Common use of Fixed Rent Clause in Contracts

Fixed Rent. Each Extension Term shall be upon all of the same terms, covenants and conditions as provided in the Lease, except that: (A) Tenant may not again exercise the Extension Option during the second Extension Term so as to further extend the Term beyond the expiration of the second Extension Term; and (B) the Fixed Rent payable for each Extension Term (the “Market Extension Rent”) shall be at the then current “market rate” annual Fixed Rent rate for new leases for similar space in the Building as in effect six (6) months prior to commencement of the applicable Extension Term, determined in accordance with this Section 5(b)(ii); provided, however, the Fixed Rent rate for each Extension Term shall in no event be less than the Fixed Rent rate for each previous Term or Extension Term (as the case may be). (A) Market rate Fixed Rent shall mean the Fixed Rent rate for which the Premises would be expected to be leased for a five (5) year term commencing on the first day of the applicable Extension Term, with annual increases, in an arm’s-length transaction between a willing lessor and lessee in the greater Cleveland, Ohio metropolitan area industrial space market existing at the time such rate is established. (B) If Tenant properly exercises the applicable Extension Option, Landlord and Tenant shall attempt to agree as to the market rate Fixed Rent at least five (5) months prior to the commencement of the applicable Extension Term. If Landlord and Tenant do not agree as to the market rate Fixed Rent by such date, then market rate Fixed Rent for the applicable Extension Term shall be determined by binding “baseball” arbitration, in accordance with the following provisions: (1) The party desiring such arbitration shall give written notice to that effect to the other party, specifying in such notice the name, address and professional qualifications of the person designated to act as appraiser on its behalf. Within ten (10) days after service of such notice, the other party shall give written notice to the party desiring such arbitration, specifying the name, address and professional qualifications of the person designated to act as appraiser on its behalf. The two (2) appraisers shall, within ten (10) days after selection of the second appraiser, select a third appraiser. All appraisers appointed hereunder shall be MAI members of the Appraisal Institute with not less than five (5) years of experience in the appraisal of improved industrial real estate in the great Cleveland, Ohio metropolitan area, and be devoting substantially all of their time to professional appraisal work at the time of appointment, and be in all respects impartial and disinterested. The market rate Fixed Rent determined by each of the first two selected appraisers (each a “Proposed Rent Determination,” and collectively, the :Proposed Rent Determinations”) shall be submitted to the third selected appraiser within a period of thirty (30) days after the appointment of such third appraiser. Within thirty (30) days after its receipt of the Proposed Rent Determinations, such third appraiser shall select one Proposed Rent Determination as the Fixed Rent for the applicable Extension Term, which determination shall be final, binding and conclusive upon all parties. (2) Each party shall pay the fees and expenses of the appraiser appointed by or on behalf of such party and the fees and expenses of the third appraiser shall be borne equally by both parties.

Fixed Rent. Each Extension A. Subtenant shall pay to Sublandlord, without notice or demand, and without any set-off, counterclaim, abatement or deduction whatsoever, except as may be expressly set forth in this Sublease, in lawful money of the United States by check or federal wire transfer of immediately available funds: (i) Fixed Rent in monthly installments, in advance, on the first (1st) day of each calendar month during the Term, commencing on the Commencement Date (except that the first full month’s installment of Fixed Rent shall be paid concurrently herewith pursuant to Section 4(C) hereof), and (ii) Additional Rent, at the times and in the manner set forth in this Sublease. Except as otherwise expressly set forth in this Sublease, Subtenant’s obligations to pay Rent are independent of each and every covenant contained in this Sublease. B. Sublandlord and Subtenant hereby acknowledge and agree that pursuant to Paragraph 1(B) of this Sublease, the rentable square footage of the Sublease Premises can increase and/or decrease from time to time. Accordingly, the amount of Monthly Fixed Rent payable hereunder for any given calendar month of the Sublease Term shall be calculated based upon all the following formula: (i) the Rentable Rate Per Rentable Square foot of the same terms, covenants and conditions Sublease Premises for such calendar month as provided in set forth on Exhibit C hereof; (ii) multiplied by the Lease, except that: (A) Tenant may not again exercise the Extension Option during the second Extension Term so as to further extend the Term beyond the expiration then rentable square footage of the second Extension TermSublease Premises for such calendar month (as may have been increased or decreased pursuant to Paragraph 1(B) hereof; (iii) divided by 12. Sublandlord and (B) Subtenant hereby acknowledge and agree that the initial rentable square footage of the Sublease Premises is 7,500 square feet and accordingly, the Monthly Fixed Rent payable hereunder for each Extension the first full calendar month of the Term is $14.062.50, being ($22.50 x 7,500.00)/12 C. Subtenant shall pay to Sublandlord an amount equal to the first full month of Fixed Rent due under this Sublease upon the execution of this Sublease by Subenant, which payment shall be applied by Sublandlord to the first month’s Fixed Rent due under this Sublease. D. Notwithstanding anything to the contrary set forth in Exhibit C, so long as Subtenant is not then in monetary default beyond any applicable notice or grace and cure periods under this Sublease on Subtenant’s part to be observed or performed, Subtenant shall be entitled to a one-time credit against its obligation to pay Fixed Rent (but not Additional Rent) in the aggregate amount of Fifty Six Thousand Two Hundred Fifty and No/100 Dollars ($56,250.00) (the “Market Extension RentRent Credit”) shall ), to be applied at the then current “market rate” annual rate of Fourteen Thousand Sixty Two and 50/100 ($14,062.50) per month against the full monthly installments of Fixed Rent rate for new leases for similar space in the Building as in effect six (6) months prior to commencement of the applicable Extension Termonly, determined in accordance with this Section 5(b)(ii); provided, however, the Fixed Rent rate for each Extension Term shall in no event be less than the Fixed Rent rate for each previous Term or Extension Term (as the case may be). (A) Market rate Fixed Rent shall mean the Fixed Rent rate for which the Premises would be expected to be leased for a five (5) year term commencing on the first day of the applicable Extension Term, with annual increases, in an arm’s-length transaction between a willing lessor and lessee in the greater Cleveland, Ohio metropolitan area industrial space market existing at the time such rate is established. (B) If Tenant properly exercises the applicable Extension Option, Landlord and Tenant shall attempt to agree as to the market rate Fixed Rent at least five (5) months prior to the commencement of the applicable Extension Term. If Landlord and Tenant do not agree as to the market rate Fixed Rent by such date, then market rate Fixed Rent for the applicable Extension Term shall be determined by binding “baseball” arbitration, in accordance with the following provisions: (1) The party desiring such arbitration shall give written notice to that effect to the other party, specifying in such notice the name, address months of November 2010 through and professional qualifications of the person designated to act as appraiser on its behalf. Within ten (10) days after service of such notice, the other party shall give written notice to the party desiring such arbitration, specifying the name, address and professional qualifications of the person designated to act as appraiser on its behalf. The two (2) appraisers shall, within ten (10) days after selection of the second appraiser, select a third appraiser. All appraisers appointed hereunder shall be MAI members of the Appraisal Institute with not less than five (5) years of experience in the appraisal of improved industrial real estate in the great Cleveland, Ohio metropolitan area, and be devoting substantially all of their time to professional appraisal work at the time of appointment, and be in all respects impartial and disinterested. The market rate Fixed Rent determined by each of the first two selected appraisers (each a “Proposed Rent Determination,” and collectively, the :Proposed Rent Determinations”) shall be submitted to the third selected appraiser within a period of thirty (30) days after the appointment of such third appraiser. Within thirty (30) days after its receipt of the Proposed Rent Determinations, such third appraiser shall select one Proposed Rent Determination as the Fixed Rent for the applicable Extension Term, which determination shall be final, binding and conclusive upon all partiesinlcuding February 2011. (2) Each party shall pay the fees and expenses of the appraiser appointed by or on behalf of such party and the fees and expenses of the third appraiser shall be borne equally by both parties.

Fixed Rent. Each Extension Term Subject to this Section 6.8.3, all fixed rent and regularly scheduled items of additional rent under the Third Party Leases, and other tenant charges if, as and when received shall be upon all prorated as of the same terms, covenants Cut-off Time. Seller shall provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and conditions as provided in all refundable cash security deposits (to the Lease, except that: (Aextent the foregoing were made by tenants under the Third Party Leases and are not applied or forfeited prior to the Closing Date) Tenant may not again exercise to Buyer on the Extension Option during the second Extension Term so as to further extend the Term beyond the expiration Closing Date. For a period of the second Extension Term; and (B) the Fixed Rent payable for each Extension Term (the “Market Extension Rent”) shall be at the then current “market rate” annual Fixed Rent rate for new leases for similar space in the Building as in effect six (6) months prior following the Closing, provided that Seller delivers to commencement Buyer all books, records and other documents related to such delinquencies, Buyer shall include such delinquencies in its normal billing and shall use commercially reasonable efforts to pursue the collection thereof in good faith after the Closing Date (but Buyer shall not be required to litigate or declare a default under any of the applicable Extension TermThird Party Leases). Seller shall deliver to Buyer at Closing any tenant security deposits which are held in the form of letters of credit. Rents and other tenant charges which are delinquent as of the Closing Date shall not be prorated on the Closing Date. To the extent Buyer receives rents or other tenant charges on or after the Closing Date, determined such payments shall be applied (i) first, to Buyer’s actual out-of-pocket third-party costs of collection incurred with respect to such Tenant to the extent any such rent was delinquent and was collected outside the ordinary course; (ii) second, to rents due from such Tenant for the month in accordance with this Section 5(b)(iiwhich such payment is received by Buyer, including, as applicable, the month of Closing; (iii) third, to rents attributable to any period after the Closing which are due or past due on the date of receipt in inverse order of maturity (such that amounts shall be applied first against rents which have been outstanding for the shortest period of time); and (iv) finally, to rents and other charges delinquent as of the Closing (and Buyer promptly shall remit such amounts to Seller). ▇▇▇▇▇ agrees that it shall use commercially reasonable efforts to collect any such delinquent rents for a period of twelve (12) months following the Closing Date; provided, however, that Buyer shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent rents. Buyer may not waive any delinquent rents or other tenant charges nor modify any of the Fixed Rent rate leases as to reduce or otherwise affect amounts owed thereunder for each Extension Term any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller’s written consent, which consent may be given or withheld in Seller’s sole and absolute discretion. Seller shall in have no event be less right to take any action against any tenant (other than Buyer) to collect any past due rents from and after the Fixed Rent rate for each previous Term Closing, and Seller hereby waives any rights it may have to take any action against any tenant to collect such past due rents from and after the Closing Date; provided, however, with respect to delinquent rents and any other amounts or Extension Term (as other rights of any kind respecting tenants who are no longer tenants of the case may be). (A) Market rate Fixed Rent shall mean the Fixed Rent rate for which the Premises would be expected to be leased for a five (5) year term commencing Real Property on the first day of the applicable Extension TermClosing Date, with annual increases, in an arm’s-length transaction between a willing lessor and lessee in the greater Cleveland, Ohio metropolitan area industrial space market existing at the time such rate is established. (B) If Tenant properly exercises the applicable Extension Option, Landlord and Tenant Seller shall attempt retain all rights relating thereto. ▇▇▇▇▇▇ agrees to agree as promptly deliver to the market rate Fixed Rent at least five (5) months prior to the commencement of the applicable Extension Term. If Landlord and Tenant do not agree as to the market rate Fixed Rent Buyer any rents received by such date, then market rate Fixed Rent Seller for the applicable Extension Term shall be determined by binding “baseball” arbitration, in accordance with the following provisions: (1) The party desiring such arbitration shall give written notice to that effect to the other party, specifying in such notice the name, address period from and professional qualifications of the person designated to act as appraiser on its behalf. Within ten (10) days after service of such notice, the other party shall give written notice to the party desiring such arbitration, specifying the name, address and professional qualifications of the person designated to act as appraiser on its behalf. The two (2) appraisers shall, within ten (10) days after selection of the second appraiser, select a third appraiser. All appraisers appointed hereunder shall be MAI members of the Appraisal Institute with not less than five (5) years of experience in the appraisal of improved industrial real estate in the great Cleveland, Ohio metropolitan area, and be devoting substantially all of their time to professional appraisal work at the time of appointment, and be in all respects impartial and disinterested. The market rate Fixed Rent determined by each of the first two selected appraisers (each a “Proposed Rent Determination,” and collectively, the :Proposed Rent Determinations”) shall be submitted to the third selected appraiser within a period of thirty (30) days after the appointment of such third appraiser. Within thirty (30) days after its receipt of the Proposed Rent DeterminationsClosing Date, such third appraiser shall select one Proposed Rent Determination as the Fixed Rent for the applicable Extension Term, which determination shall be final, binding and conclusive upon all partieswithout offset. (2) Each party shall pay the fees and expenses of the appraiser appointed by or on behalf of such party and the fees and expenses of the third appraiser shall be borne equally by both parties.

Fixed Rent. Each Extension Term shall be upon all For purposes of the same terms, covenants and conditions as provided in the Lease, except that: (A) Tenant may not again exercise the Extension Option during the second Extension Term so as to further extend the Term beyond the expiration of the second Extension Term; and (B) determining the Fixed Rent payable for each Extension Term (during the “Premises Renewal Term, the Fair Market Extension Rent”) Rent of the Premises shall be at equal to the then current “fair market rate” annual Fixed Rent rate for new leases for similar space in the Building as in effect six (6) months prior to commencement rental value of the applicable Extension TermPremises as of the Premises Renewal Term Commencement Date, as determined in accordance with this Section 5(b)(ii); provided, however, the Fixed Rent rate for each Extension Term shall in no event be less terms hereof. Not later than the Fixed Rent rate for each previous Term or Extension Term ninety (as the case may be). (A90) Market rate Fixed Rent shall mean the Fixed Rent rate for which the Premises would be expected to be leased for a five (5) year term commencing on the first day of the applicable Extension Term, with annual increases, in an arm’s-length transaction between a willing lessor and lessee in the greater Cleveland, Ohio metropolitan area industrial space market existing at the time such rate is established. (B) If Tenant properly exercises the applicable Extension Option, Landlord and Tenant shall attempt to agree as to the market rate Fixed Rent at least five (5) months days prior to the commencement of Premises Renewal Term Commencement Date, Landlord shall give notice (“Premises Valuation Notice”) to Tenant setting forth the applicable Extension amount that Landlord determines to be the Fair Market Rent for the Premises for the Premises Renewal Term. If Tenant shall dispute Landlord’s determination of the Fair Market Rent, Tenant must (or Tenant shall be deemed to have accepted the Fair Market Rent set forth in Landlord’s Premises Valuation Notice) give notice to Landlord and Tenant do not agree as of such dispute within twenty (20) days of Tenant’s receipt of the Premises Valuation Notice (with time of the essence). The parties shall then engage in good faith negotiations for ten (10) days to determine the market rate Fixed Rent by such date, then market rate Fixed Fair Market Rent for the applicable Extension Premises for the Premises Renewal Term. In the event the parties cannot resolve their dispute with regard to the Fair Market Rent for the Premises for the Premises Renewal Term within such ten (10) day period, then the Lease, as amended by this Amendment, shall be deemed renewed as respects the Premises and the Fair Market Rent for the Premises for the Premises Renewal Term shall be determined by binding “baseball” arbitration, arbitration in accordance with Section 10.5 hereof. For the following provisions: (1) The party desiring such arbitration shall give written notice to avoidance of doubt, Fair Market Rent is defined as the annual amount of fixed, base rent that effect a willing lessee would pay and a willing lessor would accept for the Premises, paid over the Premises Renewal Term, taking into account all reasonably relevant factors relating to the other party, specifying premises in such notice the name, address and professional qualifications of the person designated to act as appraiser on its behalf. Within ten (10) days after service of such notice, the other party shall give written notice to the party desiring such arbitration, specifying the name, address and professional qualifications of the person designated to act as appraiser on its behalf. The two (2) appraisers shall, within ten (10) days after selection of the second appraiser, select a third appraiser. All appraisers appointed hereunder shall be MAI members of the Appraisal Institute with not less than five (5) years of experience in the appraisal of improved industrial real estate in the great Cleveland, Ohio metropolitan area, and be devoting substantially all of their time to professional appraisal work at the time of appointment, and be in all respects impartial and disinterested. The market rate Fixed Rent determined by each of the first two selected appraisers (each a “Proposed Rent Determination,” and collectively, the :Proposed Rent Determinations”) shall be submitted to the third selected appraiser within a period of thirty (30) days after the appointment of such third appraiser. Within thirty (30) days after its receipt of the Proposed Rent Determinations, such third appraiser shall select one Proposed Rent Determination as the Fixed Rent for the applicable Extension Term, which determination shall be final, binding and conclusive upon all partiesquestion. (2) Each party shall pay the fees and expenses of the appraiser appointed by or on behalf of such party and the fees and expenses of the third appraiser shall be borne equally by both parties.

Fixed Rent. Each Extension Term Subject to this Section 6.8.3, all fixed rent and regularly scheduled items of additional rent under the Third Party Leases, and other tenant charges if, as and when received shall be upon all prorated as of the same terms, covenants Cut-off Time. Seller shall provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and conditions as provided in all refundable cash security deposits (to the Lease, except that: (Aextent the foregoing were made by tenants under the Third Party Leases and are not applied or forfeited prior to the Closing Date) Tenant may not again exercise to Buyer on the Extension Option during the second Extension Term so as to further extend the Term beyond the expiration Closing Date. For a period of the second Extension Term; and (B) the Fixed Rent payable for each Extension Term (the “Market Extension Rent”) shall be at the then current “market rate” annual Fixed Rent rate for new leases for similar space in the Building as in effect six (6) months prior following the Closing, provided that Seller delivers to commencement Buyer all books, records and other documents related to such delinquencies, Buyer shall include such delinquencies in its normal billing and shall use commercially reasonable efforts to pursue the collection thereof in good faith after the Closing Date (but Buyer shall not be required to litigate or declare a default under any of the applicable Extension TermThird Party Leases). Seller shall deliver to Buyer at Closing any tenant security deposits which are held in the form of letters of credit. Rents and other tenant charges which are delinquent as of the Closing Date shall not be prorated on the Closing Date. To the extent Buyer receives rents or other tenant charges on or after the Closing Date, determined such payments shall be applied (i) first, to Buyer’s actual out-of-pocket third-party costs of collection incurred with respect to such tenant to the extent any such rent was delinquent and was collected outside the ordinary course; (ii) second, to rents due from such tenant for the month in accordance with this Section 5(b)(iiwhich such payment is received by Buyer, including, as applicable, the month of Closing; (iii) third, to rents attributable to any period after the Closing which are due or past due on the date of receipt in inverse order of maturity (such that amounts shall be applied first against rents which have been outstanding for the shortest period of time); and (iv) finally, to rents and other charges delinquent as of the Closing (and Buyer promptly shall remit such amounts to Seller). ▇▇▇▇▇ agrees that it shall use commercially reasonable efforts to collect any such delinquent rents for a period of twelve (12) months following the Closing Date; provided, however, that Buyer shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent rents. Buyer may not waive any delinquent rents or other tenant charges nor modify any of the Fixed Rent rate leases as to reduce or otherwise affect amounts owed thereunder for each Extension Term any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller’s written consent, which consent may be given or withheld in Seller’s sole and absolute discretion. Seller shall in have no event be less right to take any action against any tenant (other than Buyer) to collect any past due rents from and after the Fixed Rent rate for each previous Term Closing, and Seller hereby waives any rights it may have to take any action against any tenant to collect such past due rents from and after the Closing Date; provided, however, with respect to delinquent rents and any other amounts or Extension Term (as other rights of any kind respecting tenants who are no longer tenants of the case may be). (A) Market rate Fixed Rent shall mean the Fixed Rent rate for which the Premises would be expected to be leased for a five (5) year term commencing Real Property on the first day of the applicable Extension TermClosing Date, with annual increases, in an arm’s-length transaction between a willing lessor and lessee in the greater Cleveland, Ohio metropolitan area industrial space market existing at the time such rate is established. (B) If Tenant properly exercises the applicable Extension Option, Landlord and Tenant Seller shall attempt retain all rights relating thereto. ▇▇▇▇▇▇ agrees to agree as promptly deliver to the market rate Fixed Rent at least five (5) months prior to the commencement of the applicable Extension Term. If Landlord and Tenant do not agree as to the market rate Fixed Rent Buyer any rents received by such date, then market rate Fixed Rent Seller for the applicable Extension Term shall be determined by binding “baseball” arbitration, in accordance with the following provisions: (1) The party desiring such arbitration shall give written notice to that effect to the other party, specifying in such notice the name, address period from and professional qualifications of the person designated to act as appraiser on its behalf. Within ten (10) days after service of such notice, the other party shall give written notice to the party desiring such arbitration, specifying the name, address and professional qualifications of the person designated to act as appraiser on its behalf. The two (2) appraisers shall, within ten (10) days after selection of the second appraiser, select a third appraiser. All appraisers appointed hereunder shall be MAI members of the Appraisal Institute with not less than five (5) years of experience in the appraisal of improved industrial real estate in the great Cleveland, Ohio metropolitan area, and be devoting substantially all of their time to professional appraisal work at the time of appointment, and be in all respects impartial and disinterested. The market rate Fixed Rent determined by each of the first two selected appraisers (each a “Proposed Rent Determination,” and collectively, the :Proposed Rent Determinations”) shall be submitted to the third selected appraiser within a period of thirty (30) days after the appointment of such third appraiser. Within thirty (30) days after its receipt of the Proposed Rent DeterminationsClosing Date, such third appraiser shall select one Proposed Rent Determination as the Fixed Rent for the applicable Extension Term, which determination shall be final, binding and conclusive upon all partieswithout offset. (2) Each party shall pay the fees and expenses of the appraiser appointed by or on behalf of such party and the fees and expenses of the third appraiser shall be borne equally by both parties.

Fixed Rent. Each Extension Term shall be upon all For purposes of the same terms, covenants and conditions as provided in the Lease, except that: (A) Tenant may not again exercise the Extension Option during the second Extension Term so as to further extend the Term beyond the expiration of the second Extension Term; and (B) determining the Fixed Rent payable for each Extension Term (during the “Renewal Term, the Fair Market Extension Rent”) Rent of the 20th/21st Floor Space shall be at equal to the then current “fair market rate” annual Fixed Rent rate for new leases for similar space in the Building as in effect six (6) months prior to commencement rental value of the applicable Extension Term20th/21st Floor Space as of the Renewal Term Commencement Date, as determined in accordance with this Section 5(b)(ii); provided, however, the Fixed Rent rate for each Extension Term shall in no event be less terms hereof. Not later than the Fixed Rent rate for each previous Term or Extension Term ninety (as the case may be). (A90) Market rate Fixed Rent shall mean the Fixed Rent rate for which the Premises would be expected to be leased for a five (5) year term commencing on the first day of the applicable Extension Term, with annual increases, in an arm’s-length transaction between a willing lessor and lessee in the greater Cleveland, Ohio metropolitan area industrial space market existing at the time such rate is established. (B) If Tenant properly exercises the applicable Extension Option, Landlord and Tenant shall attempt to agree as to the market rate Fixed Rent at least five (5) months days prior to the commencement of 20th/21st Floor Renewal Term Commencement Date, Landlord shall give notice (“20th/21st Floor Valuation Notice”) to Tenant setting forth the applicable Extension amount that Landlord determines to be the Fair Market Rent for the 20th/21st Floor Space for the Renewal Term. If Tenant shall dispute Landlord’s determination of the Fair Market Rent, Tenant must (or Tenant shall be deemed to have accepted the Fair Market Rent set forth in Landlord’s 20th/21st Floor Valuation Notice) give notice to Landlord and Tenant do not agree as of such dispute within twenty (20) days of Tenant’s receipt of the 20th/21st Floor Valuation Notice (with time of the essence). The parties shall then engage in good faith negotiations for ten (10) days to determine the market rate Fixed Rent by such date, then market rate Fixed Fair Market Rent for the applicable Extension 20th/21st Floor Space for the Floor Renewal Term. In the event the parties cannot resolve their dispute with regard to the Fair Market Rent for the 20th/21st Floor Space for the Renewal Term within such ten (10) day period, then the Original Lease, as amended by this Amendment, shall be deemed renewed as respects the for the 20th/21st Floor Space and the Fair Market Rent for the 20th/21st Floor Space for the Renewal Term shall be determined by binding “baseball” arbitration, arbitration in accordance with Section 10.5 hereof. For the following provisions: (1) The party desiring such arbitration shall give written notice to avoidance of doubt, Fair Market Rent is defined as the annual amount of fixed, base rent that effect a willing lessee would pay and a willing lessor would accept for the 20th/21st Floor Space, paid over the Renewal Term, taking into account all reasonably relevant factors relating to the other party, specifying premises in such notice the name, address and professional qualifications of the person designated to act as appraiser on its behalf. Within ten (10) days after service of such notice, the other party shall give written notice to the party desiring such arbitration, specifying the name, address and professional qualifications of the person designated to act as appraiser on its behalf. The two (2) appraisers shall, within ten (10) days after selection of the second appraiser, select a third appraiser. All appraisers appointed hereunder shall be MAI members of the Appraisal Institute with not less than five (5) years of experience in the appraisal of improved industrial real estate in the great Cleveland, Ohio metropolitan area, and be devoting substantially all of their time to professional appraisal work at the time of appointment, and be in all respects impartial and disinterested. The market rate Fixed Rent determined by each of the first two selected appraisers (each a “Proposed Rent Determination,” and collectively, the :Proposed Rent Determinations”) shall be submitted to the third selected appraiser within a period of thirty (30) days after the appointment of such third appraiser. Within thirty (30) days after its receipt of the Proposed Rent Determinations, such third appraiser shall select one Proposed Rent Determination as the Fixed Rent for the applicable Extension Term, which determination shall be final, binding and conclusive upon all partiesquestion. (2) Each party shall pay the fees and expenses of the appraiser appointed by or on behalf of such party and the fees and expenses of the third appraiser shall be borne equally by both parties.

Fixed Rent. Each Extension Term shall be upon all (a) Tenant covenants to pay to Landlord for and during each lease year of the same termsSecond Renewal Period, covenants Fixed Rent at the rate of One Hundred Thousand Six Hundred Thirty Six and conditions as provided in the Lease, except that: 50/100 (A$100,636.50) Dollars per annum ($8,386.38 per month). (b) If Tenant may not again exercise the Extension Option during the second Extension Term so as exercises its option to further extend the Term beyond the expiration term of the second Extension Term; and (B) Lease for the Third Renewal Period, the Fixed Rent payable for each Extension Term (lease year of the “Market Extension Rent”) Third Renewal Period shall be at the greater of: (i) the annual amount determined by multiplying the gross rentable area of the Premises by $17.25 per square foot, or (ii) the then current “existing fair market rate” annual Fixed Rent rate for new leases for similar space in the Building as in effect six (6) months prior to commencement rental value of the applicable Extension Term, Premises determined in accordance with the provisions of subparagraph (c) of this Section 5(b)(ii); provided, however, the Fixed Rent rate for each Extension Term shall in no event be less than the Fixed Rent rate for each previous Term or Extension Term (as the case may be)Paragraph 2. (Ac) Market rate Fixed Rent The fair market rental value of the Premises, as contemplated by subparagraph (b) of this Paragraph 2, shall mean be determined as follows: Promptly after receipt by Landlord of Tenant's notice of Tenant's exercise of its option to renew and extend the Fixed Rent rate for which term of this Lease pursuant to the provisions of subparagraph (b) of Paragraph 1 hereinabove, Landlord shall notify Tenant of Landlord's determination of the fair market rental value of the Premises would be expected to be leased for a five (5) year term commencing on the first day as of the applicable Extension Termcommencement date of the Third Renewal Period. Tenant shall have the right, with annual increases, in by notice to Landlord given within twenty (20) days after receiving Landlord's notice of the fair market rental value to object to the amount thereof. Failure by Tenant to give notice of objection within such twenty (20) day period (time being of the essence) shall constitute an arm’s-length transaction between a willing lessor and lessee in acceptance by Tenant of the greater Cleveland, Ohio metropolitan area industrial space fair market existing at the time such rate is established. (B) rental value as determined by Landlord. If Tenant properly exercises shall so object, Tenant shall, at its cost and expense, engage an appraiser who is a member of the applicable Extension Option, Landlord appraisal institute and Tenant shall attempt to agree as to the market rate Fixed Rent who has at least five (5) months prior years experience in the appraisal of office buildings in the Middlesex County, New Jersey area, to determine the fair market rental value of the Premises as of the commencement of the applicable Extension TermThird Renewal Period. If Such appraiser shall render his or her report to Landlord and Tenant do not agree as later than thirty (30) days after the date of Tenant's notice of objection to the fair market rate Fixed Rent rental value as determined by Landlord. If such dateappraiser shall fail to render such report within such thirty (30) day period (time being of the essence), then Tenant's objection to the fair market rate Fixed Rent rental value as determined by Landlord shall conclusively be deemed to have been waived and the rental for the applicable Extension Term Third Renewal Period shall be as determined by binding “baseball” arbitrationLandlord. If the appraiser shall render his or her report within such thirty (30) day period and the fair market rental value so determined shall not be acceptable to Landlord, in accordance with Landlord shall have the following provisions: right to so notify Tenant, and Landlord shall then, at its cost and expense, engage an appraiser (1having the same qualifications as those set forth above) The party desiring such arbitration shall give written notice to that effect to determine the other party, specifying in such notice the name, address and professional qualifications fair market rental value of the person designated to act as appraiser on its behalfPremises. Within In the event that the two appraisers shall determine a fair market rental value which shall not differ by more than ten (10%) days after service percent, the fair market rental value shall be deemed to be the average of the two appraisals. If the two appraisals shall differ by more than such ten (10%) percent amount, then the two appraisers shall select a third appraiser with similar qualifications, with Landlord and Tenant each to pay one-half of the cost of such noticethird appraiser, and the other party shall give written notice to the party desiring such arbitration, specifying the name, address and professional qualifications fair market rental value of the person designated to act Premises as determined by such third appraiser on its behalfshall be binding and conclusive upon Landlord and Tenant. The two (2) appraisers shall, appraiser for Landlord and the appraiser for Tenant shall select such third appraiser within ten (10) days after selection of the second appraiser, select a Landlord notifies Tenant that such third appraiserappraisal is required. All appraisers appointed hereunder The said third appraiser shall be MAI members of the Appraisal Institute with instructed to render his or her report to Landlord and Tenant not less later than five (5) years of experience in the appraisal of improved industrial real estate in the great Cleveland, Ohio metropolitan area, and be devoting substantially all of their time to professional appraisal work at the time of appointment, and be in all respects impartial and disinterested. The market rate Fixed Rent determined by each of the first two selected appraisers (each a “Proposed Rent Determination,” and collectively, the :Proposed Rent Determinations”) shall be submitted to the third selected appraiser within a period of thirty (30) days after the appointment date of such third appraiser. Within thirty (30) days after its receipt of the Proposed Rent Determinations, such third appraiser shall select one Proposed Rent Determination as the Fixed Rent for the applicable Extension Term, which determination shall be final, binding and conclusive upon all partieshis or her engagement. (2) Each party shall pay the fees and expenses of the appraiser appointed by or on behalf of such party and the fees and expenses of the third appraiser shall be borne equally by both parties.

Fixed Rent. Each Extension Term shall be upon all (a) From and after the Effective Date through the last day of the same termstenth (10th) Lease Year, covenants and conditions as provided in the Lease, except that: (A) Tenant may not again exercise the Extension Option during the second Extension Term so as to further extend the Term beyond the expiration of the second Extension Term; and (B) the Fixed Rent payable for each Extension Term (the “Market Extension Rent”) shall be at the then current “market rate” annual Fixed Rent rate for new leases for similar space in (i) the Building Land Leased Premises shall be calculated based on the market value of Six Hundred Eighty Five Dollars ($685.00) per acre of Leased Premises, with the annual rent as in effect six (6) months prior to commencement of the applicable Extension TermEffective Date of the Lease equal to 1/10th of this amount per annum, fixed for ten (10) years, as such acreage is determined in accordance with this Section 5(b)(iiby Lessor per survey, and (ii) the Office Leased Premises shall be calculated based on a rate of $5.00 per square foot per year, or $92,875 per year, as well as $3,000 per year related to the use of Building 1 (clockhouse); provided, however(together, the “Fixed Rent rate for each Extension Term shall Rent”), payable in no event be less than the Fixed Rent rate for each previous Term or Extension Term (as the case may be). (A) Market rate Fixed Rent shall mean the Fixed Rent rate for which the Premises would be expected to be leased for a five (5) year term commencing advance in annual installments on the first day of each January during the applicable Extension Term in accordance with Section 4.3 hereof. From and after the tenth (10th) Lease Year through the end of the Term, the Fixed Rent during each Lease Year (as previously increased by all prior CPI Escalation) shall be increased by the CPI Escalation. Fixed Rent (and all other monthly or other periodic fixed costs, expenses or charges payable under this Land Lease) shall be prorated for partial calendar months or years. In the event that Lessee disagrees with annual increasesLessor’s calculation of acreage for the Leased Premises, Lessee may, at its sole cost and expense, obtain a certified survey prepared in an arm’s-length transaction between accordance with ALTA standards, and a willing lessor and lessee in title insurance policy issued by a reputable national title insurance company certifying such acreage of the greater ClevelandLeased Premises. If the amount of acreage determined as set forth herein, Ohio metropolitan area industrial space market existing at differs from Lessor’s calculations, the time such rate is establishedFixed Rent will be adjusted for future Lease Years, but there will be no retroactive adjustment of Fixed Rent. (Bb) If Tenant properly exercises In addition to Fixed Rent, on the applicable Extension Optionfirst (1st) day of each calendar month during the Term, Landlord and Tenant Lessee shall attempt to agree as to pay Additional Rent in the market rate Fixed Rent at least five (5) months prior to the commencement amount of Lessee’s Share of the applicable Extension Term. If Landlord and Tenant do not agree Pass Through Costs, as to the market rate Fixed Rent by such date, then market rate Fixed Rent for the applicable Extension Term “Lessee’s Share” is calculated or set forth on Exhibit 4.1(b) attached. (c) Pass Through Costs shall be determined by binding “baseball” arbitration, in accordance with the following provisionsbilled as follows: (1i) The party desiring such arbitration Each month, Lessor shall give written notice invoice Lessee for Lessee’s Share of the actual amount incurred with respect to that effect the Pass Through Costs which are then-known to Lessor and/or for costs, expenses, fees and charges for which Lessor has estimated any Estimated Pass Through Costs for the immediately prior month (and for all previous months in which costs, expenses, fees and charges were incurred and for which actual amounts (including revisions or corrections of previous estimates) have since been determined by Lessor). In addition to providing the above monthly invoices, Lessor shall make itself or an authorized representative of Lessor reasonably available to answer questions by Lessee and to provide reasonable backup documentation upon Lessee’s reasonable request concerning individual items of Pass Through Costs or Lessee’s Share thereof as shown on Lessor’s monthly invoices. (ii) Pursuant to the applicable Exhibits, Pass Through Cost estimates on a rolling three year basis, as well as expected capital and major expense work will be delivered to the other party, specifying in such notice Party by the name, address and professional qualifications of the person designated to act applicable Most Dependent User as appraiser on its behalf. Within ten (10) days after service of such notice, the other party shall give written notice to the party desiring such arbitration, specifying the name, address and professional qualifications of the person designated to act as appraiser on its behalf. The two (2) appraisers shall, within ten (10) days after selection of the second appraiser, select a third appraiser. All appraisers appointed hereunder shall be MAI members of the Appraisal Institute with not less than five (5) years of experience in the appraisal of improved industrial real estate in the great Cleveland, Ohio metropolitan area, and be devoting substantially all of their time to professional appraisal work at the time of appointment, and be in all respects impartial and disinterested. The market rate Fixed Rent determined applicable by each June 1st, during the Lease Term. With respect to such estimates, Lessor shall make itself or an authorized representative of the first two selected appraisers (each a “Proposed Rent Determination,” and collectively, the :Proposed Rent Determinations”) shall be submitted to the third selected appraiser within Lessor reasonably available for a period of thirty (30) days after the appointment delivery to answer questions by Lessee and to provide reasonable backup documentation upon Lessee’s/Lessor reasonable request concerning individual items of such third appraiserPass Through Costs and Lessee’s Share thereof. Within thirty (30) days after its receipt days, (subject to Lessee’s audit rights in Section 4.1(d) below), following delivery by Lessor to Lessee (or vice versa depending on the applicable “Most Dependent User”) for any calendar year, either Party shall inform the other if such Party believes an adjustment is necessary. The Parties shall make any agreed adjustment (“Agreed Adjustment”), by (A) Lessee promptly paying to Lessor the amount of any deficiency in Lessee’s Share of Pass Through Costs for such calendar year, or (B) Lessor applying any excess amount of Pass Through Costs paid by Lessee for such calendar year against Lessee’s Share of Pass Through Costs next becoming due; provided, however, if the Term will expire before any such credit can be fully utilized, or if the Term has already expired, Lessor shall first deduct from any such excess any other amounts owed by Lessee to Lessor under this Land Lease (including all Losses by reason of any default or Event of Default by Lessee under this Land Lease and all reasonable reserves for any unperformed or contingent obligations of Lessee, including without limitation all Post-Lease Termination Environmental Costs, and Lessor shall then promptly reimburse Lessee for any such remaining excess amount; provided, further, however, that any Agreed Adjustment shall not be further subject to Lessee’s audit rights in Section 4.1(d) below. Lessee’s rights in Section 4.2(b) shall survive the expiration or other termination of this Land Lease, and if the Term shall expire or shall otherwise terminate on a day other than the last day of a calendar year, Lessee’s Share of the Proposed Rent Determinations, such third appraiser shall select one Proposed Rent Determination as the Fixed Rent for the applicable Extension Term, which determination actual Pass Through Costs shall be final, binding and conclusive upon all partiesprorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. (d) Within thirty (30) days following Lessee’s receipt of an Annual Summary Statement for any calendar year during the Term, Lessee may give notice to Lessor that it wishes to exercise its audit rights, so that Lessee’s Auditor (as defined below), at Lessee’s sole cost and expense, may audit such books and records of Lessor relating to the Pass Through Costs paid by Lessee with respect to such applicable calendar year (other than any Agreed Adjustment) as set forth below. Any such audit will be conducted during normal business hours, upon not less than twenty (20) days’ prior written notice to Lessor, and Lessor shall have the right to have its personnel or representatives present at all times during such audit. If Lessee fails to object to the calculation of Pass Through Costs on an Annual Summary Statement by providing such notice to Lessor within such 30-day period, then Lessee shall have irrevocably waived its right to object to the calculation or payment of any Pass Through Costs and Lessee’s Share thereof for the calendar year in question and the calculation of Pass Through Costs and Lessee’s Share thereof set forth on such Annual Summary Statement shall be final and binding on Lessee for any and all purposes. Subject to the foregoing and upon the execution of a customary confidentiality agreement with Lessor by Lessee and any Auditor, Lessor will (i) give an Independent Accountant retained by Lessee at its sole cost and expense (“Auditor”) reasonable access to the books and records of Lessor and its Affiliates at its offices to the extent relating to the computation of Pass Through Costs and Lessee’s Share thereof in the Annual Summary Statement for such calendar year, (ii) furnish to the Auditor such financial information and data to the extent relating to the calculation of such amounts as the Auditor may reasonably request and (iii) subject to the provisions of Section 4.1(c), instruct the appropriate officers and employees of Lessor and its Affiliates to reasonably cooperate with the Auditor in connection with its investigation of any such amounts. Any such audit of the books and records of Lessor or its Affiliates pursuant to this Section 4.1 shall be performed only by such Auditor (and not by Lessee). The Auditor shall not be engaged on a contingency basis. For the avoidance of doubt, Lessor and Lessee agree that if such audit reveals that an error was made in Pass Through Costs previously paid by Lessee, then Lessor shall refund to or reimburse by credit to Lessee any overpayment thereof, or Lessee shall pay to Lessor any underpayment of Pass Through Costs, as the case may be, in the same manner as provided in Section 4.1(b). (e) Lessee agrees that any permitted audit undertaken by Lessee pursuant to this Section 4.1 shall be conducted in such a manner as not to interfere with the business operations of Lessor and its Affiliates. Lessee and its representatives shall not communicate with any employees of Lessor and its Affiliates, without the prior written consent (including via email) of an authorized employee of Lessor (not to be unreasonably withheld); provided, however, that subject to Applicable Laws or Other Requirements, Lessor and Lessee shall establish reasonable protocols for communications with Lessor’s employees to facilitate the provision of the audit rights of Lessee set forth in this Section 4.1. Notwithstanding anything to the contrary in this Land Lease, neither Lessor and its Affiliates, nor any of their officers, directors or employees, shall be required to discuss, provide access to or disclose (1) personnel records relating to individual performance or evaluation records or medical histories (other than occupational histories), (2) Each party shall pay information where, upon the fees and expenses reasonable advice of counsel, such access or disclosure would jeopardize the appraiser appointed by or on behalf attorney-client privilege of such party or contravene any Applicable Laws or Other Requirements or obligation of confidentiality to a third party, (3) proprietary information of Lessor or its affiliates, (4) information of a classified, secret or other protected and the fees restricted nature, or (5) material non-public information. Lessor and expenses Lessee shall endeavor in good faith to make appropriate substitute disclosure arrangements, if practicable and without cost or liability to Lessor, in a manner that does not give rise to any of the third appraiser shall be borne equally by both partiescircumstances referred to in the preceding sentence.

Fixed Rent. Each Extension (a) Subject to the increases stipulated in Paragraph 4(b) below, during the term of this Sublease, Subtenant shall pay Sublandlord fixed rent (“Fixed Rent”) for the Subleased Premises in the amount of Five Hundred Ninety Eight Thousand Eight Hundred Ninety Five and 00/100 Dollars ($598,895.00) per annum, payable in advance in equal monthly installments of Forty Nine Thousand Nine Hundred Seven and 92/100 Dollars ($49,907.92) on or before the first day of each month. (b) Notwithstanding anything to the contrary in the foregoing, Subtenant shall pay the first monthly installment of Fixed Rent upon the signing of this Sublease by Subtenant. (c) The Fixed Rent for any portion of a calendar month falling within the Term shall be upon prorated. (d) Fixed Rent and all other amounts payable by Subtenant to Sublandlord under this Sublease (such other amounts are herein called “Additional Rent”) shall be paid promptly when due, without notice or demand therefor, without deduction, abatement, counterclaim, or setoff of any kind for any reason whatsoever. (e) Fixed Rent and Additional Rent shall be paid in U.S. Dollars and by wire transfer or ACH to such account of Sublandlord as Sublandlord may from time to time designate by notice to Subtenant. (f) Notwithstanding the same termsforegoing, covenants and conditions as provided that Subtenant is not then in the Leasedefault under this Sublease, except that: (A) Tenant may not again exercise the Extension Option during the second Extension Term so as to further extend the Term beyond the expiration of the second Extension Term; and (B) the Fixed Rent payable for each Extension Term (the “Market Extension Rent”) shall be at the then current “market rate” annual Fixed Rent rate for new leases for similar space in the Building as in effect six (6) months prior to commencement of the applicable Extension Term, determined in accordance with this Section 5(b)(ii); provided, however, the Fixed Rent rate for each Extension Term shall in no event be less than the Fixed Rent rate for each previous Term or Extension Term (as the case may be). (A) Market rate Fixed Rent shall mean the Fixed Rent rate for which the Premises would be expected to be leased for a five (5) year term commencing on the first day of the applicable Extension Term, with annual increases, in an arm’s-length transaction between a willing lessor and lessee in the greater Cleveland, Ohio metropolitan area industrial space market existing at the time such rate is established. (B) If Tenant properly exercises the applicable Extension Option, Landlord and Tenant shall attempt to agree as to the market rate Fixed Rent at least five (5) months prior after the Commencement Date shall be abated at no cost or expense to the commencement of the applicable Extension TermSubtenant. If Landlord Subtenant during such five (5) month abatement period defaults (after a failure to cure following any applicable notice and Tenant do not agree as to cure period) under this Sublease, the market rate Fixed Rent by such date, then market rate Fixed Rent rent abatement for the applicable Extension Term balance of such period shall be determined by binding “baseball” arbitrationforfeited, in accordance with the following provisions: and Subtenant shall pay to Sublandlord, within five (1) The party desiring such arbitration shall give written notice to that effect to the other party, specifying in such notice the name, address and professional qualifications of the person designated to act as appraiser on its behalf. Within ten (105) days after service of such noticedemand, the other party shall give written notice to the party desiring such arbitration, specifying the name, address and professional qualifications of the person designated to act as appraiser on its behalf. The two (2) appraisers shall, within ten (10) days after selection of the second appraiser, select a third appraiser. All appraisers appointed hereunder shall be MAI members of the Appraisal Institute with not less than five (5) years of experience in the appraisal of improved industrial real estate in the great Cleveland, Ohio metropolitan area, and be devoting substantially all of their time to professional appraisal work at the time of appointment, and be in all respects impartial and disinterested. The market rate Fixed Rent determined by each of the first two selected appraisers (each a “Proposed Rent Determination,” and collectively, the :Proposed Rent Determinations”) shall be submitted to the third selected appraiser within a period of thirty (30) days after the appointment of such third appraiser. Within thirty (30) days after its receipt of the Proposed Rent Determinations, such third appraiser shall select one Proposed Rent Determination as the Fixed Rent which would have been payable for the applicable Extension Term, which determination shall be final, binding and conclusive upon all parties. (2) Each party shall pay the fees and expenses prior portion of the appraiser appointed by or on behalf of such party and abatement period but for the fees and expenses of the third appraiser shall be borne equally by both partiesabatement.

Fixed Rent. Each Extension Term ▇▇▇▇▇▇ agrees to pay to Landlord, or as directed by Landlord at such place as Landlord shall be upon all from time to time designate by notice, (1) commencing as of the same termsNew 21st Floor Commencement Date with respect to the New 21st Floor Premises, covenants for the New 21st Floor Premises, and conditions (2) commencing as provided in the Lease, except that: (A) Tenant may not again exercise the Extension Option during the second Extension Term so as to further extend the Term beyond the expiration of the second Extension Term; and (B) Commencement Date for the Fixed Rent payable for each Extension Term (the “Market Extension Rent”) shall be at the then current “market rate” annual Fixed Rent rate for new leases for similar space in the Building as in effect six (6) months prior to commencement -24- balance of the applicable Extension TermPremises, determined and thereafter monthly, in accordance with this Section 5(b)(ii); providedadvance, however, the Fixed Rent rate for each Extension Term shall in no event be less than the Fixed Rent rate for each previous Term or Extension Term (as the case may be). (A) Market rate Fixed Rent shall mean the Fixed Rent rate for which the Premises would be expected to be leased for a five (5) year term commencing on the first day of each and every calendar month during the Original Lease Term, a sum equal to one-twelfth (1/12) of the Annual Fixed Rent specified in Section 1.2 hereof and (2) on the first day of each and every calendar month during each Extended Term (if exercised), a sum equal to one-twelfth of the Annual Fixed Rent as determined in Section 3.2 for the applicable Extension Extended Term. Until notice of some other designation is given, with annual increasesAnnual Fixed Rent and all other charges for which provision is herein made shall be paid by remittance to or to the order of BOSTON PROPERTIES LIMITED PARTNERSHIP, in an arm’sAgents at P.O. Box 3557, Boston, Massachusetts 02241-length transaction between 3557, and all remittances received by BOSTON PROPERTIES LIMITED PARTNERSHIP, as Agents as aforesaid, or by any subsequently designated recipient, shall be treated as a willing lessor and lessee in the greater Cleveland, Ohio metropolitan area industrial space market existing payment to Landlord. Annual Fixed Rent for any partial month shall be paid by Tenant to Landlord at the time such rate is established. (B) If Tenant properly exercises on a pro rata basis, and, if the applicable Extension OptionCommencement Date in respect of the New 21st Floor Premises shall be other than the first day of a calendar month, Landlord and the first payment of Annual Fixed Rent which Tenant shall attempt make to agree as Landlord with respect to the market rate Fixed Rent at least five (5) months prior New 21st Floor Premises shall be a payment equal to the commencement a proportionate part of the applicable Extension Term. If Landlord and Tenant do not agree as to the market rate Fixed Rent by such date, then market rate monthly Annual Fixed Rent for the applicable Extension Term partial month from the Commencement Date in respect of the New 21st Floor Premises to the first day of the succeeding calendar month. Additional Rent payable by Tenant on a monthly basis, as elsewhere provided in this Lease, likewise shall be prorated, and the first payment on account thereof shall be determined in similar fashion and shall commence on the applicable Commencement Date and other provisions of this Lease calling for monthly payments shall be read as incorporating this undertaking by binding “baseball” arbitration, in accordance with the following provisions: (1) The party desiring such arbitration shall give written notice to that effect to the other party, specifying in such notice the name, address and professional qualifications of the person designated to act as appraiser on its behalf. Within ten (10) days after service of such notice, the other party shall give written notice to the party desiring such arbitration, specifying the name, address and professional qualifications of the person designated to act as appraiser on its behalfTenant. The two (2) appraisers shall, within ten (10) days after selection of the second appraiser, select a third appraiser. All appraisers appointed hereunder Annual Fixed Rent and all other charges for which provision is made in this Lease shall be MAI members of the Appraisal Institute with not less than five (5) years of experience in the appraisal of improved industrial real estate in the great Clevelandpaid by Tenant to Landlord without setoff, Ohio metropolitan areadeduction or abatement, and be devoting substantially all of their time to professional appraisal work at the time of appointment, and be in all respects impartial and disinterested. The market rate Fixed Rent determined by each of the first two selected appraisers (each a “Proposed Rent Determination,” and collectively, the :Proposed Rent Determinations”) shall be submitted to the third selected appraiser within a period of thirty (30) days after the appointment of such third appraiser. Within thirty (30) days after its receipt of the Proposed Rent Determinations, such third appraiser shall select one Proposed Rent Determination except as the Fixed Rent for the applicable Extension Term, which determination shall be final, binding and conclusive upon all partiesotherwise expressly hereinafter set forth. (2) Each party shall pay the fees and expenses of the appraiser appointed by or on behalf of such party and the fees and expenses of the third appraiser shall be borne equally by both parties.

Fixed Rent. Each Extension Prior to the New Term Commencement Date, Tenant shall be upon all continue to pay to Landlord monthly installments of Fixed Rent for the Premises in accordance with the terms of the same terms, covenants and conditions as provided Lease. Notwithstanding any provision to the contrary contained in the Lease, except that: (A) commencing on the New Term Commencement Date and continuing throughout the New Term, Tenant may not again exercise the Extension Option during the second Extension Term so as shall pay to further extend the Term beyond the expiration Landlord monthly installments of the second Extension Term; and (B) the Fixed Rent payable for each Extension Term (the “Market Extension Rent”) shall be at the then current “market rate” annual Fixed Rent rate for new leases for similar space Premises in the Building as in effect six (6) months prior to commencement of the applicable Extension Term, determined following amounts but otherwise in accordance with this Section 5(b)(iithe terms of the Lease: *The calculations of the Monthly Fixed Rent per Rentable Square Foot of the Premises set forth above are approximate calculations based on a three and one-half percent (3.5%) increase per annum, rounded to the nearest one-hundredth. These approximations are provided for convenience only and the Monthly Installment of Fixed Rent and Annual Fixed Rent amounts set forth above shall control. Notwithstanding the foregoing, Tenant shall be entitled to a full abatement of Fixed Rent otherwise due with respect to the Premises during the initial five (5) months of the New Term (i.e., November 1, 2021 through March 31, 2022) (the "Fixed Rent Abatement Period"); provided, however, that in no event shall the total amount of Fixed Rent abated pursuant to this paragraph exceed the aggregate of $203,560.00. Landlord and Tenant acknowledge that Tenant's right (the "Fixed Rent Abatement Right") to receive Fixed Rent abatement, as set forth above, during the Fixed Rent rate Abatement Period has been granted to Tenant as additional consideration for each Extension Term Tenant's agreement to enter into this Fifth Amendment and comply with the terms and conditions otherwise required under the Lease, as amended. If Tenant shall be in no event be less default under the Lease, as amended, and shall fail to cure such default within the time, if any, provided for cure pursuant to the Lease, as amended, or if the Lease, as amended, is terminated for any reason other than in connection with a Landlord default, casualty or condemnation, then, in addition to any other remedies Landlord may have under the Lease, as amended, Landlord, at its option, may elect, any or all of the following remedies: (i) Tenant shall immediately become obligated to pay to Landlord the amount of all Fixed Rent previously abated hereunder during any portion of the Fixed Rent rate for each previous Term or Extension Term Abatement Period, together with interest on such amounts at the "Interest Rate" (as that term is defined in Article 1 of the case may be). (AOriginal Lease) Market rate from the date such Fixed Rent shall mean would have otherwise been due but for the Fixed Rent rate for which abatement provided herein; or (ii) the Premises would be expected to be leased for a five (5) year term commencing on the first day entire unexpired portion of the applicable Extension Fixed Rent Abatement Period as of such default or termination shall be moved to the end of the New Term, with annual increases, in an arm’s-length transaction between a willing lessor and lessee in the greater Cleveland, Ohio metropolitan area industrial space market existing at the time such rate is established. (B) If Tenant properly exercises the applicable Extension Option, Landlord and Tenant shall attempt immediately be obligated to agree as to the market rate pay Fixed Rent at least five (5) months prior to the commencement full amounts of the applicable Extension Term. If Landlord and Tenant do not agree as to the market rate Fixed Rent by such date, then market rate Fixed Rent for the applicable Extension Term shall be determined by binding “baseball” arbitration, monthly installments therefor set forth in accordance with the following provisions: (1) The party desiring such arbitration shall give written notice to that effect to the other party, specifying in such notice the name, address and professional qualifications of the person designated to act as appraiser on its behalf. Within ten (10) days after service of such notice, the other party shall give written notice to the party desiring such arbitration, specifying the name, address and professional qualifications of the person designated to act as appraiser on its behalf. The two (2) appraisers shall, within ten (10) days after selection of the second appraiser, select a third appraiser. All appraisers appointed hereunder shall be MAI members of the Appraisal Institute with not less than five (5) years of experience in the appraisal of improved industrial real estate in the great Cleveland, Ohio metropolitan area, and be devoting substantially all of their time to professional appraisal work at the time of appointment, and be in all respects impartial and disinterested. The market rate Fixed Rent determined by each of the first two selected appraisers (each a “Proposed Rent Determination,” and collectively, the :Proposed Rent Determinations”) shall be submitted to the third selected appraiser within a period of thirty (30) days after the appointment of such third appraiser. Within thirty (30) days after its receipt of the Proposed Rent Determinations, such third appraiser shall select one Proposed Rent Determination as the Fixed Rent for the applicable Extension Term, which determination schedule in this Section 3 above. The Fixed Rent Abatement Right set forth in this Section 3 shall be finalpersonal to the originally named Tenant under this Fifth Amendment (the "Original Tenant") and any Related Entity to whom the Lease, binding as amended, is assigned to, and conclusive upon all parties. (2) Each party shall pay not inure to the fees and expenses benefit of any other assignee, or any sublessee or other transferee of the appraiser appointed by or on behalf of such party and Original Tenant's interest in the fees and expenses of the third appraiser shall be borne equally by both partiesLease, as amended.

Fixed Rent. Each Extension Term shall be upon all of the same terms, covenants and conditions as provided in the Lease, except that: (A) Tenant may not again exercise the Extension Option during the second Extension Term so as to further extend the Term beyond the expiration of the second Extension Term; and (B) the Fixed Rent payable for each Extension Term (the “Market Extension Rent”) shall be at the then current “market rate” annual Fixed Rent rate for new leases for similar space in the Building as in effect six (6) months prior to commencement of the applicable Extension Term, determined in accordance with this Section 5(b)(ii); provided, however, the Fixed Rent rate for each Extension Term shall in no event be less than the Fixed Rent rate for each previous Term or Extension Term (as the case may be). (A) Market rate Fixed Rent shall mean the Fixed Rent rate for which the Premises would be expected to be leased for a five (5) year term commencing on the first day of the applicable Extension Term, with annual increases, in an arm’s-length transaction between a willing lessor and lessee in the greater Cleveland, Ohio metropolitan area industrial space market existing at the time such rate is established. (B) If Tenant properly exercises the applicable Extension Option, Landlord and Tenant shall attempt not be permitted to agree as to the market rate Fixed Rent at least five (5) months prior to the commencement of the applicable Extension Term. If Landlord assume and Tenant do not agree as to the market rate Fixed Rent by such date, then market rate Fixed Rent for the applicable Extension Term shall be determined by binding “baseball” arbitration, assign this Lease in accordance connection with any bankruptcy or insolvency proceedings without full and complete compliance with the following provisions: : (1a) The Landlord is provided with the following information regarding the party desiring to assume the Lease ("Assumptor") which Landlord in its sole and absolute discretion deems sufficient (a) organizational information regarding the Assumptor (2) audited financial statements for the three (3) most recent fiscal years, and (3) such arbitration shall give written notice to other information as Landlord deems appropriate, (b) Landlord determines that effect to the other party, specifying in such notice the name, address and professional qualifications use of the person designated to act as appraiser on its behalf. Within Demised Premises by the intended Assignee is compatible with the character of the Building, (c) all existing defaults under this Lease are cured at least ten (10) days after service prior to any hearings in connection with Tenant's request to assume and assign the Lease, (d) the Assumptor at any such hearing provides adequate assurance of such notice, the other party shall give written notice to the party desiring such arbitration, specifying the name, address and professional qualifications its future performance of the person designated Lease as determined by Landlord in its sole and absolute discretion, which adequately assurance shall include at least the following: (1) posting of security deposit equal to act as appraiser on its behalf. The two six (6) Monthly Installments of Fixed Rent, if such was not already posted by Tenant, (2) appraisers shallpaying in advance to Landlord the next six (6) Monthly Installments of Fixed Rent, within ten or posting an irrevocable letter of credit for such amount, (103) days after selection establishing with Landlord an escrow in advance for the full cost of all real estate taxes, and insurance, as required under the Lease for the next twelve (12) months of the second appraiserLease and thereafter on an annual basis in advance, select a third appraiser. All appraisers appointed hereunder shall be MAI members and (4) providing Landlord with an unconditional continuing guarantee of the Appraisal Institute with not less than five Lease executed by the owners or officers of the Assumptor as determined by Landlord in its sole and absolute discretion, and (5) years of experience in the appraisal of improved industrial real estate in Assumptor executes a written agreement assuming the great Cleveland, Ohio metropolitan area, Lease and be devoting substantially all of their time to professional appraisal work at the time of appointment, and be in all respects impartial and disinterested. The market rate Fixed Rent determined by each of the first two selected appraisers (each a “Proposed Rent Determination,” and collectively, the :Proposed Rent Determinations”) shall be submitted to the third selected appraiser within a period of thirty (30) days after the appointment of such third appraiser. Within thirty (30) days after its receipt of the Proposed Rent Determinations, such third appraiser shall select one Proposed Rent Determination Lease amendments as the Fixed Rent for the applicable Extension Termare necessary, which determination shall be final, binding agreements and conclusive upon all partiesamendments are satisfactory to Landlord in its sole and absolute discretion. (2) Each party shall pay the fees and expenses of the appraiser appointed by or on behalf of such party and the fees and expenses of the third appraiser shall be borne equally by both parties.

Fixed Rent. Each Extension Term shall be upon all of the same terms, covenants and conditions as provided in the Lease, except that: (Aa) Tenant agrees without demand and without any deduction or setoff to pay to Landlord at Landlord's office, or such other place as Landlord may not again exercise from time to time designate, as a fixed rent for the Extension Option during Premises ("Fixed Rent") commencing March 1, 1998 and thereafter throughout the second Extension Term so as to further extend the Term beyond the expiration of the second Extension Term; and (B) the Fixed Rent payable for each Extension Term (the “Market Extension Rent”) shall be at the then current “market rate” annual Fixed Rent rate for new leases for similar space in the Building as in effect six (6) months prior to commencement of the applicable Extension Initial Term, determined in accordance with this Section 5(b)(ii); provided, however, the Fixed Rent rate for each Extension Term shall in no event be less than the Fixed Rent rate for each previous Term or Extension Term sum of five thousand (as the case may be). (A$5,000) Market rate per calendar month. Each installment of Fixed Rent shall mean the Fixed Rent rate for which the Premises would be expected to be leased for a five (5) year term commencing due and payable in advance on the first day of the applicable Extension Termcalendar month for which Fixed Rent is being paid. REAL ESTATE TAXES ----------------- (a) During the term of this Lease, with annual increasesLandlord shall pay any and all real estate taxes attributable to the Premises, the Building and the Building Site. COMMON AREAS ------------ (a) Landlord hereby grants to Tenant and Tenant's employees, agents, customers and invitees the right, during the term hereof, to use, in an arm’s-length transaction between a willing lessor common with Landlord and lessee other tenants, employees and invitees entitled to the use thereof, the appropriate Common Areas within the limits of the Building Site. Landlord shall operate, manage, and maintain in good condition and repair during the greater Cleveland, Ohio metropolitan area industrial space market existing term of this Lease all Common Areas within the Building and expenditures made therefor shall be at the sole discretion of the Landlord, and the use of such areas and facilities shall be subject to such reasonable regulations as Landlord shall make from time such rate to time. CONDITION OF PREMISES --------------------- (a) On the Date of Delivery of Possession, Tenant shall accept the Premises in their present, as is establishedcondition. Tenant has thoroughly inspected the Premises and is satisfied that the Premises are suitable for Tenant's intended use. (Ba) If The Premises shall be occupied and used by Tenant properly exercises for the applicable Extension Optionoperation of its business and for any other purpose reasonably incidental thereto, Landlord and subject to the provisions of the following Sub-Section. (b) Tenant shall attempt to agree as to use and occupy the market rate Fixed Rent at least five (5) months prior to the commencement of the applicable Extension Term. If Landlord and Tenant do not agree as to the market rate Fixed Rent by such date, then market rate Fixed Rent for the applicable Extension Term shall be determined by binding “baseball” arbitration, Premises in accordance with all governmental laws, ordinances, rules and regulations. Tenant shall not use, or allow the following provisions: (1) The party desiring such arbitration Premises to be used, for any purpose other than as specified herein and shall give written notice not use or permit the Premises to be used for any unlawful, disreputable or immoral purpose or in any way that effect to will injure the other party, specifying in such notice the name, address and professional qualifications reputation of the person designated Building, or permit the Premises to act be occupied in whole or in part by any other person, except as appraiser on its behalfotherwise provided herein. Within ten (10) days after service of such notice, the other party shall give written notice to the party desiring such arbitration, specifying the name, address and professional qualifications of the person designated to act as appraiser on its behalf. The two (2) appraisers shall, within ten (10) days after selection of the second appraiser, select a third appraiser. All appraisers appointed hereunder shall be MAI members of the Appraisal Institute with not less than five (5) years of experience in the appraisal of improved industrial real estate in the great Cleveland, Ohio metropolitan area, and be devoting substantially all of their time to professional appraisal work at the time of appointment, and be in all respects impartial and disinterested. The market rate Fixed Rent determined by each of the first two selected appraisers (each a “Proposed Rent Determination,” and collectively, the :Proposed Rent Determinations”) shall be submitted to the third selected appraiser within a period of thirty (30) days after the appointment of such third appraiser. Within thirty (30) days after its receipt of the Proposed Rent Determinations, such third appraiser shall select one Proposed Rent Determination as the Fixed Rent for the applicable Extension Term, which determination shall be final, binding and conclusive upon all parties. (2) Each party shall pay the fees and expenses of the appraiser appointed by or on behalf of such party and the fees and expenses of the third appraiser shall be borne equally by both parties.UTILITIES ---------

Fixed Rent. Each Extension Term Pursuant to the Third Amendment to Amended and Restated Lease Agreement (the "Third Amendment"), Section 5(a)(vi) of the Lease was amended to temporarily reduce the monthly Fixed Rent to the Temporaty Fixed Rent for the Payment Plan Period (July 1, 2017 through and including January 1, 2018, as more particularly set forth in the Third Amendment. Section 5(a)(vi) of the Lease is hereby further amended by adding the following to the end of Section 5(a)(vi): "Notwithstanding Sections 5(a)(ii), (iii) and (iv) above, the monthly Fixed Rent due and payable for the period beginning March 1, 2018 through and including August 1, 2018 (the "Supplemental Payment Plan Period") shall be upon all also be reduced to $791,000 (the "Supplemental Temporary Fixed Rent"). Upon commencement of the same termsSupplemental Payment Plan Period, covenants and conditions as provided in the Lease, except that: (A) Tenant may not again exercise the Extension Option during the second Extension Term so as to further extend the Term beyond the expiration of the second Extension Term; and (B) difference between the Fixed Rent due and payable for each Extension Term (as set forth in Section 5(a)(ii) of the “Market Extension Rent”) shall be at Lease and the then current “market rate” annual Supplemental Temporary Fixed Rent rate for new leases for similar space in the Building due and payable as in effect six (6) months prior set forth herein, such amount hereinafter referred to commencement of the applicable Extension Term, determined in accordance with this Section 5(b)(ii); provided, however, the Fixed Rent rate for each Extension Term shall in no event be less than the Fixed Rent rate for each previous Term or Extension Term (as the case may be). "Supplemental Payment Plan Rent", shall accrue interest at a rate of eight percent (A8%) Market rate Fixed Rent shall mean the Fixed Rent rate for which the Premises would be expected to be leased for a five (5) year term commencing per annum, and continuing thereafter until repaid in full. Commencing on September 1, 2018, and continuing on the first day of each calendar month thereafter, through and including August 1, 2021 (the applicable Extension Termpayment date for the rental payment for the month ending August 31, with annual increases2021), in an arm’s-length transaction between a willing lessor and lessee in the greater Cleveland, Ohio metropolitan area industrial space market existing at the time such rate is established. (B) If Tenant properly exercises the applicable Extension Option, Landlord and Tenant shall attempt to agree as to the market rate Fixed Rent at least five (5) months prior to the commencement aggregate of the applicable Extension Term. If Landlord and Tenant do not agree as to Payment Plan Rent plus the market rate Fixed Supplemental Payment Plan Rent by such date, then market rate Fixed Rent for the applicable Extension Term shall be determined by binding “baseball” arbitration, in accordance with the following provisions: (1) The party desiring such arbitration shall give written notice to that effect to the other party, specifying in such notice the name, address and professional qualifications of the person designated to act as appraiser on its behalf. Within ten (10) days after service of such notice, the other party shall give written notice to the party desiring such arbitration, specifying the name, address and professional qualifications of the person designated to act as appraiser on its behalf. The two (2) appraisers shall, within ten (10) days after selection of the second appraiser, select a third appraiser. All appraisers appointed hereunder shall be MAI members of the Appraisal Institute with not less than five (5) years of experience in the appraisal of improved industrial real estate in the great Cleveland, Ohio metropolitan area, and be devoting substantially all of their time to professional appraisal work at the time of appointment, and be in all respects impartial and disinterested. The market rate Fixed Rent determined by each of the first two selected appraisers (each a “Proposed Rent Determination,” and collectively, the :Proposed Rent Determinations”"Combined Payment Plan Rent") shall be submitted paid by Tenant to Landlord in equal monthly installments, together with all accrued, unpaid interest thereon, which installments shall be in an amount sufficient to fully repay the Combined Payment Plan Rent on or before to August 1, 2021." Notwithstanding anything herein to the third selected appraiser within a period contrary, upon the occurrence of thirty (30any Event of Default, the amount of all outstanding Combined Payment Plan Rent shall bear interest at the interest rate set forth in Section 5(d) days after the appointment of such third appraiser. Within thirty (30) days after its receipt of the Proposed Rent Determinations, such third appraiser shall select one Proposed Rent Determination as the Fixed Rent for the applicable Extension Termto late payments, which determination Event of Default shall be finaldeemed to have accrued beginning on July 1, binding and conclusive upon all parties2017. (2) Each party shall pay the fees and expenses of the appraiser appointed by or on behalf of such party and the fees and expenses of the third appraiser shall be borne equally by both parties.

Fixed Rent. Each (a) (i) Effective from and after the Additional Premises Adjustment Date and continuing until the Extension Term Period Expiration Date, the rental rates per annum payable with respect to the Additional Premises only (the “Additional Premises Fixed Rent”) shall be upon all as set forth on Schedule A attached hereto and made a part hereof. (ii) Upon the execution and delivery of this Amendment, Tenant shall pay Owner the amount of $43,956.88 as payment for the first month’s Additional Premises Fixed Rent as set forth in Schedule A in respect of the same first monthly installment of Additional Premises Fixed Rent due under this Amendment after the expiration of the Additional Premises Abatement Period, if and as applicable (the “Initial Additional Premises Rent Payment”). If the Additional Premises Adjustment Date is other than the first day of a month, the Initial Additional Premises Rent Payment shall be appropriately prorated and applied to the first month’s Additional Premises Fixed Rent which is due following the Additional Premises Abatement Period, and any balance shall be applied to the Additional Premises Fixed Rent due for the next succeeding month. (iii) Notwithstanding the provisions of Section 4(a)(i) above, provided that Tenant shall not then be in default in the payment of Fixed Rent and Additional Charges and Tenant shall not be in default under any of the terms, covenants and conditions as provided contained in the Lease, except that: (A) Tenant may not again exercise the Extension Option during the second Extension Term so as to further extend the Term Lease beyond the expiration of any applicable notice and/or cure period (or, if Tenant shall so be in default, then upon the second cure of all such defaults), Tenant shall be entitled to an abatement of the Additional Premises Fixed Rent and the Tax Payment for the Additional Premises for the period (the “Additional Premises Abatement Period”) commencing on the Additional Premises Adjustment Date and ending on the seven (7) month anniversary of the Additional Premises Adjustment Date, except that during the Additional Premises Abatement Period, Tenant shall not be relieved of its obligation to pay the electric inclusion component of Additional Premises Fixed Rent payable during the Additional Premises Abatement Period, plus all Additional Charges (other than the Tax Payment) with respect to the Additional Premises) payable during the Additional Premises Abatement Period. Such abatement shall be applied to the first Additional Premises Fixed Rent due after the Additional Premises Adjustment Date. Except as specifically set forth in this Section 4(a)(iii) or in the Existing Lease, Tenant shall not be entitled to any other abatements or free rent with respect to the Additional Premises and/or the Extension Term; and Period. Owner shall promptly advise Tenant in writing of any specific default upon which Owner is relying in withholding the rent abatement to which Tenant would otherwise be entitled during the Additional Premises Abatement Period. Notwithstanding anything to the contrary contained in this Amendment, the Additional Space Abatement Period shall be extended by one (B1) day for each day of Owner’s Delay (as defined in Section 10(i) below). (i) Effective until the Current Expiration Date, the Fixed Rent for the Existing Premises shall be as set forth in the Existing Lease and, except as otherwise expressly set forth in this Amendment, shall not be amended or modified hereby. (ii) Effective from and after the Extension Period Commencement Date and continuing until the Extension Period Expiration Date, the rental rates per annum payable for each Extension Term with respect to the Existing Premises only (the “Market Extension Existing Premises Fixed Rent”) shall be at the then current “market rate” annual Fixed Rent rate for new leases for similar space in the Building as in effect six (6) months prior to commencement of the applicable Extension Term, determined in accordance with this Section 5(b)(ii); provided, however, the Fixed Rent rate for each Extension Term shall in no event be less than the Fixed Rent rate for each previous Term or Extension Term (as the case may be)set forth on Schedule A-1 attached hereto and made a part hereof. (Aiii) Market rate Effective from and after the Additional Premises Adjustment Date and continuing through the Extension Period Expiration Date, references in the Lease to “Fixed Rent” shall be to the sum of the Existing Premises Fixed Rent shall mean plus the Additional Premises Fixed Rent rate Rent. (iv) Notwithstanding the foregoing, for which the Premises would be expected to be leased for a five (5) year term period commencing on the first day date that Tenant actually vacates the Existing Premises pursuant to Section 8(d)(iii) below and ending on the later to occur of (i) the Additional Premises Adjustment Date and (ii) the seven (7) month anniversary of the applicable Extension TermExisting Premises Required Vacate Date (as hereinafter defined), all Rent payable with annual increases, in an arm’s-length transaction between a willing lessor and lessee in the greater Cleveland, Ohio metropolitan area industrial space market existing at the time such rate is established. (B) If Tenant properly exercises the applicable Extension Option, Landlord and Tenant shall attempt to agree as respect to the market rate Fixed Rent at least five (5) months prior to the commencement of the applicable Extension Term. If Landlord and Tenant do not agree as to the market rate Fixed Rent by such date, then market rate Fixed Rent for the applicable Extension Term Existing Premises shall be determined by binding “baseball” arbitration, in accordance with the following provisions: (1) The party desiring such arbitration shall give written notice to that effect to the other party, specifying in such notice the name, address and professional qualifications of the person designated to act as appraiser on its behalf. Within ten (10) days after service of such notice, the other party shall give written notice to the party desiring such arbitration, specifying the name, address and professional qualifications of the person designated to act as appraiser on its behalf. The two (2) appraisers shall, within ten (10) days after selection of the second appraiser, select a third appraiser. All appraisers appointed hereunder shall be MAI members of the Appraisal Institute with not less than five (5) years of experience in the appraisal of improved industrial real estate in the great Cleveland, Ohio metropolitan area, and be devoting substantially all of their time to professional appraisal work at the time of appointment, and be in all respects impartial and disinterested. The market rate Fixed Rent determined by each of the first two selected appraisers (each a “Proposed Rent Determination,” and collectively, the :Proposed Rent Determinations”) shall be submitted to the third selected appraiser within a period of thirty (30) days after the appointment of such third appraiser. Within thirty (30) days after its receipt of the Proposed Rent Determinations, such third appraiser shall select one Proposed Rent Determination as the Fixed Rent for the applicable Extension Term, which determination shall be final, binding and conclusive upon all partiesabated. (2) Each party shall pay the fees and expenses of the appraiser appointed by or on behalf of such party and the fees and expenses of the third appraiser shall be borne equally by both parties.

Fixed Rent. Each Extension Term shall be upon all of (a) Commencing on the same terms, covenants and conditions as provided in the Lease, except that: (A) Tenant may not again exercise the Extension Option during Rent Commencement Date until the second Extension Term so as to further extend the Term beyond the expiration of the second Extension Term; and (B2nd) the anniversary thereof, Tenant shall pay Fixed Rent to Landlord Sixty Thousand Dollars ($60,000.00) per year, payable for each Extension Term in equal monthly installments of Five Thousand Dollars (the $5,000.00) per month (“Market Extension RentLease Year 1-2”) shall be at the then current “market rate” annual Fixed Rent rate for new leases for similar space in the Building as in effect six (6) months prior to commencement of the applicable Extension Term, determined in accordance with this Section 5(b)(ii); provided, however, the Fixed Rent rate for each Extension Term shall in no event be less than the Fixed Rent rate for each previous Term or Extension Term (as the case may be). (Ab) Market From the second (2nd) anniversary of the Rent Commencement Date until the fifth (5th) anniversary thereof, Tenant shall pay minimum rent to Landlord at a rate equal to two and one-half percent (2.5%) times the Fixed Rent for the prior Lease Year, payable in equal monthly installments (“Lease Year 2-5”). (c) If Tenant exercises its option(s) to extend the Term pursuant to Section 2.1 herein, from the fifth (5th) anniversary of the Rent Commencement Date until the eighth (8th) anniversary or the eleventh (11th) anniversary thereof, as applicable, Fixed Rent shall mean equal the Fixed Rent rate for which fair market value, as negotiated in good faith by the Premises would be expected to be leased for a five (5) year term commencing on the first day of the applicable Extension Term, with annual increases, in an arm’s-length transaction between a willing lessor and lessee in the greater Cleveland, Ohio metropolitan area industrial space market existing at the time such rate is established. (B) If Tenant properly exercises the applicable Extension Option, Landlord and Tenant shall attempt to agree as to the market rate Fixed Rent at least five (5) months prior to the commencement of the applicable Extension Termparties. If Landlord and Tenant do not agree as are unable to reach agreement within sixty (60) days on the market rate amount of Fixed Rent by such datefor a Renewal Term, then each party shall appoint a competent, disinterested MAI appraiser experienced in appraising rental values for comparable properties in the Falmouth, Maine metropolitan area, who shall attempt to determine the fair market rate value for Base Rent. If the two appraisers are unable to agree upon the fair market value for Fixed Rent within thirty (30) days, the two appraisals will be averaged. Such average will be used as the fair market value for Fixed Rent for the applicable Extension Term second Renewal Term. (d) All Fixed Rent shall be determined by binding “baseball” arbitrationpayable in monthly installments in advance, on the first (1st) day of each calendar month included within the Term of this Lease. Fixed Rent for any fraction of a month at the commencement or expiration of the term, or in which the rate thereof changes pursuant hereto, shall be prorated on a per diem basis. (e) In accordance with the following provisions: (1) The party desiring such arbitration shall give written notice to that effect to the other partyforegoing, specifying in such notice the name, address and professional qualifications of the person designated to act as appraiser on its behalf. Within ten (10) days after service of such notice, the other party shall give written notice to the party desiring such arbitration, specifying the name, address and professional qualifications of the person designated to act as appraiser on its behalf. The two (2) appraisers shall, within ten (10) days after selection of the second appraiser, select a third appraiser. All appraisers appointed hereunder Fixed Rent shall be MAI members of payable as shown on the Appraisal Institute with not less than five (5following chart: Time Period Annual Base Rent Monthly Base Rent Lease Year 1-2 $60,000 $5,000 Lease Year 3 $61,500 $5,125 Lease Year 4 $63,037.50 $5,253.16 Lease Year 5 $64,613.44 $5,384.45 Option Term(s) years of experience in the appraisal of improved industrial real estate in the great Cleveland, Ohio metropolitan area, and be devoting substantially all of their time to professional appraisal work at the time of appointment, and be in all respects impartial and disinterested. The market rate Fixed Rent determined by each of the first two selected appraisers (each a “Proposed Rent Determination,” and collectively, the :Proposed Rent Determinations”) shall be submitted to the third selected appraiser within a period of thirty (30) days after the appointment of such third appraiser. Within thirty (30) days after its receipt of the Proposed Rent Determinations, such third appraiser shall select one Proposed Rent Determination as the Fixed Rent for the applicable Extension Term, which determination shall be final, binding and conclusive upon all parties. (2) Each party shall pay the fees and expenses of the appraiser appointed by or on behalf of such party and the fees and expenses of the third appraiser shall be borne equally by both parties.FMV FMV