Common use of Improvements Clause in Contracts

Improvements. 4.1 In taking possession of the leased premises, ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in good, clean and tenable condition, subject only to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annum.

Improvements. 4.1 In taking possession Grantee shall take, in a timely manner, all actions necessary and proper to the lawful establishment, construction, operation, and maintenance of the leased Improvements, including such actions as may be necessary to obtain any required permits, approvals or authorizations from applicable governmental authorities. Any and all cuts and fills, excavations or embankments necessary in the construction, maintenance, or future alteration of the Improvements shall be made and maintained in such manner, form and extent as will provide adequate drainage of and from the adjoining lands and premises of the Grantor; and wherever any such fill or embankment shall or may obstruct the natural and pre-existing drainage from such lands and premises of the Grantor, the Grantee shall construct and maintain such culverts or drains as may be requisite to preserve such natural and pre-existing drainage, and shall also wherever necessary, construct extensions of existing drains, culverts or ditches through or along the premises of the Grantor, such extensions to be of adequate sectional dimensions to preserve the present flowage of drainage or other waters, and of materials and workmanship equally as good as those now existing. In the event any construction, repair, maintenance, work or other use of the Premises by Grantee will affect any Lines, fences, buildings, improvements or other facilities (collectively, "Other Improvements"), Grantee will be responsible at Grantee’s sole risk to locate and make any adjustments necessary to such Other Improvements. Grantee must contact the owner(s) of the Other Improvements notifying them of any work that may damage these Other Improvements and/or interfere with their service and obtain the owner’s written approval prior to so affecting the Other Improvements. Grantee must ▇▇▇▇ all Other Improvements on the Plans and Specifications and ▇▇▇▇ such Other Improvements in the field in order to verify their locations. Grantee must also use all reasonable methods when working on or near Grantor property to determine if any Other Improvements (fiber optic, cable, communication or otherwise) may exist. The Grantee agrees to keep the above-described premises free and clear from combustible materials and to cut and remove or cause to be cut and removed at its sole expense all weeds and vegetation on said premises, ▇said work of cutting and removal to be done at such times and with such frequency as to comply with Grantee and local laws and regulations and ▇▇▇▇▇ acknowledges that same were on the date of occupancy in good, clean and tenable condition, subject only to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services any and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration hazard of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premisesfire. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annum.

Improvements. 4.1 In taking possession of the leased premises, ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in good, clean and tenable condition, subject only to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixturesfixtures (e.g., items such as chairs, sinks, stations, furniture, shelving units), machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annum.

Improvements. 4.1 In taking possession Grantee shall take, in a timely manner, all actions necessary and proper to the lawful establishment, construction, operation, and maintenance of the leased premisesImprovements, including such actions as may be necessary to obtain any required permits, approvals or authorizations from applicable governmental authorities. Any and all cuts and fills, excavations or embankments necessary in the construction, maintenance, or future alteration of the Improvements shall be made and maintained in such manner, form and extent as will provide adequate drainage of and from the adjoining lands and premises of the Grantor; and wherever any such fill or embankment shall or may obstruct the natural and pre-existing drainage from such lands and premises of the Grantor, the Grantee shall construct and maintain such culverts or drains as may be requisite to preserve such natural and pre-existing drainage, and shall also wherever necessary, construct extensions of existing drains, culverts or ditches through or along the premises of the Grantor, such extensions to be of adequate sectional dimensions to preserve the present flowage of drainage or other waters, and of materials and workmanship equally as good as those now existing. In the event any construction, repair, maintenance, work or other use of the Premises by Grantee will affect any Lines, fences, buildings, improvements or other facilities (collectively, "Other Improvements"), Grantee will be responsible at Grantee’s sole risk to locate and make any adjustments necessary to such Other Improvements. ▇▇▇▇▇▇▇ acknowledges must contact the owner(s) of the Other Improvements notifying them of any work that same were may damage these Other Improvements and/or interfere with their service and obtain the owner’s written approval prior to so affecting the Other Improvements. Grantee must mark all Other Improvements on the date of occupancy Plans and Specifications and mark such Other Improvements in goodthe field in order to verify their locations. Grantee must also use all reasonable methods when working on or near Grantor property to determine if any Other Improvements (fiber optic, clean and tenable conditioncable, subject only to the repairs communication or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee otherwise) may exist. The Grantee agrees to make keep the above-described premises free and clear from combustible materials and to cut and remove or cause to be cut and removed at its own sole expense all alterations weeds and improvements to the leased premises except as otherwise indicated vegetation on said premises, said work of cutting and removal to be the obligation of Lessor under this Lease Agreement. All done at such improvements times and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction with such frequency as to comply with Grantee and control of Lessor's architect, shall be made in good local laws and workmanlike manner according to the terms, conditions regulations and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services any and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration hazard of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premisesfire. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annum.

Improvements. 4.1 In taking possession (a) At any time during the Term of this Lease, but subject to the provisions of Section 5.3 below, Tenant shall have the right to construct, operate, maintain, repair and replace within the Premises any structures or outdoor displays and exhibits permitted under the Town of Chapel Hill building code and zoning ordinances. Without any limitation of the leased premisesforegoing or Section 5.3 below, ▇▇▇▇▇▇ Landlord acknowledges and agrees that, provided that same were the Parking Deck may continue to be used as a parking facility on the date lower levels, Landlord shall not unreasonably withhold, condition or delay its consent to modifications of occupancy in goodthe portion of the plaza level of the Parking Deck included within the Premises, clean so long as such modifications are made at Tenant’s sole cost and tenable condition, subject only to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached heretootherwise lawful and in accordance with this Lease. Upon Landlord’s approval of plans and specifications pursuant to Section 5.3 below, if there are any. 4.2 Lessee agrees Tenant shall be entitled to make at its own expense all alterations demolish existing improvements and improvements to remove any landscaping, trees, plants, masonry faced walls, planters and pavers within the leased premises except as otherwise indicated to be portion of the obligation plaza level of Lessor under this Lease Agreementthe Parking Deck that is included within the Premises. All such alterations, improvements and alterations made by Lessee renovations of the Premises shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction performed in compliance with all applicable laws and control of Lessor's architect, shall be made in a good and workmanlike manner according manner. (b) Notwithstanding the provisions of subparagraph (a) above, Tenant agrees that no buildings may be constructed in the Northeast Corner. Tenant intends to utilize the termsNortheast Corner for outdoor exhibits, conditions programming and requirements set by ▇▇▇▇▇▇ and its architect, and related amenities. (c) Tenant shall not be in keeping permitted to block or interfere with the historical character any of the building. All alterations and improvements performed parking spaces on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessorlower levels of the Parking Deck without the prior written approval of Landlord, which approval may be withheld in Landlord’s sole and absolute discretion and may be conditioned upon Tenant’s reimbursement to Landlord of any parking revenues that are actually lost during the period of interference. Notwithstanding the foregoing, Tenant may, without Landlord’s consent (and without any reimbursement to Landlord for lost parking revenue), temporarily block a limited number of parking spaces on the lower levels of the Parking Deck if Tenant’s contractors or engineers determine, in their reasonable discretion, that such measures are necessary to ensure the safety of users of the Parking Deck during Tenant’s construction activities. In the event Tenant temporarily blocks spaces, then Tenant must (i) notify Landlord in advance of the location and number of parking spaces to be blocked (which shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annum.exceed five

Improvements. 4.1 In taking possession of All improvements necessary to prepare the leased premises, ▇▇▇▇▇▇ acknowledges that same were on Premises for Tenant’s occupancy and use (the date of occupancy in good, clean and tenable condition, subject only to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ “Tenant Improvements”) shall be performed by competent contractors Tenant, and subcontractors approved by Lessor, which approval Tenant shall not unreasonably be withheld. Lessee shall pay solely responsible for all architecturalcosts of constructing the Tenant Improvements of every nature (the “Tenant Improvement Costs”) (subject to the Tenant Improvement Allowance), with Tenant’s own contractor. The term “Tenant Improvement Costs” shall include each and every cost of designing, constructing, engineering and other services approving the Tenant Improvements which shall include, but not be limited to, the following: (i) all payments to the Contractor for materials, labor, overhead, etc., for the construction of the Tenant Improvements; (ii) all payments to the Engineers and Architects to design the Tenant Improvements; (iii) all construction management and supervision fees; (iii) permitting and approval costs; (iv) taxes, fees, charges, and levies by any governmental agency for permits, inspections or approvals of the Tenant Improvements; (v) utilities incurred in the course of the construction of the Tenant Improvements; (vi) premiums for all insurance to be carried by Tenant under this Work Agreement; (vii) the Coordination Fee; (viii) any and all costs incurred by Lessor in connection to comply with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements laws interior to the leased premises, Lessee shall obtain Premises; (ix) costs of sprinkler and deliver HVAC compliance with laws and distribution to Lessor a valid waiver meet the Tenant’s Approved Working Drawings; and release of mechanic's liens by each party who will furnish labor, materials or services (x) all costs incurred interior to the lease premises. 4.3 At Premises for life-safety compliance. All matters which are not Tenant Improvement Costs may not be paid for, or used from the expiration or termination of the term of this Lease AgreementTenant Improvement Allowance, all improvements and alterations made which shall include, but not be limited to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shallfurniture, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, fixtures and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annum.

Improvements. 4.1 In taking possession of the leased premises, ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in good, clean and tenable condition, subject only to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annum.

Improvements. 4.1 (a) In taking possession the event that Improvements to the Current Technology or the New Technology are developed by Oji or its Subsidiaries, Oji shall, or shall cause its Subsidiaries to, provide VCP with a know-how book that that describes in reasonably adequate detail such Improvements promptly after such Improvements are ready to be incorporated into a corresponding Thermal Paper Product’s manufacturing process. Oji shall, or shall cause its Subsidiaries to, grant to VCP a non-exclusive license to use all Improvements developed by Oji or its Subsidiaries in the manufacturing, sale or distribution of Licensed Thermal Paper Products until the expiration of the leased premises, ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in good, clean and tenable condition, subject only to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached heretoRoyalty License or, if there are any. 4.2 Lessee agrees Oji or its subsidiaries have developed an Improvement for a Licensed Thermal Paper Product that is subject to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessora Perpetual License, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement any such applicable Perpetual License. This agreement shall serve as consideration for all such licenses granted by Oji to VCP to use all Improvements developed by Oji, and VCP shall not be required to provide payment in addition to royalty payments described in Section 3.01 for the use of such Improvements. Oji shall provide VCP with reasonable access to appropriate technical personnel of Oji or alteration its Subsidiaries to provide on-site technical support and training at VCP facilities in order to ensure that Improvements are transferred to VCP in accordance with the terms of the leased premisesthis Section 4.02(a) within a commercially reasonable time period. VCP shall pay Oji $1,000 per employee of Oji or its Subsidiaries per day, or part thereof, for each such employee providing on-site technical support and training at VCP facilities pursuant to this Section 4.02(a), plus VCP shall bear all additional expenses related to this Section 4.02(a), including traveling and living expenses of Oji’s or its Subsidiaries’ employees. (b) In the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements event that Improvements to the leased premisesCurrent Technology or the New Technology are developed by VCP, Lessee VCP shall obtain provide Oji with a know-how book that describes in reasonably adequate detail such Improvements promptly after such Improvements are ready to be incorporated into a corresponding Thermal Paper Product’s manufacturing process. VCP shall grant to Oji and deliver its Subsidiaries a non-exclusive license to Lessor use all Improvements developed by VCP in the manufacturing, sale or distribution of Licensed Thermal Paper Products in perpetuity. This agreement shall serve as consideration for all such licenses granted by VCP to Oji to use all Improvements developed by VCP, and Oji shall not be required to provide any additional payment for the use of such Improvements. VCP shall provide Oji with reasonable access to appropriate technical personnel of VCP to provide on-site technical support and training at Oji facilities to ensure that Improvements are transferred to Oji in accordance with the terms of this Section 4.02(b) within a valid waiver commercially reasonable time period. Oji shall pay VCP $1,000 per employee of VCP per day, or part thereof, for each such employee providing on-site technical support and release training at Oji or its Subsidiaries facilities pursuant to this Section 4.02(b), plus Oji shall bear all additional expenses related to this Section 4.02(b), including traveling and living expenses of mechanic's liens by each party who will furnish laborVCP’s employees. (c) In the event that an Intellectual Property right shall arise in connection with an Improvement, materials or services such right shall inure to the lease premises. 4.3 At party that developed such Improvement and such party shall be entitled to make all filings and take all such other actions as may be necessary or desirable in connection with the expiration protection or termination enforcement of the term of such right, provided that this Lease Agreement, all improvements and alterations made Section 4.02(c) shall not apply to the leased premises licenses explicitly contemplated by Lessee shall remain with the leased premises Sections 4.02(a) and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%4.02(b), or such greater amount as shall then be permitted by law, per annum.

Improvements. 4.1 In taking possession of the leased premises, ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in good, clean and tenable condition, subject only to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement6.1. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking If any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination of time during the term of this Lease Agreement, all improvements and alterations made either party makes, devises or otherwise acquires any Improvement, it shall, as soon as reasonably practicable, disclose the Improvement to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left other party in the leased premises at same conditions as those set out in sub-clause 5.1 and 5.2 above, provided however that such obligation shall not apply to the expiration extent that or termination for so long as : (a) the party which makes or acquires the Improvement (« the Inventing Party ») is precluded from doing so by law or any obligation owed to any third party, or (b) the disclosure of this term the Improvement would prejudice the ability of this lease the Inventing Party to obtain a patent or any other intellectual property protection in respect of the Improvement. 6.2. Whenever the LICENSOR is the Inventing Party, any Improvement which is disclosed by the LICENSOR to LICENSEE pursuant to sub-clause 6.1 shall be deemed to be included in the definition of the LICENSOR’s Know-How and LICENSEE shall have been abandoned the same rights upon such Improvement as those granted by the LICENSOR upon the LICENSOR’s Know-How under this Agreement. 6.3. Whenever LICENSEE is the Inventing Party, any Improvement which is disclosed by LICENSEE to the LICENSOR pursuant to sub-clause 6.1 (« LICENSEE’s Improvement ») shall belong to LICENSEE and shall become be subject to the property following conditions : (a) LICENSEE shall be entitled, without the LICENSOR’s prior consent, to: - apply at its own cost for any patent upon any LICENSEE’s Improvement; - use any LICENSEE’s Improvement for manufacturing or selling the Product(s) or for any other purpose, including granting any license thereupon to any third party; provided that such LICENSEE’s Improvement is separable from, and not dependent upon, the LICENSOR’s Know-How. (b) LICENSEE shall be entitled, without the LICENSOR’s prior consent, to use any LICENSEE’s Improvement for manufacturing or selling the Product(s) or for any other purpose, including granting any license thereupon to any third party provided however that (i) such LICENSEE’s Improvement is separable from, and not dependent upon, the LICENSOR’s Know-How and (ii) such license does not involve any disclosure of Lessor THE LICENSOR’s Know-How ; (c) In any case the LICENSOR shall be entitled to be disposed manufacture, use, sell or otherwise deal in any Product(s) manufactured through the use of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances LICENSEE’s Improvement by way of bonda non-exclusive, deposit or other reasonable procedure to protect against such liens worldwide, perpetual and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annum.royalty-free licence;

Improvements. 4.1 In taking possession of the leased premises, ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in good, clean and tenable condition, subject only (a) Lessee shall not make any improvements or alterations to the repairs Premises, including additions or improvements which deletions of equipment or other fixtures (“Improvements”) without in each instance submitting plans and specifications for Improvements to Lessor has agreed to make at and obtaining Lessor's expense ’s prior written consent. Lessor may withhold consent in its sole discretion and which are set forth may impose any conditions it chooses on Exhibit "C" attached heretosuch consent. At Lessor’s option, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to Lessor’s employees or contractors shall perform the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character of the building. All alterations and improvements performed work on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheldImprovements. Lessee shall pay for the cost of all architectural, engineering and other services and Improvements. Lessee shall pay all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration taxes applicable to such Improvements. (b) All Improvements now a part of the leased premisesPremises, including or hereafter constructed in the workPremises by either Lessor or Lessee, if anyshall become Lessor’s property upon installation, except for fixtures and equipment which Lessee can remove without undue harm to the Premises and that Lessor requires Lessee to remove at Lessee’s cost upon expiration or earlier termination of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewiththis Lease. Such items shall remain the property of Lessee. (c) The following requirements shall apply to all Improvements: (i) Prior to undertaking any alterations or improvements to the leased premisescommencement, Lessee shall obtain and deliver furnish to Lessor building permits, environmental permits, certificates of insurance satisfactory to Lessor, and, at Lessor’s request, a valid waiver notice of commencement; (ii) Lessee shall perform all work related to Improvements so as to maintain peace and release of mechanic's liens by each party who will furnish labor, materials harmony among other contractors serving the Premises and shall avoid interference with other work to be performed or services to be rendered in the lease premises.Premises; 4.3 At (iii) The work on Improvements shall be performed in a good and workmanlike manner, meeting the expiration or termination standard for construction and quality of materials in the term of this Lease AgreementBuilding, and shall comply with all improvements insurance requirements and alterations made to the leased premises by all applicable laws, ordinances and regulations; (iv) Lessee shall remain with the leased premises and shall be the property of permit Lessor. Lessee shall, at its expenseLessor’s option, remove ▇▇▇▇▇▇'s goods to supervise all work on Improvements; and (v) Upon completion, Lessee shall furnish Lessor with contractor’s affidavits and effectsfull and final statutory waivers of liens, including trade fixtures, machineryas-built plans and specifications, and equipment, receipted bills covering all labor and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annummaterials.

Improvements. 4.1 In taking Landlord will, at its sole expense and using contractors of its ------------ choice, make improvements ("Improvements") to the Premises as specified in Exhibit C attached hereto and incorporated herein by this reference. Tenant --------- has delivered to Landlord, and Landlord has approved, its final plans with detailed specifications and listing of finish materials, all of which have been approved by Tenant. Notwithstanding anything in this Lease to the contrary, if Tenant fails to provide Landlord with such final plans, specifications, and finish material approved by Tenant on or before the date specified for such delivery, or if Tenant changes any of the plans, specifications or finish materials then the Commencement Date shall be the Anticipated Completion Date as hereafter set forth, or the date of Landlord's notification to Tenant of Substantial Completion (as hereinafter defined) of the Improvements, or the date on which Tenant takes possession of the leased premisesPremises, ▇▇▇▇▇▇ acknowledges whichever shall first occur. Upon Landlord's approval (which shall not be unreasonably withheld or delayed) of such final plans and specifications including finish materials approved by Tenant, and upon Landlord's approval of the same, Landlord shall diligently undertake to construct the Improvements in accordance with such final plans, specifications and finish materials as approved by Landlord and Tenant (collectively referred to as "Final Plans"). All such construction shall be performed with due diligence and in substantial accordance with the Final Plans. Landlord agrees to use all commercially reasonable efforts to substantially complete the Improvements by April 24, 1995 ("Anticipated -------------- Completion Date"), but without any warranty as to when such Improvements shall be substantially completed.Should Landlord not so substantially complete the Improvements by May 31, 1995 and Tenant has not made any changes to Final Plans after March 15, 1995, then Tenant may cancel this Lease by providing Landlord within (10)days written notice. Landlord's obligation to construct the Improvements is specifically subject to any changes or other requirements of or imposed by all applicable governmental body(ies), agency(ies) and/or utility(ies); Landlord shall notify Tenant of any such changes and/or requirements promptly after Landlord becomes aware of the same. Any improvements to the Premises not expressly shown or stated in the Final Plans shall be made by Tenant at its sole cost and expense in accordance with Paragraph 11 of this Lease; provided, however, that same were on notwithstanding anything in this Lease to the contrary, any delay in Landlord's construction of the Improvements caused in whole by Tenant and which are not caused by Tenant within one (1) day of written notice thereof by Landlord including, but not limited to, delays caused by additional improvements made or any changes requested by Tenant, shall not delay the Commencement Date of this Lease, and Substantial Completion, as hereinafter defined, for purposes of determining the Commencement Date of this Lease, shall be at such time as the Improvements would have been Substantially Complete absent such additional improvements made or changes requested by Tenant. It is understood that the Final Plans and the exact location of doors, walks, lighting, plumbing and all other facilities and improvements are subject to such minor changes as Landlord, or Landlord's architect or general contractor in charge of the construction of the improvements, determine to be necessary desirable in the course of construction of or to the Premises, and no such changes shall affect this Lease or constitute a breach by Landlord hereunder. If, upon substantial completion of Improvements and tender of the Premises to Tenant for occupancy, such Improvements do not conform exactly to the Final Plans, but the general appearance, structural integrity and Tenant's use and occupancy of the Premises, the Building and such Improvements are not materially or unreasonably affected by such deviation(s), it is agreed that the Improvements shall be deemed "Substantially Complete" for purposes of this Lease, and Tenant's obligation to pay Rent hereunder shall not be affected by such deviation(s). In such event, Tenant agrees to accept the Premises and such Improvements as so constructed by Landlord. However, notwithstanding the above, Tenant shall have twenty (20) days from the date of occupancy Substantial Completion to provide Landlord with a list of items requiring repair or replacement. Upon Landlord's receipt of such list, Landlord shall proceed to correct such "punch list" items with due diligence and in good, clean a manner designed to cause the least possible interruption to Tenant and tenable condition, subject only to the repairs or improvements which Lessor has agreed to make at LessorTenant's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character use of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premisesPremises. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annum.

Improvements. 4.1 In taking possession Landlord shall, at Landlord's sole cost and expense, complete Landlord's Work which shall be of the leased premisesspecifications, ▇▇▇▇▇▇ acknowledges that same were on materials, design, finish and color of the date of occupancy in good, clean standard adopted by Landlord for the Building. Any improvements and tenable condition, subject only other work done to the repairs Premises which in any manner exceed, change or improvements which Lessor has agreed are in addition to make at LessorLandlord's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee Work shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessorreferred to as "Tenant's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, Work" and shall be constructed by contractors chosen by Tenant and approved by Landlord, who may be, but shall not necessarily be, the same as Landlord's contractor. All of Landlord's Work shall be completed in keeping substantial accordance with the historical character Plans, as in Exhibit "B". Complete architectural and mechanical plans and specifications ("Landlord's Plans") shall be prepared by the architect and/or engineers designated by Landlord. The Plans for Landlord's Work shall be prepared at Landlord's expense. The Plans for Tenant's Work ("Tenant's Plans") shall be prepared by Tenant's architect at Tenant's expense. Both the Plans for Landlord's Work and the Plans for Tenant's Work are hereafter collectively referred to as "Plans". The Plans shall be consistent with the design, construction and equipment of the buildingBuilding and in conformity with its standards and shall show the location and extent of any excess floor loading, all special requirements for air conditioning, plumbing and electricity and the estimated total electrical load. Tenant's Plans, both before and during construction, are subject to the written approval of Landlord, which consent cannot be unreasonably withheld. All alterations design, construction and improvements performed on installation shall conform to the leased premises requirements of any and all authorities having jurisdiction thereof. Tenant shall submit Tenant's Plans within ninety (90) days after the execution of this Lease by ▇▇▇▇▇▇ both parties. Landlord shall respond within twenty (20) days of receipt of complete Tenant's Plans. In the event that Tenant falls to submit such information within said time period, then Landlord shall have the right to proceed as it deems appropriate in Landlord's sole discretion. In the event that any work so done by Landlord thereafter requires changes, then said changes shall be performed by competent contractors at Tenant's sole cost and subcontractors approved by Lessorexpense. Notwithstanding the foregoing or anything to the contrary contained herein this Lease, which approval the parties acknowledge and agree that Tenant currently occupies the entire Premises and that no Landlord's Work or Tenant's Work shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor required in connection with ▇▇▇▇▇▇'s improvement or alteration the commencement of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination of the term Term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annumLease.

Improvements. 4.1 In taking possession of the leased premises, ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in good, clean and tenable condition, subject only to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination of 7.1 During the term of this Lease Agreement, all improvements and alterations made to DNP Green shall have the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shallexclusive right, at its expensecost, remove ▇▇▇▇▇▇'s goods to create “DNP Green Improvements.” “DNP Green Improvements” mean any derivative works from the Licensed Intellectual Property and effectsdevelopments, including trade fixturesimprovements and enhancements of the Licensed Intellectual Property, machinerydirectly or through sub-contractors, in the Field of Use and outside of the performance of the Work Plan. 7.2 The Parties acknowledge and agree that DNP Green shall own all rights, title, and equipmentinterest in and to all such DNP Green Improvements throughout the world. 7.3 The Parties also acknowledge and agree that Celexion shall own all rights, title, and quit interest in and deliver up to all Work Plan Intellectual Property. 7.4 DNP Green shall have the leased premises right at its own discretion to Lessorsecure intellectual property protection in any of the DNP Green Improvements at its own expense. 7.5 Licensee shall promptly disclose to Celexion any DNP Green Improvements. Subject to the terms and conditions of this Agreement, peaceably Licensee hereby grants to Celexion and quietly its Affiliates a nonexclusive, royalty-free, worldwide, irrevocable right and license outside the Field of Use to DNP Green Improvements, with the right to grant and authorize the grant of sublicenses at any tier, under Licensee’s intellectual property rights to make, have made, use, offer for sale, sell, import and otherwise dispose of products and practice processes, and to practice processes and use, copy, modify and, if permitted under Article VI (Confidential Information), distribute information outside the Field of Use. 7.6 Each Party shall promptly disclose to the other Party any Work Plan Intellectual Property. The Parties shall evaluate jointly whether trade secret or patent protection is appropriate to protect any Work Plan Intellectual Property jointly invented by one or more employees of Celexion and by one or more employees of DNP Green. DNP Green agrees that it shall not use research data in as good order support of a patent application or apply for any intellectual property protection of any Work Plan Intellectual Property, without Celexion’s express prior written consent and condition as same were in on subject to the original date terms of occupancythis Agreement. In the event that one or both of the Parties believe that patent protection is appropriate, reasonable wear and tear excepted. Any property left the Parties shall cooperate in the leased premises at the expiration or termination preparation, filing and prosecution of this term of this lease shall be deemed to have been abandoned any such patent application claiming jointly invented Work Plan Intellectual Property. Celexion and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annum.DNP 12 Confidential

Improvements. 4.1 (a) Proposal by DEBIOTECH or upon Request by IMED. In taking possession the event that IMED desires to have any Improvement to any Product or Accessory supplied hereunder it must obtain the same from DEBIOTECH. IMED shall notify DEBIOTECH that it desires to create any Improvement, and DEBIOTECH shall notify IMED that it desires to create or has created any Improvement and shall offer it to IMED. Then the Development Committee shall meet promptly in order to discuss the technical and economic implications of any such Improvement, as well as the timetable associated with the implementation thereof. In the event that, within sixty (60) days from such discussion, IMED were to notify DEBIOTECH that it wishes to consider proceeding with such Improvement, DEBIOTECH shall provide to IMED a project plan for such Improvement, addressing, as appropriate: (i) relevant product specifications; (ii) matters of the leased premises, ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in good, clean and tenable condition, subject only to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are type set forth in the Project Plans; (iii) the cost to IMED of having DEBIOTECH proceed with such plan and other appropriate budget information (the information contemplated in clauses (i) through (iii) being referred to collectively as the "Proposal Data"); and (iv) the effect of such Improvement on Exhibit "C" attached heretocosts to IMED for the Product or Accessory subject to such Improvement, if there are any. 4.2 Lessee agrees pursuant to make at Article 8.9 hereof, which plan, following appropriate changes as approved by the Development Committee and ratified in writing by IMED and DEBIOTECH, shall constitute the project plan for such Improvement. IMED failure to notify its own expense all alterations and improvements wish to consider proceeding with such Improvement within the leased premises except as otherwise indicated 60 day period above or failure to be the obligation deliver notification to DEBIOTECH of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance its approval of Lessorthe project plan within sixty (60) days of its receipt, shall be made under deemed a rejection of the supervision, direction and control of Lessor's architect, Improvement. IMED shall be made in good and workmanlike manner according required to pay DEBIOTECH the termsDevelopment Costs of such Improvement, conditions and requirements set if proposed by ▇▇▇▇▇▇ and its architectIMED, and the reasonable cost (not to be less than the Development Cost of such Improvement) if proposed by DEBIOTECH. In the event that any Improvement includes new Manufacturing Equipment, the cost of which would be solely paid by IMED (and not shared by any DEBIOTECH Authorized Person pursuant to Article 5.10(b)), DEBIOTECH shall be include in keeping with the historical character Proposal Data its election to either: (i) include the cost of such new Manufacturing Equipment in the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by LessorDevelopment Costs of such Improvement, in which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and case IMED shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods rightful owner and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee title holder thereto (but shall not permit any mechanic's be entitled to possession thereof so long as (x) DEBIOTECH continues to supply IMED with Products and Accessories in accordance with this Agreement and (y) the Standby Agreements or materialmen's liens to stand against Standby License have not been exercised); or (ii) exclude such new Manufacturing Equipment from the leased premises Development Costs of such Improvement and reasonably amortise the cost thereof by reasonably increasing the transfer price of the Product or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annumAccessories effected thereby.

Improvements. 4.1 In taking possession of the leased premisesThe Borrower, ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in good, clean and tenable condition, subject only to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations expense, shall affix or install any accessory, equipment or device to or on the Airframe or an Engine or make such alterations, modifications and improvements additions to the leased premises except Airframe or the Engines (any such accessory, installed equipment or device, improvement, modification, alteration or addition affixed or installed pursuant to this paragraph being herein referred to as otherwise indicated an "IMPROVEMENT") as may be required from time to time to meet the standards of the FAA or other governmental authority having jurisdiction and as may be required to permit the full and unrestricted use of the Aircraft in the service now and from time to time provided by the Borrower, including but not limited to operating noise level standards or other standards under the regulations of the FAA for which compliance is required. In addition, the Borrower, at its own expense, may from time to time make such Improvements to the Airframe or any Engine as the Borrower may deem desirable in the proper conduct of its business; PROVIDED, HOWEVER, that no such Improvement shall diminish the value or utility of the Airframe or any such Engine, or impair the condition or airworthiness thereof, below the value, utility, condition and airworthiness thereof immediately prior to such Improvement assuming the Airframe or any such Engine was then of the value or utility and in the condition and airworthiness required to be maintained by the obligation terms of Lessor under this Lease Agreement. All Parts constituting Improvements shall, without further act, become subject to Bank's security interest. Notwithstanding the foregoing sentence of this paragraph, so long as no Default or Event of Default shall have occurred and be continuing, the Borrower may, at any time, remove any Improvement; PROVIDED, HOWEVER, that (i) such improvements Improvement is in addition to, and alterations made by Lessee shall be undertaken only upon advance approval not in replacement of Lessoror substitution for, shall be made under the supervision, direction and control of Lessor's architect, shall be made any Part originally incorporated or installed in good and workmanlike manner according or attached to the termsAirframe or such Engine or any Improvement in replacement of, conditions and requirements set by ▇▇▇▇▇▇ and its architector substitution for any such Improvement, (ii) such Improvement is not required to be incorporated or installed in or attached or added to the Airframe or any such Engine pursuant to the terms of this Section, and (iii) such Improvement can be removed from the Airframe or such Engine without diminishing or impairing the value, utility, condition or airworthiness required to be maintained by the terms of this Agreement which the Airframe or such Engine would have had at such time had such alteration, modification or addition not occurred. Upon the removal by the Borrower of any Improvement as above provided, Bank's security interest in such Improvement shall, without further act, be released and such Improvement shall no longer be in keeping with the historical character deemed part of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, Airframe or Engine from which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premisesit was removed. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annum.

Improvements. 4.1 In taking possession of 8.1 Tenant accepts the leased premisesDemised Premises in its present “AS IS” condition and may construct or cause to be constructed, ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in good, clean such interior and tenable condition, subject only exterior improvements and maintenance to the repairs or Demised Premises, as reasonably necessary for it to carry on its permitted use(s), as set forth in Section 7; provided, however, that any plans for such improvements shall first be submitted to the City Manager for his prior written consent, which Lessor has agreed to make consent, if granted at Lessor's all, shall be at the City Manager’s sole and absolute discretion. Additionally, any and all approved improvements shall be made at Tenant’s sole expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and responsibility. All permanent (fixed) improvements to the leased premises except as otherwise indicated to be Demised Premises shall remain the obligation property of Lessor under the City upon termination and/or expiration of this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the Upon termination and/or expiration or termination of the term of this Lease Agreement, all improvements personal property and alterations made non-permanent trade fixtures may be removed by the Tenant from the Demised Premises, provided that they can be (and are) removed without damage to the leased premises by Lessee Demised Premises. Tenant will permit no liens to attach to the Demised Premises arising from, connected with, or related to the design and construction of any improvements. Moreover, such construction shall remain with be accomplished through the leased premises use of licensed, reputable contractors who are acceptable to the City. Any and all permits and or licenses required for the installation of improvements shall be the property sole cost and responsibility of Lessor. Lessee Tenant. 8.2 Notwithstanding Subsection 8.1, upon termination and/or expiration of this Lease Agreement, and at City’s sole option and discretion, any or all alterations or additions made by Tenant to or in the Demised Premises shall, upon written demand by the City Manager, be promptly removed by Tenant, at its expense, remove ▇▇▇▇▇▇'s goods expense and effects, including trade fixtures, machineryresponsibility, and equipmentTenant further hereby agrees, in such event, to restore the Demised Premises to their original condition prior to the Commencement Date of this Lease Agreement. 8.3 The above requirements for submission of plans and the use of specific contractors shall not apply to improvements (which term, for purposes of this Subsection 8.3 only, shall also include improvements as necessary for Tenant’s maintenance and repair of the Demised Premises) which do not exceed Five Hundred ($500.00) Dollars, provided that the work is not structural, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be provided that it is permitted by applicable law, per annum.

Improvements. 4.1 In taking possession of All improvements necessary to prepare the leased premises, ▇▇▇▇▇▇ acknowledges that same were on Subleased Premises for Subtenant’s occupancy and use (the date of occupancy in good, clean and tenable condition, subject only to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ “Initial Subtenant Improvements”) shall be performed by competent contractors Subtenant, and subcontractors approved by Lessor, which approval Subtenant shall not unreasonably be withheld. Lessee shall pay solely responsible for all architecturalcosts of constructing the Initial Subtenant Improvements of every nature (the “Subtenant Improvement Costs”), engineering subject to the Subtenant Improvement Allowance, with Subtenant’s own contractor. The term “Subtenant Improvement Costs” shall include each and other services every cost of designing, constructing, engineering, permitting and approving the Initial Subtenant Improvements which shall include, but not be limited to, the following: (i) all payments to the Contractor for materials, labor, overhead, etc., for the construction of the Initial Subtenant Improvements; (ii) all payments to the Engineers and Architects to design the Initial Subtenant Improvements; (iii) approval costs; (iv) taxes, fees, charges, and levies by any governmental agency for permits, inspections or approvals of the Initial Subtenant Improvements; (v) utilities incurred in the course of the construction of the Initial Subtenant Improvements; (vi) premiums for all insurance to be carried by Subtenant under this Work Agreement; and (vii) any and all costs incurred by Lessor in connection to comply with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements laws related to the leased premisesSubleased Premises; (viii) costs of sprinkler, Lessee shall obtain electrical, HVAC and deliver ADA compliance with laws and distribution to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services meet Subtenant’s Approved Working Drawings; (ix) all costs incurred interior to the lease premises. 4.3 At Subleased Premises for life-safety compliance, and (x) the expiration or termination cost of the term of this Lease AgreementSubtenant’s signage, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shallsecurity systems, at its expenserelocation, remove ▇▇▇▇▇▇'s goods and effectscabling, including trade fixtures, machinery, furniture and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to All matters which are not Subtenant Improvement Costs may not be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%)for, or such greater amount as shall then be permitted by law, per annumused from the Subtenant Improvement Allowance.

Improvements. 4.1 In taking possession (a) Lessor’s Work Except as provided for herein, Lessee shall lease the Demised Premises in an “As Is” condition. Lessor shall provide Lessee with a “Work Allowance” not to exceed $60,000 to be utilized Bldg 100 032400 Final by Lessee in the planning and performance of the leased premises, ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in good, clean and tenable condition, subject only to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and tenant improvements to the leased premises except Demised Premises (“Lessee’s Work”). Said allowance shall be paid as otherwise indicated follows: 1. Prior to be the obligation commencement of Lessor under this Lease Agreement. All such improvements and alterations made by any Lessee’s Work for which Lessee is seeking payment of all or a portion of the Work Allowance, Lessee shall supply to Lessor a copy of the contract(s) for Lessors’ approval, which shall not be undertaken only upon advance approval unreasonably withheld. 2. Lessor shall reimburse Lessee as follows: a. As Lessee’s Work is completed, Lessee shall submit to Lessor an invoice for the cost of Lessor, said completed work. Such invoice shall be made under include the supervision, direction Contractor invoice for work performed and control of Lessor's architect, shall be made in good and workmanlike manner according Lien waivers to the terms, conditions extent permissible by law and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character a summary of the building. All alterations and improvements performed monies paid to date on the leased premises by contract(s). ▇. ▇▇▇▇▇▇ shall pay to Lessee within 30 days of Lessee invoice; the amount requested less 10% retainage. c. Upon the completion of the project, Lessor shall pay to Lessee the retainage within 30 days of Lessee’s submittal to Lessor of a final invoice from the Contractor, a Certificate of Occupancy for such work and all final lien waivers from the Contractor. (b) Lessee’s Work 1. Prior to the commencement of construction, Lessee shall submit to Lessor, for Lessor’s written approval, which shall not be performed unreasonably withheld or delayed, at Lessee’s own cost and expense, plans for the Demised Premises, prepared by competent contractors architects and subcontractors engineers (where applicable) and others previously approved by Lessor, which approval shall not unreasonably be withheld. describing all work (Lessee’s Work), other than Lessor’s Work necessary for the opening and operation of Lessee’s business, including, without limitation, trade fixtures and equipment, lighting fixtures and appliances, and Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and also deliver to Lessor a valid detailed statement of the cost of Lessee’s Work. Such plans and specifications shall be prepared in, and Lessee’s Work shall be completed in, conformity with all applicable laws, codes, orders, rules, regulations and requirements and Lessor’s approval shall not be a waiver of the foregoing requirement nor impose any liability or responsibility upon Lessor for the legality or adequacy of such plans and release specifications. As part of mechanic's liens by each party who will furnish labor, materials or services Lessor’s consent to Lessee’s initial improvements to the lease premises. 4.3 At Demised Premises, Lessor shall inform Lessee whether or not Lessee shall be required to remove Standard Building Improvements in accordance with Article 16 of this Lease. For the expiration or termination purpose of this paragraph, Standard Building Improvements shall mean gypsum wallboard, metal studding, standard doors, carpet, tile, lighting fixtures, and electrical outlets and switches. The removal of Lessee’s machinery, equipment and fixtures shall be accordance with Article 16. Lessee shall not be required to remove Standard Building Improvements installed by Lessee as part of Lessee’s initial Work for the initial building fitup. However, Lessee shall be required to replace at the end of the term of this the Lease Agreementany Heating, all improvements and alterations made to the leased premises Ventilating, and/or Air Conditioning systems removed by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇Lessee 2. Lessee shall not permit any mechanic's or materialmen's liens to stand against employ in the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out performance of Lessee's acts hereunder’s Work, pay only such labor as will not cause any controversy with any labor organization, representing trades performing work for Lessor, its contractors and discharge same subcontractors, in and about the Complex. All contractors performing work for Lessee shall be subject to Lessor’s prior approval, which shall not be unreasonably withheld. 3. Lessee shall be responsible for obtaining all permits from governmental agencies having jurisdiction, prior to the commencement of any Lessee’s Work and all certificates of occupancy and other documents reasonably required by Lessor to evidence completion of Lessee’s Work. Bldg 100 032400 Final 4. Lessee shall cause such contractors employed by Lessee to carry workmen’s compensation insurance in accordance with statutory requirements and comprehensive liability insurance covering such contractors in amounts not less than $1,000,000 single combined limit, which policy shall become due name Lessor as an additional insured, and payable Lessee shall submit certificates evidencing such insurance coverage to Lessor from Lessee prior to the commencement of any work. 5. Notwithstanding anything contained herein to the contrary, Lessor’s approval shall not be required for Lessee’s Initial Work which is of a nonstructural nature and does not include modifications to the sprinklers or the mechanical systems and costs less than $35,000 to complete. Such work shall be in accordance with interest at the rate all other terms and conditions of eight percent this paragraph (8%b), or such greater amount as shall then be permitted by law, per annum.

Improvements. 4.1 In taking possession (a) Attached to this Lease as Exhibit “C” is a list of the leased premisescertain additions, ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in good, clean and tenable condition, subject only to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except Ballpark (the “Improvements”) which the Tenant desires to make to the Ballpark, and to which Landlord has agreed in concept. The Improvements include additions, alterations and improvements that are required to bring the Ballpark into compliance with PDL Facility Standards. Promptly following the date of this Lease, the Landlord and the Tenant shall work together expeditiously to develop a mutually agreeable timeline for the completion of the Improvements. Tenant shall retain the Architect and Construction Manager for the design and construction of the Improvements. As soon as otherwise indicated practicable following completion of the foregoing, Tenant shall cause the Architect to be prepare all plans and engineering working drawings relating to the obligation of Lessor under this Lease AgreementImprovements. All such improvements Working Drawings shall comply with the drawing format and alterations made specifications reasonably determined by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architectLandlord, and shall be subject to Landlord’s approval, not to be unreasonably withheld, delayed or conditioned. Tenant and Architect shall verify, in keeping with the historical character field, the dimensions and conditions as shown on the relevant portions of the building. All alterations Ballpark plans, and improvements performed on the leased premises by ▇▇▇▇▇▇ Tenant and Architect shall be performed by competent contractors solely responsible for the same, and subcontractors approved by LessorLandlord shall have no responsibility in connection therewith. Landlord’s review of the Working Drawings as set forth in this Article 3, which approval shall be for its sole purpose and shall not unreasonably imply Landlord’s review of the same, or obligate Landlord to review the same, for quality, design, code compliance or other like matters. Further, notwithstanding that any Working Drawings are reviewed by Landlord’s Representative, Landlord, or its architect, engineers and consultants, and notwithstanding any advice or assistance which may be withheld. Lessee rendered to Tenant by Landlord’s Representative, Landlord or Landlord’s architect, engineers, and consultants, Landlord shall pay for all architectural, engineering and other services and all costs incurred by Lessor have no liability whatsoever in connection with therewith and shall not be responsible for any omissions or errors contained in the Working Drawings, and ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect ’s waiver and other agents connected therewith. Prior to undertaking any alterations or improvements indemnity set forth in this Lease shall specifically apply to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premisesWorking Drawings. 4.3 At (b) Tenant shall promptly cause the expiration or termination Architect to complete the architectural and engineering drawings for the Improvements, and Architect shall compile a fully coordinated set of architectural, structural, mechanical, electrical and plumbing working drawings in a form which is complete to allow subcontractors to bid on the term of this Lease Agreementwork and to obtain all applicable Permits and Approvals (collectively, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises “Working Drawings”) and shall be submit the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises same to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee Landlord for Landlord’s approval (which approval shall not permit any mechanic's be unreasonably withheld, conditioned or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts delayed). Tenant shall become due and payable to Lessor from Lessee supply Landlord with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annum.four

Improvements. 4.1 In taking Work performed by Subtenant, if any, shall comply with the terms of the Prime Lease and all applicable laws, ordinances and regulations and shall be completed in a first-class workmanlike manner, free from all defects. All such work by Subtenant shall be subject to the prior written consent of the Sublandlord which consent may be granted or withheld in Sublandlord’s sole discretion. The above notwithstanding, Subtenant shall not make any structural alterations to the exterior of the Subleased Premises. Subtenant shall be solely responsible for the cost and performance of any improvements to the Subleased Premises required after the Sublease Start Date in order to comply with governmental ordinances or regulations which remain or become effective after the Sublease Start Date provided such improvements are required as a result of Subtenant’s use and occupancy of the Subleased Premises and are not required (or their installation triggered by) (i) work to be performed by Landlord under the Prime Lease or (ii) work required to be performed under the terms of this Sublease Agreement, by Sublandlord in or in connection with the Unimproved Space (as defined below), and provided Sublandlord shall not be required to make such improvements if Subtenant would be required to make improvements as a direct Tenant of Landlord. The cost of any other improvements beyond what has been described in this Section 8 or is mutually agreed to by Sublandlord and Subtenant will be borne by Subtenant and subject to the Prime Lease. Sublandlord represents and warrants to Subtenant that to its knowledge, the Subleased Premises are as of the date hereof in material compliance with all applicable laws, ordinances and regulations. Subtenant shall not permit any mechanics’ liens to remain filed against the Subleased Premises for any work performed or materials furnished in connection with Subtenant’s work. If such a lien is filed, Subtenant, within ten (10) days of its receipt of such notice of the lien filing, shall either pay the amount of the lien or bond off and diligently contest such lien. Subtenant shall be permitted at no additional cost to Subtenant, during the initial term of this Sublease and any extension periods contained herein, to use all of the modular workstations and all of the furniture located in the Subleased Premises and used by Sublandlord during the period of time in which Sublandlord was in possession of the leased premisesSubleased Premises. During the initial term of this Sublease and any extension periods contained herein, ▇▇Subtenant shall further be permitted, at no additional cost to Subtenant, to use the audiovisual equipment located in the boardroom of the Subleased Premises. An inventory list of such modular workstations, furniture, and audiovisual equipment, which Subtenant may use pursuant to and under the terms of this Section 8, is attached hereto and made a part hereof as Exhibit E. The above notwithstanding, any modular workstations, furniture, audiovisual equipment or other items used by Subtenant pursuant to this Section 8 and listed on Exhibit E (including modular workstations, furniture and/or any other items in the Expansion Premises (as defined herein)) shall be and remain the property of Sublandlord and shall not be removed by Subtenant unless Sublandlord otherwise directs Subtenant to remove such items. In the event that Subtenant shall exercise its Expansion Option (as defined herein) or its Right of First Offer (as defined herein), Sublandlord shall deliver that portion of the Expansion Premises located in the ▇▇▇▇ acknowledges Building that same were are on the date hereof improved, substantially in accordance with Section 1(b) above (the “Improved Space”); and that portion of occupancy the Expansion Premises located in good, clean and tenable condition, subject only to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ Building that are on the date hereof unimproved (the “Unimproved Space”), in accordance with the plans and its architectspecifications attached hereto as Exhibit F. Subtenant shall be permitted, at no additional cost to Subtenant, during the initial term of this Sublease and any extension periods contained herein, to use all of the modular workstations and all of the furniture located in the Expansion Premises and used by Sublandlord during the period of time in which Sublandlord was in possession of the Expansion Premises. The modular workstations and furniture in that portion of the Expansion Premises located in the Cascade Building shall be the same as the modular workstations and furniture in the Subleased Premises. In addition, the modular workstations and furniture in the Improved Space shall be in quality and appearance substantially similar to provided in the subleased premise; provided however the modular workstations and furniture in the Unimproved Space shall be in quality and appearance in the form as approved by Sublandlord and Subtenant on April 21, 2004 and as identified on the layout plan attached hereto as Exhibit H. The parties agree that Sublandlord shall provide an inventory list to Subtenant to be attached to this Sublease as an Addendum, listing all of the modular workstations and furniture located in the Expansion Premises, which Subtenant may use pursuant to and under the terms of this paragraph. All work performed by Sublandlord in the Unimproved Space and any other portion of the Premises shall comply with the terms of the Prime Lease and all applicable laws, ordinances and regulations and shall be completed in keeping with the historical character a first-class workmanlike manner, free from all material defects. Sublandlord agrees to keep Subtenant advised of the buildingcommencement and progress of all such work (in writing if reasonably requested by Subtenant). All alterations and improvements performed on If Subtenant is to occupy the leased premises by ▇▇▇▇▇▇ Expansion Premises, Sublandlord shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services deliver the same free of mechanics’ liens and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premisesother claims, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect charges and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premisesencumbrances. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annum.

Improvements. 4.1 In taking possession 8.1 Landlord shall complete the Building in accordance with the approved plans and specifications for Landlord’s Improvements and Tenant’s Improvements. The Landlord shall select the general contractor with the approval of the leased premisesTenant, ▇▇▇▇▇▇ acknowledges not be unreasonably withheld. The Tenant shall prepare the working drawings for the Tenant’s Improvements for Landlord’s approval not to be unreasonably withheld by the date that same were is 120 days after the Design Agreement Date and the Landlord shall use reasonable commercial efforts to complete Landlord’s Improvements in coordination with Tenant’s Improvements in accordance with Section 10.1 of this Offer. 8.2 In the event that: (a) the Landlord and the Tenant do not reach an agreement on the Landlord’s Improvements by the Design Agreement Date, or (b) the Landlord and the Tenant do not reach an agreement the Lease or Schedule C under the provisions of Section 11.1 herein, or (c) the Landlord and the Tenant do not reach an agreement on competitive pricing methods for the Tenant’s Improvements, on or before the Design Agreement Date, the Tenant and Landlord shall each be responsible for 50% of the total costs reasonably incurred cumulatively by the Landlord and the Tenant for design, specifications, and/or drawings of Landlord’s Improvements and Tenant’s Improvements from the date of occupancy execution of this Offer to Lease to the Design Agreement Date. If amounts are owed by the Tenant beyond what costs that had already been incurred by the Tenant, the amount owed shall be deducted from the Deposit. If amounts are owed by the Landlord beyond what costs that had already been incurred by the Landlord, the Landlord shall write a cheque for the amount owed to the Tenant. 8.3 Landlord shall construct Landlord’s Improvements and Tenant’s Improvements expeditiously in a good, clean workmanlike manner, in substantial accordance with the approved plans and tenable conditionspecifications and in compliance with all laws, codes and regulations and such shall not be modified in any material respect except as may be required by building code and except where such modification does not change the quality or functionality of the Building. Any disagreement between the Landlord and Tenant shall be determined by the Landlord’s Architect after consultation with the Tenant’s Architect. Should compliance with laws, codes and regulations require a change from the approved plan and specifications, the Landlord shall notify the Tenant immediately. The Landlord shall use reasonable commercial efforts to keep Tenant’s representative informed of all changes. 8.4 Landlord shall ensure that it obtains and enforces all customary contractor’s and subcontractors’ work and material warranties for the construction of Landlord’s Improvements and Tenant’s Improvements which shall include as a minimum a general warranty for 12 months from substantial completion from the general contractor. 8.5 Landlord shall, subject only to seasonal deficiencies, complete landscaping of the entrance to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached heretoBuilding, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements access road to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements Building and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character parking area of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection Building concurrently with ▇▇▇▇▇▇'s improvement or alteration substantial completion of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect Landlord’s Improvements and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premisesTenant’s Improvements. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annum.

Improvements. 4.1 In taking possession During the life of the leased premisesproprietary nature of the IPR, each Party shall disclose any Improvements (but excluding any Somaxon Analogue/Derivative) to the other Party, whether patentable or not, without delay in accordance with this Section 10.1. Any Improvement of BTT shall be deemed to be automatically included in the IPR and the license set forth in Section 2 above with respect to the Territory. BTT shall take measures within its discretion to seek patent or to otherwise protect such Improvement(s) and should BTT not be willing to protect the Improvements within the Territory it shall forthwith inform Somaxon thereof and Somaxon shall then have the right to seek patents or to otherwise protect the improvement in its own name. Somaxon hereby agrees to grant BTT an exclusive right of first refusal and negotiation (with the right to sublicense) on reasonable commercial terms to utilize outside the Territory any Improvement of Somaxon other than a Somaxon Analog/Derivative (each such Improvement, a "NEW PRODUCT") as follows: If during the term of this License Agreement, Somaxon makes or acquires rights to a New Product, Somaxon shall notify BTT of such New Product. Somaxon shall, during the following ninety (90) days, if requested by BTT, make appropriate representatives available to meet with BTT's representatives to provide a ▇▇▇▇▇▇ acknowledges description of the data and information then available to Somaxon with respect to such New Product, and to answer the Receiving Party's questions in that same were on regard. In addition, Somaxon shall engage in good faith negotiations with BTT over a period of at least one hundred twenty (120) days following the date end of occupancy such ninety (90)-day evaluation period, in good, clean and tenable condition, subject only an attempt to reach agreement with BTT with respect to the repairs exclusive development and commercialization by BTT of such New Product outside the Territory. If no such agreement is reached during that period, thereafter, Somaxon shall give BTT at least sixty (60) days' written notice prior to signing any agreement with any third party (either as a definitive agreement or improvements which Lessor has agreed a mutually signed term sheet) with respect to make at Lessor's expense such New Product, and which are during such sixty (60) day period, BTT may accept and agree to such agreement on such terms offered to the third party in lieu of such third party. The right of first refusal and first negotiation set forth on Exhibit "C" attached heretoin this Section 10.1 shall include rights for any joint invention under Section 10.2 below but shall not apply to any Somaxon Analogues/Derivatives. Somaxon shall retain all worldwide right, if there are any. 4.2 Lessee agrees title and interest to make at its own expense all alterations any Somaxon Analogue/Derivative and improvements have no obligation to disclose the leased premises except as otherwise indicated same to be the obligation of Lessor under this Lease AgreementBTT. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of LessorHowever, shall be made Somaxon acknowledges that, in order to commercialize any Somaxon Analogue/Derivative that would infringe a valid claim under the supervisionPatents in any territory outside the Territory, direction and control of Lessor's architect, shall Somaxon would be made in good and workmanlike manner according required to obtain a license under the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premisesapplicable Patents. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annum.

Improvements. 4.1 In taking possession of 9.1 Lessee shall construct during the leased premisesConstruction Term, ▇▇▇▇▇▇ acknowledges that same were on at its sole cost and expense, the date of occupancy Improvements specified and described in goodthe program, clean plans and tenable condition, subject only to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on specifications identified in Exhibit "“C" ” attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All including such improvements temporary or permanent improvements, erections, additions and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under as are necessary to adapt the supervision, direction Premises and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character of the buildingImprovements for use as ________________________________. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay After obtaining permission for all architectural, engineering and other services and all costs incurred by demolition from Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its sole cost and expense, remove ▇▇▇▇▇▇'s goods and effectsdemolish any necessary existing improvements or structures on the Premises to facilitate the construction contemplated herein, including trade fixturesthe clearing, machinerygrubbing and preparation of the Premises for construction of the Improvements. All Improvements and facilities shall be constructed wholly within the boundary lines of the Premises and each shall be a self-contained, complete unit and shall not be tied into or have any physical connection with any structure located on any other property of Lessor. 9.2 Title to the Improvements shall vest in Lessee until the end of the Primary Term, unless sooner terminated pursuant to the terms of this Lease. Lessee covenants and agrees to convey all of Lessee’s right, title and interests, free and clear of all liens and security interests, and equipmentsubject to Section 4.4, surrender possession of the Premises and Improvements, at the expiration of the Primary Term, or at such date of earlier termination pursuant to the provisions of this Lease. Any and all temporary improvements, erections or additions constructed on the Premises by Lessee, which are not a part of the Improvements as specified in Section 9.1, shall continue to be and remain the property of Lessee, and quit may be removed by the Lessee, in whole or in part, at any time before the termination of this Lease. If Lessee removes any or all temporary improvements, erections or additions it has constructed on the Premises, Lessee agrees to repair any and deliver up all damage resulting to the leased premises to Premises and the Improvements from such removal. 9.3 Upon the expiration (including any renewal periods) or earlier termination of this Lease, Lessor may, at the option of Lessor, peaceably notify Lessee that any or all improvements, temporary and quietly permanent, placed upon the Premises by Lessee should be removed at the expiration or earlier termination of the Lease in which event Lessee shall remove such improvements. Lessee shall not begin the removal or demolition of any improvements prior to the expiration or earlier termination date: provided that all improvements shall be removed as expeditiously as possible. Lessor herein grants to Lessee a license to enter the Premises, said license shall take effect upon the termination or expiration of this Lease for the sole and exclusive purpose of removing such improvements. Lessee’s right to use said license is contingent upon Lessor’s notification to Lessee that permanent improvements shall be removed from the Premises. 9.4 Lessee, at all times during the Term of this Lease, at its sole cost and expense, shall keep the Premises and the Improvements in good order order, condition and condition as same were in on the original date of occupancyrepair, reasonable ordinary wear and tear excepted. Any property left Lessee's obligations hereunder include, without limitation, all necessary repairs and replacements of the Premises, structural or otherwise, ordinary or extraordinary, foreseen and unforeseen, including but not limited to the exterior and interior windows, doors and entrances, signs, floor coverings, columns, and partitions, and lighting, heating, plumbing and sewage facilities, and air conditioning equipment. Lessor shall not be required to make any repairs of any kind or nature, in, on or to the Premises during the Term of this Lease. 9.5 Lessee shall have the right to mortgage and/or otherwise encumber the Premises and Improvements to the extent of its leasehold interest only. Lessor hereby consents to the encumbrance of the Premises during the Construction Term for the purpose of construction and during the Primary Term for permanent financing of the Improvements to the Premises contemplated by this Section 9. Lessor agrees to give any lender written notice of any default by Lessee under this Lease, provided lender has given Lessor timely notice of lender and lender’s contact information and timely notice of any change in lender or lender’s contact information, and lender shall have a period of time after lender’s receipt of the notice of default (thirty (30) days in the leased premises at case of a default in the expiration payment of any sum due hereunder; sixty (60) days in the case of all other defaults) in which to cure, or termination to cause to be cured, any such default, before Lessor may exercise any right or remedy hereunder or as otherwise available to Lessor. Notwithstanding any other provision of this term Lease, Lessor shall not be required to subordinate this Lease to any other interest of any person or entity lending money for the Improvements, and all such interests or instruments shall be subordinate to this Lease. If any lender requires recordation of this lease shall be deemed Lease, both parties hereby consent to have been abandoned such recordation, and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇either party may record this Lease in that event. Lessee shall not permit any mechanic's or materialmen's liens to stand be placed against the leased premises Premises, and if such liens are filed, Lessee shall cause prompt removal of such liens. 9.6 Lessor has not and will not participate in the structuring, offering or against issuance of bonds or other financing to be used to construct, renovate, or rehabilitate the Central School Improvements and Lessor may require appropriate assurances shall have no obligation with respect to the bonds or the financing of the Improvements. 9.7 Upon completion of construction of the Improvements, but not later than ninety (90) days after termination of the Construction Term, Lessee shall provide, at its sole cost and expense, “as built” drawings and plats of the Premises and the Improvements. Should the Premises as described on Exhibit A not be fully utilized by way the Improvements, then Lessee covenants and agrees to resurvey the portion of bondthe Premises used by the Improvements and to then convey the unused portion of the Premises back to Lessor, deposit or other reasonable procedure at which time this Lease shall be modified so that the Premises subject to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount Primary Term is the “as shall then be permitted built” property utilized by law, per annumthe Improvements.

Improvements. 4.1 In taking possession of the leased premisesLandlord shall, ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in goodat Landlord’s expense, clean and tenable condition, subject only to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and complete those certain improvements to the leased premises except Expansion Space as otherwise indicated shown on Exhibits A and A-1 attached hereto (the “Tenant Improvements”). If Tenant makes any revision to the space plan after such space plan has been approved by both Landlord and Tenant, then Tenant shall pay all additional costs and expenses incurred as a result of such revisions, including Landlord’s construction supervision fee of ten percent (10%) to manage and oversee the work to be the obligation of Lessor under this Lease Agreementdone on Tenant’s behalf. All such improvements and alterations made by Lessee shall be undertaken only Tenant agrees to pay to Landlord, promptly upon advance approval of Lessorbeing billed therefor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs and expenses incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, changes requested by Tenant. Such costs and expenses shall include all amounts charged by the contractor performing the work (the “Contractor”) for performing such work and providing such materials (including the workContractor’s general conditions, if any, overhead and profit). Tenant will be billed for such costs and expenses as follows: (i) forty-five percent (45%) of ▇▇▇▇▇▇'s engineer, architect such costs and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and expenses shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with upon Tenant’s approval of the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable when such work is fifty percent (50%) completed; (iii) ten percent (10%) (i.e., the outstanding balance) of such costs and expenses shall be due and payable upon substantial completion. If unpaid within thirty (30) days after receipt of invoice, then the outstanding balance shall accrue interest at the rate of eight one percent (81%) per month until paid in full. The Expansion Space shall be deemed to be substantially complete when the work to be performed by Landlord pursuant to the plans approved by Landlord and Tenant (the “Plans”) has been completed, as certified by Landlord’s architect, except for items of work and adjustment of equipment and fixtures that can be completed after the Expansion Space are occupied without causing material interference with Tenant’s use of the Expansion Space (i.e, “punch list items”). Notwithstanding the foregoing, The Expansion Commencement Date shall remain the date specified in Section 1 hereinabove regardless of any delays in the substantial completion of the work. Landlord covenants and agrees that all work performed in connection with the construction of the Expansion Space shall be performed in a good and workmanlike manner and in accordance with the final approved Plans. Landlord agrees to exercise due diligence in completing the construction of the Expansion Space. Landlord agrees to repair and correct any work or materials installed by Landlord or its Contractor in the Expansion Space that prove defective as a result of faulty materials, equipment, or such greater amount workmanship and that first appear within three hundred sixty (360) days after the date of occupancy of the Expansion Space. Notwithstanding the foregoing, Landlord shall not be responsible to repair or correct any defective work or materials installed by Tenant or any contractor other than Landlord’s Contractor, or any work or materials that prove defective as a result of any act or omission of Tenant or any of its employees, agents, invitees, licensees, subtenants, customers, clients, or guests. During construction of the Tenant Improvements in the Expansion Space with the approval of the Landlord, Tenant shall then be permitted by lawreasonable access to the Expansion Space, per annumas long as such access does not interfere with or delay construction work on the Expansion Space for the purposes of taking measurements, making plans, installing trade fixtures, and doing such other work as may be appropriate or desirable to enable Tenant eventually to assume possession of and operate in the Expansion Space.

Improvements. 4.1 In taking possession of the leased premises, ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in good, clean and tenable condition, subject only to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee ▇▇▇▇▇▇ shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annum.

Improvements. 4.1 In taking possession Lessee hereby accepts the Premises in its present condition without any obligation upon Lessor to make any repairs or restoration thereto except as specifically provided in this Lease, including Addendum “A” and Addendum “B” (which items have been completed by Lessor at Lessor’s sole cost and expense as of the leased premises, ▇▇▇▇▇▇ acknowledges Effective Date) attached hereto and made a part hereof. It is further agreed that same were on this Lease is made by Lessor and accepted by Lessee under the date of occupancy in good, clean distinct understanding and tenable condition, subject only agreement that Lessor shall have the right and privilege to make and build additions to the Building as it may deem wise and advisable without any liability to Lessee therefore, provided such additions do not materially and adversely interfere with Lessee’s business operations from the Premises. A. Lessee shall not make any alterations, additions or improvements in or to the Premises without first obtaining the prior written consent of Lessor, which consent shall not be unreasonably withheld, conditioned or delayed. Lessee hereby waives all rights to make repairs at the expense of Lessor as provided by any law or statute or ordinance now or hereafter in effect. Notwithstanding any provision of this Section 7.3A to the contrary, Lessee may, without Lessor’s consent, make interior, non-structural, cosmetic alterations aggregating less than $25,000 in cost each calendar year during the Term, provided that Lessee uses first class materials, such work is performed in a good and workmanlike manner, no walls, doors or windows are moved, and no building systems such as HVAC distribution, electrical distribution or fire protection are affected. Lessor shall timely process and review Lessee’s plans for Lessee’s alterations, additions and improvements in order to allow the timely construction of such items and allow Lessee to commence its business operations from the Premises by the dates specified in Section 3.1. In the event Lessee submits plans for alterations, additions or improvements which are not typically associated with business offices, such atypical items are referred to as “Extraordinary Lessee Improvements”. Lessor has may condition its approval of Extraordinary Lessee Improvements on Lessee’s agreement to reimburse Lessor to remove the Extraordinary Lessee Improvements at the expiration or earlier termination of this Lease. The estimated removal cost shall be mutually agreed upon as part of Lessor’s approval of the plans and specifications for such Extraordinary Lessee Improvements. Lessor hereby agrees that a fitness center, polished concrete floors, open ceilings and other modern finishes inside the Premises are acceptable. Lessor further agrees that Extraordinary Lessee improvements (including, but not limited to make at Lessor's expense pool, slide between floors, raised floors, rock climbing walls and which cafeteria) are set forth on Exhibit "C" attached heretoacceptable to Lessor so long as (a) they do not negatively affect the appearance of the Building from the outside or damage the exterior of the Building, if there (b) they are anysafely within the engineered tolerances of the Building in the judgment of the Building’s structural engineer, (c) they are engineered to the same standards as the Building, (d) they are built in accordance with all applicable laws, ordinances and building codes, (e) their use is fully insured by Lessee, and (f) both parties agree upon estimated removal costs and possible deposits to return the Building to its current condition in accordance with the process outlined above. 4.2 Lessee agrees to make at its own expense all alterations and B. All alterations, additions or improvements to the leased premises except as otherwise indicated to be Premises, installed at the obligation expense of Lessor under this Lease Agreement. All such improvements or Lessee, except movable office furniture, Lessee’s trade fixtures and alterations made by Lessee shall be undertaken only upon advance approval of Lessorequipment, shall be made under become the supervision, direction and control property of Lessor's architect, shall be made in good and workmanlike manner according Lessor upon the installation thereof unless otherwise agreed to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architectboth parties, and shall be in keeping surrendered with the historical character of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises Premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annumLease.

Improvements. 4.1 In taking possession of the leased premises, ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in good, clean and tenable condition, subject only (a) Lessee shall not make any improvements or alterations to the repairs Premises, including additions or improvements which deletions of equipment or other fixtures (“Improvements”) without in each instance submitting plans and specifications for Improvements to Lessor has agreed and obtaining Lessor’s prior written consent, provided that (subject to Section 16 below) Lessee without Lessor’s consent may make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements non-structural Improvements to the leased premises except as otherwise indicated to be Premises not in excess of $200,000 in the obligation of aggregate. Lessor under this Lease Agreementmay withhold consent in its reasonable discretion and may impose any conditions it chooses on such consent. All such improvements and alterations made by Lessee At Lessor’s option, Lessor’s employees or contractors shall be undertaken only upon advance approval of Lessor, shall be made under perform the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character of the building. All alterations and improvements performed work on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheldImprovements. Lessee shall pay for the cost of all architectural, engineering Improvements. Lessee shall pay all taxes applicable to such Improvements. (b) All fixtures and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration building system equipment now a part of the leased premisesPremises, including or hereafter constructed in the workPremises by either Lessor or Lessee, if anyshall become Lessor’s property upon installation, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements except for fixtures which Lessee can remove without undue harm to the leased premises, Premises and that Lessor requires Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, remove at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the Lessee’s cost upon expiration or termination of this Lease. The removal of manufacturing, processing and office equipment is governed by Section 6(d). (i) The Parties acknowledge that Lessee has installed certain fixtures and building system equipment (such as HVAC equipment) prior to the Commencement Date of this Lease. Title to all such Improvements shall automatically be transferred to Lessor upon the Commencement Date; provided, however, that Lessee shall continue paying all applicable taxes on such Improvements throughout the term of this lease Lease. CONFIDENTIAL TREATMENT REQUESTED BY DIVERSEY, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. (c) The following requirements shall apply to all Improvements: (i) Prior to commencement, Lessee shall furnish to Lessor building permits, environmental permits, certificates of insurance reasonably satisfactory to Lessor, and, at Lessor’s request, a notice of commencement; (ii) Lessee shall perform all work related to Improvements so as to maintain peace and harmony among other contractors serving the Premises and shall avoid interference with other work to be performed or services to be rendered in the Premises; (iii) The work on Improvements shall be deemed to have been abandoned performed in a good and workmanlike manner, meeting the standard for construction and quality of materials in the Facility, and shall become the property of Lessor to be disposed of as Lessor deems expedient, comply with all costs of cleanup insurance requirements and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. all applicable laws, ordinances and regulations; (iv) Lessee shall not permit any mechanic's or materialmen's liens Lessor, at Lessor’s option, to stand against the leased premises or against the Central School supervise all work on Improvements; and (v) Upon completion, Lessee shall furnish Lessor with contractor’s affidavits and Lessor may require appropriate assurances by way full and final statutory waivers of bondliens, deposit or other reasonable procedure to protect against such liens as-built plans and mayspecifications, should such liens arise out of Lessee's acts hereunder, pay and discharge same receipted bills covering all labor and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annummaterials.

Improvements. 4.1 In taking possession The Tenant will not make any repairs, alterations, replacements, decorations or improvements to any part of the leased premises, ▇▇▇▇▇▇ acknowledges that same were on Leased Premises without first obtaining the date of occupancy in good, clean and tenable condition, subject only Landlord’s prior written approval which approval shall not be unreasonably withheld or delayed. The Tenant shall submit to the repairs or improvements which Lessor Landlord details of the proposed work, such indemnification against liens, costs, damages and expenses as the Landlord shall require and evidence satisfactory to the Landlord that the Tenant has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached heretoobtained, if there are any. 4.2 Lessee agrees to make at its own expense sole expense, all alterations necessary consents, licences and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreementapprovals from all governmental authorities having jurisdiction. All such repairs, replacements, alterations, decorations or improvements and alterations made by Lessee the Tenant to the Leased Premises approved of by the Landlord shall be undertaken only upon advance approval of Lessor, shall be made under at the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character sole cost of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ Tenant, shall be performed by competent contractors workmen in a good and subcontractors workmanlike manner and shall be subject to the reasonable supervision of the Landlord. Any such repairs, replacements, alterations, decorations or improvements made by the Tenant without the prior written consent of the Landlord, or, which are not in accordance with the drawings and specifications approved by Lessorthe Landlord, as aforesaid, shall, if requested by the Landlord, be promptly removed by the Tenant at its expense and the Leased Premises restored to their previous condition. Provided, notwithstanding anything herein contained, no repair, replacement, alteration, addition, or improvement to the Leased Premises by or on behalf of the Tenant shall be permitted which approval shall not unreasonably be withheldmay weaken or endanger the structure or adversely affect the condition or operation of the Leased Premises or the Building or diminish the value thereof, or restrict or reduce the Landlord’s coverage for zoning purposes. Lessee shall pay for all architectural, engineering and other services Any and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premisesrepairs, including the workreplacements, if anyalterations, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations additions or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to Leased Premises which may affect the lease premises. 4.3 At the expiration or termination structure of the term Leased Premises or any part of this Lease Agreementthe Building or which are to be installed outside the Leased Premises, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be performed only by the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises Landlord at the expiration or termination of this term of this lease shall Tenant’s sole cost and expense and upon such other terms and conditions as may be deemed to have been abandoned and shall become imposed upon the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at Tenant by the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annumLandlord.

Improvements. 4.1 In taking possession of the leased premises, ▇▇▇▇▇▇ 7.1 Spectrum hereby acknowledges that same were on Zentaris is the date owner of occupancy all Inventions and/or Improvements developed by Zentaris and Spectrum shall acquire no rights, title or interest whatsoever in goodor to any such Inventions and/or Improvements, clean and tenable conditionexcept as specifically provided herein. 7.2 In the event that, subject only during the continuance of this Agreement, Zentaris develops any Improvements with respect to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached heretouse of Contract Products and/or D-63153 in the Field, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation Zentaris shall furnish Spectrum with timely written notice of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architectImprovements, and shall be furnish Spectrum with a data package which, in keeping Zentaris' reasonable opinion, contains all information, know-how and other data as Spectrum will require in order to implement such Improvements. Zentaris shall, and hereby does, grant Spectrum an exclusive, perpetual, royalty-free license to use all Improvements and all information, know-how and other data pertaining to all Improvements furnished by Zentaris to Spectrum hereunder for the purpose of developing, selling, offering for sale and importing Contract Products and/or D-63153 in the Field and in the Territory, and subject to the limitations as provided for in Section 2 above. 7.3 Zentaris hereby acknowledges that Spectrum is the owner of all Inventions and/or Improvements developed by Spectrum and Zentaris shall acquire no rights, title or interest whatsoever in or to any such Inventions and/or Improvements, except as specifically provided herein. 7.4 In the event that, during the continuance of this Agreement, Spectrum develops any Improvements with respect to the historical character use of Contract Products and/or D-63153 in the buildingField, Spectrum shall furnish Zentaris with timely written notice of such Improvements, and shall furnish Zentaris with a data package which, in Spectrum's reasonable opinion, contains all information, know-how and other data as Zentaris will require in order to implement such Improvements in Zentaris' Regulatory Approvals and for manufacture, production, distribution, marketing, sale and/or use of any products whatsoever. All alterations Spectrum shall, and improvements performed on hereby does, grant Zentaris an exclusive, worldwide, perpetual, royalty-free license to use all Improvements and all information, know-how and other data pertaining to all Improvements furnished by Spectrum to Zentaris hereunder, outside the leased premises by ▇▇▇▇▇▇ Territory and within the Territory outside the Field for any purpose whatsoever. 7.5 Each Party shall be performed entitled to disclose all Improvements disclosed to it by competent contractors and subcontractors approved by Lessorthe other Party during the period of this Agreement to, which approval shall not unreasonably be withheldin Zentaris' case, its licensees and, in Spectrum's case, its sublicensees. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination of During the term of this Lease Agreement, all improvements the use of Zentaris' Improvements by any sublicensees of Spectrum and alterations made to the leased premises use of Spectrum's Improvements by Lessee shall remain with the leased premises any licensee of Zentaris is free of charge. All information regarding such Improvements and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease Inventions shall be deemed Confidential Information and each Party, and each of its licensees, shall keep such information confidential pursuant to have been abandoned and shall become the property terms of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annumSection 12.

Improvements. 4.1 In taking possession 2.3.1 Landlord shall deliver the Premises to Tenant on the Tender Date in a vacant, clean condition with all physical injury or damage to the Premises (exclusive of normal wear and tear or damage to carpeting or cosmetic elements of the leased premisesPremises) repaired and all property from previous occupants removed (unless otherwise approved in advance by Tenant), ▇▇▇▇▇▇ acknowledges without (a) any obligation on Landlord’s part to undertake any improvements or alterations therein; or (b) any representations or warranties regarding the condition thereof. Notwithstanding the foregoing, Tenant shall, at Tenant’s sole cost and expense, subject to application of the Tenant Improvement Allowance, construct in the Premises the Tenant Improvements described in the Work Agreement in accordance with the terms of the Work Agreement. In the event that same were on Landlord and Tenant have not finally agreed upon the scope and details of the Tenant Improvements as of the date of occupancy execution of this Lease, Tenant’s submissions to Landlord of plans and specifications detailing such work shall be subject to Landlord’s written approval in good, clean and tenable condition, subject only to accordance with the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Work Agreement. All such improvements and alterations made by Lessee The Tenant Improvements shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according subject to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by LessorLandlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed, except to the extent that any component of the Tenant Improvements is structural in nature or affects, or involves a change that materially affects the base Building or any of the base Building systems (including without limitation the plumbing, electric, HVAC, mechanical or life safety systems) therein, which Tenant Improvements shall be withheldapproved or rejected by Landlord in its sole discretion. Lessee The Tenant Improvements shall pay for comply with all architecturalapplicable building codes, laws and regulations (including, without limitation, Access Laws), shall not require any changes to or modifications of any of the mechanical, electrical, plumbing or other systems of the Building, and shall otherwise be constructed in strict accordance with the terms of the Work Agreement. 2.3.2 The cost of all design, architectural and engineering work, construction costs, construction supervision, contractor’s overhead and other services profit, licenses and permits, and all other costs and expenses incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration the Tenant Improvements shall be at Tenant’s sole cost and expense, subject to the application of the leased premises, including Tenant Improvement Allowance as more fully set forth in the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewithWork Agreement. Prior to undertaking any alterations or improvements to Landlord shall pay the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to Tenant Improvement Allowance as provided in the lease premises. 4.3 At the expiration or termination Work Agreement. All costs incurred in respect of the term Tenant Improvements in excess of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee Tenant Improvement Allowance shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee Tenant as more fully set forth in the Work Agreement. 2.3.3 Tenant shall not permit any mechanic's or materialmen's liens use commercially reasonable efforts to stand against ensure that the leased premises or against the Central School Tenant Improvements are designed in a manner consistent with Landlord’s commercially reasonable sustainability practices and Lessor may require appropriate assurances certain Green Agency Ratings (as determined by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%Landlord in its sole discretion exercised in good faith), or such greater amount including without limitation the SMACNA “IAQ Guidelines for Occupied Buildings under Construction” 1995, Chapter 3. Tenant shall use commercially reasonable efforts to obtain and maintain LEED for Commercial Interiors certification with respect to the Tenant Improvements, and Tenant shall register the Premises with the U.S. Green Building Council prior to completion of the Contract Documents (as shall then be permitted by law, per annumdefined in the Work Agreement).

Improvements. 4.1 In taking possession of the leased premises, ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in good, clean and tenable condition, subject only to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with acknowledge that ▇▇▇▇▇▇'s improvement or alteration of ▇ intends to make substantial improvements and changes to the leased premises, including Building Premises and the work, if any, of ▇▇▇▇▇▇'s engineer, architect Office Premises and to construct a building and other agents connected therewithimprovements on the Ground Premises. Prior to undertaking any alterations or improvements to Within six (6) months after the leased premisesexecution of this Lease, Lessee shall obtain and deliver to Lessor will provide a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to conceptual plan (the lease premises. 4.3 At “Conceptual Plans”) for the expiration or termination of the term of this Lease Agreement, all improvements and alterations made that Lessee intends to make at the Leased Premises, which will be subject to Lessor’s review and approval (which approval shall not be unreasonably withheld). Lessee shall not be required to obtain Lessor’s approval for any improvements or alterations to the leased premises extent the same are included in the Conceptual Plans. All such improvements, and any other alterations made by Lessee shall remain with at the leased premises Leased Premises (except to the extent Lessor has already approved the same based on its review and approval of the Conceptual Plans) shall be subject to the property terms set forth on Exhibit B hereto. The cost of Lessor. Lessee shallsuch substitutions, at its expenseadditions, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration modifications or termination of this term of this lease improvements shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. All such substitutions, additions, modifications or improvements made by Lessee shall be made in a good and workmanlike manner, between such hours and by such contractors or mechanics as may be approved in writing by Lessor, and in such a way that utilities will not be interrupted and other tenants and occupants of the Project will not suffer unreasonable inconvenience or interference. Both during and after the performance of any work, Lessor shall have free access to any and all mechanical installations in the Leased Premises, including, but not limited to, air conditioning, fans, ventilating systems, machine rooms and electrical closets; and ▇▇▇▇▇▇ agrees not to construct or permit the installation of partitions and/or other obstructions in the Leased Premises which might interfere with Lessor’s free access to the Leased Premises or Project, or impede the free flow of air to and from air vents and other portions of the heating, air conditioning and ventilating systems in the Leased Premises or Project. All alterations, installations, additions or improvements upon the Leased Premises made by either party (including, without limitation, any mechanic's building and other improvements constructed on the Ground Premises), except any trade fixtures and other improvements installed and paid for by Lessee (including, without limitation, computers, servers, fans, louvers, transformers, switch gears, wiring, cabling and similar equipment) (collectively, “Lessee’s Property”), shall become the property of Lessor and remain upon, and be surrendered with, the Leased Premises, at the end of the Term. At Lessor’s request, ▇▇▇▇▇▇ shall execute a bill of sale or materialmen's liens other transfer document to stand against evidence the leased premises transfer of such alterations, installations, additions or against the Central School and improvements to Lessor. Lessor may elect, in writing, at the time Lessor approves any alterations, installations, additions or improvements that Lessee desires to make to the Leased Premises, to require appropriate assurances Lessee, at its expense, to remove any such alterations, installations, additions or improvements made by way Lessee upon the Leased Premises, and, if Lessor shall so elect, Lessee shall remove the same upon the expiration of bondthe Term of this Lease Agreement and repair and restore any damage to the Project or Leased Premises caused by the removal of those items. At the end of the Term, deposit Lessee at its expense shall remove any or other reasonable procedure to protect against such liens and may, should such liens arise out all of Lessee's acts hereunder’s Property and shall remove such movable trade fixtures, pay equipment, furniture and discharge same other personal property by Lessee upon the Leased Premises, and such amounts Lessee shall become due repair and payable restore any damage to Lessor from Lessee with interest at the rate Project or Leased Premises caused by the removal of eight percent (8%), or such greater amount as shall then be permitted by law, per annumthose items.

Improvements. 4.1 In taking possession of Without Landlord's consent, Tenant shall have the leased premisesright, ▇▇▇▇▇▇ acknowledges that same were at any time and from time to time, to erect, construct, and install on the date of occupancy in goodLand any and all buildings, clean structures and tenable conditionother improvements, subject only to including, but not limited to, the repairs or improvements which Lessor has agreed to make at Lessor's expense Financed Improvements and which are set forth on Exhibit any and all utility lines, pipes, connections and fixtures (herein sometimes collectively called "C" attached heretoImprovements") and any and all machinery, if there are any. 4.2 Lessee agrees to make at its own expense all alterations equipment, signs, trade fixtures, furniture, furnishings, appointments and improvements to the leased premises except as otherwise indicated other personal property to be the obligation of Lessor under this Lease Agreement. All such improvements located therein and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor utilized in connection with ▇▇▇▇▇▇the use and operation thereof ("Personalty"). Without Landlord's improvement consent, Tenant shall also have the right to change, alter, raze, remove or alteration add to any Improvements, or any part thereof, now existing or hereafter erected, constructed or installed on the Land and remove the Personalty installed or placed in, on, or about the Improvements and the Land. Notwithstanding the foregoing, so long as the Lease is in effect, Tenant's rights hereunder shall be subject to the restrictions of the leased premises, Lease. Landlord acknowledges and agrees that title to the existing Improvements and Personalty and all future Improvements and Personalty (including the work, if any, of ▇▇▇▇▇▇'s engineer, architect Financed Improvements) is and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination of remain in Tenant during the term of this Lease AgreementGround Lease, provided that all improvements Improvements and alterations made to Personalty which are not removed by the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at Tenant within ninety (90) days following the expiration or termination of this term of this lease shall be deemed to have been abandoned and Ground Lease shall become the property of Lessor Landlord, and if so requested by Landlord, Tenant shall execute, acknowledge and deliver to Landlord a proper instrument in writing, releasing and quitclaiming to Landlord all right, title and interest of Tenant in and to the Improvements and Personalty remaining on the Land. In the event Landlord shall fail or refuse to sign and deliver any application for building and other permits required, if any, for the erection, construction and installation of Improvements (if same is required to be disposed signed by Landlord) within ten (10) days after Tenant submits same to Landlord for execution, for all building and other permits and licenses necessary for the erection, construction and installation of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%)Improvements, or for the use and operation of the Land and for certificates of occupancy, then Tenant shall have the right and authority to sign any such greater amount as application in the name of the Landlord. This provision shall then be permitted by lawconstitute an irrevocable power-of-attorney coupled with an interest, per annumbut only for these purposes.

Improvements. 4.1 In taking possession of the leased premises, ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in good, clean and tenable condition, subject only to the repairs No alteration or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the termsSubleased Premises, conditions and requirements set by ▇▇▇▇▇▇ and its architectexcept in accordance with the Master Lease, and shall be in keeping with the historical character prior written consent of both Master Lessor (in accordance with the terms of the buildingMaster Lease) and Sublessor (which consent shall not be unreasonably withheld, conditioned, or delayed provided the consent of Master Lessor has been obtained). All alterations Subject to the foregoing, Sublessee shall construct, at its sole cost and expense, in accordance with the requirements of this Sublease and the Master Lease, the improvements performed on described in Exhibit C, including demising the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval Subleased Premises from the remainder of the floor (the "Initial Alterations"). Sublessor shall not unreasonably be withheld. Lessee withhold, condition, or delay its consent to the plans (the “Plans”) for the Initial Alterations and, in any event, shall pay for all architecturalapprove or disapprove of any such plans within five (5) business days after receipt thereof, engineering and other services and all costs incurred by Lessor in connection with subject to receipt of Master ▇▇▇▇▇▇'s improvement or alteration ’s consent. If Sublessor reasonably disapproves of the leased premisesPlans, including or any portion thereof, Sublessor shall notify Sublessee thereof and of the workrevisions which Sublessor reasonably requires in order to obtain Sublessor’s approval. As promptly as possible thereafter, if anySublessee shall submit to Sublessor revised Plans incorporating the revisions required (which revisions shall be subject to Sublessor’s approval, which shall not be unreasonably withheld, conditioned, or delayed). The foregoing process shall be repeated until Sublessor finally approves all of the Plans, subject to receipt of Master ▇▇▇▇▇▇'s engineer’s consent. Sublessor shall pay Master Lessor’s fees (if any) to review such work up to $35,000.00 (the “Review Fee Cap”), architect and other agents connected therewithwith any additional amounts exceeding the Review Fee Cap to be payable by Sublessee. Prior As part of its obligations hereunder, Sublessor shall use commercially reasonable efforts to undertaking any alterations or improvements coordinate with Master Lessor to the leased premises, Lessee shall promptly obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove Master ▇▇▇▇▇▇'s goods and effects’s consent to any Initial Alterations or subsequent alterations, including trade fixturesadditions, machineryor improvements. Sublessee shall use diligent, good faith, commercially reasonable efforts to complete the Initial Alterations, subject only to normal punchlist items, and equipmentobtain final governmental approval of thereof (“Substantially Complete”) before the Commencement Date and may not occupy the Subleased Premises for the conduct of business until the demising work has been Substantially Completed. If Sublessee fails to Substantially Complete the demising work before the Commencement Date, in addition to its other remedies, Sublessor may perform such work at Sublessee’s cost (the “Self Help Right”); provided, however, that for the avoidance of doubt, Sublessor’s Self Help Right shall be limited to demising the Subleased Premises from the remainder of the Premises and quit and deliver up not for the leased premises performance of any other portion of the Initial Alterations. Notwithstanding anything in this Sublease or the Master Lease to Lessorthe contrary, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at Sublessee shall not be required to remove or restore upon the expiration or earlier termination of this term Sublease (a) the Initial Alterations or any future alterations, additions or improvements by Sublessee except to the extent, in either case, required by Master Lessor or (b) any alteration, addition, or improvement existing as of this lease the date the Subleased Premises are delivered to Sublessee and, to the extent that any such restoration and removal of alterations, additions or improvements existing as of the date the Subleased Premises are delivered to Sublessee is required by Master Lessor, such restoration and removal as set forth in subsections (a) and (b) above shall be deemed to have been abandoned performed by Sublessor at Sublessor’s sole cost and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annumexpense.

Improvements. 4.1 In taking possession A. Lessee acknowledges that it has examined the Premises, and agrees to accept Premises "as- is", based solely upon its own investigation and without warranty by SEPTA as to the condition or suitability of the leased premisesPremises for Lessee or Lessee's Permitted Use. In addition to the Initial Improvements, ▇▇the Lessee has the right, but not the obligation, to make, or to allow Sublessee to make, “Improvements” to the Premises as it deems appropriate, helpful, useful, or related to the Permitted Use and/or the operation of the Premises; provided that advanced written approval is obtained from SEPTA. “Improvements” shall be defined as those changes, modifications, additions, expansions, enhancements, renovations, reconstructions, etc. that have a material impact on the Premises or some portion of the SEPTA, when such work, results or impact is not easily reversible. The Lessee shall be responsible and liable for Improvements on the Premises and shall ensure that all work and results related to Improvements comply with all applicable laws, statutes, regulations, ordinance and good business practices, and are maintained in good condition and repair at all times. SEPTA reserves the right to deny a request to make proposed Improvements at its own discretion. The Parties agree that SEPTA shall have no obligation, responsibility or liability with regard to, or for any cost, expense, injury, damage or destruction associated with, the planning, design, construction, execution, operation, execution, maintenance, or existence of any Improvements made on the Premises or on SEPTA Property. If any Improvements, or any work related in any way to any Improvements, cause any damage or destruction to the Premises or any SEPTA Property, the Lessee, at its own expense, shall be responsible and liable for taking all actions necessary for the Restoration of SEPTA Property. If Lessee fails to make such Restoration in a reasonable period of time, SEPTA may, but is not obligated to, make such Restoration, and SEPTA may ▇▇▇▇ acknowledges Lessee, to be treated as Additional Rent, for such Restoration work performed by SEPTA. The Parties understand and acknowledge that same were on the date of occupancy in good, clean and tenable condition, subject only due to the repairs or improvements which Lessor has agreed to make nature of Improvements, as defined hereunder, Improvements can generally not be removed from the Premises at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character Termination Date of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premisesLease. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annum.

Improvements. 4.1 In taking possession Landlord agrees to perform, at Landlord's expense (except as hereinafter provided), the work ("Landlord's Work") within the Premises described in or shown on, and substantially in accordance with, the Construction Drawings. Tenant shall, at its expense (except as provided in the next sentence), prepare the construction drawings (the "Construction Drawings") for Landlord's Work. Provided that Tenant is not in default under this Lease beyond the expiration of applicable notice and cure periods and shall have taken occupancy of the leased premisesPremises for business, Landlord shall reimburse Tenant up to $55,908.17 (the "Plan Allowance") for the architectural and engineering fees incurred by Tenant in preparing the Construction Drawings, such reimbursement to be made within thirty (30) days of Landlord's receipt of a reasonably detailed invoice from Tenant describing such fees. The Construction Drawings shall be subject to Landlord's approval; and Landlord shall have the right, by notice to Tenant at or prior to the time of its approval of the Construction Drawings, to modify the Estimated Substantial Completion Date based upon the nature of the work shown on the Construction Drawings. Tenant agrees that the Construction Drawings shall be prepared in a diligent and efficient manner so that Landlord's final approval thereof is obtained by March 15, 1998. Tenant acknowledges and agrees that the general contractor for Landlord's Work shall be B▇▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in good, clean and tenable condition, subject only to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character of the building. All alterations and improvements performed on the leased premises by ▇& E▇▇▇▇▇ Inc. ("BB&E"). The general contractor's fee to be charged by BB&E shall not exceed three (3%) percent of the aggregate costs of Landlord's Work; and the general conditions component of the costs of Landlord's Work shall not comprise more than six (6%) percent of the aggregate costs of Landlord's Work. Landlord agrees to require BB&E to obtain, to the extent reasonably obtainable, bids from no more than five (5) and no less than three (3) subcontractors for all trades necessary to complete Landlord's Work. All subcontractor bids shall be performed by competent subject to Tenant's approval. If Tenant fails to respond to a request for approval of a subcontractor bid within three (3) business days of Landlord's request therefor, such approval shall be deemed given. Landlord agrees to undertake construction of the Premises in accordance with the provisions hereof in a good and workmanlike fashion and in compliance with applicable codes. Without limiting the foregoing, Landlord shall, at its expense (in addition to the Plan Allowance and Landlord's Contribution, as hereinafter defined), cause the restrooms on each floor of the Premises to comply with the ADA as in effect on the date hereof. Tenant's vendors and contractors shall be permitted entry to the Premises prior to the Term Commencement Date for the installation of Tenant's equipment and subcontractors approved by Lessorfurnishings (including cabling and wiring) and the performance of such other work as Tenant may desire (subject to the provisions of Section 5.5 hereof), which approval provided that such installation and other work shall not unreasonably be withheldinterfere with the performance of Landlord's Work. Lessee Landlord shall use reasonable efforts to coordinate and schedule Landlord's Work so that Tenant may perform its work on a floor-by-floor basis. In the event that Tenant shall request and Landlord shall approve supplementary plans or specifications or work or changes to the Construction Drawings, then Landlord shall render to Tenant an estimate of the additional cost of such plans or specifications, work or changes and (unless such cost, when added to the other costs of Landlord's Work, will not exceed Landlord's Contribution) Tenant shall pay such amount to Landlord prior to Landlord having any obligation to undertake any such work; provided, however, that Tenant shall be responsible for all architecturalany delays in the performance or substantial completion of Landlord's Work on account of any such supplementary plans or specifications, engineering work or changes requested by Tenant. Landlord shall notify Tenant of any such delays, and other services and all costs incurred of any delays caused by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration any change order requests initiated by Landlord, promptly upon Landlord becoming aware of the leased premisessame. The costs and expenses to prepare any supplementary plans or specifications or to make any changes to the Construction Drawings shall be Tenant's responsibility. Landlord shall respond to any request for approval under this paragraph within three (3) business days of Tenant's written request therefor; and if Landlord fails to respond within such three (3) business day period, including Landlord's approval of the worksupplementary plans or specifications or work or the changes to the Construction Drawings shall be deemed given. Landlord shall contribute $17.50 per square foot of rentable area of the Premises ("Landlord's Contribution") towards the costs of Landlord's Work, which costs shall include, without limitation, demolition costs and the costs, if any, incurred by Landlord to engage an architect or engineer to review the Construction Drawings to determine their compliance with the ADA. Tenant shall reimburse Landlord for all costs of ▇▇▇▇▇▇Landlord's engineer, architect Work in excess of Landlord's Contribution within thirty (30) days of billing(s) from time to time (whether before or after the Term Commencement Date) therefor (accompanied by documentation supporting such excess costs). If Landlord's Contribution exceeds the costs of Landlord's Work and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At Tenant is not in default under this Lease beyond the expiration or termination of the term of this Lease Agreementapplicable notice and cure periods, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee such excess shall, at its expenseTenant's election, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanicLandlord to Tenant within thirty (30) days of Tenant's notice to Landlord of such election or materialmenbe credited against Tenant's liens obligation to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure pay Base Rent until such excess is reduced to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annumzero.

Improvements. 4.1 In taking possession The "Improvements" on the Leased Premises shall consist of and be deemed to include the buildings, structures, and equipment to be located, erected, constructed, or installed by or on behalf of Lessee on the Leased Premises during the lease term, including without limitation all buildings, machinery, equipment, heating, plumbing, corn processing equipment, and related fixtures constructed for the use and operation of an ethanol facility. Improvements shall not include personal property located on or at, and used or useful in connection with the operation or maintenance of, the Leased Premises. Prior to constructing the Improvements on the Leased Premises, Lessee shall obtain Lessor's prior written consent of the leased premisessite layout, ▇▇▇▇▇▇ acknowledges that same were architectural drawings and any other drawings reasonably requested by Lessor for the Improvements in accordance with this paragraph. The plans and drawings shall be prepared by licensed architects and engineers at Lessee's cost and expense, and submitted by Lessee to Lessor for Lessor's written approval or any revisions required by Lessor. Lessor shall not unreasonably withhold approval, and in the event of disapproval, Lessor shall give to Lessee an itemized statement of reasons for disapproval within 30 days after the plans and drawings are submitted to Lessor. Lessee shall strictly comply with the following provisions relating to the construction of any and all Improvements on the date of occupancy in good, clean and tenable condition, subject only to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any.Leased Premises: 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee (a) No construction shall be undertaken only upon advance approval until Lessee shall have procured and delivered to Lessor an affidavit setting forth the equity level raised and construction financing committed for completion of Lessor, the Improvements as designed; (b) No construction shall be made undertaken until Lessee shall have procured and paid for all municipal and other governmental permits and authorizations of the various municipal departments and governmental subdivisions having jurisdiction, relating to the particular phase of the construction to be undertaken; (c) The construction shall be performed in accordance with the plans and drawings approved by Lessor and shall be conducted under the supervisionsupervision of the architect by whom the approved plans and specifications are prepared, direction and control of Lessor's architect, or by such other licensed architect as shall be made retained by and at the expense of Lessee and who shall be reasonably satisfactory to Lessor; (d) The construction shall be done promptly and in a good and workmanlike manner according to of first-class materials, and in compliance with the termsbuilding and zoning laws and with all other laws, conditions ordinances, orders, rules, regulations and requirements set of all federal, state and municipal governments and the appropriate departments, commissions, boards and officers thereof; (e) At Lessor's option, the construction shall be subject to inspection at any time and from time to time by ▇▇▇▇▇▇ Lessor and its architect, or their duly authorized representatives, and in the event that Lessor's architect shall, upon any such inspection, be of the opinion that the construction is not to be carried out in accordance with the conditions in this Article or that any of the materials or workmanship are not in conformance with the building and zoning laws and with all other laws, ordinances, orders, rules, regulations and requirements of all federal, state and municipal governments and the appropriate departments, commissions, boards and officers thereof, Lessee shall cause Lessee's architect to consult with Lessor's architect with a view of correcting any such failure to comply with the conditions hereof ; (f) At all times when construction is in progress, Lessee shall, at Lessee's sole cost and expense, maintain, or cause to be maintained, workmen's compensation insurance covering all persons employed in connection with the construction and with respect to whom death or bodily injury claims could be asserted against Lessor, Lessee or the Leased Premises and/or the building, and commercial general liability insurance naming Lessor as an additional insured and expressly covering the additional hazards due to the construction, with combined single limits of not less than $2,000,000 per occurrence for bodily injury or property. The commercial general liability insurance provided for in this subsection may be provided by an appropriate endorsement, if obtainable, upon the insurance required to be maintained by Lessee pursuant to the Article 19 entitled "Insurance", and shall otherwise comply with all applicable requirements of Article 19. Lessee shall have the right to make such alterations, improvements, and changes to any Improvements that may from time to time be on the Leased Premises as Lessee may deem necessary, or to replace any Improvements; provided however, in keeping with the historical character all cases Lessee shall have first obtained Lessor's written approval of the building. All alterations site layout, architectural drawings and improvements performed on other drawings reasonably requested by Lessor for the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessoralteration, improvement, change or replacement, which approval shall not be unreasonably be withheld. Lessee shall pay for all architecturalnot, without the written consent of Lessor, connect or interconnect the Improvements to or with any other structure not located entirely on the Leased Premises. The ethanol plant design, operations, plans and drawings provided to or inspected by Lessor pursuant to this Section including but not limited to specifications, photocopies, magnetic tapes, drawings, sketches, models, samples, tools, technical information, data, know-how, engineering reports, operating instructions and other services manuals and all costs incurred by Lessor in connection with ▇▇▇▇▇▇other information observed or obtained regarding Lessee's improvement or alteration of the leased premisesImprovements and operations, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned be confidential and proprietary information of Lessee. Lessor shall hold such confidential information in confidence and shall become use the property of same solely for the purposes set forth in this Section. Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee further agrees that it shall not permit make disclosure of any mechanicsuch confidential information to any person, except those employees, agents or representatives necessary to complete any inspection or review. Prior to providing the confidential information to any employee, agent or representative, Lessor will notify each person to whom such disclosure is made that the confidential information is received in confidence and shall be kept in confidence by such person. Lessor's obligation to keep the confidential information confidential shall be subject to any requirement that the confidential information be disclosed in order to comply with applicable law or materialmen's liens to stand against the leased premises regulation or against the Central School and Lessor may require appropriate assurances with any requirement imposed by way of bondjudicial, deposit administrative process or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), any governmental or such greater amount as shall then be permitted by law, per annumcourt order.

Improvements. 4.1 In taking possession The parties have agreed that Tenant shall bear the cost of the leased premises, ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in good, clean and tenable condition, subject only to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises Premises as described herein, and for expediency and efficiency, the parties have further agreed that Landlord shall not require that Landlord's contractor be used, or that Landlord be paid a construction management fee. Instead, Tenant shall, through its contractor (who shall be subject to Landlord's reasonable approval), cause to be constructed improvements to the Premises and the common areas of the Project in accordance with plans and specifications approved by Landlord and Tenant. The Premises shall be delivered to Tenant in their present condition and Tenant shall bear all costs (except as otherwise indicated provided below) pertaining to improvements to the Premises to make the Premises suitable for Tenant's use (collectively, all of the work to be performed to the obligation of Lessor under this Lease Agreement. All such improvements interior and alterations made by Lessee to the common areas shall be undertaken only upon advance approval referred to in the Lease as hereby amended as the "Tenant Improvements"), including certain common area work ("Common Improvements") for (a) remodeling restrooms in compliance with current requirements of Lessorthe Americans with Disabilities Act, shall be made under (b) painting and remodeling the supervisionlobby, direction and control (c) painting the exterior of Lessor's architect, the Building. The Tenant Improvements and the Common Improvements shall be made in accordance with plans and specifications approved by Landlord and Tenant, and completed by Tenant through a contractor who shall be subject to Landlord's reasonable approval, in a good and workmanlike manner according and in accordance with all applicable laws, rules and regulations. Tenant shall not be required to pay to Landlord a construction management fee, but shall reimburse Landlord for the actual cost (without mark-▇▇) of professional services rendered to Landlord by Landlord's architect and/or contractor (collectively "Landlord's Consultant") to review and approve the plans and specifications for the above-described work on Landlord's behalf. Landlord shall not be liable for the costs or construction of any improvements or alterations to the termsPremises or the Project, conditions and requirements set by ▇▇▇▇▇▇ and its architectexcept as provided hereinbelow. In the event the actual cost of construction of the Common Improvements exceeds $150,000, Tenant shall be reimbursed such excess amount (the "Excess Common Cost"). The Excess Common Cost shall be reimbursed to Tenant upon completion of the Tenant Improvements in accordance with the Final Plans, and Landlord's receipt of (i) a certificate of occupancy from the City of Menlo Park, (ii) unconditional lien waivers from all contractors and subcontractors, and (iii) copies of all invoices pertaining to the work. Landlord's Consultant shall be in keeping good faith determine the costs allocable to the Tenant Improvements and to the Common Improvements. Should Tenant disagree with the historical character determination by Landlord's Consultant ("Landlord's Determination"), Tenant shall have the right to dispute such determination by providing written notice within five (5) days after receipt of the buildingLandlord's Determination that Tenant elects to have such dispute arbitrated. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by LessorIf Tenant fails to give such notice, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease Tenant shall be deemed to have been abandoned accepted Landlord's Determination. If Tenant elects to have the matter arbitrated, the matter shall be arbitrated in accordance with Paragraph (e) below. Notwithstanding the foregoing, Landlord shall not be responsible for any, and Tenant shall become bear the property of Lessor to be disposed of as Lessor deems expedient, with responsibility for all costs associated with, alterations and improvements required due to Tenant's particular business or particular use of cleanup and disposal the Premises. Upon completion of goods abandoned at the leased premises Tenant Improvements, Tenant shall provide to be paid by ▇▇▇▇▇▇Landlord a full set of as-built plans depicting all of the Tenant Improvements. Lessee Tenant shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way guarantee lien-free completion of bond, deposit or other reasonable procedure to protect against all such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annumimprovements.

Improvements. 4.1 In taking possession a. As of the leased premisesFirst Floor Premises Renewal Date, ▇▇▇▇▇▇ acknowledges that same were Tenant hereby accepts the Premises in its "as-is" condition existing on the date of occupancy in good, clean and tenable condition, subject only Renewal Date. Landlord shall have no obligation to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and construct any improvements to the leased premises except Premises on behalf of Tenant. Tenant acknowledges that all obligations of Landlord pursuant to 44(j) of the Lease have been met. b. Landlord shall construct improvements ("Improvements") for the Premises in accordance with the Work Letter Agreement attached hereto as otherwise indicated Schedule 1. In connection thereto, Landlord hereby grants to Tenant an "Improvement Allowance" of up to Two Hundred Thousand and 00/100 Dollars ($200,000.00), which Improvement Allowance shall be used only for the obligation of Lessor under this Lease items specified in the Cost Breakdown, as that term is defined in the Work Letter Agreement. All The Improvement Allowance may be used towards the costs of such improvements and alterations made by Lessee Improvements throughout the initial five (5) years of the First Floor Premises Renewal Date, but in no event beyond December 31, 2004. c. Tenant hereby acknowledges that the Improvements shall be undertaken only upon advance approval constructed in accordance with Paragraph 9b. above, while Tenant is in occupancy of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architectPremises, and shall be in keeping with the historical character of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor Landlord's actions in connection with ▇▇▇▇▇▇constructing such Improvements shall in no way constitute a constructive eviction of Tenant or entitle Tenant to any abatement of rent. Landlord shall have no responsibility or for any reason be liable to Tenant for any direct or indirect injury to or interference with Tenant's improvement or alteration business arising from the construction of the leased premisesImprovements, including nor shall Tenant be entitled to any compensation or damages from Landlord for any inconvenience or annoyance occasioned by the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination construction of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain Improvements or Landlord's actions in connection with the leased premises construction of the Improvements. Notwithstanding the foregoing, Landlord shall use commercially reasonable efforts to minimize unreasonable interference with Tenant's use and shall be occupancy of the property Premises during any construction of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annumImprovements.

Improvements. 4.1 In taking possession Buyer shall have determined that all improvements, if any, on the Property are located entirely within the bounds thereof, and that there are no encroachments upon the Property by improvements or appurtenances on property adjoining the Property; and Buyer shall have determined that there are no existing violations of zoning ordinances or other laws, ordinances, restrictions or covenants applicable to the Property. Seller shall use commercially reasonable efforts to cooperate with Buyer on all matters pertaining to the satisfaction of the leased premisesforegoing conditions. The results of all inspections, tests, examinations, and studies of the Property performed (or provided to Buyer) during the Initial Conditions Period or any Extended Conditions Period must be suitable to Buyer, in its reasonable discretion. Prior to the expiration of the Initial Conditions Period or any Extended Conditions Period, Buyer may notify Seller that such results are suitable to Buyer by delivering to Seller a written Notice of Suitability. If Buyer notifies Seller in writing at any time during the Initial Conditions Period or any Extended Conditions Period that the conditions set forth in this Section 4.1(a) through Section 4.1(f) are not satisfied, or the results of its inspections, tests, examinations or studies are not suitable to Buyer (an “Objection Notice”), then Buyer shall have the right to terminate this Agreement under Section 14(d) and be entitled to an prompt refund of all the ▇▇▇▇▇▇▇ acknowledges that same were on the date of occupancy Money in goodaccordance with Section 14(d), clean and tenable condition, subject only thereafter neither party shall have any further obligation to the repairs or improvements which Lessor has agreed other hereunder. If Buyer fails for any reason to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements send Seller an Objection Notice prior to the leased premises except as otherwise indicated to be expiration of the obligation of Lessor Initial Conditions Period or any Extended Conditions Period, then Buyer’s right under this Lease Agreement. All such improvements and alterations made by Lessee Section 4.1 to terminate this Agreement shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premiseswaived. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annum.

Improvements. 4.1 In taking possession Grantee shall take, in a timely manner, all actions necessary and proper to the lawful establishment, construction, operation, and maintenance of the leased premisesImprovements, including such actions as may be necessary to obtain any required permits, approvals or authorizations from applicable governmental authorities. Any and all cuts and fills, excavations or embankments necessary in the construction, maintenance, or future alteration of the Improvements shall be made and maintained in such manner, form and extent as will provide adequate drainage of and from the adjoining lands and premises of the Grantor; and wherever any such fill or embankment shall or may obstruct the natural and pre-existing drainage from such lands and premises of the Grantor, the Grantee shall construct and maintain such culverts or drains as may be requisite to preserve such natural and pre-existing drainage, and shall also wherever necessary, construct extensions of existing drains, culverts or ditches through or along the premises of the Grantor, such extensions to be of adequate sectional dimensions to preserve the present flowage of drainage or other waters, and of materials and workmanship equally as good as those now existing. In the event any construction, repair, maintenance, work or other use of the Premises by Grantee will affect any Lines, fences, buildings, improvements or other facilities (collectively, "Other Improvements"), Grantee will be responsible at Grantee’s sole risk to locate and make any adjustments necessary to such Other Improvements. ▇▇▇▇▇▇▇ acknowledges must contact the owner(s) of the Other Improvements notifying them of any work that same were may damage these Other Improvements and/or interfere with their service and obtain the owner’s written approval prior to so affecting the Other Improvements. Grantee must mark all Other Improvements on the date of occupancy Plans and Specifications and mark such Other Improvements in goodthe field in order to verify their locations. Grantee must also use all reasonable methods when working on or near Grantor property to determine if any Other Improvements (fiber optic, clean and tenable conditioncable, subject only to the repairs communication or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee otherwise) may exist. The Grantee agrees to make keep the above-described premises free and clear from combustible materials and to cut and remove or cause to be cut and removed at its own sole expense all alterations weeds and improvements vegetation on said premises, said work of cutting and removal to the leased premises except DocuSign Envelope ID: 4639BE12-B099-4C52-A5F0-A83EDD8099B4 be done at such times and with such frequency as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements comply with Grantee and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction local laws and control of Lessor's architect, shall be made in good regulations and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services any and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration hazard of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premisesfire. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annum.

Improvements. 4.1 In taking possession 11.1 If Antares or its Associated Companies shall at any time during the term of this Agreement make or acquire any Improvement that does not constitute a major advance in the leased premisestechnology associated with the delivery of pharmaceutical products in the Technical Field that would render the Product drug delivery technology obsolete, ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in good, clean and tenable condition, subject only as distinguished from an Improvement to the repairs Products themselves or improvements which Lessor has agreed such drug delivery technology (an "Antares Improvement"), Antares shall promptly notify Ferring in writing giving details of such Improvement, including any potential royalties or other payments that would be owed to make at Lessor's expense and which are set forth on Exhibit third parties ("C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor Third Party Payments") in connection with ▇▇▇▇▇▇'s improvement the Manufacture or alteration Exploitation of such Antares Improvement, and shall, following a request for the leased premisessame, provide to Ferring such Information, explanations and materials, including samples of such Improvement and technical assistance as provided in clause 7, as Ferring may reasonably request to be able effectively to assess and utilise the worksame. Ferring shall have the right to reject such Antares Improvement at any time on written notice to Antares. All Antares Improvements shall automatically be included within the scope of this Agreement, subject to Ferring's right to reject any such Improvement pursuant to the preceding sentence. Any Information with respect to such Antares Improvements that is not covered or claimed by a Patent shall be considered Know-how and any patents or Applications with respect to such Antares Improvements shall be considered Patents. In the event that Ferring does not reject an Antares Improvement that is claimed or covered by a Patent, Ferring shall pay to Antares a fair and reasonable allocation of such Third Party Payments, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements that relate to the leased premises, Lessee shall obtain Manufacture and deliver sale of such Antares Improvement under this Agreement in an amount to Lessor a valid waiver and release of mechanic's liens be agreed upon in good faith by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of LessorParties. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease Information so provided shall be deemed to have been abandoned and shall become be provided on the property of Lessor same terms (such as clause 17 (confidentiality)) as those applicable to the Know-how agreed to be disposed provided under clause 7.1 of this Agreement. A Steering Committee with three representatives from each party shall be formed to discuss and agree on matters under this clause 11. 1. In the event that the Steering Committee representatives cannot agree whether an "Improvement" should be classified as Lessor deems expedientan "Antares Improvement" such dispute shall be referred to and finally settled by an independent expert organisation acceptable to both parties, with all the costs of cleanup and disposal of goods abandoned at the leased premises to which shall be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annumlosing party.

Improvements. 4.1 In taking possession Tenant will not make or permit anyone to make any ------------ alterations, decorations, additions or improvements, structural or otherwise, in or to the Premises (hereinafter referred to collectively as "Improvements") ------------ without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Landlord shall not unreasonably withhold its approval of any minor alterations requested to be made by Tenant not exceeding $20,000 in the aggregate in any Lease Year. All of Tenant's Improvements shall be coordinated with any work being performed by Landlord and in a manner so as not to damage the Building or interfere with construction or operation of the leased premisesBuilding and, ▇▇▇▇▇▇ acknowledges that same were on the date except for installation of occupancy in goodfurnishings, clean and tenable condition, subject only to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors or workers first approved by Landlord in writing, such approval not to be unreasonably withheld or delayed. Tenant, before its work is started, shall: secure all licenses and permits necessary therefor; deliver to Landlord a statement of the names of all its contractors and subcontractors and assurances satisfactory to Landlord protecting Landlord against liens arising out of the furnishing of such labor and materials; and cause each contractor to carry workers' compensation insurance in statutory amounts covering all the contractor's and subcontractor's employees and comprehensive public liability insurance with such limits as Landlord may reasonably require, but in no event less than a combined single limit of three million dollars ($3,000,000), and any other insurance which Landlord may from time to time reasonably require, all such insurance to be written in reputable companies reasonably approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering Landlord and other services insuring Landlord and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of Tenant as well as the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain contractors; and deliver to Lessor a valid waiver Landlord certificates of all such insurance. Tenant agrees to pay promptly when due the entire cost of any work done on behalf of Tenant, its agents, employees or independent contractors, and release of mechanic's not to cause or permit any liens by each party who will furnish labor, for labor or materials performed or services furnished in connection therewith to attach to the lease premises. 4.3 At Property and immediately to discharge or bond any such liens which may so attach. If, notwithstanding the expiration or termination of the term of this Lease Agreementforegoing, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand lien is filed against the leased premises Property for work claimed to have been done for, or against materials claimed to have been furnished to, Tenant or its agents, employees or independent contractors, Tenant, at its sole cost and expense, shall cause such lien to be dissolved promptly after receipt of notice that such lien has been filed, by the Central School and Lessor may require appropriate assurances payment thereof or by way the filing of bonda bond sufficient to accomplish the foregoing. If Tenant shall fail to discharge any such mechanic's or materialmen's lien, deposit or other reasonable procedure to protect against such liens and Landlord may, should at its option, discharge such liens arise out lien and treat the cost thereof (including reasonable attorneys' fees incurred in connection therewith) as Additional Rent payable upon demand, it being expressly agreed that such discharge by Landlord shall not be deemed to waive or release the default of Lessee's acts hereunder, pay Tenant in not discharging such lien. It is understood and discharge same agreed that any Improvements to the Premises shall be constructed on behalf of Tenant and such amounts shall become due and payable to Lessor from Lessee with interest at the rate not on behalf of eight percent (8%), or such greater amount as shall then be permitted by law, per annumLandlord.

Improvements. 4.1 In taking possession of the leased premises, ▇▇▇▇▇▇ Sublessee acknowledges that same were on it is renting the date of occupancy Premises in goodan "as is" condition and shall provide all improvements that it deems necessary or desirable, clean and tenable conditionprovided, subject only to the repairs or however, that no material improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under to the supervisionPremises without Sublessor's prior written consent. In the event Sublessee desires to make a material improvement, direction and control of Lessor's architectSublessee shall submit a plan to Sublessor outlining such proposed change at least thirty (30) days prior to any proposed construction. If said plans are acceptable to the Sublessor, written consent will be given to the Sublessee. Any permission given by the Sublessor to make structural changes or alterations shall be made on the condition that the work shall be at Sublessee's expense, unless otherwise agreed in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architectwriting, and shall be in keeping accordance with the historical character building code and zoning laws of the buildingLexington Metro. All alterations necessary approvals, consents, and licenses necessary to perform the proposed improvements shall be the responsibility of the Sublessee, performed on at the leased premises by ▇▇▇▇▇▇ cost of the Sublessee; and shall be performed by competent contractors licensed contractors. All additions, fixtures and subcontractors approved improvements upon said Premises by Lessor, which approval the Sublessee shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall thereafter be the property of Lessorthe Sublessor. Lessee shallSublessee may, at any time during the Term of this Sublease or at its termination, sever and remove all of its mechanical equipment and other personal property owned by it or placed on Premises by Sublessee during the Term of this Sublease, provided, that (i) such removal shall be done so as not to cause damage to the Premises, and (ii) at such time all rental payments due to Sublessor are paid in full. Sublessee shall repair, at Sublessee's expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up any damages to the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid Premises caused by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annumremoval.

Improvements. 4.1 In taking possession of The term "improvements" as used herein means any ------------ improvement, addition or change to the leased premises, ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in good, clean and tenable condition, subject only to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or any alteration of the leased premises, including or anything placed, installed or constructed in, on or upon the workleased premises, if anywhether or not characterized by law as a fixture, but does not include Tenant's personal property. Tenant shall not make, or permit to be made any structural improvements or alterations, in, on, or to the leased premises or any part thereof without the prior written consent of ▇▇▇▇▇▇'s engineerLandlord. Any improvements made in, architect on, or to the leased premises shall be at the sole expense of Tenant and other agents connected therewithany additions to or alterations of said premises shall become at once a part of the realty and belong to Landlord. Prior to undertaking Tenant shall keep the premises and the property in which they are situated free from any alterations liens arising out of any work performed on the leased premises, by or improvements on behalf of Tenant, for material furnished to the leased premises, Lessee or for obligations incurred by Tenant. In making any alteration that Tenant has a right to make, Tenant shall obtain not commence such improvement or alteration until three (3) days after Landlord has received notice from Tenant stating the date of commencement of the improvement or alteration so that Landlord can post and deliver to Lessor a valid waiver record any appropriate notice of nonresponsibility. All alterations shall be completed with due diligence. If any installation, alteration or improvement is required by law by any governmental authority, Tenant shall at Tenant's cost and release expense promptly make such installation, alteration or improvement. Provided Tenant is not in default or in breach of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At this Lease beyond the expiration or termination of any applicable grace periods, Tenant may during the term of this Lease, and shall immediately upon the expiration of this Lease, remove from the leased premises all of Tenant's personal property and trade fixtures and such other property which Landlord may during the term of this Lease Agreement, all agree or acknowledge in writing are improvements and alterations made belonging to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annumTenant.

Improvements. 4.1 In taking possession 1. The Lessee, in consideration for the granting of this Lease, covenants and agrees that Lessee will construct at a cost of and having a reasonable value of $ or more. 2. Except as otherwise provided in this Lease, all buildings and improvements, excluding removable personal property and trade fixtures, on the leased property shall remain on said property after termination of this Lease and shall thereupon become the property of Lessor. However, Lessor may require Lessee, at Lessee's expense, to remove improvements and restore the premises to the original state, within reason, upon termination of this Lease. Any removal of property by Lessee must be completed within ninety (90) days after termination of this Lease, such presence on the property shall not be deemed a holdover or trespass, provided Lessee is acting in a diligent manner to remove such property. Upon the expiration of the leased ninety (90) day extension, the Lessor has the right to grant another extension or re-enter the premises, ▇▇▇▇▇▇ acknowledges that same were on at such time the date of occupancy in good, clean and tenable condition, subject only Lessee shall have no right or interest to the repairs premises or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are anyany remaining improvements. 4.2 Lessee agrees to make at its own expense all alterations and improvements 3. The term "removable personal property" as used in this Section shall not include property which normally would be attached or affixed to the leased premises except buildings, improvements or land in such a way that it would become a part of the realty, regardless of whether such property is in fact so placed in or on or affixed to the buildings, improvements or land in such a way as otherwise indicated to be legally retain the obligation characteristics of Lessor under this Lease Agreementpersonal property. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval remove all removable personal property and trade fixtures prior to termination of this Lease. Should Lessee fail to remove said personal property and trade fixtures prior to termination of this Lease, said property shall thereupon become property of Lessor, shall and may be made under the supervision, direction and control disposed of Lessor's architect, shall be made in good and workmanlike any manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 4. At the expiration or termination of the term lease, the Lessor has the first right of this Lease Agreement, all refusal to purchase any permanent improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annumfair market value.

Improvements. 4.1 In taking possession of the leased premisesLessee may make any alterations, ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in goodadditions, clean and tenable condition, subject only improvements or other changes to the repairs Tank Farm Assets as may be necessary or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached heretouseful in connection with the Permitted Use in Lessee’s reasonable discretion (collectively, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be “Improvements”), without the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval prior written consent of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping provided Lessee complies with the historical character requirements of the buildingthis Lease (including, without limitation, Section 6.3 and this Article 7) with respect thereto. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by LessorIf such Improvements require alterations, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations additions or improvements to the leased premisesPremises or any of the Shared Access Facilities, Lessee shall obtain notify Lessor in writing in advance and deliver the parties shall negotiate in good faith any increase to the rental paid by Lessee or otherwise provide for reimbursement of any material increase in cost (if any) to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services that result from any modifications to the lease premises. 4.3 At Premises or the expiration Shared Access Facilities necessary to accommodate the Improvements, or termination of as otherwise mutually agreed by the term of this Lease Agreement, all improvements and alterations made parties. Notwithstanding the foregoing or any other provision to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shallcontrary contained herein, at its expenseif there is a Partnership Change in Control, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. then Lessee shall not permit be permitted to make any mechanic's Material Improvements (as defined below), without the prior written consent of Lessor, which may not be unreasonably withheld, conditioned or materialmen's liens delayed; provided that Lessor’s consent shall not be required hereunder if the Improvements (i) are required by Applicable Law, (ii) are pursuant to stand Section 14.2 below, or (iii) do not interfere in any material respect with the operations of the Refinery and do not materially increase any of Lessor’s obligations or liabilities under this Lease or any other related agreement. If the Material Improvements cause such interference or materially increase Lessor’s obligations or liabilities under this Lease or any other related agreement, Lessee agrees to indemnify, defend and hold harmless the Lessor Indemnified Parties from and against any Losses resulting from such interference or the leased premises increase in Lessor’s obligations or against liabilities under this Lease or any other related agreement. For purposes of this paragraph, the Central School term “Material Improvements” mean any Improvements which cost in excess of $15,000,000. If Lessor’s consent is required hereunder, Lessor shall provide written notice to Lessee of Lessor’s acceptance or rejection of any proposed construction or material alteration within thirty (30) days after Lessor’s receipt of the written request for such consent and adequate written explanation and supporting written information respecting the proposed construction or material alteration. In no way shall Lessee act or represent to any contractor, subcontractor, materialman, supplier or laborer that it is acting on behalf of or as agent of Lessor may require appropriate assurances by way of bondwith regard to any construction, deposit maintenance, repair or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at work whatsoever on or about the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annumPremises.

Improvements. 4.1 In taking possession Tenant or Subtenant may, in compliance with all applicable laws, ordinances and regulations, develop the Premises, and may erect buildings and other improvements on the Premises, for any lawful uses and purposes, and may alter, add to, reconstruct, remodel or demolish as often as and whenever Tenant or Subtenant deems proper or desirable any of the leased premisesimprovements now existing or hereafter constructed on the Premises, and may devote the same for any lawful uses and purposes. Landlord shall not be responsible for, and Tenant shall pay all costs, expenses and liabilities arising out of or in any way connected with, such improvements, alterations, additions or other changes made by Tenant. Tenant shall discharge all obligations to contractors, subcontractors, materialmen, workmen and/or other persons for all work performed and for materials furnished for or on account of Tenant as such obligations mature. Tenant expressly agrees that it will neither give nor grant, nor purport to give or grant, any mechanic's or materialmen's lien upon the Premises or upon any improvements thereupon in the process of construction or repair, nor allow any condition to exist or situation to develop whereby any party should be entitled, as a matter of law, to a ▇▇▇▇▇▇ acknowledges mechanic's or materialmen's lien against the Premises or improvements thereon, and Tenant will discharge any such lien within thirty (30) days' notice of filing thereof, including without limitation materialmen's and mechanic's liens. Tenant covenants and agrees that same were Landlord shall not be called upon, or be obligated to make, any improvements, alterations or repairs whatsoever in or about the Premises, and Landlord shall not be liable or accountable for any damages to the Premises or any property located thereon. Title to all improvements constructed on the date of occupancy Premises shall vest in goodLandlord throughout the Term. If Tenant or Subtenant now or hereafter physically attaches any fixtures, clean and tenable condition, subject only equipment or other items to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached heretoPremises, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to such items may be removed from the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only Premises upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annumLease.

Improvements. 4.1 In taking possession of Tenant has inspected the leased premises, ▇▇▇▇▇▇ acknowledges Premises and has requested in writing that same were on the date of occupancy in good, clean and tenable condition, subject only Landlord make certain improvements (if any) to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth Premises shown on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees C in accordance with the preliminary space plan and specifications prepared by Landlord and previously mutually agreed upon (the “Tenant Improvements”). A Tenant Improvement Allowance of up to make at its own expense all alterations and improvements $ 225,487.00 or $32.50 per square foot as to the leased premises except certain 5,439 square foot area and $15.00 per square foot as otherwise indicated to be the obligation certain 3,248 square foot area solely for the purpose of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee constructing the Tenant Improvements shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architectprovided, and shall be in keeping with applied to the historical character work cost, which cost shall include but not be limited to space planning, Landlord’s supervision fee (which Landlord’s supervision fee shall not exceed 3% of the building. All alterations Tenant Improvement Allowance and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay include any costs or expenses for all architecturalimprovements to the clean room) construction documents, engineering and other services permitting/inspection fees, and all other costs incurred by Lessor necessary for construction and decoration of improvements- including the clean room-, based on mutually agreed upon construction plans and specifications (if necessary) to be prepared from the preliminary space plan and specifications. Tenant, in connection with ▇▇▇▇▇▇'s improvement or alteration writing, shall finalize its selection and location for any remaining finishes/materials within 7 days of the leased premisesdate of this Lease or accept selection and location for same by Landlord in its sole discretion. The Tenant Improvement Allowance is to be used for the aforementioned purpose by the Commencement Date. Landlord will notify Tenant if the estimated cost of the Tenant Improvements is in excess of the Tenant Improvement Allowance, and Tenant and Landlord shall, within 10 business days thereafter, make modifications to the Tenant Improvements to reduce the estimated cost below the Tenant Improvement Allowance. Landlord shall perform the Tenant Improvements in a good and workmanlike manner, in compliance with all applicable laws and regulations, including but not limited, the Americans with Disabilities Act and any building codes using Building standard materials unless otherwise noted in writing at Landlord’s sole cost and expense. Any cost to complete construction over and above the Tenant Improvement Allowance amount stated above will be paid by Tenant. Landlord will invoice Tenant prior to commencing construction of the work, if any, and Tenant shall pay such invoice within 10 business days of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release receipt of mechanic's liens by each party who will furnish labor, materials or services to the lease premisessuch invoice from Landlord. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annum.

Improvements. 4.1 In taking possession Tenant shall be entitled to construct Improvements in the Premises, the construction of which shall be pursuant to the terms and conditions of the leased premisesTenant Work Letter attached hereto as Exhibit “A.” In the event Tenant desires to utilize all or any portion of the Additional Allowance, ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in goodTenant shall, clean and tenable condition, subject only within thirty (30) days prior to the repairs performance of any work involving such Additional Allowance (i.e., the Improvements in substantial conformity with the Preliminary Space Plan and the other Construction Drawings with respect thereto), provide Landlord with written notice of the amount of the Additional Allowance that Tenant elects to utilize and Tenant shall deliver to Landlord the Letter of Credit described in Section 5 below. In the event Tenant elects to not utilize the Additional Allowance described in Exhibit “A”, then Tenant shall, within thirty (30) days prior to performing any such Improvements in the Premises (i.e., the Improvements in substantial conformity with the Preliminary Space Plan and the other Construction Drawings with respect thereto), either (1) obtain a lien and completion bond in an amount determined by Landlord to be sufficient to ensure the complete and lien free completion of the Improvements in substantial conformity with the Preliminary Space Plan (and such other Construction Drawings) (and in a form approved by Landlord) or improvements which Lessor has agreed (2) deposit an amount equal to the total costs of the design and construction of the Improvements in substantial conformity with the Preliminary Space Plan (and such other Construction Drawings) in a sole order escrow with an escrow company selected by Landlord for the sole benefit of Landlord pursuant to escrow instructions directing the escrow holder to make at Lessor's expense progress payments during the construction process (acceptable to Landlord in Landlord’s sole and absolute (but good faith) discretion) which are set forth on Exhibit "C" attached heretowill provide, if there are any. 4.2 Lessee agrees among other things, that Landlord will have the unilateral right to make at its own expense all alterations and improvements to direct the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character disposition of the buildingfunds for the costs of such Improvements and Tenant shall have no right to contest the same. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, Regardless of which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premisestwo (2) options above are selected by Tenant, including the worklien and completion bond or the escrow account will not include the Tenant Improvement Allowance, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who but will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination of the term of this Lease Agreement, be based on all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises amounts over such Tenant Improvement Allowance to be paid by ▇▇▇▇▇▇Tenant directly. Lessee shall not permit Upon completion of such Improvements and reasonable proof of payment by Tenant, any mechanic's or materialmen's liens funds remaining in such escrow account, together with all accrued interest thereon, will be returned to stand against Tenant and Landlord agrees to execute commercially reasonable documents required by the leased premises or against escrow holder to effectuate the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annumforegoing.

Improvements. 4.1 In taking possession of the leased premises, ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in good, clean and tenable condition, subject only to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee (a) Landlord agrees to make at its own expense all alterations and install the improvements to the leased premises except Leased Premises and perform the work (all together, the "Work") pursuant to the terms of attached ---- Exhibit "B" (the "Work Letter") and in accordance with the Working Drawings (as otherwise indicated ----------- ----------- therein defined). Landlord acknowledges that upon Substantial Completion of the Premises, Tenant shall be entitled to occupy the Premises for thirty (30) days following Substantial Completion for installation of Tenant's furnishings and other items as required by Tenant (the "Early Occupancy Period"). During the ---------------------- Early Occupancy Period, all terms, provisions, covenants and agreements of the Lease shall be in full force and effect provided the payment of the Base Rent shall not commence until the time set forth in this Lease. (b) Landlord shall cause the Work to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made performed in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, using first class materials and shall be in keeping free from material defects of workmanship or material and shall comply with the historical character of the building. All alterations Work Letter and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for with all architectural, engineering and applicable building codes or other services legal requirements and all costs incurred by Lessor Applicable Laws. For a period of one (1) year following the Commencement Date, Landlord, at Landlord's expense, shall cause the Contractor (as defined in connection with ▇▇▇▇▇▇'s improvement the Work Letter) to replace or alteration of repair any defects in workmanship or materials in the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises Premises per the Work Letter. Landlord represents that it has no current actual knowledge of any material defects in the Leased Premises. OFFICE LEASE AGREEMENT - Page - 37 ---------------------- (c) Notwithstanding anything herein to the contrary, if Substantial Completion of the Work has not occurred by Lessee August 31, 2000, Tenant shall remain with have the leased premises and right, but not the obligation, to incur any expense necessary to perform such incomplete Work. If such delay has not been caused by Tenant or Tenant's Representatives or force majeure, (i) Tenant may deduct such expense from the Rent or other charges next becoming due, (ii) there shall be an abatement of all Rent (in addition to the property Rent Abatement Period) and other charges payable as Rent until such time as the Work is substantially completed. Landlord is solely responsible for applying for and obtaining a building permit. Unless caused by Tenant or Tenant's Representatives, if by January 1, 2000, Landlord is unable to secure all required licenses, permits and approvals from the applicable government authority necessary for it to perform the Work, Tenant may terminate this Lease upon written notice to Landlord no later than January 15, 2000, the Security Deposit will be returned to Tenant, and neither party shall have any further liability to the other. After January 15, 2000, Tenant's termination rights under this subparagraph shall expire. With respect to general office use of Lessorthe Leased Premises, Landlord will satisfy itself as to any restrictions of record and all zoning and other governmental restrictions and regulations prior to commencement of any construction. Lessee shallTenant agrees that if its occupancy of the Leased Premises is delayed due to an omission or default by Tenant, this Lease shall nonetheless continue in full force and effect. (d) Landlord agrees to cause the Contractor, as part of the Construction Allowance, to obtain and maintain public liability insurance and worker's compensation insurance adequate to protect all parties, as their interests may appear, from and against any and all liability for death or injury to person, or damage to property, caused by the construction of the Work. Tenant agrees, at its Tenant's expense, remove ▇▇▇▇▇▇to obtain and maintain public liability insurance and worker's goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure compensation insurance adequate to protect all parties, as their interests may appear, from and against such liens any and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable all liability for death or injury to Lessor from Lessee with interest at the rate of eight percent (8%)person, or such greater amount as shall then be permitted damage to property, caused by lawthe construction of Tenant's Work (hereinafter defined). (e) In addition to the Work, per annum.subject to the provisions of Paragraph 16 ------------ above Landlord hereby consents to Tenant constructing all work necessary for Tenant's business operations (the "Tenant's Work"). -------------

Improvements. 4.1 In taking possession The Lessee agrees that no leasehold improvements, alterations, or changes of any nature (except for those listed on any attached addenda) shall be made to the leasehold premises or the exterior of the leased premisesbuilding without first obtaining the consent of the Lessor in writing, which consent shall not be unreasonably withheld, and thereafter, any and all leasehold improvements made to the Premises which become affixed or attached to the leasehold Premises shall remain the property of the Lessor at the expiration or termination of this Agreement. Furthermore, any leasehold improvements shall be made only in accordance with applicable federal, state, or local codes, ordinances, or regulations, having due regard for the type of construction of the building housing the subject leasehold Premises. If the Lessee makes any improvements to the Premises the Lessee shall be responsible payment, except the following: ______________________ Nothing in this Agreement shall be construed to authorize the Lessee or any other person acting for the Lessee to encumber the rents of the Premises or the interest of the Lessee in the Premises or any person under and through whom the Lessee has acquired its interest in the Premises with a mechanic’s lien or any other type of encumbrance. Under no circumstance shall the Lessee be construed to be the agent, employee, or representative of Lessor. In the event a lien is placed against the Premises, through actions of the Lessee, ▇▇▇▇▇▇ acknowledges that will promptly pay the same were on or bond against the date of occupancy in goodsame and take steps immediately to have such lien removed. If the Lessee fails to have the lien removed, clean the Lessor shall take steps to remove the lien, and tenable condition, subject only the Lessee shall pay Lessor for all expenses related to the repairs or improvements which Lessor has agreed to make at Lessor's expense lien and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, removal thereof and shall be in keeping with the historical character of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination of the term default of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annum.

Improvements. 4.1 In taking possession 2.1 LESSOR, at LESSORS own cost and expense shall perform all work, provide all labor, furnish all new materials, and obtain all certificates and permits necessary to construct an industrial facility with an area of approximately 70,000 square feet on the LEASED PREMISES (hereinafter LESSORS Improvements or Improvements) in accordance with the preliminary drawings, specifications, schedule of work and construction terms, (collectively the Drawings and Specifications) set forth by the parties and attached hereto as Exhibit D. The parties agree that within a term of 30 days as of the leased premisesdate hereof, ▇▇▇▇▇▇ acknowledges that same were on a final set of drawings and specifications shall be submitted by LESSOR to LESSEES for final approval and to be ultimately attached here as Exhibit D. 2.2 By approval of the date Drawings and Specifications, LESSEES shall not be liable for the technical compliance of occupancy any of the terms and specifications set forth in goodExhibit D hereto. The approval by LESSEES is for general arrangement only, clean unless otherwise noted, and tenable conditiondoes no relieve LESSOR of full responsibility for the proper and correct design, subject only construction and erection of the improvements as required. 2.3 LESSOR will perform all construction with respect to the repairs or LESSORS improvements which Lessor has agreed to make at Lessor's expense in accordance with all laws, ordinances, regulations, and orders of government authorities, and Park regulations which are set forth on attached hereto as Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement▇. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors indemnify and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services hold harmless LESSEES from any and all costs incurred claims, assessments by Lessor government authorities, including but not limited, to Social Security Institute Workers, Housing Institute and Tax Authorities, as well as from damages and cost resulting from or arising out the LESSORs lack of performance of any of its obligations for construction improvements, fixtures, machinery and equipment to the Leased Premises required hereunder. 2.4 LESSOR acknowledges and agrees that LESSEES may request changes in connection with ▇▇▇▇▇▇'s improvement or alteration the design and specifications of the leased premisesImprovements, including provided such changes do not affect the workcost thereof or the work schedule for construction of same. In the event such changes affect the cost of the Improvements or the work schedule, if anyLESSOR and LESSEES shall jointly determine the effects of the change in cost and any extension to such schedule. 2.5 LESSOR shall diligently complete the Improvements on the Leased Premises, of ▇▇▇▇▇▇'s engineerin accordance with the Drawings and Specifications, architect in order that LESSEES may use and other agents connected therewith. Prior to undertaking any alterations or improvements occupy such Improvements pursuant to the leased premisesfollowing schedule: For the purposes hereof, Lessee Beneficial and Financial Occupancy shall obtain and deliver be defined as follows: Beneficial Occupancy.- Shall be defined as the delivery to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination LESSEE of the term manufacturing portion of this Lease Agreementthe Improvements including walls, all improvements roof, doors, floor, slabs, docks and alterations made to interior paint, in order that LESSEES may move their equipment into the leased premises by Lessee shall remain with the leased premises Leased Premises and shall be the property begin construction of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinerycertain Improvements, and equipmentthat such equipment and any of LESSEES Improvements that may be installed, be secured and quit and deliver up not be damaged by weather or the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date process of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annumconstruction.

Improvements. 4.1 In taking possession of the leased premises, ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in good, clean and tenable condition, subject only to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee Landlord shall, at its sole cost and expense, remove ▇▇▇▇▇▇'s goods and effectsmake certain improvements to the Premises, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in described on the original date construction documents attached hereto as Exhibit “A” (the “Improvements”). Landlord shall require its contractors performing the Improvements to (i) name Tenant as an additional insured on the contractor’s liability policies; (ii) carry worker’s compensation insurance with limits no less than that required by law; and (iii) obtain all governmental permits and approvals required for performing the Improvements. Following final completion of occupancythe Improvements, if the municipality provides a certificate of occupancy for the Premises, Landlord shall provide a copy of said certificate to Tenant. The Improvement shall be performed in two phases. The area comprising the first phase of the Improvements is shown on Exhibit “B” attached hereto and area comprising the second phase of the Improvements is also shown on Exhibit “B” attached hereto. Tenant shall cooperate with Landlord’s contractors performing the Improvements in making the various phased areas of the Premises readily accessible to the contractors performing the Improvements and the Landlord’s contractors shall use commercially reasonable wear and tear excepted. Any property left efforts to minimize disruptions to Tenant’s business operations in the leased premises at Premises during the expiration construction of the Improvements including keeping the restrooms servicing the Premises open during normal business hours between 9:00 a.m. and 5:00 p.m. on weekdays, excluding holidays. Landlord or termination its contractor shall promptly apply for a permit to perform the Improvements and shall substantially complete (meaning such state of this term completion, exclusive of this lease improvements to be performed by Tenant or Tenant’s contractors, as will allow Tenant to utilize the Premises for its intended purpose, without material interference by reason of final completion) the Improvements with twelve (12) weeks following receipt of said permit (the “Estimated Completion Date”). If substantial completion of the Improvements are delayed beyond the Estimated Completion Date for reasons other than force majeure or delays attributable to Tenant, then as Tenant’s exclusive remedy for such delay, Tenant shall be deemed entitled to have been abandoned and shall become one (1) day of abated Base Rent for each two (2) days of delay beyond the property of Lessor to be disposed of as Lessor deems expedientEstimated Completion Date. Except for the foregoing, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee Landlord shall not permit be liable for any mechanic's loss or materialmen's liens damages to stand against Tenant caused by such delay. Such abatement (if any) shall be applied to the leased premises or against the Central School and Lessor may require appropriate assurances by way monthly installments of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall Base Rent as they become due and payable to Lessor from Lessee with interest at following February 1, 2016 and the rate term shall be extended by the number of eight percent (8%), or such greater amount as shall then be permitted by law, per annumdays that Tenant received abated Base Rent.

Improvements. 4.1 In taking possession Sublessee accepts the Subleased Premises in an "as is" condition and acknowledges that no representation with respect to the condition thereof has been made to it and that Sublessor has no responsibility of improving the space for Sublessee. Notwithstanding the foregoing, Sublessor shall provide Sublessee with an allowance of up to Five and 00/100 Dollars ($5.00) per rentable square feet (the "Allowance") which shall be applied towards the improvements which Sublessee is to construct in the Subleased Premises in order to prepare the same for its occupancy (hereafter the "Sublessee Improvements"). The amount of the leased premises, ▇▇▇▇▇▇ acknowledges that same were on Allowance which is used by Sublessee for the date of occupancy in good, clean and tenable condition, subject only to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of LessorSublessee Improvements, shall be made under amortized into the supervisionBase Rent over the Term of the Sublease at an interest rate of ten percent (10%). Any construction in and to the Subleased Premises, direction and control of Lessor's architectto be performed by Sublessee, in order to prepare the same for its occupancy, shall be made done in accordance with the terms and conditions of Section 1 (c) (INCORPORATION BY REFERENCE) hereof, and in a good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and Sublessee or its architect, contractors or subcontractors and shall be in keeping performed and comply at the time of completion, with the historical character all applicable laws, ordinances, regulations and orders of the buildingfederal, state, county or other governmental authorities having jurisdiction thereof Sublessee shall indemnify and hold Sublessor and Master Landlord harmless from any and all cost, expenses, injury, loss, damages, claims, demands or liability (including reasonable attorney fees) which may arise out of Sublessee's construction of any such improvements. All alterations Sublessee shall be solely responsible for any permits and improvements performed licenses in order to complete the same. Sublessor shall make payment to Sublessee within thirty (30) days of receipt of invoices evidencing the same. Once all of the Sublessee Improvements have been completed, Sublessee shall notify Sublessor in writing and an amendment to this Sublease shall be drafted modifying the Base Rent in order to incorporate the actual used portion of the Sublessee Allowance (in the method describe above) for the Term of the Sublease. Sublessee's construction of the Sublessee Improvements shall in no way delay the Sublease Commencement Date as set forth in this Sublease. Notwithstanding anything contained herein to the contrary, Sublessee may have access to the Subleased Premises as of June 1, 1997 (provided that this Sublease is fully executed between the parties), in order to prepare the same for its occupancy. In the event that Sublessee occupies the Subleased Premises prior to the Sublease Commencement Date, as set forth herein, all terms and conditions of this Sublease shall apply, to both parties, except for the payment of Base Rent and any other sums due hereunder, and Sublessor shall not be obligated to furnish any services (or request the provision thereof by Master Landlord) to the Subleased Premises until the actual Sublease Commencement Date, except to the extent required in order for Sublessee to install its trade fixtures. In the event that Sublessee commences its business operations on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements Subleased Premises prior to the leased premisesSublease Commencement Date, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease Sublease Commencement Date shall be deemed to have been abandoned occurred as of such time, and Sublessee shall become the property be obligated to commence all rent payments as of Lessor such date. Sublessee agrees to be disposed of as Lessor deems expedient, with all costs of cleanup employ contractors and disposal of goods abandoned at the leased premises subcontractors who will guarantee to be paid by ▇▇▇▇▇▇. Lessee use first-class materials and workmanship and Sublessee shall not permit any mechanic's or materialmen's liens lien to stand against be placed on record with respect to any part of the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%)Building, or Subleased Premises for work or materials furnished or obligations incurred by or for Sublessee. Sublessee shall discharge any such greater amount as shall then be permitted lien by lawpayment, per annumbond or otherwise, within ten (10) days of recordation of the same.

Improvements. 4.1 In taking possession of the leased premisesAll improvements, ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in good, clean and tenable condition, subject only to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements changes and alterations made by Lessee shall be undertaken only or on behalf of Tenant in and/or the Demised Premises shall, upon advance approval installation, become the property of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, owner and shall be in keeping with the historical character of the building. All alterations and improvements performed on the leased premises surrendered by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior Tenant to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At Owner at the expiration or sooner termination of the term of this Lease AgreementLease, except for items of personality not affixed to the realty and Tenant's trade fixtures, which shall at all times be property of Tenant. If any security interest, chattel mortgage or other lien or encumbrance shall attach to the Tenant's Initial Improvements or any change, improvement or alteration thereto, Tenant will, at Tenant's sole cost and expense, promptly cause same to be released of record within ten (10) days after notice of the attachment thereof, failing which Owner may cause some to be released by payment, bond or otherwise, as Owner may elect, and Tenant will reimburse Owner for all costs and expense incidental to the removal of any such lien, security interest, chattel mortgage or other lien or encumbrance, incurred by Owner. Upon failure of Tenant to so reimburse Owner at the option shall become Owner thereof. Tenant further covenants and agrees that, prior to opening for business at the Demised Premises, the entire cost of all changes, improvements and alterations made to by or on behalf of Tenant at Tenant's expense will be fully paid for. In the leased event Tenant purchases furnishings or equipment for the premises by Lessee shall remain with on installment or under a conditional sales agreement, Tenant will provide in such installment or conditional sale agreement, that in the leased premises and event of Tenant default, Owner at its option shall be the property entitled to have an assignment of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇Tenant's goods and effects, including trade fixtures, machinery, and interest in said furnishings or equipment, if being intended that Tenant may not remove any leased improvements if Owner elects to pay the debt and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date assume an assignment of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanicTenant's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annuminterest.

Improvements. 4.1 (a) Certain improvements shall be constructed in the Premises according to the space plan attached hereto as Exhibit B (the "Space Improvements") for the purpose of initially preparing the Premises for occupancy by Tenant, all to be paid for as provided in subsection (B) of this section below. Such Space Improvements shall be constructed by Tenant and in accordance with the following procedures: (i) Tenant will engage an architect to prepare plans and specifications of the Space Improvements who shall be reasonably approved by Landlord. Such plans and specifications shall be submitted to Landlord within twenty-one (21) days after the date hereof, and Landlord shall review and either approve or notify Tenant of proposed changes thereto within seven (7) days after receiving same. If no response is forthcoming from Landlord within this seven (7) day period, such plans shall be deemed approved. Tenant shall make any changes to such plans reasonably (and timely) requested by Landlord and necessary to make the plans and specifications conform to Exhibit B. (ii) Promptly after the plans and specifications have been finalized, Tenant shall solicit bids and enter into written contracts with a contractor or contractors for the construction of such improvements and with other professionals for appropriate services in connection therewith. The contractor(s) and professional(s) so engaged by Tenant, and the respective contracts between such parties and Tenant, shall be subject to Landlord's prior written approval which shall not be unreasonably withheld. Additionally, each of Tenant's contract(s) with contractor(s) shall provide for, at minimum, a retainage or holdback of 10% of the total cost of the contract until completion of the work and the submittal of final lien waivers. (iii) Prior to commencing construction, Tenant shall obtain all building and other permits or licenses required by law for the work, and promptly after completion of such work, Tenant shall procure a certificate of occupancy (or other customary occupancy permits issued by the Village of Schaumburg) for the Premises from the applicable governmental authorities. (iv) All such construction shall be overseen by Landlord through its construction manager, whose services shall be paid for by Landlord. Tenant shall at all times permit Landlord and its construction manager to inspect the Premises and the Tenant's improvement work during construction. (v) Landlord and its agents and contractors shall have the right to enter the Premises prior to the Commencement Date for purposes of installing and constructing a fire sprinkler system throughout the Premises and a handicap accessible uni-sex restroom in the Premises, provided that in doing so such parties shall not interfere with Tenant or its contractors constructing the Space Improvements. The Commencement Date shall not be deemed to occur upon such entry unless Tenant begins commencing its normal business operations within the Premises. (b) All costs and expenses of designing and constructing the Space Improvements described in subsection (A) above shall be paid as follows: (i) Landlord shall provide and pay an allowance (the "Allowance") of $17.00 per square foot of the Premises towards (i) the costs of designing the space plan in Exhibit B and all of the plans and specifications for the Space Improvements, architect's fees and engineer's fees, (ii) the cost of demolishing any existing improvements in the Premises, and (iii) the costs of constructing the Space Improvements, including but not limited to all fees, costs and expenses paid under construction contracts and subcontracts, construction managers' fees, costs and expenses, the costs of materials, supplies, permits and other item, and any other out-of-pocket expenditures incurred in any connection with such construction. Tenant may convert up to $5.00 of the Allowance for permanent, non-personal items, including but not limited to cabling or communication installment costs, or moving costs; provided, however, that such amount may not be-converted to cash or used to pay any Base Rent, Operating Expenses or Real Estate Taxes. Tenant shall pay any and all costs of designing and constructing the Space Improvements which are in excess of the Allowance. (ii) Tenant shall pay all amounts by which the total costs of designing and constructing the Space Improvements exceeds the Allowance. (iii) Landlord shall disburse the Allowance in portions (but not more frequently than once every fourteen (14) days) to pay for completed work, and to either (i) Tenant upon presentation of proof of payment by Tenant to the professionals, contractors or other parties perform work, or (ii) directly to the professionals, contractors and other parties performing the work, upon presentation for each disbursement of (a) a requisition substantially in form the form of AIA Requisition Forms G702 and G703, including a description of all completed work for which payment is requested, the amount requested with a breakdown by each trade comprising the work and the percentage of the entire project completed after taking into account all such work (b) an owner's sworn statement and contractors' sworn statements in form satisfying all statutory requirements and (c) partial lien waivers from all parties for whom such payment is requested releasing all liens which may arise on account of the work performed by such parties to the date of the request for payment. Withheld from each disbursement shall be the applicable retainage, not to be less than 10% as provided as provided hereinabove, which retainage shall be paid and disbursed upon (i) completion of the Space Improvements as required by the applicable contracts - (ii) delivery of unconditional final lien waivers as described above for all work comprising the improvements, and (iii)- issuance of a certificate of occupancy or other applicable approval by the local authorities permitting occupancy of the Premises by Tenant for business. (c) Tenant shall use commercially reasonable efforts to complete such improvements on or before June 1, 1999, but Tenant shall have no liability to the Landlord hereunder (for a period of time up to ninety (90) days) if prevented from doing so due to strike or other labor troubles, governmental restrictions, failure or shortage of utility service, national or local emergency, accident, flood, fire or other casualty, adverse weather condition, other act of God, inability to obtain a building permit or a certificate of occupancy, or any other cause beyond the Tenant's reasonable control. In taking such event, the Commencement Date and Expiration Dates shall be postponed for a period equaling the length of such delay or, if the delay continues for ninety (90) days, for ninety (90) days, whichever date is earlier. However, if any delay in completion of the Space Improvements or in delivering possession of the leased premisesPremises to Tenant are caused by Landlord, ▇▇▇▇▇▇ acknowledges that same were on including but not limited to failure of Landlord to timely respond to submissions by Tenant under subsection (A) of this section above, the date Commencement Date and the Expiration Date shall be postponed for a period equaling the length of occupancy in goodsuch delay and Tenant shall receive a rent abatement, clean and tenable conditionfollowing the Commencement Date, subject only equal to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are anynumber of days of such delay. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annum.

Improvements. 4.1 In taking possession The Tenant will not make any repairs, alterations, replacements, decorations or improvements to any part of the leased premises, ▇▇▇▇▇▇ acknowledges that same were on Leased Premises without first obtaining the date of occupancy in good, clean and tenable condition, subject only Landlord’s prior written approval such approval not to be unreasonably withheld. The Tenant shall submit to the repairs or improvements which Lessor Landlord details of the proposed work, such indemnification against liens, costs, damages and expenses as the Landlord shall require and evidence satisfactory to the Landlord that the Tenant has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached heretoobtained, if there are any. 4.2 Lessee agrees to make at its own expense sole expense, all alterations necessary consents, licences and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreementapprovals from all governmental authorities having jurisdiction. All such repairs, replacements, alterations, decorations or improvements and alterations made by Lessee the Tenant to the Leased Premises and approved of by the Landlord shall be undertaken only upon advance approval of Lessor, shall be made under at the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character sole cost of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ Tenant, shall be performed by competent contractors workmen in a good and subcontractors approved by Lessorworkmanlike manner and shall be subject to the reasonable supervision of the Landlord. In particular, but without limiting the foregoing, the Tenant’s selection of an electrical or mechanical contractor shall be subject to the written approval of the Landlord, which approval shall not be unreasonably be withheld. Lessee Any such repairs, replacements, alterations, decorations or improvements made by the Tenant without the prior written consent of the Landlord, or, which are not in accordance with the drawings and specifications approved by the Landlord, as aforesaid, shall, if requested by the Landlord, be promptly removed by the Tenant at its expense and the Leased Premises restored to their previous condition. Notwithstanding anything herein contained, no repair, replacement, alteration, addition, or improvement to the Leased Premises by or on behalf of the Tenant shall pay be permitted which may weaken or endanger the structure or adversely affect the condition or operation of the Leased Premises or the Building or diminish the value thereof, or restrict or reduce the Landlord’s coverage for all architectural, engineering and other services zoning purposes. Any and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premisesrepairs, including the workreplacements, if anyalterations, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations additions or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to Leased Premises which may affect the lease premises. 4.3 At the expiration or termination structure of the term Leased Premises or any part of this Lease Agreementthe Building or which are to be installed outside the Leased Premises, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be performed only by the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises Landlord at the expiration or termination of this term of this lease shall be deemed to have been abandoned Tenant’s sole cost and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annumexpense.

Improvements. 4.1 (a) All Improvements shall immediately upon installation become the absolute property of Landlord, free and clear of any liens or encumbrances. Subject to subsections 4.2(b) and (c), upon the expiry or earlier termination of this Lease, all Improvements shall remain upon and be surrendered with the Premises as a part thereof without disturbance, molestation or injury and the same and any Tenant Equipment not removed by Tenant are the property of Landlord absolutely, free of any liens or encumbrances and without payment therefor to Tenant. In taking possession addition, Landlord will be entitled to all depreciation deductions, investment tax credits, deductions for taxes (other than Taxes paid by Tenant) and any other tax advantages resulting from the ownership of the leased premisesImprovements. (b) Landlord may, ▇▇▇▇▇▇ by notice to Tenant prior to or promptly after the expiry or earlier termination of this Lease, require the removal forthwith, at the expense of Tenant, of any or all of Tenant Equipment, Tenant’s other personal property and/or leasehold improvements and the repair forthwith of any damage to the Premises caused by such removal, such work to be done forthwith by or at the direction of Landlord and at the expense of Tenant. If such notice is given prior to the expiry or earlier termination of this Lease, such removal and repair shall be completed by such expiry or earlier termination. (c) Provided Tenant has paid the Rent hereby reserved and performed and observed all the covenants and conditions herein contained, Tenant shall have, at the expiry or earlier termination of this Lease, the right to remove Tenant Equipment and Tenant’s other personal property, provided that Tenant repairs by the expiry or earlier termination of this Lease, at its own expense, any damage to the Premises caused by such removal, such work to be done by or at the direction of Landlord and at the expense of Tenant. (d) Tenant acknowledges and agrees that same were on in the event that any Tenant Equipment or other personal property remains in the Premises after the expiry or earlier termination of this Lease, any such items may, at the option of Landlord and without obligation to compensate or reimburse Tenant, become the property of Landlord and Landlord may, in its sole discretion and without notice to Tenant, arrange for the removal and/or sale of such items and the proceeds of such sale after deducting all costs in connection therewith shall be applied towards any arrears of Rent owing by Tenant. All costs in connection therewith, not recovered from such sale shall be borne by Tenant in their entirety. The cost of removing and disposing of such property and repairing any damage to any of the Premises caused by such removal (together with interest at the Default Rate from the date of occupancy in good, clean removal) shall be paid by Tenant to Landlord upon demand. Tenant acknowledges and tenable condition, subject only to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are anyagrees that such removal and/or sale shall not constitute distraint of such items. (e) The provisions of this Section 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At survive the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annumTerm.

Improvements. 4.1 In taking possession So long as there is no material interference with the performance of any of Landlord's Work or the use and enjoyment of the leased premisesBuilding by others having rights to use and enjoy the Building, ▇▇▇▇▇▇ acknowledges that same were on the date upon prior written notice and delivery of occupancy in good, clean completed plans therefor to Landlord and tenable condition, subject only to the repairs provisions of this Section 7.1, Tenant may from time to time make such nonstructural alterations, decorations, additions or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements in or to the leased premises except interior of the Premises costing less than $20,000 as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements Tenant deems appropriate and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping are consistent with the historical quality and character of the buildingBuilding. Tenant shall not make structural or exterior alterations, decorations, additions or improvements in or to the Premises, nor shall Tenant make any non-structural alterations, decorations, additions or improvements in or to the Premises the cost of which exceeds $10,000, unless Tenant delivers to Landlord completed plans therefor and Landlord consents thereto in writing. With respect to non-structural alterations, decorations, additions or improvements in or to the Premises the cost of which exceeds $10,000, Landlord's consent thereto and to the completed plans therefor shall not be unreasonably withheld or delayed. Any alterations, decorations, additions or improvements, structural or otherwise, in or to the Premises made by Tenant or permitted to be made by Tenant, including without limitation the Initial Tenant Improvements, are hereinafter referred to collectively as "IMPROVEMENTS". From and after the date on which such Improvements to the Premises shall be made, Tenant and not Landlord shall, then and thereafter, be responsible for those portions of the Building so altered, decorated, added to or improved by Tenant and any repairs the need for which shall result from such alteration, decoration, addition or improvement. All alterations of Tenant's Improvements shall be coordinated with any work being performed by Landlord and improvements performed on in such manner as to maintain harmonious labor relations and not to damage the leased premises by ▇▇▇▇▇▇ Building or interfere with construction or operation of the Building and, except for installation of furnishings, shall be performed by competent contractors or workers first approved by Landlord in writing, such approval not to be unreasonably withheld or delayed. Tenant, before its work is started, shall: secure all licenses and permits necessary therefor; deliver to Landlord a statement of the names of all its contractors and subcontractors and assurances satisfactory to Landlord protecting Landlord against liens arising out of the furnishings of such labor and materials; and cause each contractor to carry workers' compensation insurance in statutory amounts covering all the contractor's and subcontractor's employees and comprehensive public liability insurance with such limits as Landlord may reasonably require, but in no event less than a combined single limit of five million dollars ($5,000,000), and any other insurance which Landlord may from time to time reasonably require which is then customarily required by tenants similar to the Tenant by landlords in the suburban Boston office market, all such insurance to be written in companies approved by LessorLandlord, which approval shall not be unreasonably be withheld. Lessee shall pay for all architectural, engineering withheld or delayed and other services insuring Landlord and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of Tenant as well as the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain contractors; and deliver to Lessor a valid waiver and release Landlord certificates of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and such insurance. All Improvements shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly performed in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, accordance with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annum.applicable laws,

Improvements. 4.1 In taking possession Landlord shall, at its sole cost and expense, perform the work and install the material in accordance with EXHIBIT 4.A-1 attached hereto ("Landlord's Work"). All Landlord's Work shall be completed with first quality materials and in an expeditious manner. Subject to the "punch list" as described below, Landlord's Work shall be substantially completed no later than June 1, 1997. Upon substantial completion of Landlord's Work, the leased premisesparties shall agree upon a mutually agreeable punch list as to items not substantially completed by such time. The punch list work is to be completed no later than July 1, ▇▇1997. If Landlord's Work shall not be proceeding with due diligence or if same shall not be substantially completed on or before June 1, 1997 or if such punch list work is not completed by July 1, 1997, then Tenant shall upon not less than five (5) days prior written notice have the right to complete such work at a reasonable cost for the account of Landlord, for which sum Landlord shall reimburse Tenant upon Tenant rendering a ▇▇▇▇ acknowledges that same were on therefor. If the date aggregate of occupancy in good, clean and tenable condition, subject only to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor Tenant shall exceed Ten Thousand and 00/100 ($10,000.00) Dollars, Tenant shall have the right to offset any amounts incurred by Tenant (including the first Ten Thousand and 00/100 ($10,000.00) Dollars) against any Rent becoming due and payable under this Lease. If the aggregate of all such costs incurred by Tenant shall be less than Ten Thousand and 00/100 ($10,000.00) Dollars, Tenant shall not have the right to offset against Rent unless Tenant first obtains a judgment or a determination pursuant to Section 36, whereupon Tenant shall have the right to offset against Rent (i) the amount of such judgment or determination plus interest at the Interest Rate from the date Tenant paid such costs, plus (ii) reasonable attorneys' fees and costs incurred by Tenant in connection with ▇▇▇▇▇▇collecting such amounts and in connection with enforcing this Section and such judgment or determination. Any disputes regarding the adequacy of Landlord's improvement or alteration completion of Landlord's Work shall be resolved by method of arbitration pursuant to Section 36. The taking of occupancy by Tenant shall not waive Tenant's right to raise issues regarding the leased premises, including the work, if any, conformance of ▇▇▇▇▇▇Landlord's engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements Work to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release agreed upon plans. All of mechanicLandlord's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and Work shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇completed lien free and in a manner so as to minimize interference with Tenant's goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annumbusiness operations.

Improvements. 4.1 In taking possession 4.1.1 The Tenant will not make any Improvements without the Landlord’s prior written approval, which will not be unreasonably withheld provided that the Tenant shall not have the right to make any Improvements, and the Landlord need not act reasonably in considering a request by the Tenant in respect of any Improvements, which (i) may affect the structure or roof of the leased premisesBuilding or Building’s sprinkler system, ▇▇▇▇▇▇ acknowledges that same were on or (ii) may affect the date of occupancy in good, clean and tenable condition, subject only to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease AgreementBuilding’s exterior appearance. All such costs and expenses related to improvements will be paid by the Tenant and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made all work in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping connection with the historical character of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall Improvements will be performed by competent contractors and subcontractors approved by Lessorthe Landlord prior to commencement of the work. It is acknowledged that the Tenant is in no way acting as Landlord mandatary with respect to any Improvements carried out in the Premises and that such Improvements are performed by the Tenant at its own benefit, even if the Landlord grants an allowance for the work. The Tenant will submit to the landlord such information regarding proposed Improvements (including if the Landlord so requests, drawings and specifications prepared by qualified architects or engineers conforming to good engineering practice) and the persons who will make the Improvements on the Tenant’s behalf as the Landlord may reasonably require. Only persons designated by Landlord may perform any work related to the heating, ventilation or air-conditioning systems, or related to other mechanical, electrical or plumbing systems or which the Landlord believes may affect the structure of the Building. After the Landlord’s approval is obtained, the Tenant will not make any material changes to the proposed Improvements without again conforming to the requirements of this Section. In particular, any changes to any drawings and specifications approved by the Landlord will require the Landlord’s prior written approval in accordance with this Section. The Landlord may establish and amend from time to time reasonable rules and regulations regarding the manner in which Improvements are to be made, which approval rules and regulations will be binding upon the Tenant and all persons employed by it in connection with the making of the Improvements. The Landlord or such of Landlord’s affiliates as it may designate from time to time shall not unreasonably be withheldhave the right to tender a bid in respect of any Improvements for which tenders are being requested by the Tenant. Lessee shall Prior to commencing any Improvements, the Tenant will provide to the Landlord such indemnification against the registration of hypothecs or other encumbrances against the Property as the Landlord may reasonably require. The Tenant will pay for to the Landlord a fee equal to 15% of the total cost of the Improvements (including all architectural, engineering and other working drawings) in consideration for the services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premisesLandlord in reviewing the plans and specification of the Tenant in respect of, including and otherwise supervising the workTenant’s work in respect of, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premisesImprovements. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall 4.1.2 All Improvements will become the property of Lessor the Landlord upon their installation in the Premises, without compensation to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annumTenant.

Improvements. 4.1 In taking possession of the leased premisesTenant shall not make any alteration, ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in good, clean and tenable condition, subject only additions or improvements to the repairs Leased Premises without Landlord's written consent first had and obtained except for nonstructural exterior and interior changes not exceeding $35,000 per project and $100,000 in the aggregate. Landlord hereby consents to the installation by Tenant of a phone system, and computer system with any necessary cabling, and the installation of any specialized equipment or machinery required for the operation of Tenant's business, to the extent the same can be installed without damage to the Leased Premises. Any and all alteration, additions and improvements shall be constructed: (i) at Tenant's sole cost and expense by licensed and bonded contractors reasonably acceptable to Landlord; (2) in conformity with applicable building codes and all other necessary or advisable permits and licenses; copies of which Lessor has agreed shall be furnished to make Landlord before work commences; and (3) in a good and workmanlike manner and diligently prosecuted to completion. Any work not acceptable to any governmental authority or agency having or exercising jurisdiction over such work, shall be promptly replaced and corrected at LessorTenant's expense expense. Any and which are set forth on Exhibit "C" attached heretoall alterations, if there are any. 4.2 Lessee agrees to make at its own expense all alterations additions and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements Leased Premises, not including Tenant's machinery and alterations made by Lessee shall be undertaken only upon advance approval of Lessorequipment, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according deemed to have attached to the terms, conditions freehold and requirements set by ▇▇▇▇▇▇ and its architect, to inure to the benefit of Landlord and shall remain on and be in keeping surrendered with the historical character of the building. All alterations and improvements performed Leased Premises on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination of the lease term including any extension thereof without compensation to Tenant; provided, however, if not less than ninety (90) days after the expiration or sooner termination of this Lease or any extension thereof, Landlord so elects ("Election Right") by written notice to Tenant, Tenant shall promptly remove all such alterations, additions or improvements (unless such alterations, additions or improvements have been approved by Landlord) which were so made during the term of this Lease Agreement, all improvements and alterations made or any extension thereof to the leased premises by Lessee shall remain with the leased premises Leased Premises and which are designated in said notice and shall be repair any damage occasioned by the property of Lessor. Lessee shalloriginal installation or removal and shall restore the Leased Premises to new condition substantially the same as existed prior to the alterations, additions or improvements ("Restoration Work"); and, in default thereof, Landlord may at its option effect said removals and repairs at Tenant's expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at Such Election Right by Landlord shall survive the expiration or sooner termination of the lease term notwithstanding anything to the contrary contained in this term Section VI. In the event Tenant fails or refuses to perform such Restoration Work within thirty (30) days after Tenant's receipt of this lease shall be deemed Landlord's Election Right Notice, Landlord may perform same without notice to have been abandoned Tenant and shall become the property of Lessor to be disposed of as Lessor deems expedient, charge Tenant all reasonable costs and expenses associated with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annumRestoration Work.

Improvements. 4.1 In taking possession of the leased premises10.1 Lessee is under no obligation to make any structural or other alterations, ▇▇▇▇▇▇ acknowledges that same were decorations, additions, improvements, or other changes (collectively, "Improvements") on the date of occupancy in good, clean and tenable condition, subject only or to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are anyLeased Premises. 4.2 Lessee agrees to make at its own expense all alterations 10.2 If any Improvements are made: (a) and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessorthere is no other reviewing entity, shall they will be made under the supervision, direction after review and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set written consent by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by LessorAgrarian, which approval shall not be unreasonably be withheldwithheld or delayed. Lessee Agrarian shall pay for all architecturalrespond within 60 calendar days and if not, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease request shall be deemed to be approved. If improvements are made without the prior written consent of Agrarian, Agrarian shall have been abandoned the right at Lessee's expense to remove and correct such Improvements and restore the Leased Premises to its condition immediately prior thereto, or to require Lessee to do the same. (b) and approval is required from a municipal Planning Board, a holder of a Conservation Easement, or similar entity vested with decision-making jurisdiction, Lessee shall become seek such approval, contemporaneously providing a written copy of the property request for such approval to Agrarian and then provide Agrarian a copy of Lessor to be disposed the entity’s decision. So long as the entity approves construction of as Lessor deems expedientthe improvement, with all costs and the Lessee has followed the requirements of cleanup and disposal this subparagraph, Lessee need not obtain approval of goods abandoned at Agrarian for construction of the leased premises to be paid improvement approved by the entity. 10.3 All Improvements made by ▇▇▇▇▇▇. , whether purchased, constructed, or installed, on any part of the Leased Premises at any time during this Lease shall become the property of Lessee. (a) So long as Lessee is not in default under this Lease, Lessee shall have the following rights with respect to Improvements. (b) Lessee shall have the right, but not permit the obligation, to remove any mechanic's non-permanent Improvements, including, arbors, movable sheds, appliances, solar panels, and other structures not anchored permanently to below-grade foundations, and to return the land to its original condition. (c) Lessee may remove permanent Improvements only with the prior written consent of Agrarian, which Agrarian in its sole discretion may withhold for reasons related to its organizational purposes. (d) For all improvements made by Lessee and not removed from the Leased Premises, Lessor shall compensate Lessee for associated costs, less depreciation value within one year after termination of this Lease or materialmen's liens on a schedule mutually agreed to stand against by the leased premises Parties in writing. The Parties shall mutually agree in writing upon the manner of determining valuation, which may be having a formal appraisal prepared, with costs of that to be paid as mutually determined by the Parties. 10.4 At the expiration or against earlier termination of the Central School and Lessor may require appropriate assurances by way of bondLease Term, deposit if the Leased Premises is not returned to its original condition or other reasonable procedure to protect against such liens and may, should such liens arise out of in better condition than its original condition Agrarian shall have the right at Lessee's acts hereunder, pay expense to repair all damage and discharge same and such amounts shall become due and payable injury to Lessor from the Leased Premises caused by Improvements or to require Lessee with interest at to do the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annumsame.

Improvements. 4.1 7.01. Landlord shall install those improvements, and only those improvements, required to be installed by it pursuant to Floor plan known as Exhibit A and Building Standard Specifications known as Exhibit C attached hereto and incorporated herein by reference. Said improvements shall be constructed in accordance with the plans and specifications adopted pursuant to said Exhibit C, however, material deviations and substitutions shall be allowed upon consent of Tenant which shall not be unreasonably withheld. 7.02. It is understood and agreed by Tenant that any minor changes from any plans or specifications which may hereafter be made during construction shall not effect or change this Lease or invalidate the same. Tenant shall pay to Landlord any expense incurred by Landlord as a result of changes requested by Tenant which affect Landlord's work. In taking possession addition, prior to the commencement of such work, Tenant, if required by Landlord, shall secure, at Tenant's expense, performance, labor and materials bonds for the full cost of such work satisfactory to Landlord, Landlord will direct electricians as to where and how telephone wires are to be introduced. No boring or cutting for wires will be allowed without the consent of Landlord. The location of telephones, call boxes and other office equipment affixed to the Leased Property shall be subject to the approval of Landlord. Tenant shall not lay linoleum, tile, carpet or other similar floor covering so that the same shall be affixed to the floor of the leased premisesLeased Property in any manner except as approved by Landlord. The roof of the Leased Property shall not be penetrated without Landlord's prior written consent. 7.03. Tenant shall observe and perform all of its obligations under this Lease (except its obligations to pay rent) from the date upon which the Leased Property is made available for Tenant's work until the Commencement Date in the same manner as though the lease term began when the Leased property was so made available to Tenant. 7.04. Tenant, at its sole cost and expense, may make additional additions, alterations, improvements or changes ("improvements") in and to the Leased Property, provided, however, that Tenant shall not make any such improvements without the prior written consent of Landlord which shall not be unreasonably withheld.. All improvements made by Tenant pursuant to this Section 7 shall be made promptly and in good and workman-like manner and in ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy iance with all insurance requirements and with all applicable permits and authorizations, and all other governmental rules, regulations, ordinances, statutes and laws, and all rating bureau recommendations, now or hereafter in good, clean and tenable condition, subject only effect pertaining to the repairs Leased Property or improvements which Lessor Tenant's use thereof. Prior to the commencement of such work, Tenant shall give evidence to Landlord that appropriate insurance satisfactory to Landlord has agreed to make at Lessor's expense been obtained for the protection of Landlord and which are set forth on Exhibit "C" attached hereto, if there are anyits tenants and invitees from damage or injury resulting from the making of such improvements. 4.2 Lessee agrees 7.05. Landlord's approval of any drawings, plans or specifications shall not constitute any assumption of any liability for the accuracy or sufficiency thereof. 7.06. Any improvements installed or constructed by Tenant pursuant to make this Section 7 shall at its own expense Landlord's option become the property of Landlord upon the expiration or sooner termination of this Lease. However, Landlord shall have the right to require Tenant to remove any or all alterations improvements, at Tenant's sole cost and improvements expense, upon such termination of this Lease and to surrender the Leased Property in the same condition as it was prior to the leased premises except as otherwise indicated to be the obligation making of Lessor under this Lease Agreement. All any or all such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premisesimprovements, including the work, if any, removal of ▇▇▇▇▇▇submetering and electrical system to Landlord's engineer, architect specification metering and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancyelectrical system, reasonable wear and tear excepted. Any property left Nothing herein contained shall be construed to require tenant to make or pay for any repair, alteration, improvement, or addition, or to do any other act or thing which Landlord is required to make or do under any provision of this Lease, or which is required or becomes necessary at any time because of any failure of Landlord to perform any of its obligations hereunder. 7.07. In order to expedite the commencement of Tenant's business in the leased premises Leased Property, at any time after Landlord notifies Tenant that Landlord's construction of Improvements hereof has been substantially completed, Tenant may enter upon the expiration or termination Leased Property for the purpose of this term installing trade fixtures and furnishings and taking any other action deemed appropriate by Tenant with respect to the Leased Property prior to the Commencement Date. Tenant shall pay for all utilities consumed by Tenant and its contractors in preparing the Leased Property for the opening of this lease Tenant's business, but shall not by reason of such entry be required to pay any rent. Tenant shall not interfere with the completion by Landlord of the construction of the Improvements. 7.08. Landlord agrees that the Improvements shall be deemed constructed in a sound and workmanlike manner and in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. Landlord warrants to have been abandoned Tenant that all materials furnished in connection with the construction of the Improvements will be new unless otherwise specified, and that such construction will be of good quality in accordance with industry standards, free from faults and latent and patent defects and in conformance with the Plans. Construction work not so conforming to these standards may be considered defective. No payment or payments of rent hereunder shall be construed to constitute an acceptance by Tenant of improper materials or workmanship that do not conform to the requirements of the Plans and the terms hereof. 7.09. Landlord shall indemnify and hold harmless Tenant, its officers, directors, shareholders, agents, representatives, employees and attorneys from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses of any nature asserted against or incurred b~ Tenant and arising out of or in connection with Landlord's construction of the Improvements. 7.10. Notwithstanding the above, if Tenant enters the Premises to commence any work, which causes delay to the Certificate of Occupancy or Temporary Certificate of Occupancy, the commencement of rents shall become the property thirty (30) days from said commencement of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annumwork.

Improvements. 4.1 In taking possession of the leased premises, ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in good, clean and tenable condition, subject only to the repairs No alteration or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under to the supervisionPremises, direction except in accordance with the terms of the Master Lease, as modified by Master Lessor’s consent to this Sublease, and, except as expressly set forth below to the contrary, with the prior written consent of both Master Lessor and control Sublessor, which consent of Sublessor shall not be unreasonably withheld. (a) Sublessee intends to install tenant improvements, cabling, communications equipment, security systems, and equipment within the Premises, subject to Master Lessor's architect’s and Sublessor’s consent, which consent shall not be unreasonably withheld or delayed except as provided in Section 10.1 of the Master Lease. (b) Except as permitted above, and except for painting, carpeting and other cosmetic alterations (provided Master Lessor has waived its right to consent to the same), no alteration or improvements shall be made in good and workmanlike manner according to the termsPremises, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping except with the historical character prior written consent of both Master Lessor and Sublessor, which consent of Sublessor and Master Lessor shall not be unreasonably withheld or delayed except as provided in Section 10.1 of the buildingMaster Lease. All alterations and improvements performed on must be made in accordance with laws. The architect, contractor and project manager used by Sublessee shall also be subject to the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by prior written of Master Lessor, which approval consent shall not be unreasonably withheld or delayed. Sublessee shall not be withheldrequired to pay Sublessor any supervisory fee (except any such fee required by Master Lessor under the Master Lease, which fee may be waived in Master Lessor’s consent to this Sublease) relating to Sublessee’s alterations or improvements. Lessee Sublessor shall pay for all architectural, engineering cooperate with Sublessee (at Sublessee’s cost) in Sublessee’s efforts to obtain the approval of Master Lessor and other services and all costs incurred by Lessor any required approval of any governmental agency or entity in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements installations proposed by Sublessee. If Master Lessor desires that any alteration or improvement by Sublessee be removed by Sublessee on the Expiration Date, then Master Lessor shall so notify Sublessee at the time Master Lessor grants its approval for such alteration or improvement. Unless required by Master Lessor (which requirement must be waived in Master Lessor’s consent to this Sublease, unless waived by Sublessee under Section 18 below), in no event shall Sublessee be required to remove or change cosmetic alterations to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premisesPremises. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annum.

Improvements. 4.1 In taking possession (i) Landlord shall deliver the Premises to Tenant in its “as-is” condition, without (A) any obligation on Landlord’s part to undertake or pay for any improvements or alterations therein, except as expressly provided below; or (B) any representations or warranties regarding the condition thereof. Notwithstanding the foregoing, Landlord shall construct a demising wall in the Premises in the location shown on Exhibit A-1 attached hereto (the “Demising Wall”). Landlord shall (1) construct the Demising Wall using Building standard materials selected by Landlord; (2) be obligated to paint the interior surface of the leased premisesDemising Wall within the Premises; and (3) not be obligated to construct the Demising Wall prior to the Commencement Date. Tenant shall, ▇▇▇▇▇▇ acknowledges at Tenant’s sole cost and expense subject, however, to application of the Improvement Allowance (as defined in the Work Agreement (hereinafter defined)), construct in the Premises the Tenant Improvements (as defined in the Work Agreement) described in the Work Agreement attached hereto as Exhibit B (the “Work Agreement”) in accordance with the terms and conditions of the Work Agreement. In the event that same were on Landlord and Tenant have not finally agreed upon the date scope and details of occupancy the Tenant Improvements as of the Effective Date, Tenant’s submissions to Landlord of plans and specifications detailing such work shall be subject to Landlord’s written approval in goodaccordance with the Work Agreement. The Tenant Improvements shall be subject to Landlord’s prior written approval, clean shall comply with all applicable building codes, laws and tenable conditionregulations (including, without limitation, the Americans with Disabilities Act), shall not require any changes to or modifications of any of the mechanical, electrical, plumbing or other systems of the Building, and shall otherwise be constructed in strict accordance with the terms of the Work Agreement. The cost of all design, architectural and engineering work, construction costs, construction supervision, contractors’ overhead and profit, licenses and permits, and all other costs and expenses incurred in connection with the Tenant Improvements shall be at Tenant’s sole cost and expense, subject only to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are application of the Improvement Allowance as more fully set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to in the leased premises except Work Agreement. Landlord shall disburse the Improvement Allowance as otherwise indicated to be provided in the obligation of Lessor under this Lease Work Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made costs incurred in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character respect of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor Tenant Improvements in connection with ▇▇▇▇▇▇'s improvement or alteration excess of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee Improvement Allowance shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇Tenant as provided in the Work Agreement. (ii) The parties expressly acknowledge and agree that Landlord may construct the Demising Wall (A) while Tenant and its contractors are constructing the Tenant Improvements in the Premises; or (B) at Landlord’s option, while Tenant is in occupancy of the Premises. Lessee Landlord shall not permit be responsible for any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%)damage to, or such greater amount as shall then be permitted inconvenience or interference with: (1) the performance by lawTenant and Tenant’s contractors of the Tenant Improvements, per annumor (2) Tenant’s operation of its business in the Premises which is allegedly caused by, or in connection with, Landlord’s construction of the Demising Wall.

Improvements. 4.1 In taking possession of the leased premises, ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in good, clean and tenable condition, subject only to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 The Lessee agrees to make at its own expense all alterations and improvements to the leased premises that no leasehold improvements, alterations, or changes of any nature (except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, for those listed on any attached addenda) shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the termsleasehold premises or the exterior of the building without first obtaining the consent of the Lessor in writing, conditions and requirements set by ▇▇▇▇▇▇ and its architectwhich consent shall not be unreasonably withheld, and shall be in keeping with the historical character of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessorthereafter, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services any and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or leasehold improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee Premises which become affixed or attached to the leasehold Premises shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises Lessor at the expiration or termination of this term Agreement. Furthermore, any leasehold improvements shall be made only in accordance with applicable federal, state, or local codes, ordinances, or regulations, having due regard for the type of construction of the building housing the subject leasehold Premises. If the Lessee makes any improvements to the Premises the Lessee shall be responsible payment, except the following: ______________________. Nothing in this Agreement shall be construed to authorize the Lessee or any other person acting for the Lessee to encumber the rents of the Premises or the interest of the Lessee in the Premises or any person under and through whom the Lessee has acquired its interest in the Premises with a mechanic’s lien or any other type of encumbrance. Under no circumstance shall the Lessee be construed to be the agent, employee, or representative of Lessor. In the event a lien is placed against the Premises, through actions of the Lessee, Lessee will promptly pay the same or bond against the same and take steps immediately to have such lien removed. If the Lessee fails to have the lien removed, the Lessor shall take steps to remove the lien, and the Lessee shall pay Lessor for all expenses related to the lien and removal thereof and shall be in default of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annumAgreement.

Improvements. 4.1 In taking possession This lease is executed with the understanding and agreement that the Lessee is not obligated to make any improvements to the Premises, but that if Lessee elects to do so, said improvements shall consist of the leased premisesplanting of a premium wine grape vineyard and the installation of buildings, ▇▇▇▇▇▇ acknowledges that same were equipment and facilities which Lessee may require for the development and operation of said 'property as a vineyard. Except as provided in Paragraph 11, the full cost of said improvements shall be borne and paid by Lessee, without any contribution whatsoever by Lessors. The construction and installation of these or any other improvements made to the Premises by the Lessee shall be subject to the following conditions: (a) At least ten (10) days but not more than thirty (30) days before commencement of any construction on or improvement to the Premises which will cost in excess of $10,000.00, Lessee shall notify Lessors of Lessee's intention to commence said work. The notice shall specify the approximate location and nature of the intended improvements and shall state the approximate date on or after which work is to commence. Lessors shall have the right to post and maintain on the Premises any notices of nonresponsibility provided for under applicable law. (b) Lessee shall not suffer or permit to be enforced against the Premises or any part thereof any mechanic's, materialman's, contractor's, or subcontractor's lien arising from any work of improvement made by Lessee, however it may arise. However,Lessee may in good faith and at Lessee's own expense contest the validity of any such asserted lien, provided Lessee has furnished the bond required in Civil Code Section 3143 (or any comparable statute hereafter enacted for providing a bond or other assurance freeing the Premises from the effect of such a lien claim.) (c) Lessee shall indemnify Lessors against all liability and loss of any type arising out of work performed on the Premises by or for Lessee, together with reasonable attorneys' fees and all costs and expenses incurred by Lessors in negotiating, settling, defending, or otherwise protecting against such claim should Lessee fail to do so. (d) If Lessee does not cause to be recorded the bond described in Civil Code Section 3143 or otherwise protect the property under any alternative or successor statute, and if a final judgment is rendered against Lessee by a court of competent jurisdiction for the foreclosure of a mechanic's, materialman's, contractor's or subcontractor's lien claim, and if Lessee fails to stay an execution of the judgment by lawful means or to pay the judgment, Lessors shall have the right, but not the duty, to pay or otherwise discharge, stay, or prevent the execution of any such judgment or lien or both. Lessee shall reimburse Lessors for all sums paid by Lessors under this subparagraph (d), together with all Lessors' reasonable attorneys' fees and costs, plus interest on those sums, fees, and costs at the highest legal rate allowed under the laws of California from the date of occupancy in good, clean and tenable condition, subject only to payment until the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation date of Lessor under this Lease Agreementreimbursement. All such improvements and alterations made constructed or installed on the Premises by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set owned by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination of during the term of this Lease Agreementlease. At the conclusion of the lease term as defined in Paragraph 1 hereof, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or upon any earlier termination of this term lease however occurring, Lessee shall surrender the Premises and improvements to Lessors and as of this lease said date said improvements shall be deemed to have been abandoned become part of the real property and shall become the property of Lessor belong solely to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annumLessors.

Improvements. 4.1 In taking possession (a) Tenant is already occupying the Premises and accepts the same in its “as-is” condition for the Extension Term, except as expressly provided herein and subject to the terms and conditions of the leased premisesLease, including but not limited to the parties’ maintenance, repair and replacement obligations under the Lease. Landlord will, at its sole cost and expense (except as set forth below and without regard to estimated costs set forth on Exhibit “C” or “D”), which costs and expenses shall include all costs for architectural and engineering planning and documents, complete construction of the Premises in accordance with Space Plan 1 (showing new construction), Space Plan 2 (showing demolition work), the Scope of Work, ▇▇▇▇▇▇’▇ acknowledges that same were on Mechanical HVAC Equipment Survey, and Fiberplus Quote for Richmond Location Access Control, attached hereto as Exhibits “A”, “A-1,” “B,” “C” and “D” respectively and incorporated herein by this reference (collectively, the date “Improvements”). As set forth in the Scope of occupancy in goodWork, clean Landlord shall, at its sole cost and tenable condition, subject only expense (except as set forth below and without regard to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are estimated costs set forth on Exhibit "“C" attached hereto” or “D”), replace the HVAC units identified as Unit Numbers 31, 32, and 35 with similarly sized comparable units and perform all work associated with the installation of data, telephone and security systems serving the Premises. Notwithstanding any provision of this Amendment to the contrary, if there are anyTenant requests any changes to the Space Plans, the Scope of Work, the approved drawings and specifications or any additional work (the “Tenant Changes”), Tenant must present Landlord with revised drawings and specifications. As a condition of its approval, Landlord shall require that Tenant pay for the cost of the Tenant Changes. If Landlord approves the Tenant Changes, Landlord will incorporate such changes in the Improvements. The cost of the Tenant Changes shall be deemed additional rent and shall be paid by Tenant to Landlord within ten (10) days following receipt or refusal of an invoice from Landlord regarding the same. 4.2 Lessee agrees (b) Landlord’s obligations with respect to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee of the Premises shall be undertaken only limited to the Improvements. Otherwise, Landlord will provide the Premises in its current “as is” condition, except as expressly provided herein and subject to the terms and conditions of the Lease, including but not limited to the parties’ respective maintenance, repair and replacement obligations under the Lease. The Improvements will be constructed using Building standard materials consistent with the materials used in comparable buildings in the Glen Allen, Virginia submarket and shall comply with the Americans with Disabilities Act, as amended, and the regulations issued pursuant thereto. (c) The parties acknowledge that Landlord’s ability to complete the Improvements is dependant upon advance Landlord obtaining access to the Premises, which access is subject to the terms of the Lease. Tenant will be responsible for granting Landlord access to the Premises for the purpose of completing the Improvements and will permit Landlord unfettered access to the Premises in order to allow Landlord to complete the Improvements therein. Within a reasonable time period following the execution of this Amendment, Landlord and Tenant shall establish a mutually-acceptable construction schedule for the completion of the Improvements (Landlord and Tenant each agreeing to negotiate in good faith to arrive at such mutually-agreeable construction schedule). Landlord agrees to promptly commence and thereafter diligently pursue completion of construction of the Improvements upon approval of Lessorthe construction schedule, receipt of permits and approval of the plans. During the construction of the Improvements, Tenant shall not interfere with Landlord or hinder Landlord in any way in its efforts to complete the Improvements. In addition, Tenant shall timely remove all property from the portion of the Premises where work is being performed in order to facilitate Landlord’s ability to complete construction of the Improvements. The parties acknowledge that the completion of the Improvements may interfere with the Tenant’s use of the Premises, and it is hereby expressly agreed that such interference shall not be made deemed a constructive eviction of Tenant, nor shall it work an abatement of Base Rent or any other amounts due under the supervision, direction and control of Lessor's architect, Lease. Landlord shall be made in good and workmanlike manner according use commercially reasonable efforts to minimize interference with Tenant’s business operations during the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character construction of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by LessorImprovements, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement obligate Landlord to construct the Improvements during non-business hours or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premiseson weekends. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annum.

Improvements. 4.1 In taking possession 3.01 During the Term, the Licensor shall disclose and make available to the Licensee all Improvements which shall be dealt with in accordance with all the terms and conditions of this Agreement. If an Improvement is patentable, it shall be treated as one of the leased premisesLicensed Patents, ▇▇▇▇▇▇ and if non-patentable, as part of the Licensed Technology. 3.02 The Licensee acknowledges that same were on the date Licensor's obligations pursuant to clause 3.01 are conditional upon VIDO's continued existence and operation. For greater particularity, Improvements made by employees of occupancy the University of Saskatchewan who are not employees of VIDO (the "University Employees") are exempt from the operation of clause 3. 01. The University of Saskatchewan agrees that in goodthe event that University Employees effect discoveries and inventions which are owned by the University of Saskatchewan, clean and tenable conditionwhether patentable or not, subject only that consist of an improvement, addition, extension or enhancement to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached heretosubject matter of the Licensed Patents or, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be extent the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according same relate to the termswithin grant of License, conditions and requirements set by ▇▇▇▇▇▇ and its architectthe Licensed Technology, and the University of Saskatchewan shall be in keeping provide the Licensee with the historical character of opportunity to obtain entitlements to such discoveries and inventions for the buildingsame purposes as contemplated by this License on terms and conditions that the University would accept from a third party. All alterations If the Licensee declines to participate in such opportunity (and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease License shall be deemed to have been abandoned declined in the event that it has not elected to do so within such period of time as the University may reasonably determine and advise the Licensee), the University may thereafter without reference to the Licensee provide such entitlements to third parties on terms no more favorable than those offered the Licensee. The Licensee expressly acknowledges and agrees that no obligation of the University to the Licensee arises under this provision where any such discovery or invention is subject of rights or entitlements in favor of a third party. The Licensee further acknowledges that any invention or discovery arising in the course of third party funded research gives rise to an expectation (that the University views as and the Licensee agrees is an entitlement for purposes of this provision) to provide such third party with the opportunity to commercially exploit the discovery or invention. This obligation of the University shall extend for five (5) years from the Effective Date of this Agreement. 3.03 The Licensor acknowledges that Licensee may make discoveries or inventions, whether patentable or not, without the use of the Licensed Technology and which do not infringe upon the Licensed Patents, which discoveries and inventions shall be owned by the Licensee and shall become the property be known as "Licensee Improvements," for purposes of Lessor this Agreement. Licensor also acknowledges that no payment of royalties shall be due under this Agreement with respect to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annumLicensee Improvements.

Improvements. 4.1 In taking possession 8.1 Subject to (i) Lessor's written approval, which approval may relate to design, location, construction methods, and installation procedures and which shall not be unreasonably withheld, conditioned or delayed and (ii) the terms, provisions, and conditions of this Agreement, Lessee may construct or place upon the Premises, at Lessee’s sole expense, improvements required by Lessee (“Lessee Improvements”) for the purpose of furthering Lessee's permitted use of the Premises. Such improvements, if permanently placed or affixed to the Premises, shall become the property of Lessor at termination or expiration of this Agreement (the “Fixed Lessee Improvements”), except as otherwise agreed to in writing by the Parties. Lessee shall not remove or dispose of any of the leased premises, ▇▇▇▇▇▇ acknowledges that same were on assets or Fixed Lessee Improvements at the date of occupancy in good, clean and tenable condition, subject only to Premises (but expressly excluding all other Lessee Improvements which may be removed at Lessee’s discretion) without the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance prior written approval of Lessor, such approval not to be unreasonably withheld, conditioned or delayed. Lessee shall be made under notify Lessor within three (3) days of any damage to any part of the supervision, direction Premises. Nothing in this section shall limit Lessee’s right to remove its trade fixtures and control moveable equipment installed by Lessee. Lessee shall not impair or negatively impact the original capability of Lessor's architect, shall be made in good and workmanlike manner according the Facilities. 8.2 Subject to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character prior written approval of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not be unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain have the right to install and deliver maintain signage at the Leased Premises at Lessee’s sole cost and expense (including but not limited to Lessor a valid waiver construction costs, permits, and release licensing fees) and in conformity with all Applicable Laws, restrictive covenants, ordinances, rules, and regulations; provided that such signage shall only relate to Lessee’s occupancy of mechanic's liens by each party who will furnish laborand operations on the Leased Premises. During the Term of this Agreement, materials or services to Lessee shall maintain any such signage at the lease premises. 4.3 At Leased Premises in good repair and in compliance with Applicable Laws. Upon the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or earlier termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedientAgreement, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit remove all signage and repair and restore any mechanic's damage to the Premise resulting from the installation or materialmen's liens to stand against the leased premises or against the Central School removal of any such signage at Lessee’s sole cost and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annumexpense.

Improvements. 4.1 In taking possession Tenant shall pay the Plan Review Fee to Landlord in connection with Landlord's review of Tenant's Plans for Improvements (including the initial construction of the leased premises, ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in good, clean and tenable condition, subject only to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease AgreementPremises). All such improvements and alterations made by Lessee The Plan Review Fee shall be undertaken only upon advance approval payable concurrently with Tenant's submittal of Lessor, Tenant's Plans to Landlord. The "Plan Review Fee" shall initially be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according an amount equal to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, Two Thousand Five Hundred Dollars ($2,500) and shall be increased in keeping accordance with the historical character of the buildingCPI Adjustment Procedures. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and The Base Month shall be the property month in which the Rent Commencement Date occurs; the Month of LessorAdjustment shall be the month in which the anniversary of the Rent Commencement Date occurs during each year of the Lease Term thereafter. Lessee shallTenant shall certify to Landlord Tenant's actual cost of constructing its Improvements within thirty (30) days after Landlord's request therefor. After the initial construction of the Premises by Tenant, Tenant shall not make further Improvements to the Premises without Landlord's prior consent, which consent may be withheld in Landlord's sole discretion with respect to Improvements to the mechanical or electrical systems, to the exterior walls or roof of the Premises, or to any storefront or area of the Premises within three feet (3') of the storefront; the addition of any mezzanine or Improvements that increase the size of any existing mezzanine; and any penetration into or through the roof, ceiling or floor of the Premises (collectively, "RESTRICTED ALTERATIONS"). Tenant may, at Tenant's sole cost and expense, and after giving Landlord notice of Tenant's intention to do so, which notice shall be provided at least ten (10) business days prior to Tenant's commencement of such work, make non-structural alterations, additions, improvements, and changes to the interior of the Premises, such as installing or replacing flooring, trade fixtures, paint or other decorations (collectively referred to herein as "COSMETIC ALTERATIONS") but not Restricted Alterations, as Tenant may find necessary or convenient for Tenant's purposes. Tenant may, at Tenant's sole cost and expense, after giving Landlord notice of Tenant's intention to do so, which notice shall be provided at least ten (10) business days prior to Tenant's commencement of such work, make alterations, additions, improvements, and changes (collectively referred to herein as "MATERIAL ALTERATIONS"; as used in this Lease, Cosmetic Alterations and Material Alterations are referred to herein as "ALTERATIONS") in and to the interior of the Premises (except Restricted Alterations) as Tenant may find necessary or convenient for Tenant's purposes. In no event may Alterations costing in excess of Fifty Thousand Dollars ($50,000.00) be made without first procuring the prior written consent of Landlord. All Alterations to the Premises by Tenant after the initial construction of the Premises shall be subject to the terms and conditions for the performance of Tenant's Work as set forth in EXHIBIT C. In the event Landlord establishes a blade sign program at any time during the Lease Term, upon notice from Landlord, Tenant, at its sole cost and expense, remove ▇▇▇▇▇▇shall either (i) purchase and install a blade sign on its storefront in compliance with Landlord's goods criteria for such signs and effectsin accordance with plans approved by Landlord, including trade fixtures, machinery, or (ii) reimburse Landlord for Landlord's cost to purchase and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in install a blade sign on the original date storefront of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annumPremises.

Improvements. 4.1 In taking possession The Tenant will not make any repairs, alterations, replacements, decorations or improvements to any part of the leased premises, ▇▇▇▇▇▇ acknowledges that same were on Leased Premises without first obtaining the date of occupancy in good, clean and tenable condition, subject only Landlord's prior written approval. The Tenant shall submit to the repairs or improvements which Lessor Landlord details of the proposed work, such indemnification against liens, costs, damages and expenses as the Landlord shall reasonably require and evidence satisfactory to the Landlord that the Tenant has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached heretoobtained, if there are any. 4.2 Lessee agrees to make at its own expense sole expense, all alterations necessary consents, licenses and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreementapprovals from all governmental authorities having jurisdiction. All such repairs, replacements, alterations, decorations or improvements and alterations made by Lessee the Tenant to the Leased Premises approved of by the Landlord shall be undertaken only upon advance approval of Lessor, shall be made under at the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character sole cost of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ Tenant, shall be performed by competent contractors workmen in a good and subcontractors workmanlike manner and shall be subject to the reasonable supervision of the Landlord. Any such repairs, replacements, alterations, decorations or improvements made by the Tenant without the prior written consent of the Landlord, or, which are not in accordance with the drawings and specifications approved by Lessorthe Landlord, as aforesaid, shall, if requested by the Landlord, be promptly removed by the Tenant at its expense and the Leased Premises restored to their previous condition. Provided, notwithstanding anything herein contained, no repair, replacement, alteration, addition or improvement to the Leased Premises by or on behalf of the Tenant shall be permitted which approval shall not unreasonably be withheldmay weaken or endanger the structure or adversely affect the condition or operation of the Leased Premises or diminish the value thereof, or restrict or reduce the Landlord's coverage for zoning purposes. Lessee shall pay for all architectural, engineering and other services Any and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premisesrepairs, including the workreplacements, if anyalterations, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations additions or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to Leased Premises which may affect the lease premises. 4.3 At the expiration or termination structure of the term Leased Premises or any part of this Lease Agreementthe Building or which are to, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be performed only by the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises Landlord at the expiration or termination of this term of this lease shall be deemed to have been abandoned Tenant's sole cost and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annumexpense.

Improvements. 4.1 No alteration or improvements shall be made to the Subleased Premises, except in accordance with the Master Lease, and with the prior written consent of both Master Lessor and Sublessor, which consent of Sublessor shall not be unreasonably withheld, conditioned or delayed. Sublessee acknowledges and agrees that Master Lessor may withhold its consent to any alterations or improvement (including Sublessee’s proposed conduit described below), subject to the standards and requirements set forth in the Master Lease, including, without limitation, submission and approval of plans, specifications and permits for such work. Without limiting the foregoing, Sublessee may not alter or replace the window coverings in the Subleased Premises without the prior written consent of both Master Lessor and Sublessor. [n no event shall Sublessee have any right to modify or add any components to the fire/life safety enunciator system in the Subleased Premises. In taking possession addition, if any alterations to the Subleased Premises include the removal of any cabinetry in the break rooms and coffee stations within the Subleased Premises, Sublessee shall remove such cabinetry in a manner which does not damage it and deliver such removed cabinetry to Sublessor for Sublessor’s use and ownership. All approved alterations shall be constructed in a good and workmanlike manner and in compliance with all applicable laws and the plans and specifications therefor approved by Sublessor (which approval shall not be unreasonably withheld, conditioned or delayed) and Master Lessor and any reasonable construction rules and regulations specified by Sublessor or Master Lessor and shall be performed in a manner that does not unreasonably interfere with Sublessor’s use and enjoyment of Building 2051 and the Project. Sublessor may condition its consent upon Sublessor’s receipt of security reasonably satisfactory to Sublessor for the restoration of the leased premisesSubleased Premises and affirmation of Sublessee’s restoration obligations under this Sublease. All removal and restoration shall be completed by Sublessee prior to the Expiration Date or earlier termination of this Sublease. In the event that Sublessor and Master Lessor consent to any alterations, (a) Sublessee shall engage a vendor or vendors reasonably approved by Sublessor, (b) Sublessee shall provide Sublessor with such vendor(s)’ certificates of insurance prior to the commencement of any work and (c) and on or prior to the Expiration Date or the earlier termination of this Sublease, Sublessee shall remove all such alterations (unless Sublessee is not required to remove such alterations pursuant to the provisions of Article IX.C of the Master Lease, as incorporated herein), repair any damage caused by such removal, and restore the Subleased Premises to the condition in which they existed prior to the installation of such alteration. Sublessor shall not unreasonably withhold its consent to the installation of conduit between the Subleased Premises and Sublessee’s premises at ▇▇▇▇ ▇▇▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in good, clean and tenable condition, subject only to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ , provided, that (i) Master Lessor consents to such installation; (ii) Sublessee is not in default, beyond applicable notice and its architectcure periods, of this Sublease; and shall be in keeping (iii) such installation complies with the historical character of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination of the term provisions of this Lease Agreement, all improvements Sublease and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annumMaster Lease.

Improvements. 4.1 In taking possession of The term "improvements" as used herein means any ------------ improvement, addition or change to the leased premises, ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in good, clean and tenable condition, subject only to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or any alteration of the leased premises, including or anything placed, installed or constructed in, on or upon the workleased premises, if anywhether or not characterized by law as a fixture, but does not include the Tenant's personal property. Tenant shall not make, or permit to be made any structural improvements or alterations, in, on, or to the leased premises or any part thereof without the prior written consent of ▇▇▇▇▇▇'s engineerLandlord, architect which consent shall not be unreasonably withheld; provided that the improvements shall not lessen the value of the leased premises. Any improvements made in, on, or to the leased premises shall be at the sole expense of Tenant and other agents connected therewithany additions to or alterations of said premises shall become at once a part of the realty and belong to Landlord. Prior to undertaking Tenant shall keep the premises and the property in which they are situated free from any alterations liens arising out of any work performed on the leased premises, by or improvements on behalf of Tenant, for material furnished to the leased premises, Lessee or for obligations incurred by Tenant. In making any alteration that Tenant has a right to make, Tenant shall obtain not commence such improvement or alteration until three (3) days after Landlord has received notice from Tenant stating the date of commencement of the improvement or alteration so that Landlord can post and deliver to Lessor a valid waiver and release record any appropriate notice of mechanic's liens by each party who will furnish labor, materials or services nonresponsibility. All alterations shall be completed with due diligence. Subject to the lease premises. 4.3 At provisions of Paragraph 16, below, if any installation, alteration or improvement is required by law by any governmental authority, Tenant shall at Tenant's cost and expense promptly make such installation, alteration or improvement. Provided Tenant is not in default or in breach of this Lease beyond the expiration or termination of any applicable grace periods, Tenant may during the term of this Lease, and shall immediately upon the expiration of this Lease, remove from the leased premises all of Tenant's personal property and trade fixtures and such other property which Landlord may during the term of this Lease Agreementagree or acknowledge in writing are improvements belonging to Tenant. Tenant may from time to time during the term of this Lease install trade fixtures of various kinds and descriptions for the purpose of carrying on, and used in connection with, any broadcasting business conducted on the leased premises, and upon any of such trade fixtures being so installed or placed on the leased premises by Tenant or any other person, the same shall remain at all improvements times the property of Tenant or such other person and, at any time during the term of this Lease, and alterations made at the termination thereof, Tenant or such other person shall be entitled to remove any and all of such trade fixtures that shall belong to the person so removing the same, and Landlord shall have the right to require the Tenant at the expiration of the term to remove any or all of such trade fixtures; provided that all damage to the leased premises caused by Lessee shall remain with the leased premises and such removal shall be the property of Lessor. Lessee shall, fully repaired by Tenant at its Tenant's sole expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annum.

Improvements. 4.1 In taking possession Using Building standard materials, components and finishes, Landlord shall cause the installation and/or construction of the leased premisesimprovements in the Premises (the “Improvements”) pursuant to that certain space plan attached to this Lease as Exhibit A (the “Space Plan”). Other than as expressly contemplated by Section 3.1 below, ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in goodTenant shall make no changes, clean and tenable condition, subject only additions or modifications to the repairs Improvements or improvements the Space Plan or require the installation of any “Non-Conforming Improvements” (as that term is defined in Article 2, below), without the prior written consent of Landlord, which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached heretoconsent may be withheld in Landlord’s sole discretion if such change or modification would directly or indirectly delay the “Substantial Completion” (as that term is defined in Section 5.1, if there are any. 4.2 Lessee agrees to make at its own expense below) of the Improvements or impose any additional costs. Notwithstanding the foregoing or any contrary provision of this Lease, all alterations and improvements Improvements shall be deemed Landlord’s property under the terms of this Lease. Notwithstanding any provision to the leased premises except as otherwise indicated contrary contained in this Work Letter Agreement, in no event shall the cost of the Improvements exceed a total amount equal to […***…] Dollars ($[…***…]) (i.e., […***…] Dollars ($[…***…]) per each of the rentable square feet of the Premises) (the “Landlord Contribution Amount”). All costs in excess of the Landlord Contribution Amount shall be the obligation paid to Landlord by Tenant in advance within five (5) days following Tenant’s receipt of Lessor under this Lease Agreementa request therefor. All such improvements and alterations made funds provided by Lessee Tenant shall be undertaken only upon advance approval disbursed by Landlord and exhausted prior to disbursement of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according Landlord Contribution Amount. Notwithstanding any provision to the termscontrary contained in this Lease or this Work Letter, conditions and requirements set by ▇▇▇▇▇▇ and its architectbut except as expressly provided in Section 6.8 below, and in no event shall the Landlord be in keeping obligated to pay (via the Landlord Contribution Amount or otherwise) for any moving costs or expenses or any costs or expenses associated with the historical character purchase, installation, operation or maintenance of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessorany furniture, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessorart, peaceably and quietly in as good order and condition as same were in on the original date of occupancycabling, reasonable wear and tear exceptedaudio/visual equipment, access controls, security equipment and/or office signage. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annum.*** Confidential Treatment Requested

Improvements. 4.1 In taking possession (a) Tenant has inspected the Premises and accepts the Premises "as is". Landlord will not make, and is under no obligation to make, any structural or other alterations, decorations, additions or improvements in or to the Premises except as set forth in Exhibit B or as otherwise provided in this Lease. All installations and improvements now or hereafter placed on the Premises shall be for Tenant's account and at Tenant's cost (and Tenant shall pay ad valorem taxes and increased insurance thereon or attributable thereto), which cost shall be payable by Tenant to Landlord in advance as additional rent. (b) Tenant will not make or permit anyone to make any alterations, decorations, additions or improvements, structural or otherwise, in or to the Premises or the Complex, without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. When granting its consent, Landlord may impose any reasonable conditions it deems appropriate, including, without limitation, the approval of plans and specifications, approval of the leased premisescontractor or other persons to perform the work, ▇▇▇▇▇▇ acknowledges that same were on and the date obtaining of occupancy in good, clean and tenable condition, subject only to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreementspecified insurance. All such improvements and alterations made permitted by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall Landlord must be performed by competent bonded contractors and subcontractors approved must conform to all rules and regulations established from time to time by Lessorthe Board of Fire Underwriters having jurisdiction or similar body exercising similar functions and to all laws, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering regulations and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration requirements of the leased premisesfederal, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect Virginia and other agents connected therewithFairfax County governments. Prior to undertaking any alterations or improvements to the leased premises, Lessee Tenant shall obtain and deliver to Lessor a valid waiver and release Landlord written unconditional waivers or releases of mechanic's and materialmen's liens by each party who will furnish laboragainst the Complex and the land upon which it is situated from all contractors, materials or subcontractors, architects, engineers, laborers and material suppliers for all work, labor and services performed and material furnished in connection with improvements to the lease premises. 4.3 At the expiration Premises. Any alterations, decorations, additions or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises Premises, other than those made by Lessee shall remain with the leased premises and Landlord pursuant to Exhibit B, shall be the property conducted on behalf of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods Tenant and effects, including trade fixtures, machinerynot on behalf of Landlord, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease Tenant shall not be deemed to have been abandoned and be the agent of Landlord. In the event Landlord shall become give its written consent to the property making of Lessor any improvements to the Premises, such written consent shall not be deemed to be disposed of as Lessor deems expedientan agreement or consent by Landlord to subject its interest in the Premises, with all costs of cleanup and disposal of goods abandoned at the leased premises Complex, or the land upon which it is situated to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens which may be filed in connection therewith. Tenant shall supply Landlord with as-built plans showing all improvements by Tenant to stand against the leased premises Premises or against the Central School and Lessor may require appropriate assurances by way Complex promptly upon completion of bondeach such improvement. Except as otherwise expressly provided in this Lease, deposit or other reasonable procedure Landlord shall not be required to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable make any repairs to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annumPremises.

Improvements. 4.1 In taking possession Tenant shall not make Alterations to the Leased Premises without obtaining the prior written consent of Landlord. Notwithstanding the foregoing, Tenant may make minor non-structural changes costing less than Ten Thousand Dollars ($10,000.00) in any twelve (12) month period to the Leased Premises without Landlord’s consent, but after providing Landlord with ten (10) business days prior written notice of its intent to make such changes. Landlord approved improvements will be considered part of the leased premises, ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in good, clean Leased Premises and tenable condition, subject only to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this will not require removal upon Lease AgreementTermination unless considered a trade fixture by Tenant. All such improvements and alterations made by Lessee work with respect to any Alterations or changes shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made done in a good and workmanlike manner according by properly qualified and licensed personnel and in accordance with local building code and such work shall be diligently prosecuted to completion. Tenant shall pay the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architectcosts of any work done on the Leased Premises pursuant to this section, and shall be keep the Leased Premises and Building free and clear of liens of any kind, except in keeping the event of a legitimate dispute with the historical character a contractor. Tenant shall indemnify, defend against and keep Landlord free and harmless from all liability, loss, damage, costs, attorneys’ fees and any other expense incurred on account of the building. All alterations and improvements performed on the leased premises claims by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement any person performing work or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, furnishing materials or services to supplies for Tenant or any person claiming under Tenant. Unless otherwise agreed by the lease premises. 4.3 At the expiration or termination of the term of this Lease Agreementparties, all improvements Leasehold Improvements and alterations Alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and Leased Premises shall become the property of Lessor Landlord and be surrendered with the Leased Premises upon the expiration of the Term; provided, however, Tenant’s equipment, machinery and trade fixtures which can be removed from the Leased Premises shall remain the property of Tenant and may be removed. Tenant shall promptly repair any damage to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises Leased Premises or to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against Building resulting from such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annumremoval.

Improvements. 4.1 In The Premises are being leased to Tenant in an "as is" condition and Tenant's taking possession shall be conclusive evidence against Tenant that the Premises were in good order and satisfactory condition when Tenant took possession except as to latent defects. Landlord has not made any promise to Tenant to alter, remodel, or improve the Premises, the Complex, or any adjacent area nor made any representation regarding the condition of the leased premisesPremises or the Complex except those provisions explicitly set forth in this Lease. Tenant may make permanent or temporary alternations, additions, changes or improvements (hereinafter "alternations") on or to the Premises upon receiving Landlord's prior written consent in each instance. Such consent not be unreasonably withheld, conditioned, or delayed. If Landlord consents to such alternations by Tenant, Tenant shall pay the cost of such alternations, and before commencement of the work or delivery of any materials to the Premises or Complex, Tenant shall furnish Landlord with the following: (I) plans and specifications, (ii) names and addresses of all contractors, (iii) copies of contracts, (iv) necessary permits, (v) indemnification of Landlord in form and mount reasonably satisfactory to Landlord against any and all claims, loss, costs, damages, liabilities, and expenses which may arise in connection with such alternations, (vi) waivers of lien for any and all labor, material or equipment to e supplied or rendered in connection with such alternations, and (vii) certificates of insurance from all contractors performing labor or furnishing materials insuring Landlord against any an all liabilities which may arise out of such alternations. All alterations shall be installed in a good, workmanlike manner and only new materials shall be used. Whether tenant furnishes Landlord the foregoing or not, Tenant hereby agrees to hold Landlord harmless from and against any and all liabilities of every kind and nature which may arise out of or be connected with said alterations. Upon completing any alternations or additions, Tenant shall furnish Landlord with contractors' affidavits and full and final waivers of lien and receipted bills covering all labor and materials expended and used in or for such alternations. All alterations shall comply with all ordinances and regulations of the City of Ann ▇▇▇▇▇▇ acknowledges that same were on or and any department or agency thereof and with the date requirements of occupancy in goodall federal, clean and tenable condition, subject only to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architectstate, and shall be in keeping with the historical character local statutes and regulations of the buildingState of Michigan and any department thereof. All alterations and improvements performed on all improvements, temporary or permanent, in or 8 upon the leased premises Premises, placed there by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and Tenant shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup Landlord and disposal of goods abandoned shall remain upon the Premises at the leased premises termination of this Lease, by lapse of time or otherwise, without compensation or credit to be paid by ▇▇▇▇▇▇Tenant. Lessee shall If at the expiration or earlier termination of this Lease and upon Landlord's request, Tenant does not permit any mechanic's or materialmen's liens to stand against remove said additions and improvements, Landlord may remove the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and Tenant shall pay the cost of such amounts removal and damages occasioned thereby to Landlord upon fifteen (15) days prior written notice. Tenant shall become due remove its office furniture, machinery, medical and payable to Lessor other property of every kind and description (hereinafter "personal property") from Lessee with interest at the rate Premises within a reasonable time of eight percent the termination of this lease, whether by lapse of time or otherwise. If such personal property is not so removed, Landlord may request its removal, and if Tenant does not remove it, Landlord may do so, and Tenant shall pay the cost of such removal upon fifteen (8%), or such greater amount as shall then be permitted by law, per annum15) days prior written notice.

Improvements. 4.1 In taking possession of the leased premises, ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in good, clean and tenable condition, subject only to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixturesfixtures (e.g., items such as chairs, sinks, stations, furniture, shelving units), machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇Lessee. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School Pokegama Clubhouse and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee▇▇▇▇▇▇'s acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annum.

Improvements. 4.1 In taking possession (a) Landlord and Tenant agree to negotiate in good faith to come to an agreement whereby Landlord, at Tenant’s sole cost and expense, shall perform the design and construction of certain improvements to the Premises to make the Premises suitable for the use described in section 3.1 (such improvements, the “Tenant Work”), or cause the design and construction of the leased premises, Tenant Work to be completed. The future agreement that Landlord and ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy agree to negotiate in good, clean and tenable condition, subject only good faith in this section 6.1 is referred to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under in this Lease as “Exhibit B” or “Tenant Work Agreement”. All such improvements When Landlord and alterations made by Lessee shall be undertaken only upon advance approval of LessorTenant finalize Exhibit B, shall be made under the supervision, direction Landlord and control of Lessor's architect, shall be made in good Tenant agree to amend this Lease to incorporate Exhibit B as an exhibit. If Landlord and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character of the building. All alterations and improvements performed are unable to reach a final agreement on the leased premises anticipated Exhibit B by ▇▇▇▇▇▇ 11:59 PM (Pacific Time) on the ninetieth (90th) day following the Effective Date, then either Landlord or Tenant shall be performed have the option to immediately terminate this Lease, provided that the parties may extend this 90-day deadline for up to two total periods of 30 days by competent contractors one party providing written notice to the other party. In the event this Lease is terminated pursuant to this Section 6.1, Tenant shall reimburse Landlord for any third-party out-of-pocket costs and subcontractors approved by Lessor, fees (with proof reasonably acceptable to Tenant) accrued up to the date on which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor the Lease is terminated in connection with ▇▇▇▇▇▇'s improvement the Tenant Work, including, without limitation, any applicable design costs or alteration termination fees incurred by Landlord as a result of the leased premisessuch termination (collectively, including the work“Pre-Tenant Work Agreement Costs”), if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee provided that reimbursement for such Pre-Tenant Work Agreement Costs shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premisesnot exceed $200,000. 4.3 At (b) All Tenant Work made by or on behalf of Tenant pursuant to Exhibit B (including any of such Tenant Work replaced by Tenant during the Term due to obsolescence) shall be surrendered to Landlord and become the property of Landlord upon the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or earlier termination of this term of Lease. Notwithstanding anything to the contrary contained in this lease Lease, Tenant shall be deemed to have been abandoned and shall become beneficial use of the property of Lessor to be disposed of as Lessor deems expedientPremises during any period that Tenant Work is being performed, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid whether by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's Landlord or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annumTenant.

Improvements. 4.1 In taking possession of (a) Subtenant agrees to accept the leased premises, ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy Subleased Premises in good, clean and tenable their current "as is" condition, subject only to the repairs or improvements which Lessor has agreed Sublessor having no obligation to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and any improvements to the leased premises Subleased Premises of any kind whatsoever, except as otherwise indicated for the construction of a demising wall (to be completed on or before August 1, 1996) in the obligation location shown on Exhibit A and the installation of Lessor under this Lease Agreementa separate electric --------- utility submeter. All such Subtenant understands and agrees that Sublessor will remove all furniture, fixtures, appliances and built-in cabinets and seating from the lunch room area only prior to August 1, 1996. Occupancy of the Subleased Premises by Subtenant shall constitute acceptance and approval by Subtenant of the condition of the Subleased Premises. (b) Subtenant shall not make or install any additions, renovations, alterations, improvements or changes in or to the Subleased Premises, including the walls, floors, ceilings and alterations made by Lessee shall be undertaken only upon advance fixtures located therein (collectively, "Improvements"), without first obtaining the prior written approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by LessorSublessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement withheld but which may be conditioned upon the satisfaction of any reasonable conditions or alteration of the leased premisesrestrictions that Sublessor deems appropriate, including without limitation, obtaining the workprior approval of Master Lessor, if anyif, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain extent and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services in the manner required pursuant to the lease premises. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations Master Lease. All Improvements made to the leased premises by Lessee Subleased Premises shall remain upon and be surrendered with the leased premises and shall be Subleased Premises at the property end of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly Term in as good order and condition as same were in on the original date of occupancy, reasonable repair except for ordinary wear and tear exceptedand repairs made necessary by fire or other casualty. Any property left in work done by or for Subtenant with respect to the leased premises Subleased Premises shall be at Subtenant's sole cost and expense including, without limitation, any changes or upgrades to the expiration or termination HVAC system (heat pump, heat pump distribution, air balancing, etc.) with respect to the Subleased Premises necessary as a result of this term Sublease and Subtenant's use of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of Subleased Premises as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annuma computing facility.

Improvements. 4.1 In taking possession 14.1 The PURCHASER binds him-, her-, itself to erect a building or buildings on the PROPERTY within 2 (two) years from date of sale of which the value of the leased premisesmain building, ▇▇▇▇▇▇ acknowledges that same were outbuildings excluded, as calculated by the Manager: Valuation Services of the SELLER, shall not be less than the minimum building value specified for a property situated in the relevant township or zoning as set out in clause 39 of the Town Planning Scheme of Windhoek or as determined by the SELLER or any law from time to time. Such building value shall be expressed as a factor of the ground value of the PROPERTY as it is entered into the Valuation Roll of the SELLER from time to time when assessment rates are levied against the PROPERTY. 14.2 Should the PURCHASER fail to carry out the terms of this clause, the SELLER shall have the right to demand payment of and to collect from the PURCHASER and his/her its successor in title, annually, half-yearly, quarterly, or monthly, as the case may be, an amount which is equal to the improvement assessment rates which would have been levied if the terms of this clause had been complied with as a rate in terms of section 73(4)(b) as well as a penalty rate on the unimproved property under section 76A of the Local Authorities Act, 1992 (Act 23 of 1992) as amended. The aforesaid amount is payable from the day following the date on which the building or buildings should have been completed in terms of occupancy this clause. The levy and collection of rates in good, clean and tenable condition, subject only terms of this clause shall not prejudice the rights of the SELLER to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are anyapply any other clause of this Agreement. 4.2 Lessee agrees 14.3 Should the PURCHASER, prior to make at its own expense all alterations and improvements to having paid the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character full purchase price of the building. All alterations PROPERTY and any amounts outstanding in terms of this Agreement, erect any improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors PROPERTY, without first having obtained the SELLER’s express written approval thereto and subcontractors irrespective of whether building plans have been approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration on behalf of the leased premisesSELLER, including the workthen such improvements, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to the SELLER without any compensation being payable in respect of same by the SELLER in the event that this Agreement may be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned cancelled in terms thereof: Provided that at the leased premises sole option and discretion of the SELLER, the SELLER shall have the right to demand that the PURCHASER remove such improvements at his/her/its cost. 14.4 Should the PURCHASER, prior to having paid the full purchase price of the PROPERTY and any amounts outstanding in terms of this Agreement, wish to apply to improve or to erect improvements or for the subdivision of the PROPERTY, the SELLER'S prior written approval and conditions pertaining to the same must first be paid by ▇▇▇▇▇▇obtained. Lessee shall In such event the PURCHASER may not permit commence with any mechanic's building operations, excavation of the land or materialmen's liens to stand against the leased premises erection of improvements on the PROPERTY or against the Central School and Lessor may require appropriate assurances by way marketing of bondthe project, deposit before such payment of the full purchase price under clause 2, 3.1 or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annum3.2 have been effected.

Improvements. 4.1 In taking possession Landlord agrees to perform, at Landlord's expense (except as hereinafter provided), the work ("Landlord's Work") within the Premises described in or shown on, and substantially in accordance with, the Construction Drawings. Tenant shall, at its expense (except as provided in the next sentence), prepare the construction drawings (the "Construction Drawings") for Landlord's Work. Provided that Tenant is not in default under this Lease beyond the expiration of applicable notice and cure periods and shall have taken occupancy of the leased premisesPremises for business, Landlord shall reimburse Tenant up to $55,908.17 (the "Plan Allowance") for the architectural and engineering fees incurred by Tenant in preparing the Construction Drawings, such reimbursement to be made within thirty (30) days of Landlord's receipt of a reasonably detailed invoice from Tenant describing such fees. The Construction Drawings shall be subject to Landlord's approval; and Landlord shall have the right, by notice to Tenant at or prior to the time of its approval of the Construction Drawings, to modify the Estimated Substantial Completion Date based upon the nature of the work shown on the Construction Drawings. Tenant agrees that the Construction Drawings shall be prepared in a diligent and efficient manner so that Landlord's final approval thereof is obtained by March 15, 1998. Tenant acknowledges and agrees that the general contractor for Landlord's Work shall be ▇▇▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in good, clean and tenable condition, subject only to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character of the building. All alterations and improvements performed on the leased premises by & ▇▇▇▇▇▇ Inc. ("BB&E"). The general contractor's fee to be charged by BB&E shall not exceed three (3%) percent of the aggregate costs of Landlord's Work; and the general conditions component of the costs of Landlord's Work shall not comprise more than six (6%) percent of the aggregate costs of Landlord's Work. Landlord agrees to require BB&E to obtain, to the extent reasonably obtainable, bids from no more than five (5) and no less than three (3) subcontractors for all trades necessary to complete Landlord's Work. All subcontractor bids shall be performed by competent subject to Tenant's approval. If Tenant fails to respond to a request for approval of a subcontractor bid within three (3) business days of Landlord's request therefor, such approval shall be deemed given. Landlord agrees to undertake construction of the Premises in accordance with the provisions hereof in a good and workmanlike fashion and in compliance with applicable codes. Without limiting the foregoing, Landlord shall, at its expense (in addition to the Plan Allowance and Landlord's Contribution, as hereinafter defined), cause the restrooms on each floor of the Premises to comply with the ADA as in effect on the date hereof. Tenant's vendors and contractors shall be permitted entry to the Premises prior to the Term Commencement Date for the installation of Tenant's equipment and subcontractors approved by Lessorfurnishings (including cabling and wiring) and the performance of such other work as Tenant may desire (subject to the provisions of Section 5.5 hereof), which approval provided that such installation and other work shall not unreasonably be withheldinterfere with the performance of Landlord's Work. Lessee Landlord shall use reasonable efforts to coordinate and schedule Landlord's Work so that Tenant may perform its work on a floor-by-floor basis. In the event that Tenant shall request and Landlord shall approve supplementary plans or specifications or work or changes to the Construction Drawings, then Landlord shall render to Tenant an estimate of the additional cost of such plans or specifications, work or changes and (unless such cost, when added to the other costs of Landlord's Work, will not exceed Landlord's Contribution) Tenant shall pay such amount to Landlord prior to Landlord having any obligation to undertake any such work; provided, however, that Tenant shall be responsible for all architecturalany delays in the performance or substantial completion of Landlord's Work on account of any such supplementary plans or specifications, engineering work or changes requested by Tenant. Landlord shall notify Tenant of any such delays, and other services and all costs incurred of any delays caused by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration any change order requests initiated by Landlord, promptly upon Landlord becoming aware of the leased premisessame. The costs and expenses to prepare any supplementary plans or specifications or to make any changes to the Construction Drawings shall be Tenant's responsibility. Landlord shall respond to any request for approval under this paragraph within three (3) business days of Tenant's written request therefor; and if Landlord fails to respond within such three (3) business day period, including Landlord's approval of the worksupplementary plans or specifications or work or the changes to the Construction Drawings shall be deemed given. Landlord shall contribute $17.50 per square foot of rentable area of the Premises ("Landlord's Contribution") towards the costs of Landlord's Work, which costs shall include, without limitation, demolition costs and the costs, if any, incurred by Landlord to engage an architect or engineer to review the Construction Drawings to determine their compliance with the ADA. Tenant shall reimburse Landlord for all costs of ▇▇▇▇▇▇Landlord's engineer, architect Work in excess of Landlord's Contribution within thirty (30) days of billing(s) from time to time (whether before or after the Term Commencement Date) therefor (accompanied by documentation supporting such excess costs). If Landlord's Contribution exceeds the costs of Landlord's Work and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At Tenant is not in default under this Lease beyond the expiration or termination of the term of this Lease Agreementapplicable notice and cure periods, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee such excess shall, at its expenseTenant's election, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanicLandlord to Tenant within thirty (30) days of Tenant's notice to Landlord of such election or materialmenbe credited against Tenant's liens obligation to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure pay Base Rent until such excess is reduced to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annumzero.

Improvements. 4.1 In taking possession Landlord shall make (i) such modifications to the Premises as are required by the Americans With Disability Act of 1990 (the leased premises, ▇▇▇▇▇▇ acknowledges that same were on "Act") as of the date of occupancy in goodthis Lease; provided, clean however, that Tenant shall be responsible for any and tenable conditionall modifications required under the Act as the result of Tenant alterations or improvements made as part of Tenant's Work and subsequent to the Tenant's Work, and (ii) such modifications to the Premises as are required above the ceiling by local and state code; provided, however, that Tenant shall be responsible for (1) all code compliance work below the ceiling of the Premises, other than as specified above with respect to the Act, and (2) any and all modifications required by code as the result of Tenant alterations or improvements made subsequent to Tenant's Work. Landlord's obligations under the preceding sentence are hereinafter referred to as "Landlord's Work". Landlord's Work shall be provided at Landlord's cost, without contribution by Tenant through the Tenant Allowance (as hereinafter defined), Operating Expenses or otherwise, subject only to the repairs or improvements which Lessor has agreed other provisions of this Paragraph 2. With the exception of Landlord's Work and the Tenant's Work to be provided pursuant to the below provisions of this Paragraph 2, the Premises are leased to Tenant "as is" without any obligation of Landlord to make at Lessorimprovements or alterations of any kind. Promptly after full execution of this Lease, Landlord shall obtain all permits necessary for construction of the Tenant's expense Work, and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except thereafter shall cause Tenant's Work (as otherwise indicated hereinafter defined) to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made constructed in a good and workmanlike manner according to the termsmanner, conditions and requirements set by ▇▇▇▇▇▇ and its architectlien free, and shall be in keeping accordance with the historical character plans which have been approved by Landlord and Tenant and are attached hereto as Exhibit D (the "Approved Plans") and all legal requirements. Landlord shall exercise reasonable efforts to cause the Tenant's Work to be completed by the commencement of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by LessorTerm, which approval but Landlord shall not unreasonably be withheld. Lessee shall pay liable for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration the failure to achieve said date (beyond abatement of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annum.rent where said abatement is provided for under

Improvements. 4.1 In taking possession of the leased premises, ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in good, clean and tenable condition, subject only Sublessee desires to the repairs or improvements which Lessor has agreed have Sublessor cause to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and be constructed certain improvements to the leased premises except Subleased Premises described on the attached Exhibit “D” (as otherwise indicated may be amended prior to be commencement of construction) (the obligation “Improvements”). Sublessor agrees to use reasonable efforts to cause the construction of Lessor under the Improvements commencing promptly following the full execution of this Lease AgreementSublease and approval of the Plans and Construction Contract as described below. All such improvements and alterations made by Lessee The cost of the Improvements shall be undertaken only upon advance approval amortized at an annual interest rate of Lessor8% (the “Amortized Cost of Improvements”) over the Term and repaid by Sublessee as Additional Rent. If the Improvements are completed prior to the Commencement Date, the Amortized Cost of Improvements shall be made under amortized over a five (5) year period and Sublessee shall commence repayment of the supervisionAmortized Cost of Improvements on the first day of the first calendar month following completion of the Improvements. If Sublessee fails to pay any installment of the Amortized Cost of Improvements and such failure continues for fifteen (15) days after written notice thereof, direction then the entire unpaid principal balance and control all accrued interest on the Amortized Cost of Lessor's architect, Improvements shall be made in good immediately due and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and payable. The Improvements shall be constructed in keeping accordance with plans and specifications (“Plans”) and a construction contract with Sun-Com Construction Services as general contractor (“Construction Contract”) approved by Sublessor and Sublessee. The Construction Contract shall provide for (1) a guaranteed maximum price, (2) an open book contract (subject to audit rights), (3) competitive bidding for the major trades with at least two subcontractors (4) a one year warranty for all work and materials (and an assignment to Sublessor and Sublessee of any manufacturers warranties); (5) a construction schedule designed to complete the Improvements as soon as reasonably practicable and to minimize interference with the historical character conduct of Sublessee’s business in the Subleased Premises; (6) a punch list procedure for completion of items within thirty days after substantial completion of the building. All alterations work; (7) requiring approval by Sublessor and improvements performed on Sublessee in the leased premises by ▇▇▇▇▇▇ form of a written change order for material changes in the work or the contract price; and (8) a provision that Sublessee shall be performed by competent contractors and subcontractors approved by Lessor, which approval a third party beneficiary of the contractor’s warranties. Sublessor shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and entitled to any supervision or other services and all costs incurred by Lessor fee in connection with ▇▇▇▇▇▇'s improvement the Improvements. Sublessee has approved the contractor who will construct the Improvements (the “Contractor”), and Sublessee agrees that Sublessor shall not be liable for any acts or alteration omissions of the leased premises, including Contractor or any defects in the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination construction of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annumImprovements.

Improvements. 4.1 In taking possession of the leased premisesAll alterations, ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in good, clean and tenable condition, subject only to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations replacements and improvements to made upon the leased premises except as otherwise indicated to be premised during the obligation of Lessor under this Lease Agreement. All such improvements lease, including lighting, electrical wiring, office partitions, all heating and alterations made by Lessee air conditioning shall be undertaken done only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character prior written consent of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned Landlord and shall become the property of Lessor Landlord, without compensation, upon the expiration of the lease. However, those certain trade fixtures, machinery and equipment installed by Tenant solely for use in its business shall remain the property of Tenant; such trade fixtures, machinery and equipment installed by Tenant shall be removed at the expiration of the lease, provided that Tenant is not then in default, and provided the Demised Premises are returned to the same condition as when let, ordinary wear and tear, Act of God or other casualty excepted. In the event Tenant fails to remove any such fixtures, machinery or equipment installed by it, Landlord may at their option and at Tenant’s expense demolish, remove and dispose of all such items or may retain as property of Landlord without reimbursement to Tenant. Tenant undertakes that no lien, privilege, or claim of any kind shall rest against the Demised Premises from any repairs, alteration, additions or improvements, or from the construction of any building or buildings; and agrees to furnish, at its own cost, to Landlord, upon Landlord’s request therefor, the bond of a responsible surety company, qualified to do business in the State of Louisiana, and reasonably acceptable to Landlord, conditioned to hold Landlord and the Demised Premises harmless against any such lien, privilege, or claim, said bond to be disposed for an amount equal to the estimated cost of as Lessor deems expedientsuch construction, restoration, alterations, additions or improvements. No consent of Landlord for Tenant to make improvements or repairs to the Demised Premises shall be deemed to permit Landlord’s interest to become subject to labor or material liens. The Landlord, at his option, may require the Demised Premises to be replaced in its original condition at the time of the commencement of this lease. Any such alterations, additions or any other improvements or repairs shall be made at Tenant's cost and Tenant warrants that such work shall be done in a workmanlike manner. Tenant shall provide (a) liability insurance insuring Tenant and Landlord against liability which may arise on account of any such work on an occurrence basis with the minimum limits of $1,000,000.00 and (b) workmen's compensation insurance covering all persons employed, directly or indirectly, in connection with any work performed, and covering all employees and agents of Tenant with respect to whom death or bodily injury claims could be asserted against Landlord or Tenant. Tenant is responsible for all repairs necessitated to the Demised Premises resulting from any alterations, replacements or improvements made upon the Demised Premises during the lease by Tenant including but not limited to repairs to the roof necessitated by the installation of signs, satellite dish, antennas, air condition units, or other insulations installed by Tenant on Demised Premises. Should any addition or alteration made by the Tenant cause any increase in the insurance rate on the Demised Premises, Tenant agrees to pay such increase. However, nothing shall be placed or done upon the Demised Premises by Tenant which will cause forfeiture of any insurance. Tenant shall comply in every respect, without expense to Landlord, with all costs rules and regulations of cleanup and disposal of goods abandoned the Louisiana Fire Prevention Bureau, or other similar association in existence at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annumtime.

Improvements. 4.1 Tenant represents that all improvements to the Additional Space shall be completed by Tenant within a reasonable time and Tenant will occupy the Additional Space on or before June 1, 1999. Tenant further agrees that: (A) Any and all improvements as the Additional Space shall be constructed at the sole cost and expense of Tenant. Before starting any structural construction whatsoever, Tenant must obtain Landlord's written approval of all building plans, blueprints, contractors to be used and building, roof and floor penetrations and any changes made thereto after approval by Landlord or during construction which approval shall not be unreasonably withheld if the proposed improvements are reasonably related and appropriate to Tenant's business. In taking possession particular, Tenant agrees that Tenant shall use the following contractors for all initial construction work competitively priced and performed in the area of the leased premisestheir specialty: Centimark for all roof work, ▇▇Baron Welding Fabricators for curb cuts and ▇▇▇▇ acknowledges that same were for HVAC work excluding specialty air-conditioning work. Further, Landlord shall have thirty (30) day from receipt by Landlord in writing from Tenant of all complete building plans, blueprints, contractors to be used and a detailed plan of all building, roof and floor penetrations prior to Landlord's giving its approval or rejection and prior to Tenant beginning any construction. Landlord shall have ten (10) days form receipt by Landlord in writing from Tenant of any changes made during construction to approve or reject any such changes; and (B) Prior to any contractor providing any work on the date Additional Space, the contractor shall have executed a Stipulation versus Liens in form satisfactory to Landlord and cause it to be filed with the Office of occupancy in goodthe Northampton County Prothonotary at Easton, clean Pennsylvania; and (C) Tenant shall provide to Landlord evidence that each contractor has at all time adequate workmen's compensation insurance and tenable conditiongeneral liability insurance with companies, subject only coverages and dollar limits satisfactory to Landlord with Landlord named as addition insured, together with a certificate form the insurer to the repairs effect that such insurance may not be canceled or improvements which Lessor has agreed substantially modified without at least thirty (30) days prior written notice to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are anyLandlord. 4.2 Lessee agrees 6. Tenant shall pay to make at its own expense all alterations and improvements to Landlord a security deposit consisting of one (1) month's rent for the leased premises except as otherwise indicated to be the obligation Additional Space of Lessor under [*] Dollars upon signing this Lease Agreement. All such improvements and alterations made by Lessee Addendum which shall be undertaken only upon advance approval returned within thirty (30) days after the end of Lessor, the term described herein in Section 1 of this Addendum. This security deposit shall not be made under used as the supervision, direction and control of Lessorlast month's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set rent by ▇▇▇▇▇▇ and its architect, Tenant and shall be in keeping with held without interest by Landlord as security for damages to the historical character Additional Space and as security for any violation of the building. All alterations and improvements performed on the leased premises lease by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premisesTenant. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annum.

Improvements. 4.1 In taking possession Tenant shall lease the Premises in their existing "as ------------ is" condition. Landlord has no obligation to provide any improvements or alterations to or for the Premises. Tenant shall have the right, subject to the terms hereof, to make improvements to the Premises, subject to Landlord's consent, which shall not be unreasonably withheld; provided, however, that Landlord may withhold its consent in its sole discretion if the proposed alterations (i) would be visible from the exterior of the leased premisesPremises or Building, ▇▇▇▇▇▇ acknowledges that same were on or (ii) would affect any structural component or portion of the Premises. Any alterations shall be performed at Tenant's sole cost. Notwithstanding anything to the contrary contained in the Lease, upon the expiration or earlier termination of the Lease and any extension option, if exercised by Tenant, Tenant shall have the right to, and, in any case, if required by Landlord, shall remove from the Premises its lab benches, fume hoods, cold rooms and other equipment which shall have been purchased and installed by Tenant, whether prior to or after the date of occupancy in goodthis Lease; provided, clean and tenable conditionhowever, that Tenant shall repair all damage to the Premises resulting from such removal. Tenant shall have the right to choose the contractor to conduct its tenant improvement work, subject only to the repairs Landlord's reasonable approval. The following additional provisions shall apply to any tenant improvement work done by Tenant or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any.its contractors: 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated (a) Any items or work to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made performed by Lessee shall be undertaken only upon advance approval of LessorTenant or for which Tenant contracts separately (hereinafter /t/"Tenant's Work/t/"), shall be made under coordinated with Landlord so as not to interfere with Landlord's work in the supervisionPremises or on the Property. Work involving the sprinkler, direction and control of Lessor's architectplumbing, shall be made in good and workmanlike manner according to the termsmechanical, conditions and requirements set by ▇▇▇▇▇▇ and its architectelectrical power, and shall be in keeping with the historical character lighting or fire safety systems of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ Building shall be performed by competent subcontractors approved by Landlord in its sole discretion. (b) Tenant shall prepare and submit to Landlord final plans and specifications showing the architectural design of the Premises, including the basic mechanical system and electrical system within the Premises, plumbing, partitions and doors, complete fixturing information, and material selections and finishes, which shall be subject to Landlord's written approval. Tenant shall also submit all proposed change orders which require an expense greater than $5,000.00 in writing (with sufficient detail to enable Landlord to understand the nature of the proposed change) to Landlord for Landlord's prior written approval, which shall not be unreasonably refused or delayed. (c) Tenant shall complete all work in accordance with the final plans and specifications approved by Landlord. Tenant shall make no alterations, additions, or reinforcements to the structure of the building except as specifically approved by Landlord in such final plans and specifications. Tenant agrees that all work done by Tenant and its contractors and subcontractors approved shall be performed in full compliance with all laws, rules, orders, permits, ordinances, directions, regulations and requirements of all governmental agencies, offices, and departments having jurisdiction, including without limitation applicable provisions pertaining to use of hazardous or toxic materials and the Americans with Disabilities Act, and in full compliance with rules, orders, directions, regulations and requirements of the Insurance Service Offices (ISO) or any other organization performing a similar function. (d) At least fourteen (14) days before commencement of construction, Tenant shall submit to Landlord the names and addresses of the general, mechanical, and electrical contractors which Tenant intends to engage for construction of Tenant's improvements, the commencement date of construction, and the estimated date of completion of construction. Landlord shall have the right to enter the Premises at any time to post any notice of nonresponsibility or other notice on the Premises during Tenant's construction. All contractors and subcontractors retained by LessorTenant shall be subject to the approval of Landlord, which approval shall not be unreasonably refused or delayed. All contractors retained by Tenant shall be withheldlicensed contractors, possessing good labor relations and capable of performing quality workmanship. (e) Tenant's Work shall be completed with reasonable diligence and in such a manner as not to unreasonably interfere with the use or enjoyment of other portions of the building or common areas by Landlord or other tenants. Lessee Tenant's contractors shall provide and pay for all architecturaltemporary power, engineering water, and other services and all costs incurred by Lessor utility facilities as required in connection with ▇▇▇▇▇▇the construction of Tenant's improvement or alteration improvements. Tenant's contractors shall provide their own dumpster for collection and disposition of the leased premisesconstruction debris, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and which shall be the property of Lessor. Lessee shall, located at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinerya location reasonably suggested by Landlord, and all construction debris from Tenant's construction shall be disposed of in Tenant's contractor's dumpster and not in trash facilities for the Project. Tenant's contractor's construction material, tools, equipment, and quit and deliver up debris shall be stored only within the leased premises Premises, or in areas designated for that purpose by Landlord. Work space exterior to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left Premises shall be available only in the leased premises at the expiration or termination reasonable discretion of this term of this lease Landlord. Tenant's Work shall be deemed subject to have been abandoned the inspection of Landlord and Landlord's architect and/or other representative. (f) Tenant shall become the property of Lessor to be disposed of indemnify and hold harmless Landlord for any and all claims arising from Tenant's work as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annum.provided in Paragraph 11.1

Improvements. 4.1 In taking possession Tenant shall not alter the Demised Premises in any manner without the prior written consent of the leased premises, ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy Landlord. Locks in good, clean and tenable condition, subject only or to the repairs Premises may be changed or improvements which Lessor has agreed to make installed only if (a) the Tenant requests same of the Landlord; (b) the Landlord performs the work at Lessor's expense the Tenant’s cost; and which are set forth on Exhibit "C" attached hereto(c) Landlord’s master key opens such lock(s). Any alterations, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee additions to which Landlord consents shall be performed in accordance with the following conditions: (a) No such alteration, improvement or addition shall be undertaken only until Tenant shall at its sole cost and expense procure and pay for all necessary permits, licenses and other authorizations required for the lawful and proper undertaking thereof. Landlord agrees to provide reasonable cooperation in providing appropriate consent(s) or authorization(s) whenever such action is necessary. Tenant shall provide the Landlord copies of all permits, approvals, or licenses within two days of the date same are issued. Tenant shall upon advance approval the completion of Lessorany alteration, improvement or addition provide the Landlord with copies of all final approvals, certificates of occupancy, and as built plans for all work performed. (b) Any such alteration, improvement or addition shall be made under the supervision, direction promptly and control of Lessor's architect, shall be made in a good and workmanlike manner according to the termsand in compliance with all applicable laws, conditions ordinances, orders, rules, regulations and requirements set by ▇▇▇▇▇▇ and its architectof all Federal, State, and municipal governments and governmental agencies, and in accordance with the applicable orders, rules and regulations of the cognizant fire rating agency or any other body hereafter exercising similar functions. (c) Tenant shall maintain, or cause to be maintained, (by all appropriate individuals or entities including any contractors or subcontractors) at Tenant's sole cost and expense, for the mutual benefit of Landlord and Tenant and any mortgagee designated by Landlord, in reasonable amounts and with insurers satisfactory to Landlord, general public liability insurance and workmen's compensation insurance covering all persons employed in connection with such work and with respect to whom death or injury claims could be asserted against Landlord, Tenant, or the Premises. (d) All such alterations, improvements, or additions when completed shall be in keeping with of such a nature as not to reduce or otherwise adversely affect the historical value of the Premises or any part thereof, to diminish the general utility or change adversely the general character of the buildingPremises or of such a nature as to adversely affect the ability to obtain or cost of insurance for the premises. All alterations and alterations, improvements performed on the leased premises and/or additions, made by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain Tenant with the leased premises and shall be the property exception of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇Tenant's goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up shall remain upon the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises Premises at the expiration or sooner termination of this term Lease and shall, at such expiration or sooner termination, become the property of Landlord, provided, however, that Landlord shall have the right, upon the expiration or sooner termination of this lease Lease, to require Tenant, at Tenant's sole cost and expense to remove any and all such alterations, improvements and/or additions including any of Tenant's trade fixtures and to require Tenant to restore the Premises to their condition prior to the installation of any such alterations, improvements and/or additions. (e) Landlord's Permission to an installation or alteration shall not waive Landlord's right to require Tenant to restore such altered portion of the Premises to their original condition unless that waiver is specifically indicated in writing. (f) Any request for approval by Tenant shall include, as appropriate, architectural and engineering drawings, reports and any other items requested by Landlord. With regard to structural items, Landlord shall have 45 days from the actual receipt by Landlord to respond to a request for Landlord's consent. If Tenant does not receive a response in such period, the Landlord will be deemed to have been abandoned not consented to same. Tenant further agrees to pay Landlord's reasonable costs of reviewing any request for approval and inspecting the installation of such improvements including, but not limited to legal, engineering, architectural and other similar costs and fees. With regard to cosmetic items, Landlord will respond to Tenant within five (5) business days of the receipt by Landlord of a written request for Landlord's consent. In the event a response is not provided to Tenant as to cosmetic items within such five (5) business day period, Landlord will be deemed to have consented to such request. (g) Tenant acknowledges that Landlord's rights of approval and inspection herein are for the sole benefit of Landlord and shall become not be relied upon by the property Tenant as indicative of Lessor the propriety or quality of the construction or its conformity to be disposed of as Lessor deems expedientany code or standard. (h) Tenant agrees that in the event any inspection by Landlord discloses an unapproved alteration, with all addition, or improvement, Tenant shall pay Landlords reasonable costs of cleanup said inspection, but in no event less that $1,000. The foregoing shall be in addition to all other rights of Landlord under this Lease and disposal of goods abandoned available at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annum.

Improvements. 4.1 In taking possession of (i) Landlord shall deliver the leased premises, ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy Premises to Tenant in good, clean and tenable their "as-is" condition, subject only to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval Landlord shall not unreasonably be withheld. Lessee shall pay for all architecturalrequired to perform or install any alterations, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations decorations or improvements to the leased premisesPremises. Tenant shall construct in the Premises, Lessee at Tenant's sole cost and expense, subject, however, to application of the Improvement Allowance (hereinafter defined), the Tenant Improvements (hereinafter defined), all in accordance with the terms of the Work Agreement attached hereto as EXHIBIT B (the "Work Agreement"). In the event that Landlord and Tenant have not finally agreed upon the scope and details of the Tenant Improvements as of the Effective Date, Tenant's submission to Landlord of plans and specifications detailing such work shall obtain be subject to Landlord's written approval in accordance with the Work Agreement. The Tenant Improvements shall be subject to Landlord's prior written approval, and deliver Tenant shall insure that all of the Tenant Improvements comply with all applicable building codes, laws and regulations (including without limitation the Americans With Disabilities Act, as amended), do not include any changes to Lessor a valid waiver or modifications of any of the mechanical, electrical, plumbing or other systems of the Building, and release are otherwise constructed strict accordance with the terms of mechanicthe Work Agreement. (ii) The cost of all design, architectural and engineering work, demolition costs, construction costs, construction supervision, contractors' overhead and profit, licenses and permits, and all other costs and expenses incurred in connection with the Tenant Improvements shall be at Tenant's liens by each party who will furnish laborsole cost and expense, materials or services subject to the lease premises. 4.3 At the expiration or termination application of the term of this Lease Agreement, all improvements and alterations made to Improvement Allowance. Landlord shall pay the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in Improvement Allowance as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left provided in the leased premises at Work Agreement. All costs incurred in respect of the expiration or termination Tenant Improvements in excess of this term of this lease the Improvement Allowance shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annumTenant.

Improvements. 4.1 In taking possession Tenant shall indemnify and hold Landlord harmless from and against any and all expenses, liens, claims, liabilities and damages based on or arising, directly or indirectly, by reason of the leased premises, ▇▇▇▇▇▇ acknowledges that same were on the date making of occupancy in good, clean and tenable condition, subject only to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and any improvements to the leased premises except as otherwise indicated Premises. If any improvements are made without the prior written consent of Landlord, Landlord shall have the right to be the obligation of Lessor under this Lease Agreement. All remove and correct such improvements and alterations made by Lessee restore the Premises to their condition immediately prior thereto, and Tenant shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made liable for all expenses incurred by Landlord in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character of the buildingconnection therewith. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premisesPremises or the Building made by either party shall immediately become the property of Landlord and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Lease Term: except (1) that if Tenant is not in default under this Lease, Lessee Tenant shall obtain and deliver have the right to Lessor a valid waiver and release of mechanic's liens by each party who will furnish laborremove, materials or services prior to the lease premises. 4.3 At expiration of the Lease Term, all movable furniture, furnishings and equipment installed in the Premises solely at the expense of Tenant and (2) that Landlord shall have the right to require Tenant to remove all tenant improvements and fixtures at the end of the Lease Term at the sole cost of Tenant, provided that Landlord indicated in its consent to any such improvements that Tenant shall remove same prior to the expiration or earlier termination of the term of this Lease Agreement, all improvements Lease. All damage and alterations made injury to the leased premises Premises or the Building caused by Lessee shall remain with the leased premises and any removal shall be repaired by Tenant, at Tenant’s sole expense, so as to conform the Premises to the standard condition of the Building. If such property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises Tenant is not removed by Tenant prior to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and Lease, the same shall become the property of Lessor to Landlord and shall be disposed of surrendered with the Premises as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annuma part thereof.

Improvements. 4.1 In taking possession From the date an amendment for an expansion space is executed, Host and Guest shall diligently prosecute the completion of the leased premisesExpansion Space. Host shall cause the construction of the expansion space, including site work, building shell, mechanical systems, and interior partitions and finishes but excluding the installation of cubicles (including electrical wiring) and computer and communications cabling (herein sometimes referred to as “Host’s Expansion Improvements”). Guest shall be responsible for the layout, design and installation of all cubicles (including electrical wiring) and computer and communications cabling; said design and Guest’s contractors must be approved by Host in writing in advance. Host’s Expansion Improvements shall be constructed in accordance with plans and specifications mutually determined and agreed upon by Host and Guest as provided hereinafter. The architect for Host’s improvements shall be ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in good▇▇▇, clean and tenable condition, subject only to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration , or, at Host’s option, another qualified architect. The maximum number of parking spaces allowed by the leased premises, including the work, if any, City of ▇▇▇ Arbor shall be provided not to exceed five spaces per 1,000 square feet of Gross Building Area. Host shall submit to Guest for its approval the site plan and final plans and specifications for Host’s Expansion Improvements; said plans and specifications shall be deemed approved unless rejected in writing within five (5) business days of receipt. A working set of site plans and building plans and specifications which are approximately 75% complete will be made available for review at least two weeks prior to submission of final plans. Any denial of such approval shall be fair and reasonable. The general contractor for Host’s Expansion Improvements shall be ▇’▇▇▇▇'s engineer▇ Construction or, architect at Host’s option, another qualified contractor selected by Host (“Contractor”). Host and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee Guest shall obtain and deliver to Lessor jointly negotiate a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain contract with the leased premises Contractor, which contract shall provide a guaranteed maximum price which includes a 3% design and construction contingency. Host shall provide an allowance (the “Expansion Hard Construction Cost Allowance”) negotiated by Host and Guest for the direct construction costs for Host’s Expansion Improvements; “direct construction costs” includes bonding and permits but excludes extraordinary costs relating to poor soil conditions, which costs shall be the property sole responsibility of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machineryHost, and equipmentsoft costs such as architectural and design services, legal services, construction financing, permanent financing origination, title insurance, builder’s risk insurance, brokerage commissions, development fees, real estate taxes and quit and deliver up other carrying costs for the leased premises Site. Any direct construction costs for Host’s Expansion Improvements in excess of said improvement allowance shall be paid to Lessor, peaceably and quietly in as good order and condition as same were in on the original Host by Guest within ten (10) days of date of occupancyinvoice. Contractor shall provide a warranty of one year on all work with the exception of the roof, reasonable wear and tear exceptedwhich shall have a ten year warranty; said warranties shall commence as of the date of Substantial Completion of Host’s Expansion Improvements. Any property left in the leased premises at the expiration or termination The additional cost of this term of this lease any change orders requested by Guest shall be deemed paid to have been abandoned Host within ten (10) days of invoice and shall become the property include an administrative fee of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇10%. Lessee Host shall not permit be liable for failure to give possession of the Expansion Space or any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances part thereof by way reason of bondGovernmental interference, deposit act of God, labor disputes, fire, unavoidable casualties or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annumcauses beyond Host’s control.

Improvements. 4.1 In taking possession Lessee shall not make any structural changes, alterations, additions, or modifications to any of the leased premises, ▇▇▇▇▇▇ acknowledges that same were improvement(s) located in or on the date Premises at any time during the Term of occupancy in goodthis Lease, clean or construct or install any new improvements therein or thereon (except industrial improvements, trade fixtures and tenable condition, subject only office improvements made/installed pursuant to the repairs provisions of this Lease, below), or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached heretoenter into any contract for the making of any one or more of such, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to without the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance prior written consent/ approval of LessorDirector. The equipment shall remain the property of the Lessee and be removed upon expiration of this Lease. The kitchen hood and exhaust/makeup air unit, shall be made under tables and chairs, the supervisionbar/countertop, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set all other items provided by ▇▇▇▇▇▇ and its architect, at the execution of this Lease shall remain property of Lessor and shall be returned upon the Expiration of this Lease in keeping the condition in which it was provided. Any and all improvements of any kind made or constructed or installed in or on said Premises for any reason shall comply with the historical character of the building. All alterations all government regulations as set forth in sub-section 3.06 below and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed made by competent contractors Lessee at Lessee’s sole cost and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. expense. A. In the event Lessee shall pay for either make any structural changes, alterations, additions, or modifications to the Premises or to any improvement(s) constructed/installed/located therein or thereon, or construct, install, and/or place any new improvement(s) therein or thereon without Director's prior written consent and/or approval, Lessor may require that Lessee remove any or all architectural, engineering of such at Lessee's cost and other services expense. B. Any and all costs incurred by Lessor changes, alterations, additions, modifications, and/or improvements that Lessee shall desire to make to the Premises which, pursuant to any provision hereof, requires the consent/approval of Director, shall be presented to Director in connection written form together with two (2) sets of proposed detailed plans. C. In each and every instance, Director's written consent to and/or approval of any such alterations, additions, modifications, and/or improvements shall be deemed conditioned upon ▇▇▇▇▇▇'s improvement or alteration full and faithful compliance with the provisions of this Lease, below. D. Lessee shall neither remove, waste, destroy and/or structurally modify any of the leased premisesimprovements located on the Premises upon the Commencement Date hereof or constructed/installed/placed therein/thereon at any time during the Term of this Lease; nor shall Lessee suffer or permit the removal, including the workwaste, if anydestruction and/or structural modification thereof by any other person or entity, except as expressly authorized, permitted, and/or provided for within this Lease. Any removal, wasting, destruction and/or structural modification of ▇▇▇▇▇▇'s engineer, architect any improvement(s) shall be subject to any and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination all of the term of terms, covenants, conditions, stipulations, warranties, agreements, and/or provisions contained in or applicable to this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annumLease.

Improvements. 4.1 In taking possession of the leased premises, ▇▇▇▇▇▇ acknowledges that same were TENANT shall construct on the date of occupancy Leased Premises a high-quality commercial recreation facility in good, clean and tenable condition, subject only to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in a good and workmanlike manner according manner. TENANT has submitted to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architectLANDLORD, and shall be in keeping LANDLORD has approved prior to execution of this Lease, a Site Plan with colors and an elevation with architectural detail, Landscaping Plan, Grading Plan, and civil engineering drawings for the historical character improvements which TENANT intends to construct of the buildingLeased Premises. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee TENANT shall pay for the cost of bringing all architectural, engineering and other services and all costs incurred utilities to buildings or improvements constructed on the Leased Premises by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration TENANT. Upon completion of the leased premisesimprovements and when any buildings are ready for occupancy by TENANT, including TENANT shall prepare and record a Notice of Completion and obtain a Certificate of Occupancy. After the workinitial completion of TENANT's commercial recreation facility on the Leased Premises, if anyTENANT at its cost shall have the right to make, of ▇▇▇▇▇▇without LANDLORD's engineerconsent, architect and other agents connected therewith. Prior alterations to undertaking the improvements; provided any material structural alterations or improvements to or any significant change in the leased premises, Lessee exterior colors of any buildings on the Leased Premises shall obtain require LANDLORD's prior written consent which shall be deemed given if LANDLORD does not object within fifteen (15) days of LANDLORD's receipt of TENANT's request for consent. All buildings and deliver to Lessor a valid waiver and release of mechanic's liens other improvements constructed upon the Leased Premises by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination of TENANT during the term of this Lease Agreementand all alterations, all improvements additions, and alterations made fixtures thereto from time to time constructed, installed, or placed in, on or upon the leased premises Leased Premises by Lessee shall remain with the leased premises and TENANT shall be owned by TENANT or any permitted assignee of TENANT until expiration of the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration term or sooner termination of this Lease. TENANT shall not remove any of the buildings or permanent improvements from the Leased Premises nor waste, destroy or modify any of the buildings and improvements except as permitted by this Lease. Tenant shall have the right to remove from the Leased Premises all furniture, trade fixtures and equipment which are not permanently affixed thereto. At the expiration of the term or sooner termination of this lease shall be deemed Lease, all buildings and permanent improvements shall, without compensation to have been abandoned TENANT, remain upon the Leased Premises, and shall become LANDLORD's property free and clear of any liens, claims, or rights of any third parties or of TENANT. TENANT shall indemnify LANDLORD from any such liens, claims, or rights of third parties. Each party agrees to execute, acknowledge, and deliver any instrument required by the property other to evidence the respective interest of Lessor the parties hereto as stated in this paragraph. Provided, however, within thirty (30) days after the end of the lease term or any extension thereof, LANDLORD shall inspect the Leased Premises and shall promptly advise TENANT in writing if TENANT shall be required to remove any improvements constructed on the Leased Premises by TENANT. If LANDLORD determines that certain improvements shall be disposed removed, then TENANT, at TENANT's cost and expense, shall remove such improvements and shall return the Leased Premises other than as set forth in PARAGRAPH NUMBERED 57 hereof to its previous condition within sixty (60) days after the date of Landlord's inspection. TENANT accepts the Leased Premises in an "as Lessor deems expedient, with all costs is" condition other than as set forth in PARAGRAPH NUMBERED 57 hereof. LANDLORD makes no warranty as to the condition of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇Leased Premises. Lessee LANDLORD shall not permit make any mechanicimprovements on the Leased Premises or pay for any fees or costs in regard to TENANT's or materialmenuse of the Leased Premises. If construction of TENANT's liens proposed project is not completed on the Leased Premises within two (2) years of the commencement date of this Lease as established in accordance with PARAGRAPH NUMBERED 1 hereof, LANDLORD upon written notice to stand against TENANT shall have the leased premises or against right to terminate this Lease. If any portion of the Central School Leased Premises is not improved within two (2) years of the execution of this Lease, this Lease shall terminate as to that portion of the Leased Premises not so improved and Lessor may require appropriate assurances by way upon such partial termination, there shall be no adjustment in the Minimum Rent as set forth in PARAGRAPH NUMBERED 27 of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annumthis Lease.

Improvements. 4.1 In taking possession of (a) Landlord has no obligation to alter, remodel or improve the leased premisesPremises in any way. Tenant agrees to accept the Premises in an "as is" condition. Tenant further agrees to fully and promptly pay for all improvements and to indemnify and hold Landlord harmless from and against any loss, ▇▇▇▇▇▇ acknowledges that same were cost, expense or lien in connection therewith. (b) Tenant shall submit to Landlord, on or before thirty (30) days after the date of occupancy this Lease, drawings for the renovation of the Premises. (c) Within ten (10) days after the receipt of the Tenant's drawings, Landlord, by notice in goodwriting addressed to Tenant, clean shall indicate Landlord's approval of them or clearly specify any objections to them, the objections in all events to be reasonable. Failure by Landlord to provide notice to Tenant within ten (10) days shall be construed as Landlord's acceptance of said drawings. Tenant will, within ten (10) days after receipt of a notice of disapproval, as aforesaid, appropriately amend and tenable conditionmodify the drawings so as to reflect all changes, subject only modifications and corrections that Landlord reasonably requests. The revisions and resubmissions shall continue until Landlord approves in writing the drawings. The work to be performed by Tenant as described in the repairs drawings therefore, approved by Landlord as provided above, are herein referred to as "Tenant's Work." (d) The drawings for Tenant's Work shall be prepared by licensed architects hired by Tenant. Tenant shall bear all costs of preparing the drawings. Landlord's approval of the drawings shall not constitute an opinion or improvements which Lessor has agreement that they are in compliance with law (it being agreed to make at Lessorthat such compliance is solely Tenant's expense and which are responsibility) nor shall such approval impose any present or future liability on Landlord or waive any of Landlord's rights under this Lease, except as set forth on Exhibit "C" attached hereto, if there are anyin 4.01(c). Tenant shall provide Landlord with two (2) sets of the drawings. 4.2 Lessee agrees to make at its own expense (e) Tenant shall commence, construct, perform and complete all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of LessorTenant's architect, shall be made Work in a good and workmanlike manner according manner, in complete accordance with the drawings approved by Landlord. (f) At all times prior to the termsCommencement Date, all the provisions, covenants and conditions and requirements set by ▇▇▇▇▇▇ and its architect, and of the Lease shall be in keeping with applicable to the historical character Premises other than Sections II, III, IV, V, VI, VIII and XIV. (g) Prior to the commencement of the building. All alterations construction of Tenant's Work, Tenant shall obtain, at its sole cost and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors expense, all permits and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering licenses and other services consents and approvals of all costs incurred by Lessor governmental authorities as may be required in connection with ▇▇▇▇▇▇Tenant's improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises Work and shall be the property of Lessordeliver copies thereof to Landlord. Lessee Tenant shall, at its sole cost and expense, remove ▇▇▇▇▇▇furnish to Landlord all certificates and approvals with respect to work done by Tenant or on Tenant's goods behalf that may be required from any governmental authority for the issuance of a certificate of occupancy for the Premises and effectsshall obtain such certificate and furnish Landlord with a copy of such certificate prior to the Commencement Date. (h) Tenant's Work and all of Tenant's trade fixtures and equipment shall be performed, constructed and installed in accordance and in full compliance with all applicable governmental requirements, including trade fixtureswithout limitation all applicable laws, machinerystatutes, codes, ordinances and equipmentgovernmental rules, regulations and quit orders, as well as reasonable rules and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear exceptedregulations established by Landlord. Any property left in the leased premises at the expiration or termination of this term of this lease Tenant's Work shall be deemed performed without interference and disruption to have been abandoned Landlord or other tenants. (i) Prior to commencement of work, any contractor used by Tenant to perform Tenant's Work (of, any kind whether improvements or alterations), shall provide Landlord with proof of insurance reasonably acceptable to Landlord and shall become naming Landlord as additionally insured. In connection with the property performance of Lessor to be disposed Tenant's Work or the use and occupancy of as Lessor deems expedientthe Premises, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee Tenant shall not permit anything to occur which directly or indirectly interferes in any mechanic's way with the use and occupancy of any tenant or materialmen's liens the normal operations of the Shopping Center. (j) As part of its Improvements, Tenant shall install a grease trap on the Leased Premises' sewer line before connection with the main sewer line servicing the Shopping Center. Tenant shall install the grease trap in a location mutually acceptable to stand against the leased premises or against the Central School Landlord and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annumTenant.

Improvements. 4.1 In taking possession (a) Landlord shall cause the Financed Improvements to be constructed in accordance with the Project Integration Contract, in a good and workmanlike manner, and in compliance with all Legal Requirements, and shall pay (or cause to be paid) the cost thereof from proceeds of the leased premisesFacility Loans. Except as otherwise set forth in the Participation Agreement, ▇▇▇▇▇▇ acknowledges the Project Integration Contract may not be amended without the consent of the Administrative Agent (or, following the Discharge of Participation Obligations, the Landlord). (b) In order to access and have use of the Parcel, Tenant may make Improvements that constitute NASA Exploration Park Improvements as defined in Section 3.2 of the Ground Lease. In the event that Tenant does construct Improvements that NASA determines to be NASA Exploration Park Improvements, NASA will determine the “in-kind” value of the completed improvements, and to the extent such in-kind value offsets rent payable by the Landlord under the Ground Lease the amount of the in-kind value will be applied likewise, as a credit, against Tenant’s Designated Rent payments in the same were amounts and at the same times as credits are applied against rents payable by the Landlord, provided, however, that no such credit will be applicable against Basic Rent. Landlord will endeavor to obtain an estimate from NASA of the amount of such credit prior to the date the parties agree on the Final Plans and Specifications. The parties may prepare an addendum to this Sublease to itemize the completed NASA Exploration Park Improvements and the “in-kind” value as determined by NASA. Designated Rent (other than Basic Rent) shall continue to be credited from time-to-time if Tenant constructs additional NASA Exploration Park Improvements as determined by NASA. At NASA’s direction, the Improvements for which NASA allows “in-kind” value that results in credits against Designated Rent (but not Basic Rent) shall be conveyed to NASA, all as required by Section 3.2 of the Ground Lease. (c) Landlord shall deliver the Leased Premises to Tenant, and Tenant shall be obligated to accept delivery of the Leased Premises and shall have the right to occupy and use the Leased Premises for the Permitted Use as of the date of this Sublease (such date is the “Occupancy Date”); provided, that Landlord and its agents and employees shall have the right to access the Leased Premises as necessary to construct (or cause to be constructed) the Financed Improvements in accordance with the Project Integration Contract. (d) Landlord shall allow the Tenant and its agents and contractors to enter the Parcel on or after the Effective Date as reasonably required for purposes of the construction or installation of the approved Tenant-Owned Improvements and Equipment. Any presence or activity on the Parcel by Tenant or its agents and contractors for purposes of the construction or installation of the approved Tenant-Owned Improvements and Equipment prior to the Occupancy Date shall require Tenant to have obtained the insurance required under Section 16(b) of this Sublease, as if the Initial Term commenced on the date of occupancy in good, clean and tenable condition, subject only to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are anyTenant’s first access. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annum.

Improvements. 4.1 In taking possession of the leased premises, ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy Tenant shall not make or allow to be made any alterations or physical additions in good, clean and tenable condition, subject only or to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" Leased Premises without first obtaining the written consent of Landlord. Any permanently attached heretoalterations, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations physical additions or improvements to the leased premises, Lessee Leased Premises made by Tenant shall obtain and deliver to Lessor a valid waiver and release at once become the property of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises Landlord and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises surrendered to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at Landlord upon the expiration or termination of this term Lease; provided, however, Landlord, at its option and, pursuant to written notice given to Tenant before the installation of this lease shall be deemed such improvements, may require Tenant to have been abandoned and shall become remove any physical additions and/or repair any alterations in order to restore the property of Lessor Leased Premises to be disposed of as Lessor deems expedientthe condition existing at the time Tenant took possession, with all costs of cleanup and disposal of goods abandoned removal and/or alterations to be borne by Tenant. This clause shall not apply to moveable or removable equipment or furniture owned by Tenant, which may be removed by Tenant at the leased premises end of the Term if Tenant is not then in default. With respect to the construction work (not related to the tenant improvement work of Landlord) to be paid performed in the Leased Premises, Tenant shall be allowed to undertake both "building standard" and "non-building standard" leasehold improvements within the Leased Premises (except where the same relate to base building structural and/or mechanical work) through outside contractors of its own choosing, subject to Landlord's approval, and subject to Tenant providing to Landlord the necessary proof of the insurances reasonably required to be carried by ▇▇▇▇▇▇. Lessee such outside contractors, provided the entry and work on the part of such outside contractors (i) shall be in harmony with Landlord's contractors and their subcontractors and (ii) shall not permit unreasonably interfere with or delay completion of the work to be performed by Landlord in the Leased Premises or elsewhere in the Building. Tenant shall indemnify and hold harmless Landlord, its agents, officers, directors, employees, contractors, and any mortgagee of Landlord from and against any and all losses, damages, costs (including costs of suit and attorney's fees), liabilities or causes of action for injury to or death of any person, for damage to any property, and for mechanic's, materialmen's or materialmen's other liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise claims arising out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee or in connection with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted work done by law, per annumthe Tenant.

Improvements. 4.1 In taking possession of the leased premisesLessee may make any alterations, ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in goodadditions, clean and tenable condition, subject only improvements or other changes to the repairs Tank Farm Assets as may be necessary or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached heretouseful in connection with the Permitted Use in Lessee’s reasonable discretion (collectively, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be “Improvements”), without the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval prior written consent of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping provided Lessee complies with the historical character requirements of the buildingthis Lease (including, without limitation, Section 6.3 and this Article 7) with respect thereto. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by LessorIf such Improvements require alterations, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations additions or improvements to the leased premisesPremises or any of the Shared Access Facilities, Lessee shall obtain notify Lessor in writing in advance and deliver the parties shall negotiate in good faith any increase to the rental paid by Lessee or otherwise provide for reimbursement of any material increase in cost (if any) to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services that result from any modifications to the lease premises. 4.3 At Premises or the expiration Shared Access Facilities necessary to accommodate the Improvements, or termination of as otherwise mutually agreed by the term of this Lease Agreement, all improvements and alterations made parties. Notwithstanding the foregoing or any other provision to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shallcontrary contained herein, at its expenseif there is a Partnership Change in Control, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. then Lessee shall not permit be permitted to make any mechanic's Material Improvements (as defined below), without the prior written consent of Lessor, which may not be unreasonably withheld, conditioned or materialmen's liens delayed; provided that Lessor’s consent shall not be required hereunder if the Improvements (i) are required by Applicable Law; (ii) are pursuant to stand Section 14.2 below; or (iii) do not interfere in any material respect with the operations of the Refinery and do not materially increase any of Lessor’s obligations or liabilities under this Lease or any other related agreement. If the Material Improvements cause such interference or materially increase Lessor’s obligations or liabilities under this Lease or any other related agreement, Lessee agrees to indemnify, defend and hold harmless the Lessor Indemnified Parties from and against any Losses resulting from such interference or the leased premises increase in Lessor’s obligations or against liabilities under this Lease or any other related agreement. For purposes of this paragraph, the Central School term “Material Improvements” means any Improvements which cost in excess of $15,000,000. If Lessor’s consent is required hereunder, Lessor shall provide written notice to Lessee of Lessor’s acceptance or rejection of any proposed construction or material alteration within thirty (30) days after Lessor’s receipt of the written request for such consent and adequate written explanation and supporting written information respecting the proposed construction or material alteration. In no way shall Lessee act or represent to any contractor, subcontractor, materialman, supplier or laborer that it is acting on behalf of or as agent of Lessor may require appropriate assurances by way of bondwith regard to any construction, deposit maintenance, repair or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at work whatsoever on or about the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annumPremises.

Improvements. 4.1 In taking possession This Lease is executed with the understanding and agreement that the Lessee is not obligated to make any improvements to the Property other than those contemplated by this Lease, but that if Lessee elects to do so, said improvements shall relate to the use of the leased premisesPremises. Except as provided in Paragraph 5(c), ▇▇▇▇▇▇ acknowledges that same were the full cost of said improvements shall be borne and paid by Lessee, without any contribution whatsoever by Lessor. The construction and installation of improvements made to the Property by the Lessee shall be subject to the following conditions: (a) At least ten (10) days, but not more than thirty (30) days before commencement of any construction on or improvement to the Property which will cost in excess of Ten Thousand Dollars ($10,000), excluding vineyard related improvements, Lessee shall notify Lessor of Lessee's intention to commence said work. The notice shall specify the approximate location and nature of the intended improvements and shall state the approximate date on or after which work is to commence. Lessor shall have the right to post and maintain on the Property any notices of nonresponsibility provided for under applicable law. (b) Lessee shall not suffer or permit to be enforced against the Property or any part thereof any mechanic's, materialman's, contractor's, or subcontractor's lien arising from any work of improvement made by Lessee, how ever it may arise. However, Lessee may, in good faith and at Lessee's own expense, contest the validity of any such asserted lien, provided Lessee has furnished the bond required in Civil Code Section 3143 (or any comparable statute hereafter enacted for providing a bond or other assurance freeing the Property from the effect of such a lien claim.) (c) Lessee shall indemnify Lessor against all liability and loss of any type arising out of work performed on the Property by or for Lessee, together with reasonable attorneys' fees and all costs and expenses incurred by Lessor in negotiating, settling, defending, or otherwise protecting against such claim should Lessee fail to do so. (d) If Lessee does not cause to be recorded the bond described in Civil Code Section 3143 or otherwise protect the Property under any alternative or successor statute, and if a final judgment is rendered against Lessee by a court of competent jurisdiction for the foreclosure of a mechanic's, materialman's, contractor's or subcontractor's lien claim, and if Lessee fails to stay an execution of the judgment by lawful means or to pay the judgment, Lessor shall have the right, but not the duty, to pay or otherwise discharge, stay, or prevent the execution of any such judgment or lien or both. Lessee shall reimburse Lessor for all sums paid by Lessor under this subparagraph (d), together with all Lessor's reasonable attorneys' fees and costs, plus interest on those sums, fees, and costs at the highest legal rate allowed, under the laws of California from the date of occupancy in good, clean and tenable condition, subject only to payment until the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are anydate of reimbursement. 4.2 Lessee agrees to make at its own expense all alterations and (e) All improvements to constructed or installed on the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made Property by Lessee shall be undertaken only owned by Lessee during the Term. At the conclusion of the Term, or upon advance approval any earlier termination of this Lease however occurring, Lessee shall, at the option of Lessor, shall be made under (i) surrender the supervision, direction Premises and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the workimprovements, if any, to Lessor and as of ▇▇▇▇▇▇said date said improvements shall become part of the real property and shall belong solely to Lessor, or (ii) remove all improvements located on the Premises, including vines, at Lessee's engineersole cost and expense; provided that, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to in the leased premisesevent of a Water Deficiency Termination, at the option of Lessee, Lessee shall obtain be entitled to retain ownership of and deliver to remove all improvements, including vines, constructed or installed on the Property by Lessee. Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services shall notify Lessee at least ninety (90) days prior to the lease premises. 4.3 At the conclusion or expiration or termination of the term Term as to whether Lessor elects (i) or (ii); in the absence of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to such notice from Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease Lease shall be deemed terminate pursuant to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent clause (8%i), or such greater amount as shall then be permitted by law, per annum.