Common use of Amendments to Lease Clause in Contracts

Amendments to Lease. As between Landlord and Subtenant only, the following Sections of the Lease shall be amended as follows: (a) Landlord agrees and acknowledges that Subtenant's proposed use of the Premises is permitted under the Lease. Notwithstanding the foregoing, the use of the Premises by any assignee of Subtenant's interest in the Lease, and any subtenant of all or any portion of the Premises or subtenant shall strictly comply with the requirements of Article 7 of the Lease. (b) Section 4.3 of the Lease shall be deleted in its entirety. (c) Section 18.4 of the Lease shall be deleted in its entirety and the following substituted therefor: "If Tenant desires to assign Tenant's interest in the Premises or to sublease twenty-five percent (25%) or more of the Premises for more than three (3) years or for the balance of the Term (collectively, a "TRANSFER"), Tenant's Notice of Proposed Transfer shall also include a written offer that includes all of the substantial business terms that Tenant has offered to a Transferee which Tenant would execute if Landlord does not accept Tenant's offer (the "OFFER") and shall offer to Transfer Tenant's interest in the Premises to Landlord on such terms and conditions. Landlord shall have fifteen (15) days from Landlord's receipt of the Offer to accept the Offer by written notice to Tenant or to approve or disapprove the Transfer as provided in Section 18.3. If Landlord accepts the Offer, Landlord and Tenant shall consummate the Transfer within fifteen (15) days after Landlord's written notice of acceptance. The Transfer shall be consummated by Tenant's delivery to Landlord of a good and sufficient assignment of lease or sublease. If Landlord does not accept the Offer, but approves the Transfer, then in the event the terms of the Transfer are materially changed during subsequent negotiations to be more favorable to the Transferee, Tenant shall again deliver to Landlord an Offer in accordance with this Section, offering the interest to Landlord on such more favorable terms. Landlord shall then have another period of fifteen (15) days after receipt of such Offer to accept such Offer." In the event Subtenant seeks consent for a Transfer (as defined in the foregoing Section 18.4) during the Sublease term, it shall first comply with the foregoing requirements regarding the Offer to Landlord, and then seek Tenant's consent to the Transfer (whether to Landlord or to a third party). (d) Section 24.7 of the Lease shall be amended as follows: (i) The existing provisions of Section 24.7 shall be identified as subsection (a). (ii) Section 24.7 shall be amended to add the following:

Amendments to Lease. As between Landlord (a) Section 1(a) of the Original Lease is deleted in its entirety, and Subtenant onlyin lieu thereof, the following Sections is substituted: 1(a) Landlord does hereby lease and demise unto Tenant, and Tenant does hereby lease from Landlord, approximately 250,000 rentable square feet of space (the “Demised Premises”) on the entire first, second, third, fourth and fifth floors of the Lease two towers of the Building. The lease of the Demised Premises includes the right, together with other tenants of the Building and members of the public, to use the common public areas of the Building, but includes no other rights not specifically set forth herein. Upon Substantial Completion of the Demised Premises, the Demised Premises shall be amended measured in accordance with the GWCAR Standard (as follows: hereinafter defined) and shall be outlined in red on Exhibit B to be attached hereto. The actual amount of rentable square feet comprising the Demised Premises shall be confirmed in the Declaration (athe “Declaration”) attached hereto as Exhibit I-C, executed by Landlord agrees and acknowledges that Subtenant's proposed use Tenant. Any references in this Lease to a dollar amount per square foot of rentable floor area of the Demised Premises is permitted under shall mean such dollar amount multiplied by the Lease. Notwithstanding the foregoing, the use number of the Premises by any assignee square feet of Subtenant's interest in the Lease, and any subtenant of all or any portion of the Premises or subtenant shall strictly comply with the requirements of Article 7 of the Leaserentable floor area. (b) Section 4.3 1(b) of the Lease shall be Original Lease, which provides Tenant the option to lease the Expansion Space, is hereby deleted in its entirety. (c) Section 18.4 The vesting of Tenant's leasehold estate under the Original Lease was contingent upon the consummation of the sale of the Land to Landlord. Landlord has consummated the purchase of the Land and the Building Two Land; therefore, Section 1(c) of the Original Lease shall be is hereby deleted in its entirety. In addition, Exhibit A attached to the Original Lease is also deleted in its entirety and the following in lieu thereof, Exhibit I-A attached hereto and made a part hereof is substituted therefor: "If Tenant desires to assign Tenant's interest in the Premises or to sublease twenty-five percent (25%) or more of the Premises for more than three (3) years or for the balance of the Term (collectively, a "TRANSFER"), Tenant's Notice of Proposed Transfer shall also include a written offer that includes all of the substantial business terms that Tenant has offered to a Transferee which Tenant would execute if Landlord does not accept Tenant's offer (the "OFFER") and shall offer to Transfer Tenant's interest in the Premises to Landlord on such terms and conditions. Landlord shall have fifteen (15) days from Landlord's receipt of the Offer to accept the Offer by written notice to Tenant or to approve or disapprove the Transfer as provided in Section 18.3. If Landlord accepts the Offer, Landlord and Tenant shall consummate the Transfer within fifteen (15) days after Landlord's written notice of acceptance. The Transfer shall be consummated by Tenant's delivery to Landlord of a good and sufficient assignment of lease or sublease. If Landlord does not accept the Offer, but approves the Transfer, then in the event the terms of the Transfer are materially changed during subsequent negotiations to be more favorable to the Transferee, Tenant shall again deliver to Landlord an Offer in accordance with this Section, offering the interest to Landlord on such more favorable terms. Landlord shall then have another period of fifteen (15) days after receipt of such Offer to accept such Offer." In the event Subtenant seeks consent for a Transfer (as defined in the foregoing Section 18.4) during the Sublease term, it shall first comply with the foregoing requirements regarding the Offer to Landlord, and then seek Tenant's consent to the Transfer (whether to Landlord or to a third party). (d) The address for copies of notices to Landlord in Section 24.7 36(b) of the Original Lease shall be amended as follows: (i) The existing provisions of Section 24.7 shall be identified as subsection (a)has been changed. Therefore, “Suite 550” is deleted, and “Suite 260” is substituted therefor. (iie) Section 24.7 Since Tenant has leased the entire Expansion Space, Article 49 of the Original Lease, which gives Tenant the right to expand into the Expansion Space in the future, and Article 50 of the Original Lease, which gives Tenant the right of first offer on the Expansion Space, are deleted in their entirety. (f) Exhibit C attached to the Original Lease is deleted in its entirety, and in lieu thereof, Exhibit I-C attached hereto and made a part hereof shall be amended to add the following:substituted.

Amendments to Lease. As between Landlord and Subtenant onlyIf, pursuant to the following Sections provisions of this Lease, Tenant either pays for or arranges financing (to the extent permitted in Section 6.2.1) to pay for the costs of construction or installation of any Capital Addition ("Tenant's Capital Additions") (but excluding, in any event, any Capital Addition financed by or through Landlord), this Lease shall be and hereby is amended to provide as follows: (a) Landlord agrees and acknowledges that SubtenantUpon completion of any such Tenant's proposed use Capital Addition, Net Patient Revenues attributable to such Tenant's Capital Addition shall be excluded from Net Patient Revenues of the Premises is permitted under applicable Leased Property for purposes of calculating Additional Rent. The Net Patient Revenues attributable to any such Tenant's Capital Addition shall be deemed to be an amount (the Lease. Notwithstanding "Added Value Percentage") which bears the foregoing, same proportion to the use total Net Patient Revenues from the entire Leased Property (including all Capital Additions) as the Fair Market Added Value of such Capital Addition bears to the Fair Market Value of the Premises by entire Leased Property (including all Capital Additions) immediately after completion of such Tenant's Capital Addition. The Added Value Percentage for any assignee of SubtenantTenant's interest Capital Additions shall remain in effect until any subsequent Capital Addition is completed, at which time the Lease, and any subtenant of all or any portion of the Premises or subtenant shall strictly comply with the requirements of Article 7 of the LeaseAdded Value Percentage will again be determined as provided above. (b) Section 4.3 of the Lease There shall be deleted no adjustment in its entiretythe Minimum Rent by reason of any such Tenant's Capital Addition. (c) Section 18.4 upon the expiration or earlier termination of the applicable Lease (but if the applicable Lease is terminated by reason of an Event of Default, only after Landlord is fully compensated for all damages resulting therefrom), Landlord shall be deleted compensate Tenant for all Tenant's Capital Additions in its entirety and any of the following substituted therefor: "If Tenant desires to assign Tenant's interest ways determined in the Premises or to sublease twenty-five percent (25%) or more of the Premises for more than three (3) years or for the balance of the Term (collectively, a "TRANSFER"), Tenant's Notice of Proposed Transfer shall also include a written offer that includes all of the substantial business terms that Tenant has offered to a Transferee which Tenant would execute if Landlord does not accept Tenant's offer (the "OFFER") and shall offer to Transfer Tenant's interest in the Premises to Landlord on such terms and conditions. Landlord shall have fifteen (15) days from Landlord's receipt of the Offer to accept the Offer by written notice to Tenant or to approve or disapprove the Transfer as provided in Section 18.3. If Landlord accepts the Offer, Landlord and Tenant shall consummate the Transfer within fifteen (15) days after Landlord's written notice of acceptance. The Transfer shall be consummated by Tenant's delivery to Landlord of a good and sufficient assignment of lease or sublease. If Landlord does not accept the Offer, but approves the Transfer, then in the event the terms of the Transfer are materially changed during subsequent negotiations to be more favorable to the Transferee, Tenant shall again deliver to Landlord an Offer in accordance with this Section, offering the interest to Landlord on such more favorable terms. Landlord shall then have another period of fifteen (15) days after receipt of such Offer to accept such Offer." In the event Subtenant seeks consent for a Transfer (as defined in the foregoing Section 18.4) during the Sublease term, it shall first comply with the foregoing requirements regarding the Offer to Landlord, and then seek Tenant's consent to the Transfer (whether to Landlord or to a third party). (d) Section 24.7 of the Lease shall be amended as followssole discretion: (i) The existing provisions By purchasing such Tenant's Capital Additions from Tenant for cash in the amount of Section 24.7 shall be identified as subsection (a).the then Fair Market Added Value of such Tenant's Capital Additions; or (ii) Section 24.7 By making such other arrangement regarding such compensation as shall be amended mutually acceptable to add Landlord and Tenant; or (iii) If such termination is by reason of an Event of Default: (1) By purchasing such Tenant's Capital Additions from Tenant by delivering to Tenant Landlord's purchase money promissory note in the following:amount of the Fair Market Added Value, which note shall be on then commercially reasonable terms and secured by a mortgage or deed of trust on the applicable Leased Property and such Tenant's Capital Additions subject to all existing mortgages and encumbrances on such Leased Property and such Tenant's Capital Additions at the time of such purchase; or (2) By assigning to Tenant the right to receive an amount equal to the Added Value Percentage (determined as of the date of the expiration or earlier termination of this Lease) of all rent and other consideration receivable by Landlord under any reletting or other disposition of the Leased Property and such Tenant's Capital Additions, after deducting from such rent all costs and expenses incurred by Landlord in connection with such reletting or other disposition of the Leased Property and such Tenant's Capital Additions and all costs and expenses of operating and maintaining the Leased Property and such Tenant's Capital Additions during the term of any such new lease which are not borne by the tenant thereunder, with the provisions of this Section 6.2.2 to remain in effect until the sale or other final disposition of the Leased Property and such Tenant's Capital Additions, at which time the Fair Market Added Value of such Tenant's Capital Addition shall be immediately due and payable, such obligation to be secured by a mortgage on the Leased Property and such Tenant's Capital Additions, s▇▇▇▇▇▇ to all existing mortgages and encumbrances on the Leased Property at the time of such purchase and assignment.

Amendments to Lease. As between Landlord and Subtenant only, the following Sections of the The Lease shall be is hereby amended as follows: (A) Section 1.2.5 of the Lease is hereby amended and restated as follows: Tenant shall have the right, to be exercised as hereinafter provided, to extend the term of this Lease for two (2) extension periods of five (5) years each, each such period sometimes hereinafter referred to as a “Renewal Term” and such periods sometimes hereinafter referred to collectively as the “Renewal Terms,” upon the following terms and conditions and subject to the limitations hereinafter set forth. (a) Landlord agrees At the time hereinafter set forth for the exercise of each Renewal Term and acknowledges that Subtenant's proposed use as of the Premises is permitted commencement of such Renewal Term, this Lease shall be in full force and effect and no Event of Default by Tenant shall exist under the Lease. Notwithstanding the foregoing, the use any of the Premises by any assignee of Subtenant's interest in terms, covenants and conditions herein contained which has not been remedied within the Lease, and any subtenant of all or any portion of the Premises or subtenant shall strictly comply with the requirements of Article 7 of the applicable cure period provided for under this Lease. (b) Section 4.3 of Except as otherwise specifically provided in this Lease, each Renewal Term shall be upon the same terms, covenants and conditions contained in this Lease, including, but not limited to, Tenant’s obligation to pay Additional Rent, and any other cost or charge which may be due and payable by Tenant under the Lease shall continue to be deleted in its entirety. (c) Section 18.4 applicable to such Renewal Term, except that the annual Basic Rent for the first Lease Year of the Lease each Renewal Term shall be deleted in its entirety and the following substituted therefor: "If Tenant desires equal to assign Tenant's interest in the Premises or to sublease twentyninety-five percent (2595%) or more of the Premises for more than three then Fair Market Basic Rent (3as hereinafter defined) years or for the balance Premises (the “Renewal Basic Rent”). At the commencement of the Term second Lease Year and each subsequent Lease Year of each five (collectively5) year Renewal Term, a "TRANSFER"), Tenant's Notice of Proposed Transfer the Basic Rent shall also include a written offer that includes all be increased to an amount equal to 102% of the substantial business terms that Basic Rent for the immediately preceding Lease Year. All other payments on the part of Tenant has offered to a Transferee which Tenant would execute if Landlord does not accept Tenant's offer (the "OFFER") and shall offer to Transfer Tenant's interest in the Premises to Landlord on such terms and conditions. Landlord shall have fifteen (15) days from Landlord's receipt of the Offer to accept the Offer by written notice to Tenant or to approve or disapprove the Transfer be made as provided in Section 18.3this Lease shall continue to be made during each of the Renewal Terms including, without limiting the generality of the foregoing, impositions, insurance premiums and other expenses and charges to the extent payable by Tenant hereunder. If Landlord accepts the Offer, Landlord and Tenant shall consummate endeavor to agree upon the Transfer within fifteen (15) days after Landlord's written notice Fair Market Basic Rent of acceptancethe Premises prior to commencement of a given Renewal Term. The Transfer Any agreement reached by the parties hereto with respect to such Fair Market Basic Rent for a given Renewal Term shall be consummated expressed in writing and shall be executed by Tenant's delivery the parties hereto, and a copy thereof delivered to each of the parties. Should Landlord and Tenant fail to agree upon the Fair Market Basic Rent of a good the Premises on or before July 31, 2015 in the case of the first Renewal Term (and sufficient assignment Tenant exercises its right, evidenced by written notice, to extend the term of lease this Lease for the first Renewal Term), or sublease. If Landlord does not accept June 1, 2020 in the Offercase of the second Renewal Term (and Tenant exercises its right, but approves evidenced by written notice, to extend the Transferterm of this Lease for the second Renewal Term), then in the event the terms of the Transfer are materially changed during subsequent negotiations to such Renewal Basic Rent shall be more favorable to the Transferee, Tenant shall again deliver to Landlord an Offer Fair Market Basic Rent determined by arbitration in accordance with this Section, offering the interest to Landlord on such more favorable terms. Landlord shall then have another period of fifteen (15) days after receipt of such Offer to accept such Offer." In the event Subtenant seeks consent for a Transfer (as defined in the foregoing Section 18.4) during the Sublease term, it shall first comply with the foregoing requirements regarding the Offer to Landlord, and then seek Tenant's consent to the Transfer (whether to Landlord or to a third party). (d) Section 24.7 of the Lease shall be amended as follows: (i) The existing provisions of Section 24.7 1.2.6 hereof. For the second Renewal Term, within five (5) business days following April 1, 2020, Tenant may request, and Landlord shall be identified provide, no later than five (5) business days following Tenant’s request, Landlord’s determination of Fair Market Basic Rent. “Fair Market Basic Rent” shall mean the Basic Rent, as subsection (adetermined by Landlord and Tenant on the basis of the then prevailing market rental rates and economic terms for office space in Comparable Buildings for tenants seeking to lease approximately the same amount of rentable area as that of the Premises then leased by Tenant pursuant to this Lease. In determining the Fair Market Basic Rent for the Premises, the parties shall consider all elements affecting the proposed lease transaction including, but not limited to, those factors set forth in Section 1.2.6(c). (ii) Section 24.7 shall be amended to add the following:

Amendments to Lease. As between If, pursuant to the provisions of this Lease, Tenant either pays for or arranges financing (to the extent permitted in Section 6.2.1) to pay for the costs of construction or installation of any Capital Addition including disbursements under the Renovation Escrow Agreement ("Tenant's Capital Addition") (but excluding, in any event, any Capital Addition financed by or through Landlord and Subtenant onlyincluding, without limitation, all Capital Additions paid for or financed through disbursements under the following Sections of the Renovation Funding Agreement), this Lease shall be and hereby is amended to provide as follows: (a) Landlord agrees and acknowledges that SubtenantUpon completion of any such Tenant's proposed use Capital Addition, Net Patient Revenues attributable to such Tenant's Capital Addition shall be excluded from Net Patient Revenues of the Premises is permitted under applicable Leased Property for purposes of calculating Additional Rent. The Net Patient Revenues attributable to any such Tenant's Capital Addition shall be deemed to be an amount (the Lease. Notwithstanding "Added Value Percentage") which bears the foregoing, same proportion to the use total Net Patient Revenues from the entire Leased Property (including all Capital Additions) as the Fair market Added Value of such Capital Addition bears to the Fair Market Value of the Premises by entire Leased Property (including all Capital Additions) immediately after completion of such Tenant's Capital Addition. The Added Value Percentage for any assignee of SubtenantTenant's interest Capital Additions shall remain in effect until any subsequent Capital Addition is completed, at which time the Lease, and any subtenant of all or any portion of the Premises or subtenant shall strictly comply with the requirements of Article 7 of the LeaseAdded Value Percentage will again be determined as provided above. (b) Section 4.3 of the Lease There shall be deleted no adjustment in its entiretythe Minimum Rent by reason of any such Tenant's Capital Addition. (c) Section 18.4 Upon the expiration or earlier termination of this Lease (but if this Lease is terminated by reason of an Event of Default, only after Landlord is fully compensated for all damages resulting therefrom), Landlord shall compensate Tenant for all Tenant's Capital Additions in any of the Lease shall be deleted following ways determined in its entirety and the following substituted therefor: "If Tenant desires to assign Tenant's interest in the Premises or to sublease twenty-five percent (25%) or more of the Premises for more than three (3) years or for the balance of the Term (collectively, a "TRANSFER"), Tenant's Notice of Proposed Transfer shall also include a written offer that includes all of the substantial business terms that Tenant has offered to a Transferee which Tenant would execute if Landlord does not accept Tenant's offer (the "OFFER") and shall offer to Transfer Tenant's interest in the Premises to Landlord on such terms and conditions. Landlord shall have fifteen (15) days from Landlord's receipt of the Offer to accept the Offer by written notice to Tenant or to approve or disapprove the Transfer as provided in Section 18.3. If Landlord accepts the Offer, Landlord and Tenant shall consummate the Transfer within fifteen (15) days after Landlord's written notice of acceptance. The Transfer shall be consummated by Tenant's delivery to Landlord of a good and sufficient assignment of lease or sublease. If Landlord does not accept the Offer, but approves the Transfer, then in the event the terms of the Transfer are materially changed during subsequent negotiations to be more favorable to the Transferee, Tenant shall again deliver to Landlord an Offer in accordance with this Section, offering the interest to Landlord on such more favorable terms. Landlord shall then have another period of fifteen (15) days after receipt of such Offer to accept such Offer." In the event Subtenant seeks consent for a Transfer (as defined in the foregoing Section 18.4) during the Sublease term, it shall first comply with the foregoing requirements regarding the Offer to Landlord, and then seek Tenant's consent to the Transfer (whether to Landlord or to a third party). (d) Section 24.7 of the Lease shall be amended as followssole discretion: (i) The existing provisions By purchasing such Tenant's Capital Additions from Tenant for cash in the amount of Section 24.7 shall be identified as subsection (a).the then Fair Market Added Value of such Tenant's Capital Additions; or (ii) Section 24.7 By purchasing such Tenant's Capital Additions from Tenant by delivering to Tenant Landlord's purchase money promissory note in the amount of the Fair Market Added Value, which note shall be amended on then commercially reasonable terms and shall be secured by a mortgage on the Leased Property and such Tenant's Capital Additions subject to add all existing mortgages and encumbrances on the following:Leased Property and such Tenant's Capital Additions at the time of such purchase; or (iii) By assigning to Tenant the right to receive an amount equal to the Added Value Percentage (determined as of the date of the expiration or earlier termination of this Lease) of all rent and other consideration receivable by Landlord under any re-letting or other disposition of the Leased Property and such Tenant's Capital Additions, after deducting from such rent all costs and expenses incurred by Landlord in connection with such reletting or other disposition of the Leased Property and such Tenant's Capital Additions and all costs and expenses of operating and maintaining the Leased Property and such Tenant's Capital Additions during the term of any such new lease which are not borne by the tenant thereunder, with the provisions of this Section 6.2.2 to remain in effect until the sale or other final-disposition of the Leased Property and such Tenant's Capital Additions, at which time the Fair Market Added Value of such Tenant's Capital Addition shall be immediately due and payable, such obligation to be secured by a mortgage on the Leased Property and such Tenant's Capital Additions, subject to all existing mortgages and encumbrances on the Leased Property at the time of such purchase and assignment; or (iv) By making such other arrangement regarding such compensation as shall be mutually acceptable to Landlord and Tenant.

Amendments to Lease. As between Landlord and Subtenant only, the The following Sections provisions of the Lease shall be amended as follows: (a) Landlord agrees and acknowledges that Subtenant's proposed use of the Premises are hereby amended: Paragraph 3 Third Sentence is permitted under the Lease. Notwithstanding the foregoing, the use of the Premises by any assignee of Subtenant's interest in the Lease, and any subtenant of all or any portion of the Premises or subtenant shall strictly comply with the requirements of Article 7 of the Lease. (b) Section 4.3 of the Lease shall be deleted in its entirety. (c) Section 18.4 of the Lease shall be deleted in its entirety and restated as follows: “In the following substituted therefor: "If Tenant desires to assign Tenant's interest in event the Premises or to sublease twenty-five rent is not received by the 5th day of any month, Lessee shall pay a late fee of three percent (253%) or more of the Premises for more than three (3) years or for amount due, plus $500 per day after the balance 5th day of the Term (collectivelymonth.” Paragraph 5 Second Sentence is deleted in its entirety and restated as follows: “Lessee agrees to make available annual audited financial statements to Lessor for review and such other informational documentation as may be required by Lessor or its mortgagee, a "TRANSFER")provided that Lessor, Tenant's Notice of Proposed Transfer its mortgagee, and their respective representatives shall also include a written offer that includes keep all of such financial statements and the substantial business terms that Tenant has offered to a Transferee which Tenant would execute if Landlord does not accept Tenant's offer (the "OFFER") information contained therein confidential and shall offer not release any such items or disclose any such information to Transfer Tenant's interest any other person or entity without the prior written consent of Lessee.” ▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is deleted in its entirety and restated as follows: “If Lessor shall observe any disrepairs or lack of maintenance on the Premises to Landlord on such terms and conditions. Landlord shall have fifteen interior or exterior, Lessor will give a ten (1510) days from Landlord's receipt of the Offer to accept the Offer by day written notice to Tenant Lessee to repair, and thereafter if repairs are not performed, Lessor will repair said problem and will charge Lessee for the documented reasonable costs of repairs plus 530% additional of such amount to defray Lessor’s overhead.” Paragraph 11 First Sentence is deleted in its entirety and restated as follows: “Except for Lessor’s gross negligence or willful misconduct, Lessee agrees to approve indemnify and hold harmless the Lessor against all claims for injuries to persons or disapprove damages to property by reason of Lessee’s use or occupancy of the Transfer leased Premises, including, without limitation, environmental liability or damage and all expenses incurred by Lessor because thereof, including reasonable attorney’s fees and court costs.” Paragraph 13 is amended to include the following: “If more than 10% of the building is taken by condemnation, Lessee may terminate this Lease as provided in Section 18.3of the date when possession thereof is taken by public authorities. If Landlord accepts the Offer, Landlord and Tenant shall consummate the Transfer within fifteen (15) days after Landlord's written notice of acceptance. The Transfer Lessee shall be consummated entitled to any compensation paid by Tenant's delivery the condemnor for Lessee’s relocation expenses, loss of business goodwill and/or trade fixtures, without regard to Landlord whether or not this Lease is terminated pursuant to the provisions of a good this Paragraph. All alterations and sufficient assignment utility installations made to the Premises by Lessee, for purposes of lease or sublease. If Landlord does not accept condemnation only, shall be considered the Offer, but approves the Transfer, then in the event the terms property of the Transfer are materially changed during subsequent negotiations Lessee and Lessee shall be entitled to be more favorable to the Transferee, Tenant shall again deliver to Landlord an Offer in accordance with this Section, offering the interest to Landlord on such more favorable termsany and all compensation which is payable therefor. Landlord shall then have another period of fifteen (15) days after receipt of such Offer to accept such Offer." In the event Subtenant seeks consent that this Lease is not terminated by reason of the condemnation, Lessor shall repair any damage to the Premises caused by such condemnation.” Paragraph 15 First Sentence Subsection (b) is deleted in its entirety and restated as follows: “The leased Premises shall be deserted or vacated or the lessee demonstrates an intention to desert or vacate prior to the expiration or termination of this Lease without providing a commercially reasonable level of security, so long as Lessee is maintaining the Premises and Lessee is not in default under any provision of the Lease;” Paragraph 24 is deleted in its entirety and restated as follows: “Premises shall only be used for a Transfer (as defined in the foregoing Section 18.4) during the Sublease termManufacturing/Warehouse purposes, it shall first comply with the foregoing requirements regarding the Offer to Landlordgeneral and administrative offices, and then seek Tenant's consent to the Transfer (whether to Landlord or to a third party)such other lawful purposes and uses incidental thereto. (d) Section 24.7 of the Lease shall be amended as follows: (i) The existing provisions of Section 24.7 shall be identified as subsection (a). (ii) Section 24.7 shall be amended to add the following:”

Amendments to Lease. As between Landlord and Subtenant only, the The following Sections provisions of the Lease shall be amended as follows: (a) Landlord agrees and acknowledges that Subtenant's proposed use of the Premises are hereby amended: Paragraph 3 Third Sentence is permitted under the Lease. Notwithstanding the foregoing, the use of the Premises by any assignee of Subtenant's interest in the Lease, and any subtenant of all or any portion of the Premises or subtenant shall strictly comply with the requirements of Article 7 of the Lease. (b) Section 4.3 of the Lease shall be deleted in its entirety. (c) Section 18.4 of the Lease shall be deleted in its entirety and restated as follows: “In the following substituted therefor: "If Tenant desires to assign Tenant's interest in event the Premises or to sublease twenty-five rent is not received by the 5th day of any month, Lessee shall pay a late fee of three percent (253%) or more of the Premises for more than three (3) years or for amount due, plus $500 per day after the balance 5th day of the Term (collectivelymonth.” Paragraph 5 Second Sentence is deleted in its entirety and restated as follows: “Lessee agrees to make available annual audited financial statements to Lessor for review and such other informational documentation as may be required by Lessor or its mortgagee, a "TRANSFER")provided that Lessor, Tenant's Notice of Proposed Transfer its mortgagee, and their respective representatives shall also include a written offer that includes keep all of such financial statements and the substantial business terms that Tenant has offered to a Transferee which Tenant would execute if Landlord does not accept Tenant's offer (the "OFFER") information contained therein confidential and shall offer not release any such items or disclose any such information to Transfer Tenant's interest any other person or entity without the prior written consent of Lessee.” ▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is deleted in its entirety and restated as follows: “If Lessor shall observe any disrepairs or lack of maintenance on the Premises to Landlord on such terms and conditions. Landlord shall have fifteen interior or exterior, Lessor will give a ten (1510) days from Landlord's receipt of the Offer to accept the Offer by day written notice to Tenant Lessee to repair, and thereafter if repairs are not performed, Lessor will repair said problem and will charge Lessee for the documented reasonable costs of repairs plus 30% additional of such amount to defray Lessor’s overhead.” Paragraph 11 First Sentence is deleted in its entirety and restated as follows: “Except for Lessor’s gross negligence or willful misconduct, Lessee agrees to approve indemnify and hold harmless the Lessor against all claims for injuries to persons or disapprove damages to property by reason of Lessee’s use or occupancy of the Transfer leased Premises, including, without limitation, environmental liability or damage and all expenses incurred by Lessor because thereof, including reasonable attorney’s fees and court costs.” Paragraph 13 is amended to include the following: “If more than 10% of the building is taken by condemnation, Lessee may terminate this Lease as provided in Section 18.3of the date when possession thereof is taken by public authorities. If Landlord accepts the Offer, Landlord and Tenant shall consummate the Transfer within fifteen (15) days after Landlord's written notice of acceptance. The Transfer Lessee shall be consummated entitled to any compensation paid by Tenant's delivery the condemnor for Lessee’s relocation expenses, loss of business goodwill and/or trade fixtures, without regard to Landlord whether or not this Lease is terminated pursuant to the provisions of a good this Paragraph. All alterations and sufficient assignment utility installations made to the Premises by Lessee, for purposes of lease or sublease. If Landlord does not accept condemnation only, shall be considered the Offer, but approves the Transfer, then in the event the terms property of the Transfer are materially changed during subsequent negotiations Lessee and Lessee shall be entitled to be more favorable to the Transferee, Tenant shall again deliver to Landlord an Offer in accordance with this Section, offering the interest to Landlord on such more favorable termsany and all compensation which is payable therefor. Landlord shall then have another period of fifteen (15) days after receipt of such Offer to accept such Offer." In the event Subtenant seeks consent that this Lease is not terminated by reason of the condemnation, Lessor shall repair any damage to the Premises caused by such condemnation.” Paragraph 15 First Sentence Subsection (b) is deleted in its entirety and restated as follows: “The leased Premises shall be deserted or vacated or the lessee demonstrates an intention to desert or vacate prior to the expiration or termination of this Lease without providing a commercially reasonable level of security, so long as Lessee is maintaining the Premises and Lessee is not in default under any provision of the Lease;” Paragraph 24 is deleted in its entirety and restated as follows: “Premises shall only be used for a Transfer (as defined in the foregoing Section 18.4) during the Sublease termManufacturing/Warehouse purposes, it shall first comply with the foregoing requirements regarding the Offer to Landlordgeneral and administrative offices, and then seek Tenant's consent to the Transfer (whether to Landlord or to a third party)such other lawful purposes and uses incidental thereto. (d) Section 24.7 of the Lease shall be amended as follows: (i) The existing provisions of Section 24.7 shall be identified as subsection (a). (ii) Section 24.7 shall be amended to add the following:”