth in said certificate; (iii) there are no existing defenses or offsets, except as indicated in said certificate; (iv) Tenant has not paid any rental in advance, except as indicated in said certificate; (v) Tenant is not in default in the payment of rent or any of the other obligations required of Tenant under this Lease; (v) Tenant has paid minimum rentals as of the date set forth in the certificate; and (vii) other reasonable matters as may be requested by Landlord or its designee. Landlord agrees that from time to time at reasonable intervals (but not more than three (3) times in any one (1) lease year), within fifteen (15) days after written request by Tenant, Landlord will execute, acknowledge and deliver to Tenant, or to such other party as may be designated by Tenant in its reasonable discretion, a certificate stating that to the best of Landlord's knowledge (1) this Lease is in full force and effect and has not been modified, supplemented or amended in any way, except as indicated in such certificate; (b) all conditions and agreements under this Lease to be performed by Landlord have been satisfied or performed, except as set forth certificate; (c) there are no existing defenses or offsets, except as indicated in said certificate; (d) Tenant has not paid any rental in advance, except as indicated in said certificate; (e)Tenant is not in default in the payment of rent or any of the other obligations required of Tenant under this Lease; (f) Tenant has paid minimum rentals as of the date set forth in the certificate; and (g) other reasonable matters as may be requested by Tenant or its designee.
 

Tenant covenants and agrees to pay Landlord as Minimum Rent for the Premises, without demand, deduction, abatement, or setoff, except as specifically provided herein, the minimum rental as set forth in Article I above. The minimum rent shall increase to $15.75 per square foot per year in the eleventh lease year, to $16.25 per square foot in the sixteenth lease year, to $16.75 per square foot in the twenty-first lease year and to $17.25 per square foot in the twenty sixth lease year.

Minimum Rent shall be payable in advance on the first day of each full calendar month for which rental is due hereunder. Tenant shall be allowed a ten-day grace period for the payment of rent after the first day of each month before Tenant shall be in default for non-payment.

Any Minimum Rent due for a portion of a month at the beginning or end of the lease shall be pro-rated based on the number of days in such month.

Tenant agrees to pay one-half of all ad valorem real property taxes and assessments of every kind and nature assessed against the land and building which contains the Premises within ten (10) days of receipt of an invoice therefor from Landlord, which invoice shall be accompanied by documentation of Landlord's payment of the ad valorem property taxes and/or other assessments with respect to the Premises for which Landlord seeks reimbursement

Tenant will maintain such fire and casualty insurance coverages on its improvements made to the Premises as is reasonable for commercial properties of the size, character and nature of the Premises in an amount equal to the full replacement cost of such improvements naming Landlord and Tenant as insureds as their interests may appear. Tenant shall provide evidence of such insurance to Landlord at the commencement of the lease term and on an annual basis thereafter. Landlord shall maintain fire and casualty insurance on the building of which the Premises are a part, in an amount equal to the full replacement cost thereof and as is reasonable for commercial properties of the size, nature and character of the building.

Tenant shall immediately reimburse Landlord upon presentation of invoices therefore for one-half of all charges for any and all services to the Premises during the term of the lease for water, sewer, garbage collection, ice and snow removal and exterior landscape services. Tenant shall pay for its own use of all electricity, which shall be separately metered.

In the event Tenant shall fail to pay rent or other charges within ten (10) days after the date when due, then such sums shall bear interest at the highest contract rate permitted under the laws of the Commonwealth of Pennsylvania in any event not to exceed twelve (12%) percent per annum, calculated from the date due. Such interest shall be considered additional rent under the provisions hereof, the non-payment of which shall be considered a default on the part of Tenant and shall entitle Landlord to exercise all of its rights and privileges hereunder.

Tenant shall not use the Premises or any part thereof for any purposes other than banking offices including a drive through, notwithstanding any of the foregoing to the contrary, Landlord shall not unreasonably withhold or delay its consent to any request by Tenant to use the Premises for any other purpose, provided that, such purpose shall not be considered to be a noxious or offensive use and shall be in compliance with applicable zoning and other laws. In addition to the foregoing, Tenant shall:

Tenant shall not alter the exterior of the Premises and/or signs, and shall not make any structural alterations, renovations or additions to the Premises or any part thereof without first obtaining Landlord's written approval of such alterations, which approval shall not be unreasonably withheld or delayed.

Tenant shall have the right, at Tenant's expense, to install signs at the Premises, provided the design and location must (i) be approved by Landlord, in its discretion (not to be unreasonably withheld or delayed), and (ii) comply with all applicable local governmental regulations. Tenant shall have the right to have its name displayed on any existing exterior signs identifying tenants in the building.

Any work performed by Tenant on the Premises shall be performed in good and workmanlike manner. Prior to the commencement of any such work by any contractor, subcontractor, laborer or materialman, Tenant shall furnish Landlord with copies of Stipulations vs. Liens signed by all such persons and provide evidence that the same have been duly recorded at the Northampton County Prothonotary's Office.

Should mechanics', materialmen's or other liens or claims thereof be filed against the Premises by reason of Tenant's acts or omissions or because of a claim against Tenant, Tenant shall use best efforts to cause the lien to be canceled and discharged of record by bond or otherwise within thirty (30) days after receipt of notice from Landlord. Should Tenant fail to cause such lien to be discharged or bonded within such time period, Tenant shall be in default hereunder, and Landlord may exercise any or all remedies available to Landlord pursuant to this Lease, or in lieu thereof, Landlord may at its option, within the sixty (60) days next following Tenant's failure and upon prior written notice to Tenant, discharge the same by paying the amount claimed to be due, and Tenant shall pay as additional rent on demand the amount so paid and all reasonable costs and expenses incurred by Landlord including reasonable attorney's fees in processing such discharge.

Tenant shall secure at its expense any and all building permits and other governmental approvals necessary in connection with any of Tenant's improvements or alterations to the Premises.

Tenant shall permit Landlord, its agents and employees to enter all parts of the Premises during business hours for the purpose of inspecting the same and enforcing and carrying out any provision hereof; provided, however, all inspections by Landlord other than in the case of an emergency, shall only be made after not less than twenty-four (24) hours written notice to Tenant and shall not unreasonably interfere with Tenant's operations at the Premises.

All repairs to all electric, plumbing, and other mechanical systems including the heating, ventilating and air conditioning units and systems serving the Premises (such units and systems, the "HVAC"), shall be made by Landlord. Tenant shall maintain and repair as necessary the interior of the Premises, including interior plumbing and electric fixtures and light bulb replacement. Landlord shall keep the parking lot, steps and walkways of the building free from ice and snow and shall maintain the exterior landscaping. Tenant shall not overload the floor slab, electric wiring, or utilities serving the Premises or located within the Premises and shall install at Tenant's sole expense, after first obtaining Landlord's written approval, which shall not be unreasonably withheld or delayed, any additional electric wiring which may be required by applicable law in connection with Tenant's apparatus, equipment, or fixtures. Landlord shall be responsible for the maintenance of the roof, exterior walls and parking lot.

Tenant shall surrender the Premises at the expiration of the term hereof or at such other time as Tenant may be required to vacate the Premises pursuant to the provisions hereof, broom clean, reasonable wear and tear and damage by fire or other casualty covered by the insurance provisions of this Lease, excepted, provided that Tenant shall not be required to surrender the installations, equipment and mechanical systems on or serving the Premises, including, without limitation, the HVAC, the roof, roof membrane, and roof covering in any particular repair or condition beyond the repair or condition of the same as of the date of this Lease. At the expiration or earlier termination of this Lease, Tenant shall not remove any structural alterations or structural improvements made to the Premises by Tenant, provided that Tenant shall have the right to remove, at its election all of its trade fixtures, movable equipment and furniture, ATM machines, security systems, signs, bank vaults and safety deposit boxes and Tenant shall be obligated to remove all of the same if requested to do so by Landlord. Tenant agrees to repair all damage to the Premises as a result of the removal of any of the foregoing items. Any such items that remain on the Premises after the expiration of the Lease shall be deemed to have been abandoned and shall become the property of Landlord.

7.1           Tenant, its customers and employees shall have the right to use, at no additional cost to Tenant, the 587 square feet common entrance area serving both floors of the building. T