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COMMERCIAL LEASE AGREEMENT

This Lease Agreement ("Agreement") is entered into as of the 1st day of May, 2026, by and between ACME PROPERTIES LTD, a corporation duly organized and existing under the laws of New Zealand, having its principal office at 45 Queen Street, Auckland CBD, Auckland 1010 (hereinafter referred to as "Landlord"), and TECHSTART INC, a limited liability company organized under the laws of New Zealand, having its registered office at 12 Innovation Drive, Parnell, Auckland 1052 (hereinafter referred to as "Tenant").

WHEREAS, Landlord is the owner of certain real property and improvements located thereon, situated in the City of Auckland, and more particularly described herein; and

WHEREAS, Tenant desires to lease said property for the purpose of conducting its business operations, subject to the terms and conditions as contained herein;

NOW, THEREFORE, for and in consideration of the covenants and obligations contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

ARTICLE 1. PREMISES

1.1 Leased Premises. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the commercial office space designated as Suite 400, located at 123 Business Avenue, Auckland Central, Auckland 1010, New Zealand ("Premises"), comprising approximately two thousand four hundred (2,400) square feet of usable office space, as more particularly described in Exhibit A attached hereto and incorporated herein by reference.

1.2 Common Areas. Tenant shall have the non-exclusive right to use, in common with other tenants of the Building, those portions of the Building designated by Landlord for common use, including but not limited to lobbies, hallways, stairways, elevators, restrooms, parking areas, and loading docks (collectively, the "Common Areas").

1.3 Condition of Premises. Tenant acknowledges that it has inspected the Premises and accepts them in their current "as-is" condition, subject to any improvements specifically agreed upon in writing by Landlord as set forth in Exhibit B.

ARTICLE 2. TERM AND RENEWAL

2.1 Initial Term. The initial term of this Lease shall be twelve (12) months (the "Initial Term"), commencing on May 1, 2026 (the "Commencement Date") and terminating on April 30, 2027 (the "Expiration Date"), unless sooner terminated or extended in accordance with the provisions hereof.

2.2 Automatic Renewal. This Lease shall automatically renew for successive twelve (12) month periods (each a "Renewal Term") upon the same terms and conditions set forth herein, unless either party provides the other party with written notice of its intention not to renew at least sixty (60) days prior to the expiration of the then-current term. Such notice shall be delivered in accordance with Section 14.1 of this Agreement.

2.3 Early Termination. Either party may terminate this Lease prior to the expiration of the then-current term upon ninety (90) days prior written notice, provided that the terminating party shall pay to the other party an early termination fee equal to two (2) months' base rent then in effect.

ARTICLE 3. RENT

3.1 Base Rent. Tenant shall pay to Landlord as base rent the sum of Two Thousand Five Hundred New Zealand Dollars (NZ$2,500.00) per month (the "Base Rent"), payable in advance on the first (1st) day of each calendar month during the term of this Lease. Rent for any partial month shall be prorated on a per diem basis.

3.2 Payment Method. All rent payments shall be made by electronic bank transfer to the account designated by Landlord in writing, or by certified check delivered to Landlord's address set forth above, or to such other address as Landlord may designate in writing from time to time.

3.3 Late Payment. In the event that any installment of rent is not received by Landlord on or before the fifth (5th) day following the date upon which such payment is due, Tenant shall pay to Landlord a late charge equal to Fifty New Zealand Dollars (NZ$50.00) for each such late payment. The parties agree that this late charge represents a fair and reasonable estimate of the costs that Landlord will incur by reason of late payment.

3.4 Annual Escalation. Commencing on the first (1st) anniversary of the Commencement Date and on each anniversary thereafter during the term of this Lease (including any Renewal Terms), the Base Rent shall increase by three percent (3%) over the Base Rent payable during the immediately preceding twelve-month period.

ARTICLE 4. ADDITIONAL RENT AND ADJUSTMENTS

4.1 Operating Expenses. In addition to Base Rent, Tenant shall pay its proportionate share of increases in operating expenses for the Building over the base year (the calendar year 2026), including but not limited to property taxes, insurance premiums, utilities, maintenance, management fees, and common area charges.

4.2 Discretionary Adjustment. Landlord may, at its sole and absolute discretion, increase the monthly Base Rent by an additional amount not exceeding five percent (5%) per annum, in addition to the escalation set forth in Section 3.4, upon not less than thirty (30) days prior written notice to Tenant. Tenant's sole remedy in the event of such increase shall be to terminate this Lease upon sixty (60) days written notice following receipt of such adjustment notice.

4.3 Utilities. Tenant shall be solely responsible for the payment of all utility services provided to the Premises, including but not limited to electricity, gas, water, sewer, telephone, internet, and waste disposal.

ARTICLE 5. SECURITY DEPOSIT

5.1 Amount. Upon execution of this Agreement, Tenant shall deposit with Landlord the sum of Five Thousand New Zealand Dollars (NZ$5,000.00) as a security deposit (the "Security Deposit") to secure the faithful performance by Tenant of all terms, covenants, and conditions of this Lease.

5.2 Application. Landlord may, but shall not be obligated to, apply all or any portion of the Security Deposit to cure any default by Tenant hereunder. In such event, Tenant shall, within ten (10) days of written notice from Landlord, restore the Security Deposit to its full amount.

5.3 Return. The Security Deposit, less any amounts applied pursuant to Section 5.2, shall be returned to Tenant within thirty (30) days following the later of (a) the termination of this Lease or (b) the date Tenant has vacated and surrendered the Premises in the condition required hereunder.

ARTICLE 6. MAINTENANCE, REPAIRS, AND ALTERATIONS

6.1 Tenant Obligations. Tenant shall, at its sole cost and expense, be responsible for all interior maintenance, repairs, and upkeep of the Premises, including but not limited to flooring, wall coverings, paint, window treatments, light fixtures, plumbing fixtures, built-in appliances, and all equipment and systems exclusively serving the Premises.

6.2 Landlord Obligations. Landlord shall maintain in good condition and repair the structural components of the Building, including the roof, foundation, exterior walls, and all building systems serving the Common Areas, including HVAC, plumbing, and electrical systems to the point of connection to the Premises.

6.3 Alterations. Tenant shall not make any alterations, additions, or improvements to the Premises without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned, or delayed. All approved alterations shall be performed at Tenant's sole expense by licensed contractors approved by Landlord.

ARTICLE 7. INSURANCE

7.1 Tenant's Insurance. Throughout the term of this Lease, Tenant shall maintain, at its sole cost and expense, the following insurance coverages: (a) commercial general liability insurance with minimum combined single limits of One Million New Zealand Dollars (NZ$1,000,000.00) per occurrence and Two Million New Zealand Dollars (NZ$2,000,000.00) in the aggregate; (b) property insurance covering Tenant's personal property, trade fixtures, and improvements; and (c) workers' compensation insurance as required by law.

7.2 Additional Insured. Landlord, and any mortgagee or other party designated by Landlord, shall be named as additional insureds on all liability policies maintained by Tenant.

7.3 Certificates. Tenant shall provide Landlord with Certificates of Insurance evidencing the coverages required herein no later than January 15th of each year during the term of this Lease, and at least thirty (30) days prior to the expiration of any such policy.

7.4 Waiver of Subrogation. Each party hereby waives any right of recovery against the other party for any loss or damage covered by insurance required to be maintained hereunder, and each party shall cause its insurance carriers to include appropriate waiver of subrogation endorsements.

ARTICLE 8. USE OF PREMISES

8.1 Permitted Use. The Premises shall be used and occupied exclusively for general office, technology development, and related lawful business purposes consistent with the character of the Building.

8.2 Prohibited Uses. Tenant shall not use the Premises for any purpose that is unlawful, that would damage the Premises, that would increase insurance premiums, or that would create a nuisance or disturb the quiet enjoyment of other tenants.

8.3 Compliance with Laws. Tenant shall comply with all applicable federal, regional, and local laws, ordinances, regulations, and codes in its use and occupancy of the Premises.

ARTICLE 9. ASSIGNMENT AND SUBLETTING

9.1 Restriction. Tenant shall not assign, transfer, mortgage, pledge, or encumber this Lease, nor sublet all or any portion of the Premises, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned, or delayed.

9.2 Conditions. Any approved assignment or subletting shall not release Tenant from its obligations hereunder. Tenant shall pay to Landlord fifty percent (50%) of any subletting profits, defined as the excess of sublease rent over the rent payable hereunder.

ARTICLE 10. INDEMNIFICATION AND LIABILITY

10.1 Tenant's Indemnification. Tenant shall indemnify, defend, and hold harmless Landlord and its officers, directors, employees, agents, and contractors from and against any and all claims, actions, damages, liability, costs, and expenses (including reasonable attorneys' fees) arising from or related to (a) Tenant's use or occupancy of the Premises, (b) any act or omission of Tenant or its employees, agents, contractors, or invitees, or (c) any breach of this Lease by Tenant.

10.2 Limitation. Notwithstanding any provision of this Lease to the contrary, in no event shall either party be liable to the other for any indirect, consequential, special, or punitive damages.

ARTICLE 11. DEFAULT AND REMEDIES

11.1 Events of Default. Each of the following shall constitute an event of default: (a) failure to pay rent within five (5) days of the due date; (b) failure to perform any other obligation within fifteen (15) days after written notice; (c) filing of a petition in bankruptcy; (d) abandonment of the Premises.

11.2 Remedies. Upon the occurrence of an event of default, Landlord may, at its option: (a) terminate this Lease upon written notice; (b) re-enter and take possession of the Premises; (c) pursue any other remedy available at law or in equity. All remedies are cumulative and not exclusive.

ARTICLE 12. FORCE MAJEURE

Neither party shall be liable for any failure or delay in performance of its obligations hereunder (other than payment of rent) to the extent that such failure or delay results from circumstances beyond the reasonable control of such party, including but not limited to acts of God, natural disasters, pandemics, epidemics, government orders, war, terrorism, civil unrest, fire, flood, earthquake, or labor disputes. In the event a force majeure condition continues for more than thirty (30) consecutive days, either party may elect to suspend the affected obligations for the duration of such condition.

IN WITNESS WHEREOF, the parties hereto have executed this Lease Agreement as of the date first written above.

LANDLORD:                          TENANT:
Acme Properties Ltd                TechStart Inc

By: _________________________      By: _________________________
Name: James Richardson              Name: Sarah Chen
Title: Managing Director            Title: Chief Executive Officer
Date: May 1, 2026                   Date: May 1, 2026