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 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 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 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 (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 The IMPROVEMENTS to SUBJECT TECHNOLOGY invented jointly by WVURC and COMPANY shall be owned jointly by WVURC and COMPANY. The IMPROVEMENTS to SUBJECT TECHNOLOGY invented solely by WVURC shall be solely owned by WVURC. The IMPROVEMENTS to SUBJECT TECHNOLOGY invented solely by COMPANY shall be owned jointly by WVURC and COMPANY. Each PARTY shall disclose to the other PARTY its IMPROVEMENTS to SUBJECT TECHNOLOGY as CONFIDENTIAL INFORMATION under this Agreement, said disclosure to occur within ninety (90) days after receipt of an invention disclosure form by the inventing PARTY from its personnel. For jointly owned IMPROVEMENTS, WVURC hereby grants COMPANY the first option to enter into an exclusive or non-exclusive royalty bearing license, with the right to sub-license, for WVU’s rights in each jointly owned IMPROVEMENT in order for COMPANY to practice and commercialize said jointly owned IMPROVEMENT. Any rights granted to a jointly owned IMPROVEMENT will be royalty bearing, of a limited-term, for COMPANY to make, have made, use, sell, offer to sell, and import any service, product or method covered by WVURC’s rights in the applicable IMPROVEMENT. This option must be exercised by Company within sixty (60) calendar days after COMPANY’S receipt of the leased premisesdisclosure of the applicable IMPROVEMENT. Upon exercise of the option by COMPANY, ▇▇▇▇▇▇ acknowledges that same were COMPANY shall have one hundred and twenty (120) calendar days to negotiate and execute a license to the IMPROVEMENT (the “WVU Negotiation Period”). During the WVU NEGOTIATION PERIOD, the PARTIES shall agree on the date scope of occupancy in goodIMPROVEMENTS to be licensed, clean where patent protection will be sought for each IMPROVEMENT, and tenable condition, subject only which PARTY will serve as the lead for all matters and cost related to the repairs or improvements which Lessor has agreed preparation, filing, defense, and maintenance of the IMPROVEMENT. In the event the PARTIES fail to make at Lessor's expense and which are set forth on Exhibit "C" attached heretoreach a mutually acceptable license agreement within the WVU NEGOTIATION PERIOD, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements COMPANY’S rights under this first option shall expire with respect to the leased premises except as otherwise indicated to IMPROVEMENT(S) at issue. The WVU NEGOTIATION PERIOD may 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 extended in good faith upon written mutual agreement of both WVURC 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 premisesCOMPANY. 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 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 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, ▇▇▇▇▇▇ 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 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 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 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 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 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 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 agrees that Tenant shall have the exclusive right to, and may from time to time, at its sole cost and expense: (i) make, erect, place and construct on all or any part of the leased premisesLeased Premises (including, ▇▇▇▇▇▇ acknowledges that same were on without limitation, the date subsurface thereof) such buildings, structures and other improvements and fixtures as Tenant may deem necessary or convenient in connection with the Permitted Use of occupancy the Leased Premises including, without limitation, subsurface wellbores; and (ii) make such alterations, demolitions, additions, modifications, and changes, structural or otherwise, in good, clean any 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 fixtures on the Leased Premises (including, without limitation, the subsurface thereof) as it deems necessary or desirable in connection with the Permitted Use. Tenant shall have the right to remove any improvements, fixtures and equipment (including, without limitation, well casings) remaining on or under any Site at any time during this Lease and for a period ending six (6) months after the expiration of the Term as to such Site; provided, however, that upon written notice from Landlord, Tenant shall remove any such improvements within said 6-month period (or longer as may be undertaken reasonably necessary to comply with applicable Laws) and return the Site to dressed dirt condition and as otherwise required pursuant to applicable Laws. Any improvements remaining on such Site thereafter (with the exception only upon advance approval of Lessormovable trade fixtures, furniture, and other movable personal property) will be considered improvements to and become a part of the real estate of the Landlord, and the Tenant shall be made under not have the supervisionobligation to remove the same nor to restore such Site to its original condition. Notwithstanding the above, direction Tenant will comply with all Laws regulating cessation of oil and control of Lessor's architectgas operations, shall be made in good plugging and workmanlike manner according to the terms, conditions abandoning oil and requirements set by ▇gas ▇▇▇▇▇ and its architectrestoration of the Site. Tenant covenants that any improvement erected by it and all alterations, additions and changes made by it in such improvements will be done, erected or made in a good and workmanlike manner. Tenant shall have no right, power or authority to create, cause or allow any lien of any kind against the fee title of Landlord in and to the Leased Premises. Nothing in this Lease shall be deemed in keeping with the historical character any way (i) to constitute Landlord’s consent or request, express or implied, that any contractor, subcontractor, laborer or materialman provide any labor or materials for any alteration, addition, improvement or repair to any or all of the buildingLeased Premises, or (ii) to give Tenant any right, power or authority to contract for or permit to be furnished any service or materials, if doing so would give rise to the filing of any mechanics’ or materialman’s lien against any or all of Landlord’s fee estate in the Land, or (iii) to evidence Landlord’s consent that Landlord’s fee estate in the Land be subjected to any such lien. All alterations and improvements performed If any third party files notice of such a lien against the fee title of Landlord for work or materials provided to or for Tenant, Tenant shall cause same to be discharged by payment or bonding within thirty (30) days after Tenant’s receipt of written notice of such filing from Landlord. Subject to the foregoing, 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 last day of the leased premisesTerm as to any Site, including or upon 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 earlier termination of the term of this Lease Agreementas to any Site, all improvements Tenant shall leave, surrender and alterations made yield 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 Landlord such Site in as good order and condition as same were in on the original date of occupancyrepair, 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) Following execution of the leased premisesthis Amendment, Tenant shall enter into one or more construction contracts (each a “Construction Contract”) with ▇▇▇▇▇▇ acknowledges that same were on Commercial Construction Company d/b/a Eagleview Commercial Construction Company (the date “Contractor”) as general contractor who shall perform and manage the construction 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 in the Leased Space conforming to the leased premises except Approved Tenant Improvement Plans, as otherwise indicated such term is hereinafter defined (the “Improvements”). Tenant’s specifications and plans for the Improvements to the Leased Space (the “Improvement Plans”) shall be prepared by Tenant’s architect, which architect shall be subject to the approval by Landlord, such approval not to be the obligation of Lessor under this Lease Agreementunreasonably withheld, conditioned or delayed. 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 Landlord hereby approves ▇▇▇▇▇▇ and its Wyper Architects as Tenant’s architect. Such Improvement Plans will be prepared in sufficient detail to permit Contractor to construct the Improvements, and shall include partition layout (dimensioned), door location and door schedule including hardware, reflected ceiling plan, telephone and electrical outlets with locations (dimensioned), special electrical, HVAC and/or plumbing work, mechanicals, special loading requirements, such as the location of special equipment, openings in the walls or floors, all necessary sections and details for special equipment and fixtures, and finishes including, without limitation, carpentry and millwork, floor coverings, wall coverings, color schedules, and any other special finishes. The Improvement Plans shall be prepared in keeping accordance with applicable laws and code requirements and in accordance with the historical character terms of the buildingLease (including Sections 8 and 9, as amended). All alterations and improvements performed on Within ten (10) business days of Landlord’s receipt of the leased premises by ▇▇▇▇▇▇ Improvement Plans, Landlord shall be performed by competent contractors and subcontractors approved by Lessornotify Tenant as to whether Landlord approves of the Improvement Plans, which approval shall not be unreasonably withheld, conditioned or delayed. Landlord’s failure to notify Tenant in writing within such ten (10) business day period will constitute Landlord’s approval thereof. Upon approval or deemed approval by Landlord, the Improvement Plans shall become final and shall not be materially changed without Landlord’s further approval, which shall not be unreasonably withheld, conditioned or delayed, and shall be subject to the same timeframe for approval and deemed approval as provided above (as finally approved, the “Approved Tenant Improvement Plans”). Lessee The parties agree that (i) Contractor is approved as the general contractor, (ii) Tenant shall pay have the right to require the use of certain sub-contractors to perform certain specialty work related to the lab improvements in the Leased Space, subject to the approval of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned; and (iii) the sub-contractors identified on Exhibit A attached hereto are approved by Landlord and Tenant. Landlord’s consent shall not be considered to be unreasonably withheld if any such sub-contractor (i) does not have trade references reasonably acceptable to Landlord, (ii) does not maintain insurance as required pursuant to the terms of the Lease, (iii) does not have the ability to be bonded for the work in an amount of no less than 125% of the total estimated cost of the portion of the Improvement work which such sub-contractor is performing, or (iv) is not licensed as a contractor in the state/municipality in which the Leased Space is located. Tenant acknowledges the foregoing is not intended to be an exclusive list of the reasons why Landlord may reasonably withhold its consent to a sub-contractor. (b) Provided that there is no Event of Default by Tenant then occurring pursuant to the terms of the Lease or this Amendment beyond all architecturalapplicable notice and cure periods, engineering effective on and other services after execution of this Amendment, Landlord agrees to contribute the sum of $500,000 (the “2021 Allowance”) to be applied towards the cost of the general fit-out Improvements (i.e., carpet and paint, but specifically excluding any lab improvements), provided that Tenant provides Landlord with the documentation set forth in Section 5(e) below. (c) Provided that there is no Event of Default by Tenant then occurring pursuant to the terms of the Lease or this Amendment beyond all applicable notice and cure periods, and that Tenant has paid to Contractor at least $5,000,000 towards construction of the Improvements (which sum may not include any costs incurred or expenses applied towards equipment or any portion of the 2021 Allowance previously utilized), on and after April 1, 2022, Landlord agrees to contribute (by Lessor way of payment directly to Contractor) the sum of $2,000,000 (the “2022 Allowance”) to be applied towards the cost of the Improvements (including, but not limited to, the cost of preparing design and construction documents and mechanical and electrical plans for the Improvements, the cost of city permits, and for hard costs in connection with ▇▇▇▇▇▇'s improvement or alteration the Improvements), provided that Tenant provides Landlord with the documentation set forth in Section 5(e) below. Notwithstanding the foregoing, Landlord shall not be required to pay to Contractor nor shall Tenant be entitled to any portion of the leased premises2022 Allowance unless and until the later of the following has occurred (i) April 1, including 2022 or (ii) Tenant has paid to Contractor at least $5,000,000 for construction of the workImprovements as set forth above. (d) Provided that there is no Event of Default by Tenant then occurring pursuant to the terms of the Lease or this Amendment beyond all applicable notice and cure periods, and that Tenant has paid to Contractor at least an additional $8,000,000 towards construction of the Improvements to the Leased Space (which sum may not include any costs or expenses applied towards equipment nor any portion of the 2021 Allowance or 2022 Allowance previously utilized), on and after April 1, 2023, Landlord agrees to contribute (by way of payment directly to Contractor) the sum of $3,500,000 (the “2023 Allowance”, together with the 2021 Allowance and the 2022 Allowance, sometimes hereinafter collectively referred to as the “Allowance”) to be applied towards the cost of the Improvements (including, but not limited to, the cost of preparing design and construction documents and mechanical and electrical plans for the Improvements, the cost of city permits, and for hard costs in connection with the Improvements), provided that Tenant provides Landlord with the documentation set forth in Section 5(e) below. Notwithstanding the foregoing, Landlord shall not be required to pay to Contractor nor shall Tenant be entitled to any portion of the 2023 Allowance unless and until the later of the following has occurred (i) April 1, 2023 or (ii) Tenant has paid to Contractor at least an additional $8,000,000 for construction of the Improvements as set forth above. Notwithstanding satisfaction of the conditions set forth in the prior sentence, Landlord shall be permitted, in Landlord’s sole but reasonable discretion, to withhold up to $2,500,000 of the 2023 Allowance until such time as Landlord determines that Tenant’s financial strength is adequate to satisfy Tenant’s monetary obligations under the Lease. (e) Any portion of the Allowance to be applied toward the cost of the Improvements, shall be paid directly to Contractor within thirty (30) days following receipt by Landlord of (1) receipted bills covering all labor and materials expended and used in the Improvements; (2) full and final/partial waivers of lien (as appropriate); and (3) the certification of Tenant’s architect and engineer of design that the Improvements have been installed in a good and workmanlike manner in accordance with the approved plans, and in accordance with applicable Laws, codes and ordinances. The Allowance shall be disbursed in the amount reflected on the receipted bills meeting the requirements above. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Allowance towards the cost of the Improvements during the continuance of an uncured Event of Default by Tenant under the Lease, and Landlord’s obligation to disburse or apply the Allowance shall only resume when and if such Event of Default is cured. (f) Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with the Improvements and/or Allowance. (g) Each Construction Contract shall set forth the Improvements to be completed pursuant to such Construction Contract. In addition, each Construction Contract shall include a schedule (each a “Schedule”) created by Contractor, Landlord and Tenant (working in good faith) establishing an estimated completion date for the Improvements covered by such Construction Contract (each a “Target Completion Date”). Contractor shall work diligently and in good faith to complete the Improvements contained in each Construction Contract by the Target Completion Date established on the Schedule for the specific Construction Contract. With respect to each Construction Contract, Contractor shall be entitled to collect and deduct from the Allowance paid pursuant to such Construction Contract a contractor’s fee in an amount equal to 7% of ▇▇▇▇▇▇'s engineer, architect the total cost of the Improvements (i.e. the Cost of Work as defined in the then current edition of the AIA Standard Form of Agreement between Owner and other agents connected therewith. Prior to undertaking any alterations or improvements Contractor) applicable to the leased premisesConstruction Contract, Lessee which Cost of Work shall obtain specifically exclude any amounts paid towards specialty equipment purchased and deliver installed and warranted by Tenant and any fines or penalties assessed against the project resulting from violations of applicable laws and codes, including without limitation, OSHA, by Contractor or any of its sub-contractors or suppliers within Contractor’s control. Contractor will cause the construction of the Improvements under each Construction Contract to Lessor commence in accordance with the Schedule and shall Substantially Complete the Improvements on the Schedule on or before the date which is thirty (30) days following the date specified on the Schedule (subject to automatic extension for any delay cause by Force Majeure or Tenant Delay) (the “Target Date”). In the event that the Improvements for a valid waiver Construction Contract are not Substantially Complete within thirty (30) days of the Target Date (“Outside Completion Date”) of such Construction Contract, Contractor’s contractor fee shall be automatically reduced by 1% on the first day following the Outside Completion Date and release again, if applicable, by an additional 1% each for thirty (30) day period thereafter until such Improvements have been Substantially Completed. Notwithstanding anything to the contrary, each Construction Contract and its related Schedule shall be applicable only to those Improvements contained therein. (h) As used herein, (i) “Force Majeure” shall mean matters outside of mechanic's liens by each party who will furnish Contractor’s reasonable control including, but not limited to the following: strikes, lockout, or labor disputes; failure or interruption of or delay in the availability of any one or more public utilities at the Building for the use of Contractor or its sub-contractors; delays due to governmental regulation or actions or inaction of local, state or federal governments [including, without limitation, any extraordinary delays in issuing building permits, certificates of occupancy or other similar permits or certificates]; riots, acts of the public enemy, war, invasion, insurrection, mob violence, sabotage or malicious mischief; storm, flood, unusually severe weather or acts of God; fire, explosion, or casualty; inability to procure, or general shortages of, labor, equipment, facilities, materials or services to the lease premises. 4.3 At the expiration supplies; failure of transportation, epidemics, quarantine restrictions, freight embargoes, or termination any other cause event or circumstance, whether similar or dissimilar, beyond Contractor’s control; (ii) “Substantially Complete”, “Substantial Completion” or words of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee similar import 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 mean that any work to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises performed by Contractor pursuant 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.a specific Construction Contract has

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 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 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 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 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) Immtech agrees that all Improvements developed by Immtech during the term 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, Agreement shall be made available on the same basis and under the supervisionsame terms as set forth in this Agreement at no additional cost to Criticare. Immtech shall promptly notify Criticare of all such Improvements as they can reasonably be made available in form sufficient to disclose such Improvement to Criticare, direction and control at Criticare's option such Improvements may be included in this Agreement and/or Products. (b) If Criticare requests Immtech, in writing, to file a patent application in a given nation or nations within the Licensed Territory based on the Immtech Patent Rights or a Immtech Improvement, Immtech shall promptly initiate the filing of Lessorsuch application(s), using local counsel of Criticare's architectchoosing. Criticare shall be responsible for all out of pocket costs, including attorney fees, of filing and prosecuting any such patent application(s) together with all fees, taxes, assessments, and levies on said patent application(s) and/or patent(s) obtained therefrom for so long as Criticare desires to maintain its rights thereunder. Immtech shall cooperate fully with the prosecution, maintenance and enforcement of said patent application(s) and/or patent(s) obtained therefrom and shall execute all documents reasonably necessary for these activities. (c) Criticare agrees that all Improvements developed by Criticare during the term of this Agreement shall be made available on a nonexclusive basis to Immtech without cost or reduction in good and workmanlike manner according royalty payable to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architectImmtech. Criticare shall promptly notify Immtech of all such Improvements as they can reasonably be made available in form sufficient to disclose such Improvement to Immtech, and shall at Immtech's option may be included in keeping with the historical character of the building. All alterations and improvements performed Products and/or may be licensed from Criticare on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors same basis 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 under the same terms as set forth 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 premisesthis Agreement. 4.3 At the expiration or (d) Upon termination of the term of this Lease Agreement, all improvements and alterations made Criticare's rights to the leased premises by Lessee shall remain with the leased premises and continue use of Immtech's Improvements shall be limited by the property scope of LessorImmtech Patent Rights existing upon termination. Lessee shallLikewise, 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 termination of this the term of this lease agreement, Immtech's rights to continue use of Criticare's Improvements shall be deemed to have been abandoned and shall become limited by the property scope 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 mechanicCriticare'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 annumpatent rights existing upon termination.

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 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 (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 (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 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 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 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 Section 6.1 - Landlord's Responsibilities . (a) Landlord, at its own cost and expense, shall construct in accordance with Exhibit "GCS1.0" that portion of the Premises required in Exhibit "GCS1.0" to be constructed by Landlord at its sole cost and expense. Landlord shall complete such work, other than details of construction which do not materially interfere with the performance of the work to be performed by Tenant under Section 6.2, prior to delivering possession of the leased premisesPremises to Tenant. (b) Landlord warrants that its work shall be delivered free and clear of liens, encumbrances and violations or conditions which may constitute violations of any laws, ordinances, or regulations relating to the use, occupancy and construction of the Premises and the building containing the same. (c) Landlord, at Tenant's sole cost and expense, shall construct in accordance with Exhibit "GCS1.0" that portion of the Premises required in Exhibit "C" to be constructed by Landlord at Tenant's sole cost and expense ("Chargebacks"); provided, however, that in no event shall Tenant be responsible to pay more than Five Thousand Dollars ($5,000) in Chargebacks . Landlord may, at its sole option, ▇▇▇▇▇▇ acknowledges that same were on Tenant for the Chargebacks prior to the Rent Commencement Date, and Tenant shall pay Landlord the Chargebacks no later than thirty (30) days following receipt of Landlord's billing. (d) By the earlier to occur of one hundred ten (110) days after Tenant takes possession of the Premises or the date on which Tenant opens for business, Tenant shall inform Landlord, in writing, of occupancy in good, clean and tenable condition, subject only any items that were required 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, Landlord 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 are incomplete 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 inadequate; otherwise Tenant shall be deemed to have been abandoned and shall become the property of Lessor acknowledged that all work required to be disposed of as Lessor deems expedient, performed in connection with the Premises and any and all costs of cleanup and disposal of goods abandoned at the leased premises obligations to be paid performed by ▇▇▇▇▇▇. Lessee Landlord on or before the opening of the Premises have been fully performed (other than latent defects in such work that Tenant does not discover within such period, for which Landlord shall be responsible for repairing and correcting upon receipt of notice thereof from Tenant at any time during the first Lease Year). (e) If, on the date Landlord delivers possession of the Premises to Tenant, the configuration of the Premises is not permit any mechanicin substantial conformity with that shown on the scaled drawings on which Tenant based its Landlord approved final plans and specifications for Tenant'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%)work, or the placement of columns, equipment or utility facilities on the Premises required to be constructed or installed by Landlord under this Section 6.1 is different than shown on such greater scaled drawings, and, in either case, the degree of variation from such scaled drawings reasonably requires Tenant to revise such plans and specifications, then (i) Landlord shall reimburse Tenant for any additional architectural and engineering costs incurred by Tenant to prepare such revised plans and specifications, and (ii) the one hundred ten (110) day period referred to in Section 1.0(f) shall be extended by the amount as shall then be permitted by lawof time reasonably required (1) to prepare such revised plans and specifications and resubmit the same to Landlord for approval, per annum(2) for Tenant to obtain Landlord's approval of such revised plans and specifications, and (3) for Tenant to obtain new building permits for Tenant's work, if required.

Improvements. 4.1 In taking possession (i) Landlord shall deliver the Premises to Tenant in their "as-is" condition; provided, however, that Landlord shall construct in the Premises: (A) at Landlord's sole cost and expense, the Landlord Improvements (hereinafter defined); and (B) at Tenant's sole cost and expense, subject, however, to application of the leased premisesImprovement Allowance (hereinafter defined), ▇▇▇▇▇▇ acknowledges 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 same were on Landlord and Tenant have not finally agreed upon the date scope and details of occupancy in goodthe Tenant Improvements as of the Effective Date, clean Tenant's submission to Landlord of 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 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 specifications detailing such improvements and alterations made by Lessee work shall be undertaken only upon advance approval of Lessor, subject to Landlord's written approval. The Tenant Improvements shall be made under the supervision, direction and control of Lessorsubject to Landlord'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 Lessorprior written approval, which approval shall not be unreasonably be withheld, conditioned or delayed, except to the extent that any Tenant Improvement proposed by Tenant involves changes to, or modifications of, the base Building or any of the systems therein, in which event Landlord may approve or reject such Tenant Improvement in its sole discretion. Lessee Tenant shall pay for insure that the Tenant Improvements, as designed by the Space Planner (hereinafter defined), comply with all architecturalapplicable building codes, laws and regulations (including without limitation the Americans With Disabilities Act) and do not include or require any changes to or modifications of any of the mechanical, electrical, plumbing or other systems of the Building. (ii) The cost of all design, architectural and engineering work, demolition costs, construction costs, construction supervision (as set forth in the Work Agreement), contractors' overhead and other services profit, licenses and permits, and all other costs and expenses incurred by Lessor in connection with ▇▇▇▇▇▇the Tenant Improvements shall be at Tenant's improvement or alteration sole cost and expense, subject to the application of the leased premises, including Improvement Allowance. Landlord shall pay the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewithImprovement Allowance as provided in the Work Agreement. 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 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 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 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 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 ▇▇▇▇▇▇Lessee'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 Subject to the terms and conditions of this Lease, including without limitation Section 2.2 of this Lease, Landlord shall, at Landlord's expense, construct or install improvements in the Premises (the "Tenant Improvements") in accordance with the Approved Plans. Notwithstanding anything to the contrary, the parties hereby acknowledge and agree as follows: a. Landlord shall complete the Tenant Improvements with its standard building finishes as described in the Approved Plans and such above-standard building finishes as shall have been expressly requested by Tenant and described in the notes to the Approved Plans (collectively, the "Upgrade Finishes"). The parties agree that any notes in the Approved Plans calling for above-standard building finishes that were not expressly requested by Tenant shall be disregarded. b. Except for the Upgrade Finishes, the Approved Plans will not provide for, and Landlord shall have no responsibility for, the furnishing or installation of (i) Tenant's telecommunications, computer, security, fire alarm and fire extinguishing systems (the "Tenant Systems") and (ii) any fixtures, equipment, furniture, cabinetry, mill work or other items specific to Tenant's operation and proposed use of the leased premises, ▇▇▇▇▇▇ acknowledges that same were on Premises (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 FF&E"). 4.2 Lessee agrees to make at its own expense all alterations c. Tenant, 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 Lessornot Landlord, shall be made responsible for any additional cost of the Tenant Improvements arising from a Tenant Delay (as hereinafter defined) or any change to the Approved Plans (a "Change Order"), whether such Change Order is voluntarily requested or is the result of a change to the Approved Plans required by any governmental entity having jurisdiction over the Premises, provided, however that Landlord shall be responsible for any additional cost of the Tenant Improvements that results from a change to the Approved Plans required by any governmental entity for reasons other than Tenant's use of the Premises. d. Any sums owed to Landlord under this paragraph 2 shall be deemed "Additional Rent" under the supervision, direction Lease. e. The furnishing 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 installation of the building. All alterations Tenant Systems and improvements performed on the leased premises by ▇▇▇▇▇▇ Tenant FF&E shall be performed by competent contractors Tenant at Tenant's sole cost 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 expense in connection accordance with ▇▇▇▇▇▇'s improvement or alteration the terms of the leased premisesthis Lease, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect Article 7 (relating to Alterations) 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 premisesSection 4. 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 (a) Tenant shall have the leased premisesright, ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in good, clean at any time and tenable condition, subject only from time 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 time during the term of this Lease, at its own cost and expense, to demolish the improvements existing on the Demised Premises as of the date of this Lease Agreementand to construct on the Demised Premises a one-story building containing approximately 6,000 square feet of floor area (the "Building") and such other structures, parking areas, driveways, walks and other improvements of any nature (including excavation, earthmoving, paving, installation of utilities and all other development activities) pertaining thereto as Tenant in Tenant's sole discretion shall consider appropriate. (b) All improvements which may be constructed on the Demised Premises by Tenant shall be the property of Tenant during the term hereof and alterations made to may be changed or altered and any such improvements remaining upon the leased premises by Lessee Demised Premises at the expiration or sooner termination of this Lease shall remain with become a part of the leased premises realty and shall be the property of LessorLandlord without any payment therefor to Tenant other than as provided in Article VI(d) below. Lessee shallTenant need not restore the Demised Premises to its former condition following any such demolition, at its expenseconstruction, 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 change or termination of this term of this lease alteration. (c) Tenant shall be deemed to have been abandoned and shall become the property of Lessor cause to be disposed of as Lessor deems expedient, with discharged all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's mechanics or materialmen's liens placed on the Demised Premises on account of the construction of such improvements. Tenant shall require its contractors 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 carry liability insurance in such amounts and with such coverages as Tenant shall determine, naming Landlord and Tenant as additional insureds. All improvements (if any) which shall exist on the Demised Premises at any time shall be maintained in reasonably good condition, subject to fire and casualty and subject in any event to Article VI(a) and (b). (d) If Tenant constructs the Building on the Demised Premises, then upon the expiration of this Lease or its earlier termination for any reason other than pursuant to the provisions of Article XIII (the "Termination Date") and, so long as the Building is in good order, condition and repair (except for reasonable wear and tear) on the Termination Date, Landlord shall pay to Tenant as full and complete consideration for the Building the sum of $300,000.00, payable as follows: (i) $25,000,00 upon the Termination Date; (ii) $75,000.00 on the first anniversary of the Termination Date; (iii) $100,000.00 on the second anniversary of the Termination Date; and (iv) $100,000.00 on the third anniversary of the Termination Date. The obligation of Landlord to pay the amounts set forth in clauses (ii), (iii) and (iv) above shall be evidenced by a promissory note of Landlord in the principal amount of $275,000.00 made payable to the order of Tenant. The amounts outstanding under the promissory note shall bear interest at an annual rate equal to the "base rate" of The First National Bank of Boston plus two percent (2%), payable monthly in arrears, provided that interest shall not commence to accrue until eighteen months following the Termination Date. All amounts outstanding under the promissory note shall become immediately due and payable to Lessor from Lessee with interest at in full upon the rate sale or transfer of eight percent (8%), the Demised Premises or such greater amount as shall then be permitted by law, per annumthe grant of any mortgage of the Demised Premises.

Improvements. 4.1 In taking possession None. Tenant accepts the Premises in the condition existing as of the leased premisesEffective Date. All other improvements, ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in good, clean alterations and tenable condition, subject only additions 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 Premises desired by Lessee shall be undertaken only upon advance approval of Lessor, Tenant shall be made under the supervisiononly at Tenant's expense, direction and control of Lessor's architect, shall be made in good and workmanlike manner according and in accordance with plans and specifications which have been previously approved in writing by the Landlord and shall comply with all applicable statues, ordinances, regulations and codes. Landlord's approval of the plans, specifications and working drawings for Tenant's alterations and/or Landlord's approval of Tenant's plans for Landlord's work shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. Landlord reserves the right to the termsapprove Tenant's contractor, conditions and requirements set to require adequate lien waivers, bonds, permits, licenses and insurance. Any and all work performed by ▇▇▇▇▇▇ Tenant or its contractors shall be with workmen and its architect, contractors approved in advance in writing by Landlord and shall be performed in keeping with the historical character of the building. All alterations a manner and improvements performed on the leased premises upon terms and conditions satisfactory to and approved in advance in writing 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 therewithLandlord. Prior to undertaking and at all times during the performance of the work by any alterations of Tenant's contractors or improvements subcontractors, Tenant shall require such contractors to provide insurance coverage reasonably satisfactory to Landlord. Tenant shall require that such contractors' Workers' Compensation Insurance and Commercial General Liability Insurance shall be endorsed specifically to name Landlord, its Affiliates and Agents as Additional Insured parties.. Evidence of such specific endorsements shall be furnished to Landlord prior to commencement of any such work in the Demised Premises. Tenant shall not make any alterations, repair or installation, or perform any other work to or in the Premises unless prior to the leased premises, Lessee commencement thereof Tenant's contractor shall obtain have furnished to Landlord evidence of public liability and workmen's compensation insurance to cover every contractor to be employed and shall deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials duplicate originals or services to the lease premises. 4.3 At the expiration or termination certificates of the term of this Lease Agreementpolicies to Landlord which certificates shall name Landlord, all improvements its agent and alterations made property manager as additional insureds. The policies shall be non-cancelable without ten (10) days notice to the leased premises by Lessee shall remain with the leased premises Landlord and shall be carried with companies, and in coverage limits, reasonably satisfactory to Landlord. All improvements and additions made by or for the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods Tenant and effectspermanently attached to the Premises, including trade without limitation all partitions, carpets, lighting fixtures, machinerydoors, hardware, shelves, cabinets and equipmentceilings, 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 shall remain in the leased premises Premises and shall be surrendered to Landlord at the expiration Expiration Date or earlier termination of this term Lease, unless the Landlord, by notice given to the Tenant no later than thirty (30) days prior to the end of this lease the term, shall be deemed elect to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedientTenant remove such alterations, 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%)additions, or improvements, and Tenant shall thereupon accomplish such greater amount as shall then be permitted removal at its sole cost and repair any damage to the Premises caused by law, per annumsuch removal.

Improvements. 4.1 In taking possession 5.1 Following the waiver of all Tenant's rights to terminate this Lease, the Tenant agrees to construct on the leased premises a Bank Building with drive through teller service facilities (the "Approved Business") in accordance with the prototype plans and specifications (the "Plans") forwarded to Landlord and incorporated by reference. The Approved Business will be constructed pursuant to the construction contract entered into by Tenant with a reputable and bondable general construction contractor ("Contractor"); provided, however, if the Contractor shall use union employees on the job it will be subject to the approval of Landlord. Tenant covenants and agrees to pursue construction of the Approved Business to its completion with all reasonable diligence subject to extension for any event of Force Majeure as provided in Section 4 hereof. The Approved Business shall be constructed in a good and workmanlike manner in compliance with all applicable permits, authorizations, building codes, and all other applicable laws, ordinances, rules and regulations of any governmental authorities having jurisdiction. The Approved Business shall be the building described in the Plans and no material alterations of the height and architectural design of the Approved Business or signage shall be made without the prior written consent of Landlord which consent shall not be unreasonably withheld or delayed. Tenant shall have no right, authority, or power to bind Landlord, or any interest of Landlord in the leased premises, ▇▇▇▇▇▇ acknowledges that same were on for any claim for labor or material or for any other charge or expense incurred in the date construction of occupancy the Approved Business or any change, alteration, or addition thereto, or any replacement or substitution therefor, nor to render the Landlord's interest in goodthe leased premises liable to any lien or right of lien for any labor or material and Tenant shall in no manner be considered as the agent of Landlord in the construction, clean erection, or operation of the Approved Business or any replacement or substitution therefor. If any involuntary liens for labor and tenable condition, subject only materials supplied or claimed 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 have been supplied 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 Lessorfiled, Tenant shall be made under promptly pay or bond such liens to Landlord's reasonable satisfaction or otherwise obtain the supervision, direction release or discharge thereof and control of Lessor's architect, Tenant shall be made in good indemnify and workmanlike manner according to hold Landlord harmless from 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 premisespayment thereof. 5.2 Landlord, including the workits agents, employees and architects, if any, shall not be liable to Tenant or any other party for any loss, claim, or demand asserted on account of ▇▇▇▇▇▇Landlord's engineerexercise of its rights and duties hereunder, architect or any failure or defect in such exercise. No approval of designs, site plans, plans, specifications, or other matters shall ever be construed as representing or implying that such designs, site plans, plans, specifications, or other matters will, if followed, result in a properly designed Approved Business or other improvements constructed in addition to or as substitute or replacement for the Approved Business. Such approval shall in no event be construed as representing or guaranteeing that any improvements will be built in a workmanlike manner, nor shall such approvals relieve Tenant of its obligation to construct the Approved Business in a workmanlike manner as provided in Section 5.1 above. Tenant will hold Landlord harmless and will indemnify Landlord from and against any suits, actions, or causes of action for injuries to persons or property for design or construction failures arising out of Landlord's approval of any designs, site plans, plans, specifications or 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 premisesmatters. 4.3 At the expiration 5.3 Title to all improvements and all equipment, fixtures and machinery therein contained and all furniture and furnishings of Tenant therein erected, constructed, installed or termination of placed shall be and remain in Tenant during 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 LessorLease. 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 Upon the expiration or termination of this term Lease, title to all improvements and permanent fixtures then owned by Tenant situated on the leased premises shall automatically vest in Landlord and Tenant shall have no claim thereto. Provided however, Landlord may give Tenant written notice of Landlord's disclaimer of said improvements within thirty (30) days of the expiration of termination of this lease Lease in which event Tenant shall be deemed have sixty (60) days from said expiration or termination in which to have been abandoned remove all such improvements and fixtures from the leased premises and restore same to even ground level. Upon expiration or termination of this Lease, Tenant shall become the property promptly remove all items of Lessor to be disposed of as Lessor deems expedientpersonal property, with all costs of cleanup machinery and disposal of goods abandoned at equipment from the leased premises to the extent such removal does not cause damage to the Approved Business, Tenant, at its sole cost and expense, shall promptly repair any damage caused by such removal. If Tenant fails to remove such items of personal property within thirty (30) days following the expiration or termination of this Lease, title to such items of personal property shall vest in Landlord and Tenant shall have no further claim thereto. 5.4 Tenant shall have the right, from time to time, to make additions, alterations and changes in or to the Approved Business, provided Tenant is not then in default of the Lease and Tenant fully complies with all of the following provisions: (a) No structural alterations of the Approved Business or signage shall be paid by ▇▇▇▇▇▇. Lessee commenced except after receipt of Landlord's written approval thereof, which shall not permit be unreasonably withheld or delayed; (b) Without the consent of Landlord (not to be unreasonably withheld or delayed), no alterations of any mechanic's kind shall be made which would (i) impair the structural soundness of the Approved Business, (ii) decrease the gross area of the building, except as may be required by governmental regulations, or materialmen's (iii) modify the function as an operation of the Approved Business; (c) No alterations shall be undertaken until Tenant shall have procured and paid for all required permits and authorizations of all governmental authorities having jurisdiction; provided, however, if the general contractor performing such work shall use union employees on the job, then the general contractor shall be subject to the approval of Landlord; (d) No alterations in excess of $25,000 shall be made except in substantial accordance with detailed plans and specifications prepared by Tenant and approved in writing by Landlord which consent shall not be unreasonably withheld or delayed; (e) Any alterations shall be made within a reasonable time (delay by force majeure as provided in Section 4 excepted) in a good and workmanlike manner, and in compliance with all applicable permits, authorizations, building codes, and all other applicable laws, ordinances, rules and regulations of any governmental authority having jurisdiction; (f) If any involuntary liens for labor and materials supplied or claimed to have been supplied to the premises shall be filed, Tenant shall promptly pay or bond such liens to stand against Landlord's reasonable satisfaction or otherwise obtain the release and discharge thereof within thirty (30) days from the filing of same; (g) As to those portions requiring Landlord's approval, Tenant shall obtain and maintain in existence such insurance as Landlord may reasonably require with regard to the alterations; and 5.5 Tenant acknowledges and agrees that utility lines including water, sewer, gas and electric and phone service have been provided to a boundary line of the leased premises. Landlord makes no warranty express or implied as to the adequacy or suitability of said utility lines for use by Tenant in the operation of Tenant's business. In the event Tenant determines that said utility lines are not adequate or suitable for use in the operation of Tenant's business, Tenant at its sole cost and expense and with Landlord's prior consent shall pay for any and all improvements or upgrades to such lines. In no event shall any work to improve or upgrade such lines unreasonably interrupt or interfere with any other tenants' operations in the Shopping Center. 5.6 The improvements referred to in Paragraph 5.1 above shall not be deemed to include any machinery, equipment, trade fixtures, sign faces and cabinets, furniture, furnishings, decorations, restaurant equipment, shelving, showcases, mirrors, pictures, art objects, antique items, decorative light fixtures, mantles, and stained glass windows, cameras, VCRs, infrared alarms, ATM machine. ATM facility, teller pedistals, undercounter storage units, vaults, alarm boxes, safe deposit drawers, night deposit drawers or other similar items of personalty which may be installed, located or placed in the building by Tenant (whether "attached" to the building or not), and such items may be removed by Tenant from time to time in Tenant's sole discretion during this Lease and for a period of thirty (30) days after termination of this Lease, provided however. Tenant shall repair all damages to the premises resulting from or caused by the removal of such items and any such repairs shall insure that the premises is left in a weather tight condition. Tenant may finance or refinance all or any part of its machinery, equipment, trade fixtures, signs, and other items listed above and in connection therewith may grant security interests in and liens upon such items, provided that Tenant shall not grant or place any liens upon the realty comprising the leased premises or against Landlord's interests therein. Landlord hereby expressly waives any liens, constitutional, statutory or otherwise, which Landlord may have with respect to any such items, and Landlord will execute and deliver or cause to be executed and delivered such evidence of this waiver of lien as Tenant's equipment lender or lessor may request from time to time. 5.7 The parties hereto agree that this Lease is entirely contingent upon the Central School leased premises being suitable for the Approved Business Tenant intends to construct upon the leased premises. Consequently, notwithstanding anything to the contrary herein set forth, this Lease shall be null and Lessor may require appropriate assurances by way void and neither party shall be under any obligation or liability one to the other in the event the Tenant in its reasonable business judgment determines that for economic reasons the premises are not suitable for its Approved Business and/or that it cannot obtain all permits necessary to construct and operate its intended Approved Business, such permits and approvals specifically including, but not limited to, sign permits, access points, and building construction permits. Tenant shall submit for its building permit within forty-five (45) days after execution 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 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 In taking possession of the leased premisesAll improvements, ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in goodalterations, clean and tenable condition, subject only additions 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 Premises desired by Lessee shall be undertaken only upon advance approval of Lessor, Tenant shall be made under the supervisionat Tenant's expense, direction and control of Lessor's architect, shall be made in good and workmanlike manner according and in accordance with plans and specifications which have been previously approved in writing by Landlord. If the improvements, alterations, or additions are to be made by a contractor other than Landlord's, Landlord reserves 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 Lessorright to approve such contractor, which approval shall not be unreasonably be withheld, and to require adequate lien waivers, bonds, permits, licenses, and insurance. Lessee Tenant shall pay for all architecturalindemnify and hold Landlord harmless against any loss, engineering liability or damage resulting from such work by the Tenant. All improvements and other services and all costs incurred additions made by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premisesTenant attached to the Premises, including the workwithout limitation all partitions, if anycarpets, of ▇▇▇▇▇▇'s engineerlighting fixtures, architect doors, hardware, shelves, cabinets, safe, and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premisesceilings, 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 in the leased premises 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 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 Landlord at the expiration or earlier termination of this term Lease unless Landlord requests their removal in which event, Tenant shall remove the same and restore the Premises to its original condition at Tenant's expense. Tenant shall specifically have the right to remove modular systems that may be attached to walls or floors so long as Tenant repairs any damage to the walls or floors caused by installation or removal of this lease shall be deemed any such item. If by reason of any alteration, repair, labor performed or materials furnished to have been abandoned and shall become the property Premises for or on behalf of Lessor to be disposed of as Lessor deems expedientTenant, 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 other lien shall be filed, claimed, perfected or otherwise established against the leased premises Premises, Tenant shall discharge or against remove the Central School and Lessor may require appropriate assurances lien by way bonding or otherwise within fifteen (15) days after the same is filed. If Tenant fails to cause such lien or notice of lien to be discharged within such period, Landlord may, but shall not be obligated to, discharge the same either by paying the amount claimed to be due or by procuring the discharge of such lien by deposit, bond, deposit or other reasonable procedure to protect against such liens otherwise and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and Tenant shall reimburse Landlord for 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 annumupon demand.

Improvements. 4.1 In taking possession (a) At Tenant's expense, Landlord shall furnish and install substantially in accordance with the construction drawings and specifications approved by Tenant and Landlord, partitions, doors, lighting fixtures, acoustical ceiling, floor coverings, electrical outlets, telephone outlets, air conditioning, fire sprinklers, signage, wall finishes, and construction clean-up and other improvements required by Tenant which are normally performed by the construction trades, but excluding those items to be constructed by Landlord pursuant to Paragraph 1(b) below (collectively, the "Tenant Improvements"). Landlord shall cause to be prepared at Tenant's expense all architectural plans and specifications, and all structural, mechanical and electrical engineering plans and specifications (the "Plans") required for Tenant's occupancy. The preparation of the leased premisesPlans shall not include selection of non-building standard finishes, or any fixtures or furniture, or any other elements of interior design. (b) Landlord shall request competitive bids on the construction of the Tenant Improvements from Batson-Cook Company, Welch Tarkington, and Humphries and Company. La▇▇▇▇▇▇ 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 ▇▇▇ Tenant sha▇▇ ▇▇t▇▇▇▇▇ and its architect, and ▇▇▇▇e on w▇▇▇▇ ▇▇ ▇aid contractors shall be in keeping with selected to construct the historical character Tenant Improvements. Tenant hereby approves the following MEP subcontractors: (i) mechanical/plumbing - McKenneys and Maxair; and (ii) electrical - Penco and Allison Smith. The use of the building. All alterations and improvements performed on the leased premises by any other MEP contractors shall be subject ▇▇ ▇▇▇ ▇▇▇▇▇ approval of Tenant. (c) At Landlord's expense, Landlord shall or has provided the items identified on Schedule 1 attached hereto and made a part hereof (hereinafter referred to as "Landlord's Work"). (d) Landlord 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 the construction manager ("Construction Manager") in connection with ▇▇▇▇▇▇'s improvement or alteration the construction of the leased premisesTenant Improvements, and in such capacity shall provide the following services at no additional cost, expense or charge to Tenant: 1. Construction Manager shall (i) furnish to Tenant the benefit of Construction Manager's expertise, skill and experience in furthering the interests of Tenant in connection with the construction of the Tenant Improvements; (ii) use commercially reasonable efforts to cause the construction of the Tenant Improvements to occur in an expeditious and economical manner; and (iii) use commercially reasonable efforts to promote harmony and cooperation among the Tenant, Construction Manager, the general contractor and the architects of Landlord and Tenant in connection with the construction of the Tenant Improvements. 2. Construction Manager shall evaluate and make recommendations to, and meet with, Tenant and Tenant's architect with respect to (i) the Tenant Improvements and the Tenant's budget for such Tenant Improvements, including without limitation the workselection of materials, if anybuilding systems and equipment; (ii) the schedule for such Tenant Improvements, of ▇▇▇▇▇▇'s engineerincluding time requirements for procurement, architect installation and completion, long lead-time items and other agents connected therewith. Prior critical decisions and dates that Tenant must be and remain aware of and observe; (iii) factors related 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 effectsconstruction cost, including trade fixtures, machinerywithout limitation estimates of alternative designs and materials, and equipment, possible economies 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.so-called "value engineering"; and

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 (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 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 A) The 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 make any alterations or improvements to whatsoever upon 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 said Leased Premises without the lease premises. 4.3 At the expiration or termination prior written consent of the term Commission, such consent not be unreasonably withheld or delayed. Any alterations or improvements shall, at the end of this Lease Agreementthe Term, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be become the property of Lessor. Lessee shallthe Commission without payment being made therefore, provided, nevertheless, that the Commission, at its expenseoption, may, at the end of the Term require the Lessee to remove ▇▇▇▇▇▇'s goods any such alterations and effects, including trade fixtures, machinery, and equipment, and quit and deliver up put the leased premises to Lessor, peaceably and quietly Leased Premises in as good order and the same structural condition as same were in on at the original date commencement of occupancythis Lease, reasonable wear and tear excepted, and provided that the Lessee may remove his trade fixtures and equipment not affixed to the Leased Premises provided he can do so without damaging the Leased Premises. All such alterations improvements and interior renovations shall be carried out at the sole cost of the Lessee. B) At any time during the Term, the Lessee shall, subject to obtaining the prior written approval of the plans by the Commission and such other permits or approvals that may he required by applicable la’v, have the right to make, at its own expense, such alterations and improvements to the Leased Premises as the Lessee may deem advisable; provided that no such alteration or improvement shall reduce the value of the Leased Premises or impair the safety of the structural, mechanical and electrical systems servicing the Leased Premises. C) Before requesting the Commission’s approval, the Lessee shall submit, in duplicate, to the Commission detailed drawings, elevations, specifications (including materials to be used and colors), location, cost estimates and proposed construction schedule of the proposed alterations or improvements and evidence that construction of the alterations is economically feasible and that the Lessee has the required funds to complete the alterations or improvements. Any property left in alterations and improvements which are strictly interior or are minor changes to the leased premises at Leased Premises will not be subject to 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 ▇▇▇▇▇▇Commission’s approval. The Lessee shall deliver to the Commission copies of all tender documentation, construction documents and permit applications for any improvements or alterations on or before issuing the said documents. D) The Commission, its architects, agents and employees, may enter the Leased Premises at all reasonable times on reasonable notice during construction of all replacements, alterations, additions, changes, substitutions or improvements thereto for the purpose of inspection and ascertaining whether the work conforms with the approved drawings and plans and the stipulations contained in them and to protect the Commission’s interest. E) It is understood and agreed that, whenever in this Lease any plans and/or drawings are subject to the approval of the Commission, or the Commission has the right to inspect the Commission’s review and approval of such plans and/or drawings, any inspection is not permit for regulatory or technical purposes and is only to protect its interest as Commission. In addition, the Commission, in approving any mechanic's plans and/or drawings or materialmen's liens carrying out any inspections, is not making any representations, nor is the Commission undertaking any responsibility of an engineering, architectural or any nature whatsoever, in respect of the improvements contemplated thereby, the Lessee hereby assuming all such liability and risk. The Lessee hereby covenants to stand hold the Commission harmless in respect of all claims, demands, expenses, and costs made or advanced against the leased premises or against Commission having reviewed and approved any plans and/or any drawings and/or carried out any inspections, in respect of 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 contemplated thereby.

Improvements. 4.1 In taking possession Landlord shall disburse the Second Extension Tenant Improvement Allowance to Tenant at such time as Landlord determines that Tenant has satisfied the following requirements: (i) the Second Extension Tenant Improvements have been fully completed by Tenant (including, without limitation, obtaining a Certificate of Completion (AIA Form G704) certified by the general contractor and Tenant, and issuance of a final certificate of occupancy from the applicable governmental authority); (ii) Tenant shall provide written notice to Landlord at least thirty (30) days prior to the requested date of such disbursement; (iii) there shall have been no Default by Tenant under the Lease and there shall have been no mechanic’s lien recorded or asserted against Tenant or the Demised Premises with respect to the Second Extension Tenant Improvements; (iv) Tenant shall have furnished to Landlord mechanic’s lien waivers from the contractors, subcontractors and suppliers as to the payment, work and supplies related to the Second Extension Tenant Improvements, in form and substance satisfactory to Landlord; and (v) Tenant has delivered to Landlord a set of field record drawings and specifications reflecting as-built conditions. Tenant shall not be entitled to any refund, credit or reduction in Basic Rent or other compensation in the event the cost of the leased premises, ▇▇▇▇▇▇ acknowledges that same were on Second Extension Tenant Improvements are less than the date of occupancy in good, clean and tenable condition, subject only Second Extension Tenant Improvement Allowance or Tenant fails to qualify to use 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 Agreemententire Second Extension Tenant Improvement Allowance hereunder. 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 Tenant shall pay for all architectural, engineering and other utility services and all costs incurred by Lessor in connection with for the Demised Premises during Tenant’s construction of the Second Extension Tenant Improvements. ▇▇▇▇▇▇'s improvement or alteration ’s request for disbursement of the leased premisesSecond Extension Tenant Improvement Allowance must be provided to Landlord with all work complete and all other conditions for such disbursement satisfied prior to January 1, including 2028, and any undisbursed portion, less any pending requests, shall be forfeited without payment, refund, credit or reduction. At Landlord’s request (from time to time), Tenant shall provide to Landlord during construction of the Second Extension Tenant Improvements the costs of the Second Extension Tenant Improvements incurred by Tenant as of the date of such request. Upon substantial completion of the Second Extension Tenant Improvements and if applicable to the scope of work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee Tenant shall obtain and deliver to Lessor Landlord a valid waiver and release Certificate of mechanic's liens by each party who will furnish laborCompletion (AIA Form G704) (as provided above), materials or services to the lease premises. 4.3 At the expiration or termination together with a written statement of the term total costs of this Lease Agreementthe Second Extension Tenant Improvements (including any tenant improvement allowance paid by Landlord), all improvements each certified to Landlord by the general contractor and alterations made Tenant. To the extent the Second Extension Tenant Improvements consist of only painting and carpeting, Tenant shall not be required to the leased premises by Lessee shall remain comply with the leased premises and shall be the property requirements of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and clause (v) in this Section or deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date Landlord a Certificate 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 Completion (8%AIA Form G704), or such greater amount as shall then be permitted by law, per annum.

Improvements. 4.1 In taking possession of Landlord shall deliver the leased premisesPremises to Tenant in its “as-is” condition without (A) any obligation on Landlord’s part to undertake or, ▇▇▇▇▇▇ acknowledges that same were on except for the date of occupancy Improvement Allowance (as defined in good, clean and tenable condition, subject only the Work Agreement (hereinafter defined)) to be provided by Landlord pursuant to the repairs Work Agreement, pay for, any improvements 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 therein; or (B) except as otherwise indicated expressly set forth herein, any representations or warranties regarding the condition thereof. Tenant shall, at Tenant’s sole cost and expense, subject to the application of the Improvement Allowance, 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 substantial accordance with the terms and conditions of 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 submissions to Landlord of plans and specifications detailing such work shall be subject to Landlord’s written approval in accordance with the obligation Work Agreement. The Tenant Improvements shall be subject to Landlord’s prior written approval, shall comply with all applicable building codes, laws and regulations (including, without limitation, the Americans with Disabilities Act, as amended (the “ADA”)), shall not require any changes to or modifications of Lessor under this Lease 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, 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 sole cost and expense, subject to the application of the Improvement Allowance pursuant to the terms and conditions of the Work Agreement. Landlord shall disburse the Improvement Allowance as provided in the 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 in good and workmanlike manner according costs incurred with respect to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be Tenant Improvements in keeping with the historical character excess of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ Improvement Allowance 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 ▇▇▇▇▇▇Tenant as provided in the Work Agreement. Lessee Any portion of the Improvement Allowance not expended by Tenant in undertaking the Tenant Improvements within nine (9) months after the Effective Date 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 be retained 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, ▇▇▇▇▇▇ 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 of the leased premisesThe Tenant must not, ▇▇▇▇▇▇ acknowledges that same were and must not permit any other person to, construct any improvements on the date of occupancy in goodLand without the Landlord’s prior written consent. In seeking the Landlord’s consent, clean the Tenant must submit any plans and tenable condition, subject only to specifications for 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 proposed improvements to the leased premises except as otherwise indicated Landlord for approval. If the Landlord initially declines to grant consent, the Tenant may re-submit revised plans and specifications for the Landlord's consideration. The Landlord may give consent subject to the Tenant satisfying the following requirements: in carrying out any improvements, the Tenant must comply with all reasonable directions of the Landlord in accordance with the consent given by the Landlord; any improvements must be the obligation of Lessor under this Lease Agreement. All such improvements completed promptly 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 continuously in good a proper and workmanlike manner according to manner, in accordance with all Laws and Requirements and the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character terms of the building. All alterations and improvements performed consent given by the Landlord; the Tenant must pay 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 demand all architectural, engineering and other services and all costs Costs incurred by Lessor the Landlord in connection with ▇▇▇▇▇▇'s improvement considering, inspecting or alteration of supervising the leased premisesimprovements, including the workfees of consultants reasonably engaged by the Landlord; the Tenant must obtain and keep current and comply with the terms of any approvals or permits from Authorities which are required to enable any improvements to be lawfully effected, and must on request by the Landlord produce for inspection copies of all such approvals and permits; within 30 days of completion of the improvements, the Tenant must produce to the Landlord, copies of any unconditional certificates of compliance or satisfactory completion issued by relevant Authorities and a certificate by a consultant approved by the Landlord that the improvements have been carried out in accordance with the plans and specifications approved by the Landlord; and the improvements must be completed within the time period (if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith) reasonably specified by the Landlord. Prior The Tenant acknowledges that: until the Lease comes 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 Agreementan end, all improvements and alterations made to constructed 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 Tenant on the original date of occupancy, reasonable wear Premises will be owned and tear excepted. Any property left in maintained and may be depreciated by the leased premises Tenant; and at the expiration or termination end of this term of this lease shall Lease, all improvements financed and constructed on the Premises by the Tenant will be deemed to have been abandoned and shall become owned by 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 annumLandlord.

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 All standard or special Tenant improvements which are affixed to the repairs or improvements which Lessor has agreed to make Premises, including but not limited to, any paid for by Landlord, shall 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 times be the property of Landlord. Notwithstanding anything in this Lease to the leased premises contrary, however, Tenant improvements such as telephone and computer equipment (except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements for lines and alterations made by Lessee shall be undertaken only upon advance approval of Lessorinternal Building wiring) and modular walls and partitions, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according whether or not affixed to the termsPremises, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with will remain the historical character property of Tenant. Upon 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 Expiration Date 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 sooner termination of the term of this Lease AgreementTerm, all improvements and alterations made additions to the leased premises Premises made by Lessee Tenant shall remain with the leased premises and shall be become the property of Lessor. Lessee shallLandlord, at its expense, except Tenant may remove ▇▇▇▇▇▇Tenant's goods and effects, including trade fixtures, machineryoffice supplies and movable office furniture and equipment not attached to Building 2 provided: (a) such removal is made prior to the Expiration Date or sooner termination of the Lease Term, (b) no Event of Default (as defined in Section 24 of this Lease) exists at the time of such removal, and equipment(c) Tenant immediately repairs all damage caused by or resulting from such removal. All other property in the Premises and any alterations or additions thereto (including, without limitation, wall-to-wall carpeting, paneling, wall covering or lighting fixtures and apparatus) and any other article affixed to the floor, wall or ceiling of the Premises shall become the property of Landlord and shall remain upon and be surrendered with the Premises, Tenant hereby waiving all rights to any payment or compensation therefor. If, however, Landlord so requests in writing, Tenant will, prior to the Expiration Date or sooner termination of the Lease Term, remove such alterations, additions, fixtures, equipment and property placed or installed by Tenant in the Premises as requested by Landlord, and quit and deliver up will immediately repair any damage caused by or resulting from such removal to the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on of the original date of occupancyPremises prevailing upon the Commencement Date, reasonable wear and tear excepted. Any If Tenant shall fail to remove any of Tenant's property left in of any nature whatsoever from the leased premises Premises on the Expiration Date, sooner termination of the Lease Term or when Landlord has the right of re-entry, Landlord may, at Landlord's option, remove and store said property without liability for loss thereof or damage thereto, such storage to be for the account and at the expiration expense of Tenant. If Tenant shall not pay the cost of storing any such property after it has been stored for a period of thirty (30) days or termination more, Landlord may, at Landlord's option, sell, or permit to be sold, any or all of this term of this lease shall be deemed such property at public or private sale (and Landlord may become a purchaser at such sale), in such manner and at such times and places as Landlord in Landlord's sole discretion may deem proper, without notice to have been abandoned Tenant, and shall become apply the property proceeds of Lessor such sale; first, to be disposed the cost and expenses of as Lessor deems expedientsuch sale, with all including reasonable attorneys' fees actually incurred; second, to the payment of the costs or charges for storing any such property; third, to the payment of cleanup and disposal any other sums 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 money which 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 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 to the Subleased Premises, except in accordance with the Master Lease, and with the prior written consent of both Master Lessor and Sublessor. Sublessor’s consent shall not be unreasonably withheld, conditioned or delayed, but the consent of Sublessor may be withheld if Master Lessor’s consent is not obtained (to the extent Master Lessor’s consent is required under the supervisionMaster Lease). Notwithstanding the foregoing, 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 neither Master ▇▇▇▇▇▇'s improvement or alteration ’s nor Sublessor’s consent shall be required with respect to any “Minor Alterations” pursuant to Section 8A of the leased premisesMaster Lease incorporated herein. As described below, Sublessor shall provide Sublessee an Allowance (“Sublease Work Allowance”) of up to [***] per rentable square foot as to each building in the Subleased Premises, constituting $[***] in the aggregate (consisting of $[***] per rentable square foot as to each building in the Subleased Premises from Sublessor ( “Sublessor’s Portion”) and $[***] per rentable square foot as to each building in the Subleased Premises from Master Lessor (“Master Lessor’s Portion”)). Master Lessor’s Portion, if used, may be used only for costs of construction, space planning, design, architectural fees, engineering costs, relevant consultants, including project/construction management fees, permits and any other costs for improvements in the work, if any, of Subleased Premises (the “Sublessee Improvements”) as listed as Work Allowance Costs in the Master Lease. Master ▇▇▇▇▇▇'s engineer’s Portion may be used for reimbursement of such costs whether such costs are paid by Sublessee out of its own funds or paid by Sublessee using Sublessor’s Portion, architect or a combination thereof. Sublessor shall disburse to Sublessee Sublessor’s Portion consisting of $[***] per rentable square foot of each building in the Subleased Premises (for a total of $[***]), in a lump sum payment on January 1, 2026. If Sublessor fails to disburse Sublessor’s Portion in accordance with the terms and other agents connected therewith. Prior conditions of this Sublease on or before January 15, 2026, such amounts owed shall bear interest at a rate of 10% per annum from the date Sublessor was required to undertaking pay such amount until paid by Sublessor or Sublessee has offset such amount against Base Rent under the Sublease and Sublessee shall have the right to offset any alterations or improvements to such amount owed by Sublessor against Base Rent in accordance with the leased premises, Lessee shall obtain terms and deliver to Lessor a valid waiver and release conditions set forth in the last paragraph 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 Section 15A of the term of this Lease AgreementMaster Lease, all improvements and alterations made except references to the leased premises by Lessee shall remain with the leased premises and $[***] therein shall be to $[***]. Sublessor shall not be required to pay to Sublessee Sublessor’s Portion during any period when Sublessee is in default under this Sublease beyond any applicable notice and cure period (i.e., such payments shall be temporarily tolled until Sublessee cures any such defaults). Sublessee may use Sublessor’s Portion for any purpose at Sublessee’s discretion (including, without limitation, for payment of costs of the property of LessorSublessee Improvements, furniture, fixtures and equipment, etc.), or for no purpose and keep the same in its entirety. Lessee shallHowever, at its expense, remove Sublessee must follow the reimbursement procedures outlined in the Master Lease to be eligible to receive Master ▇▇▇▇▇▇'s goods and effects’s Portion. Notwithstanding anything to the contrary herein, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises Sublessor’s sole obligations with respect 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 Master ▇▇▇▇▇▇’s Portion are to forward Sublessee's disbursement requests to Master Lessor, forward Master ▇▇▇▇▇▇’s disbursements to Sublessee and perform its obligations under Paragraph 19(A)(iv) below, and Sublessor shall have no liability to Sublessee and no obligation to fund Master Lessor’s Portion if Master Lessor fails to fully disburse Master Lessor’s Portion. Lessee Sublessor shall, however, upon request by Sublessee, use Sublessor’s commercially reasonable efforts, without requiring Sublessor to engage in litigation, to compel Master Lessor to make such disbursements (including interest as set forth in Section 6E of the Master Lease) including, without limitation, exercising Sublessor’s offset rights under Section 6E of the Master Lease, in which event Sublessee shall have a corresponding right to offset Base Rent under this Sublease in the amounts offset by Sublessor under the Master Lease. Notwithstanding the foregoing or anything to the contrary herein, including the terms of Paragraphs 7 and 19A(vi), if Master Lessor disputes any right by Sublessor to offset rent under the Master Lease, Sublessee’s right to correspondingly offset rent under this Sublease shall be void until such time as such dispute is resolved in Sublessor’s favor, provided Sublessor is using commercially reasonable efforts (including, if necessary, engaging in litigation) to resolve such dispute. Sublessee shall not permit be required to reimburse Sublessor for any mechanic's of Sublessor’s third party costs in reviewing the Sublessee Improvements. Sublessee may use its preferred architect to prepare plans for the Sublessee Improvements, subject to Master ▇▇▇▇▇▇’s consent (but Sublessor’s consent thereto shall not be required). Sublessee shall contract directly with its architect to provide a test fit and budget plan for the Sublessee Improvements. If not paid by Sublessor prior to the execution of this Sublease, within thirty (30) days of Sublessee’s submission of an invoice for such work, Sublessor shall pay such architect up to $[***] per rentable square foot of the portion of the interior of the Subleased Premises included in such plans (or materialmen's liens if already paid by Sublessee, Sublessor shall reimburse Sublessee for such amount). Sublessee shall provide all completed architectural work paid for by Sublessor to stand against Sublessor. Sublessor represents and warrants that following reimbursement under 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 Master Lease out of Lessee's acts the “Work Allowance” thereunder with respect to all of Sublessor’s Work, the “Tenant Improvements”, and all other Alterations constructed by Sublessor, the remaining Work Allowance under the Master Lease shall consist of no less than $[***] per rentable square foot as to each building in the Subleased Premises such that the full Master Lessor’s Portion will be available to Sublessee 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 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 acknowledges and agrees that (a) the Newly Added Space is in the condition described on Attachment 1 to the Work Letter Agreement attached to the Original Lease as Exhibit “C” and all Base Building work (as defined in Paragraph 1 of the leased premisesWork Letter Agreement) with respect to the Newly Added Space has been completed, ▇▇▇▇▇▇ acknowledges that same were (b) the Newly Added Space has been or will be accepted by Tenant in its “AS IS” condition on the date of occupancy applicable Commencement Date therefor as described in goodParagraph 2 above, clean without any obligation on Landlord’s part to construct, or provide an improvement allowance or otherwise pay for, any tenant improvements or alterations for the Newly Added Space, except for the Leasehold Improvement Allowance to be provided by Landlord as described in Paragraph 7(d)(ii) below, and tenable condition(c) Tenant shall, 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 (subject to Landlord’s contribution of such Leasehold Improvement Allowance) be solely responsible for constructing all alterations and improvements for the Newly Added Space in accordance with the applicable terms and conditions of the Work Letter Agreement attached to the leased premises except Original Lease as otherwise indicated Exhibit “C” with the following modifications: (i) Tenant shall be required to deliver to Landlord for Landlord’s approval the Tenant’s Design Development Drawings for the Newly Added Space prior to the date Tenant commences construction of the Aggregate Improvements for the Newly Added Space, and Landlord will have three (3) days after receipt of the Design Development Drawings to approve them or advise Tenant of Landlord’s reasonable revisions therefor pursuant to the procedures set forth in Section 2.1 of Exhibit “C” of the Original Lease; (ii) the Leasehold Improvement Allowance to be provided by Landlord for the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee Newly Added Space shall be undertaken only upon advance approval equal to $15.00 per rentable square foot within the Newly Added Space; and (iii) Sections 5.2 and 5.4 of Lessor, Exhibit “C” of the Original Lease shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according not apply with respect to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with construction of such Aggregate Improvements for 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 premisesNewly Added Space. 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 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 (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 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 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 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 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 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 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 ALTERATIONS. Improvements to the repairs Premises shall be installed at the expense of Tenant only in accordance with plans and specifications which have been previously submitted to and approved in writing by Landlord. After the initial Tenant improvements are made, no alterations or physical additions in or to the Premises may be made without Landlord's prior written consent. Tenant shall not paint or install lighting or decorations, signs, window or door lettering, or advertising media of any type on or about the Premises without the prior written consent of Landlord. All alterations, additions, or improvements which Lessor has agreed to make at Lessor's expense (whether temporary or permanent in character, and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense including without limitation all alterations air-conditioning equipment and improvements all other equipment that is in any manner connected to the leased premises except as otherwise indicated to be Building's plumbing system) made in or upon the obligation of Lessor under this Lease Agreement. All such improvements and alterations made Premises, either by Lessee shall be undertaken only upon advance approval of LessorLandlord or Tenant, shall be made under Landlord's property at the supervision, direction and control end of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, Term and shall be in keeping with the historical character of the building. All alterations and improvements performed remain on the leased premises without compensation to Tenant. Approval by ▇▇▇▇▇▇ shall be performed by competent contractors Landlord of any of Tenant's drawings and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering plans and other services and all costs incurred by Lessor specifications prepared in connection with ▇▇▇▇▇▇'s improvement any improvements in the Premises shall not constitute a representation or alteration warranty of Landlord as to the adequacy or sufficiency of such drawings, plans and specifications, or the improvements to which they relate, for any use, purpose, or condition, but such approval shall merely be the consent of Landlord as required hereunder. Notwithstanding anything in this Lease to the contrary, Tenant shall be responsible for the cost of all work within the Premises required to comply with the retrofit requirements of the leased premisesAmericans with Disabilities Act of 1990, and all rules, regulations, and guidelines promulgated thereunder, as the same may be amended from time to time (the "ADA"), necessitated by any installations, additions, or alterations made in or to the Premises at the request of or by Tenant or by Tenant's use of the Premises (other than retrofit work whose cost has been particularly identified as being payable by Landlord in an instrument signed by Landlord and Tenant), and Landlord shall be responsible for the cost of all work required to comply with the ADA in connection with other areas of the Building. Notwithstanding the foregoing, all moveable partitions, cubical furniture and de-mountable wall systems are to be considered personal property of the Tenant (similar to furniture) and may be erected, moved, re-configured and removed, including minor electrical connections, without consent from Landlord provided that the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior Building is returned to undertaking any alterations its original 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 premisesotherwise satisfactory condition after such removal. 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. 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 In taking possession A. Tenant shall not place or construct any improvements, structures, alterations, modifications, signs or additions (collectively, “Improvements”) in, to, or upon the Premises without the prior written approval of the leased premisesCommission. B. Tenant shall obtain the Commission’s prior written approval of Improvements in accordance with the Tenant’s Alteration Process (as such process may be amended by the Commission from time to time, ▇▇▇▇▇▇ acknowledges that same were on “TAA Process”). Tenant shall submit with any request for the date Commission’s TAA Process approval such preliminary engineering, architectural plans and other information as required by the TAA Process. Tenant shall furnish copies of occupancy in goodall such engineering, clean architectural plans and tenable condition, subject only other applicable information to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached heretoMassachusetts Department of Transportation, Aeronautics Division (“MassDOT”), and, if there are anyso directed by the Commission, to the Federal Aviation Administration (“FAA”). The Commission’s approvals of the Improvements may be withheld, granted or conditioned upon factors which the Commission determines has or may have an impact upon the Commission, the Airport, its procedure or its efficient operation. The Commission shall not consent to any improvements, alterations, additions, remodeling, rebuilding, relocation or demolition that would result in the Commission or Tenant violating any of their respective obligations to the FAA or MassDOT, or that would be incompatible with existing and planned aeronautical uses of the Airport. 4.2 Lessee agrees to make C. Upon completion of any Improvements, Tenant, at its own expense all alterations cost, shall make or have made as-built plans of such Improvements and improvements submit said plans to the leased premises except as otherwise indicated to be Commission within thirty (30) days of Tenant’s completion of such Improvements. D. If Tenant does not obtain 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 LessorImprovements from the Commission, shall be made under or, if Tenant does not comply with the supervisionprovisions and conditions of said approval, direction or does not submit as- built plans as required herein, the Commission may, upon reasonable prior notice, enter the Premises and control restore the condition of Lessor's architectthe Premises, shall be made in good and workmanlike manner according to complete the termsImprovements as approved by the TAA Process and/or have as-built plans made, conditions and requirements set by ▇▇▇▇▇▇ and its architectas appropriate, and Tenant shall be in keeping with reimburse 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 Commission 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 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 premisesso doing plus an additional 15% thereof as an administrative surcharge. 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 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 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 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 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 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 of The Landlord shall at its sole expense, improve 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 Premises as set forth on in Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and “B” (“Landlord’s Work”). Any improvements to the leased premises except as otherwise indicated to Premises other than those set forth in Exhibit “B” shall be constructed by the obligation Tenant at the sole cost and expense of Lessor under the Tenant (“Tenant’s Work”). Within twenty days from the date this Lease Agreementis execute by Landlord and Tenant and before any of Tenant’s work is started, Tenant shall submit for Landlord’s approval detailed plans and specifications for all Tenant’s work, which must include the extent such work will require mechanical or electrical installations which will be connected to utilities furnished by Landlord or will affect the exterior appearance of the Premises or its structural, mechanical, or electrical components. Tenant shall fully equip the Premises with all trade equipment, lighting fixtures, furniture, operating equipment, furnishings, fixtures, floor coverings and exterior signs and any other equipment necessary for the operation of Tenant’s business. All such improvements and alterations made fixtures installed by Lessee Tenant shall be undertaken only upon advance approval new or completely reconditioned to the satisfaction of Lessorlandlord. Should Tenant install a cooling tower or other air-conditioning equipment on the roof of the Premises, Tenant shall be made under assume primary responsibility for the supervisionmaintenance and repair of the roof and such installation, direction operation and control of Lessor's architect, maintenance shall be made in good and workmanlike such manner according that the right of Landlord under any roofing bond then in force shall not be affected. All improvements, additions or fixtures (other than trade fixtures not permanently affixed to the termsrealty) that may be made or installed on the Premises by either party (including floor coverings cemented or otherwise affixed to the floor) shall be the property of the Landlord. Tenant shall not make any structural alteration in or additions to the Premises. If alterations become necessary because of the application of laws or ordinances or of the directions, conditions rules or regulations of any regulatory body to the business carried on by the Tenant or because of any act of default on the part of the Tenant or because Tenant has overloaded any electrical or other facility, Tenant shall make any required alterations whether structural or non-structural at its own cost and requirements set expense after first obtaining Landlord’s written approval of plans and specifications and Tenants furnishing to Landlord such indemnification against liens, costs, damages and expenses as Landlord may reasonably require. All improvements shall be in accordance with all Federal, State and Local regulations and codes and will not commence prior to obtaining all applicable permits. Tenant shall not place or suffer to be placed or maintained on any exterior door, roof, wall or window of the Complex or Premises including the storefront or any other part of the Premises visible from any part of the common area any sign, awning, or canopy, or advertising matter or other thing of any kind, and will not place or maintain any decoration, lettering or advertising matter on the glass of any window or door of the Premises without first obtaining Landlord’s written approval and consent. Tenant further agrees to maintain such sign, awning, canopy, decoration, lettering, advertising matter or other thing as may be approved by ▇▇▇▇▇▇ Landlord in good condition and its architectrepair at all times and to remove the same at the end of the term if requested by Landlord to do so. Upon removal thereof Tenant agrees to repair any damage to the Premises caused by such installation. Landlord shall have at all times a valid lien for all Rent, Additional Rent and other sums of money becoming due hereunder from the Tenant upon all goods, wares, equipment, fixtures, furniture and other personal property of Tenant situated on the Premises without liability for trespass or conversion, and shall be in keeping have the right to sell the same with or without notice at public or private sale, with or without having such property at the sale at which Landlord or its assignees may purchase, and apply the proceeds thereof, less any and all expense connected with the historical character taking of possession and sale of the building. All alterations property, and improvements performed on the leased premises as a credit against any sums due by ▇▇▇▇▇▇ Tenant to Landlord any surplus shall be performed paid to Tenant, and Tenant agrees to pay any deficiency forthwith. Alternatively, the lien hereby granted may be foreclosed in the manner and form provided by competent contractors and subcontractors approved law or in any other form provided by Lessor, which approval shall not unreasonably be withheldlaw. Lessee shall pay for all architectural, engineering Tenant agrees to execute such financing statements and other services and all costs incurred documents as may be required by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration the Commercial Code of the leased premisesstate in which the Premises are located in order to preserve the priority of the lien created. The statutory lien for rent is not hereby waiver, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect express contractual lien herein granted being in addition and other agents connected therewithsupplementary thereto. 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 expiration or termination of the term of this Lease AgreementTenant agrees to promptly remove its personal property, all improvements trade fixtures and alterations made signs and upon Tenant’s failure to do so, 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 said fixtures, machinery, signs 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 by Tenant and shall become the property of Lessor the Landlord. The Landlord shall not be liable for trespass, conversion or negligence by reason of its acts or acts of anyone claiming under it or by reason of the negligence of any person with respect to be disposed the acquisition and/or disposition of as Lessor deems expedientsuch property. Tenant agrees that it will repair any damage done to the Premises by the installation and/or removal of its trade fixtures and signs, with all costs and upon failure of cleanup and disposal of goods abandoned Tenant to do so promptly at the leased premises end of the term Tenant agrees to be paid pay Landlord any cost incurred by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's Landlord in making such repairs 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 affecting 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 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 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 or Subtenant may, in compliance with all applicable laws, ordinances and regulations, develop the Premises, and may erect 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 but shall be deemed leased back to Tenant under this Lease. If Tenant or Subtenant now or hereafter physically attaches any fixtures, clean and tenable condition, subject only equipment or other items to the repairs Premises, such items may be removed from the Premises at any time prior to 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 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 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 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 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 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 1. Lessee covenants and agrees to construct improvements on the Premises in accordance with the Lessor’s Minimum Standards Document. 2. Lessor will cause to be filed with the FAA a Form 7460-1 Notice of Proposed Construction or Alteration and use best efforts to obtain FAA approval for construction of any improvements consistent with the leased premisesterms of this agreement. 3. Lessor and Lessee agree that the leasehold improvements constructed and/or installed pursuant to this provision shall become the property of Lessor upon termination or expiration of this Agreement. 4. Any work Lessee desires to do in the Premises ("Lessee's Work") shall be done in conformity with plans and specifications prepared by Lessee in accordance with this Article V. Lessee shall not commence any such work until Lessor shall have approved said plans and specifications. All of Lessee's Work shall be done in accordance with this Article V and the plans and specifications approved by Lessor. 5. Lessee's Work shall be performed and all facilities, equipment and fixtures shall be installed in conformity with all legal requirements. Lessee shall hold Lessor harmless from any penalty, damage or injury of whatever kind arising out of a failure of ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in good, clean and tenable condition, subject only ▇'s Work so to the repairs or improvements which conform. The submission to 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 of plans and specifications shall be undertaken only upon advance constitute a warranty by the Lessee that the work provided for therein is in conformity with all legal requirements and this Article V. No approval by Lessor of Lessor, such plans and/or specifications shall be made under the supervision, direction and control constitute in any manner a waiver by Lessor of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set rights under these warranties. 6. Unless otherwise agreed by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ in writing and subject to the provisions of Article V Section A.7. below, Lessee, at its architectexpense, shall construct, furnish or install all improvements, equipment or fixtures within the Premises that are necessary for Lessee’s occupancy and use of the Premises (hereinafter referred to as "Lessee's Work"). ▇▇▇▇▇▇'s Work shall be in keeping conformity with the historical character of the buildingplans submitted to and approved by Lessor. All alterations Lessee shall cause all plans, drawings and improvements performed on the leased premises specifications for ▇▇▇▇▇▇'s Work, whether preliminary or final, to be prepared by a licensed architect and, where appropriate, mechanical, electrical and structural engineers. 7. (a) Prior to commencing any improvements, ▇▇▇▇▇▇ shall be performed by competent contractors prepare and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay submit to Lessor for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration Approval (as hereinafter defined), as to design two (2) sets of fully dimensioned to scale preliminary drawings of the leased premises, including the work, if any, of Premises and ▇▇▇▇▇▇'s engineerproposed work therein. As used herein, architect "Lessor Approval" or any approval right of Lessor hereunder with respect to Lessee's Work shall mean the approval by Lessor of the design intent of any submitted drawings with respect to Lessor's overall project requirements, provided, however, that no approval by Lessor shall be deemed an affirmation that such drawings or improvements constructed in accordance therewith are in compliance with all applicable building code and other agents connected therewith. Prior to undertaking applicable ordinances and regulations, nor shall any alterations or improvements to the leased premises, such approval by Lessor relieve 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 shallfrom its obligations, at its expense, remove ▇▇▇▇▇▇'s goods sole cost and effectsexpense, including trade fixtures, machinery, to make any architectural and equipment, and quit and deliver up the leased premises construction changes 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 such drawings or termination of this term of this lease shall be deemed improvements necessary to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, comply with all costs of cleanup applicable governmental ordinances 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 annumregulations.

Improvements. 4.1 In taking possession Subject to delays due to governmental regulation, unusual scarcity of or inability to obtain labor or materials, labor difficulties, casualty or other causes reasonably beyond Lessor's control (collectively "Lessor's Force Majeure") or attributable to Lessee's action or inaction (including, without limitation, the activities of Lessee prior to the Commencement Date permitted by Rider Paragraph 1), Lessor shall use reasonable speed and diligence in the construction of the leased premiseswork for and respecting the Premises described in Exhibit F attached hereto ("Lessor's Work"), ▇▇▇▇▇▇ acknowledges that same were but Lessee shall have no claim against Lessor for Lessor's failure so to complete Lessor's Work, except for the right to terminate this Lease, without further liability to either party, in accordance with the provisions of Rider Paragraph 7(B). The Premises shall be treated as having been "Substantially Complete" on the date on which Lessor's Work has been completed except for items of work and adjustment of equipment and fixtures which can be completed after occupancy has been taken without causing substantial interference with Lessee's use of the Premises (i.e. so-called "punch list items"). Lessor shall complete as soon as conditions practically permit all punch list items and Lessee shall cooperate with Lessor in goodproviding access as may be required to complete such work in a normal manner. Lessee agrees that no delay by it, clean and tenable conditionor anyone employed by it, subject only in performing work to prepare the Premises for occupancy (including, without limitation, the activities of Lessee prior to the repairs Commencement Date permitted by Rider Paragraph 1) shall delay commencement of the Term 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 to pay rent, regardless of Lessor under this Lease Agreementthe reason for such delay or whether or not it is within the control of Lessee or any such employee. All No such improvements and alterations made delay caused 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 or anyone employed 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 it shall be deemed to have been abandoned occurred unless and shall become until Lessor has given written notice to Lessee specifying the property of action or inaction which 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 ▇▇▇▇▇▇contends constitutes such a delay. Lessee shall If such action or inaction is 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 cured within one (1) business day after Lessee's acts hereunderreceipt of such notice, pay then a Lessee delay, as set forth in such notice, shall be deemed to have occurred commencing as of the date Lessee received such notice and discharge same and continuing for the number of days the Substantial Completion of the Premises was in fact delayed as a direct result of such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), action or such greater amount as shall then be permitted by law, per annuminaction.

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 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 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 Lessor. 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 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 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 Lessor 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 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 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 owned by Lessee during the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to Term. At the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character conclusion 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 shall not unreasonably be withheld. or upon any earlier termination of this Lease however occurring, Lessee shall pay for all architectural, engineering surrender the Premises 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, 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 as 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 said date said improvements shall become part of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises real property 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 belong solely 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 3.1 Attached hereto and incorporated herein as Exhibit “C” are outline specifications setting forth: (a) Improvements to the demised premises to be furnished and/or installed by Landlord (hereinafter called “Landlord’s work” and sometimes “Landlords original work”). (b) Improvements to the demised premises to be furnished and/or installed by Tenant ‘hereinafter called “Tenant’s work” and sometimes “Tenant’s original work”). 3.2 Landlord shall deliver possession of the leased premises, ▇▇▇▇▇▇ acknowledges that same were demised premises to Tenant on the date Delivery Date specified in Section 1.1 thereof, with substantial completion 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 Landlord’s work as shown on Exhibit "“C" ” attached hereto. In the event such improvements are not substantially completed by said Delivery Date,. Landlord shall not be considered in default nor shall this lease agreement be subject to cancellation but the payment date for the initial monthly minimum rental hereinabove provided shall be adjusted to correspond with the date such improvements are substantially completed by Landlord and possession of the demised premises delivered to Tenant. In the event substantially all of the improvements are completed prior to said Delivery Date, if there are anypossession of the demised premises shall be delivered to Tenant forthwith, in which event the payment date for the initial monthly minimum rental shall be adjusted accordingly. 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, 3.3 Upon substantial completion of ▇▇▇▇▇▇'s engineer▇▇’s work Tenant shall promptly commence and diligently pursue to completion Tenants work and all other work, architect and other agents connected therewith. Prior than Landlords work, necessary to undertaking any alterations or improvements to make the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens premises suitable for occupancy 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 Agreement3.4 Landlord and Tenant shall conform to, and comply with, all improvements Federal, state and alterations made local laws, ordinances, rules and regulations in the performance of their respective work, 3.5 Upon opening the demised premises for business, Tenant shall be deemed to have accepted the leased premises by Lessee shall remain same as in full compliance with the leased premises Landlord’s covenants and shall be the property of Lessor. Lessee shall, at its expense, remove obligations hereunder. 3.6 ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises ▇ agrees to Lessor, peaceably and quietly in as good order and condition as same were in on the original date pay for all work 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 ▇▇▇▇▇▇▇ promptly so that the demised premises will at all times remain free from all liens for labor and material. Lessee Landlord does not consent to Tenant placing any liens of any type or character on the demised premises and Tenant shall not permit hold Landlord free and clear of all costs, charges, fees, expenses and damages from 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 Tenant shall provide Landlord a waiver 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 lien rights of eight percent (8%), any contractor or such greater amount as shall then be permitted by law, per annumperson performing work for Tenant.

Improvements. 4.1 In taking possession 9.1 Lessee is under no obligation to make any structural or other alterations, decorations, additions, improvements, or other changes (collectively, "Improvements") on or to the Leased Premises. 9.2 If Lessee desires to construct Improvements on the Leased Premises and approval is required from a municipal planning board, a holder of the leased premisesa Conservation Easement, or similar entity vested with decision-making jurisdiction, ▇▇▇▇▇▇ acknowledges that same were on shall seek such approval, contemporaneously providing a written copy of the date request for such approval to Agrarian and then provide Agrarian a copy of occupancy in goodthe entity’s decision. So long as the entity approves construction of the Improvement, clean and tenable conditionthe Improvements are permitted under the Management Plan or Pre-Existing Plan, 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 anyLessee need not obtain subsequent approval of Agrarian for construction of such Improvements. 4.2 Lessee agrees to make 9.3 All Improvements made by ▇▇▇▇▇▇, whether purchased, constructed, or installed, on any part of the Leased Premises at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under any time during this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval may, at the option of Lessor, shall be made under become the supervision, direction and control property of Lessor's architect, except as set forth herein. So long as Lessee is not in default under this Lease, Lessee shall be have the following rights with respect to Improvements: (a) Lessee shall have the right, but not the obligation, to remove any non-permanent Improvements, including, arbors, movable sheds, appliances, solar panels, and other structures not anchored permanently to below-grade foundations, and to return the underlying land to its original condition. (b) 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. (c) For all Improvements made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architectnot removed from the Leased Premises, and Lessor shall be compensate Lessee for value of such Improvements, less depreciation value within one year after termination of this Lease or on a schedule mutually agreed to by the Parties in keeping with writing. The Parties shall mutually agree in writing upon the historical character manner of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessordetermining valuation, which approval shall not unreasonably may be withheld. Lessee shall pay for all architecturalhaving a formal appraisal prepared, engineering and other services and all with costs incurred of that to be paid as mutually determined 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 premisesParties. 4.3 9.4 At the expiration or earlier termination of the term of this Lease AgreementTerm, if the Leased Premises is not returned to its original condition or in better condition than its original condition Agrarian shall have the right at Lessee's expense to repair all improvements damage and alterations made injury to the leased premises Leased Premises caused by Improvements or to require Lessee shall remain with to do 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 annumsame.

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 of the leased premisesNo alteration, ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in good, clean and tenable condition, subject only addition or improvement 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, Leased Property shall be made under by the supervisionLESSEE without the prior written consent of the LESSOR, direction which shall not be unreasonably withheld, and control of Lessor's architectwithout LESSEE first obtaining any and all required permits therefor. At the time that the LESSOR provides written consent for proposed alterations, additions or improvements, LESSOR shall also indicate whether the LESSEE shall be made required to remove said alterations, additions or improvements and restore those portions of the premises at lease end or earlier termination thereof. This requirement that LESSEE first obtain LESSOR's written consent for alterations, additions or improvements shall not apply to LESSEE's installation of machinery, equipment and fixtures used in good and workmanlike manner according the conduct of LESSEE's business (hereinafter referred to as LESSEE's "Trade Fixtures") except for equipment or machinery which may affect the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character structural integrity of the building. All alterations Any alteration, addition or improvement made by the LESSEE, after such consent shall have been given, and improvements performed on the leased premises by ▇▇▇▇▇▇ any fixtures installed as a part thereof (except LESSEE's Trade Fixtures, which shall be performed removed 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 LESSEE upon termination of this term of this lease Lease), shall be deemed to have been abandoned be part of the premises and shall become the property of Lessor the LESSOR upon the termination or expiration of this Lease any renewal or extension thereof. No signs may be installed or affixed to the exterior of the Premises without LESSOR's prior written approval, which approval shall not be disposed unreasonably withheld. Within 30 days of as Lessor deems expedientpresentation of paid bills, LESSOR shall re-pay LESSEE for 50% of the cost incurred by LESSEE, up to a total of $24,000., of the following improvements to the premises: 1. Upgrade lavatories/restrooms. 2. Upgrade main building entrance including handicapped access. 3. Upgrade the air conditioning system to improve heating/cooling. In no event shall LESSOR be liable or obligated to LESSEE for more than $24,000. All construction/alterations at the premises shall be performed in conformity with all costs applicable codes and laws. LESSOR reserves the right to inspect said repairs/alterations at reasonable times to confirm completion 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 in bills presented under this article.

Improvements. 4.1 In taking possession (a) The Building shall include an office and drive-up teller facility, landscaping, and parking improvements constructed by Landlord in accordance with the plans and specifications to be approved by the parties pursuant to Paragraph l(a) and all governmental authorities having 3-LEASE jurisdiction pursuant to Paragraph l(b). All plans for the Building and the related tenant improvements are to be furnished by Landlord and approved by Tenant. It is agreed that the exterior of the leased premisesBuilding shall be constructed of concrete or comparable materials, using a form of tilt wall construction method or masonry construction, and shall consist of such other component items listed under Building Shell on Exhibit B attached hereto. The interior tenant improvements to be provided by Landlord shall include those items listed under Tenant Improvements on Exhibit B attached hereto. All other interior improvements are to be provided by Tenant, at Tenant's sole expense. (b) Following the satisfaction of all conditions referred to in ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ acknowledges that same were on shall, within 30 days, begin construction of the date of occupancy in goodBuilding. Tenant shall, clean and tenable condition, subject only with respect to the repairs any work it performs 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 causes to be performed, keep the obligation Premises free from any and all mechanic's or other liens. Failure to do so shall constitute a default hereunder. Both parties agree to cause the interior of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall the Building to be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made completed in a good and workmanlike manner according in accordance with the approved plans. (c) Tenant and its contractor and subcontractors shall have the right to use the Building prior to its completion for the purposes of constructing and installing furnishings, cabinetry and certain custom fixtures to the termsinterior of the Building on the terms and conditions set forth 4-LEASE in this Lease, conditions and requirements set by ▇▇▇▇▇▇ and its architectbut only to the extent such work does not in any manner whatsoever interfere with Landlord's construction of the Building. (d) Each party shall defend, indemnify, and shall be hold harmless the other party from any costs, losses, or liabilities incurred or suffered in keeping with the historical character whole or in part because of the buildingother party's negligence in constructing the Building or any interior improvements or fixtures. All alterations and improvements performed on In the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessorevent that a third party asserts any claim against Landlord based in whole or in part upon Tenant's conduct, which approval shall not unreasonably be withheld. Lessee shall pay for all architecturalaction, engineering and other services and all costs incurred by Lessor or inaction in connection with ▇▇▇▇▇▇the installation of interior fixtures, then Tenant shall defend such claim with legal counsel acceptable to Landlord (but paid for by Tenant) and Landlord shall be indemnified by Tenant from any cost, loss, damage, or liability arising from such claim; provided, however, that Tenant shall not be responsible for Landlord's improvement defense, damages, or alteration any indemnity obligations if Landlord is responsible in whole or in part for the third-party claim. Landlord and Tenant shall jointly share in the costs, losses, damages, or liabilities arising from any claims asserted jointly against Landlord and Tenant, with both parties sharing in the costs, losses, damages, and liabilities to the extent of the leased premises, including the worktheir comparative negligence, 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 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, of ▇▇▇▇▇▇'s engineer, architect except for fixtures and other agents connected therewith. Prior to undertaking any alterations or improvements equipment which Lessee can remove without undue harm to the leased premisesPremises and that Lessor requires Lessee to remove at Lessee’s cost upon expiration or earlier termination of this Lease. Such items shall remain the property of Lessee. (i) The Parties acknowledge that Lessee has installed certain Improvements 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 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 continue paying all applicable taxes on such Improvements throughout the term of this Lease AgreementLease. (c) The following requirements shall apply to all Improvements: (i) Prior to commencement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property furnish to Lessor building permits, environmental permits, certificates 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 insurance satisfactory to Lessor, peaceably and, at Lessor’s request, a notice of commencement; (ii) Lessee shall perform all work related to Improvements so as to maintain peace and quietly in as good order harmony among other contractors serving the Premises and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left shall avoid interference with other work to be performed or services to be rendered in the leased premises at the expiration or termination of this term of this lease 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 Building, 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 of Except for the leased premises, ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in good, clean and tenable condition, subject only initial improvements to the repairs or improvements which Lessor has agreed Premises pursuant to make Exhibits F and G, Tenant, at LessorTenant's expense and which are set forth on Exhibit "C" attached heretosole expense, if there are any. 4.2 Lessee agrees to make at its own expense all may make, with the consent of Landlord, non-structural alterations and improvements to the leased premises except as otherwise indicated to be interior of 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, Premises and shall be retain title to anything it may place or install in keeping with the historical character Premises, including, without limitation, drapes, furniture, counters, shelving, fixtures, work stations, removable partitions, equipment or business machines. Tenant shall give notice to Landlord of the building. All all proposed alterations and improvements performed on to the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors interior of the Premises at least twenty (20) days prior to the commencement of any such work for Landlord's review and subcontractors approved by Lessorcomments, which approval shall not be unreasonably be withheldwithheld or delayed. Lessee shall pay for all architecturalIf Landlord fails to consent or otherwise comment to Tenant within fifteen (15) days after receipt of Tenant's complete plans and specifications, engineering and other services and all costs incurred Tenant may proceed with such work as if Landlord had consented. All such work 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 Tenant shall be the property of Lessorperformed in a good and workmanlike manner and in accordance with all applicable codes and regulations. Lessee shallExcept as otherwise provided elsewhere in this Lease, 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 Lease as herein provided, Tenant may remove all such improvements, excluding permanent Leasehold improvements, fixtures, and wiring, piping, etc., installed and paid for by Tenant in accordance with this Lease, and deliver the Premises to Landlord in as near as reasonably possible to the condition as of this lease the date of possession, except for ordinary wear and tear. Any improvements or alterations (see Section 30, for example) by Tenant not in the Premises shall be deemed to have been abandoned removed by Tenant, and the Buildings shall likewise be repaired. If Tenant leaves any such removable items on the Premises after termination of its occupancy without the written consent of Landlord, they shall at the option of Landlord become the property of Lessor the Landlord, or Landlord may cause such items to be disposed of as Lessor deems expedientremoved, with all costs of cleanup at Tenant's sole cost 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.