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

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

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

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

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

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

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

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

Improvements. 4.1 In taking possession A. Landlord hereby grants Tenant (i) a total allowance equal to $20.00 per square foot of Net Rentable Area of the leased premisesFirst Expansion Premises (“Tenant’s First Expansion Allowance”), and (ii) a total allowance equal to $16.50 per square foot of Net Rentable Area of the Second Expansion Premises (“Tenant’s Second Expansion Allowance”) to be used towards the payment of any and all hard and soft costs incurred by or on behalf of Tenant in connection with the construction, installation and/or modification of the leasehold improvements to be completed in the First Expansion Premises and Second Expansion Premises, respectively, including, but not limited to, architectural fees, mechanical, electrical and preliminary design fees and construction management fees. In addition to Tenant’s First Expansion Allowance and Tenant’s Second Expansion Allowance (collectively, “Tenant’s Allowance”), Landlord hereby grants Tenant an additional allowance up to a total of $5.00 per square foot of Net Rentable Area of the Expansion Premises (the “Additional Allowance”) to be used towards the payment of additional costs incurred by Tenant solely in connection with the construction, installation and/or modification of the leasehold improvements to be completed in the First Expansion Premises which exceed Tenant’s First Expansion Allowance, which Additional Allowance shall be funded pursuant to Paragraph 5B below. B. Tenant’s Allowance (and the Additional Allowance with respect to the First Expansion Premises only) shall only be available to Tenant during the period commencing on the date of the full execution of this Amendment and terminating ninety (90) days after the First Expansion Premises Commencement Date, after which period, any unused portion of Tenant’s Allowance (and the Additional Allowance with respect to the First Expansion Premises only) shall be unavailable to Tenant and shall remain the property of Landlord. Landlord shall have no obligation to fund any portion of the Additional Allowance unless and until the entire amount of Tenant’s First Expansion Allowance has been funded in accordance with this ▇▇▇▇▇▇▇▇▇ 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 pay portions of Tenant’s Allowance and the Additional Allowance (once Tenant’s First Expansion Allowance has been fully funded) from time to time within thirty (30) days following Landlord’s receipt of a request for funding of a portion of Tenant’s Allowance or the Additional Allowance, as applicable, together with lien releases and waivers, invoices detailing the costs of improvements requested by Tenant and such other documentation as Landlord may reasonably require for the costs of leasehold improvements to be performed reimbursed by competent contractors and subcontractors approved by LessorTenant’s request of a portion of Tenant’s Allowance or the Additional Allowance, which approval shall not unreasonably be withheld. Lessee shall pay as applicable. C. Notwithstanding anything contained in the Lease or this Amendment to the contrary, the full amount of the Additional Allowance utilized for all architectural, engineering and other services and all the payment of additional costs incurred by Lessor Tenant solely in connection with ▇▇▇▇▇▇'s improvement or alteration the construction, installation and/or modification 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 be completed in the leased premises, Lessee First Expansion Premises and funded by Landlord to Tenant pursuant to Paragraph 5B above 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 be added 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 Base Rent due and payable to Lessor from Lessee with by Tenant under the Lease for the entire Premises and amortized on a straight-line basis (based upon an interest at the rate of eight ten percent (810%), or such greater amount as shall then be permitted by law, ) per annum) over the Term beginning on the First Expansion Premises Commencement Date and continuing through the Expiration Date. Tenant shall have no right to request or apply the funding of any portion of Tenant’s Allowance (or the Additional Allowance with respect to the First Expansion Premises only) allocated to one (1) portion of the Expansion Premises to any portion of Tenant’s Allowance (or the Additional Allowance with respect to the First Expansion Premises only) allocated to any other portion of the Expansion Premises. D. The leasehold improvements to be completed in the Expansion Premises shall be constructed and installed in accordance with plans and specifications, cost allocations and other requirements (collectively, the “Plans”) mutually agreed upon by Landlord and Tenant. Tenant shall not be allowed to construct or install any portion of such leasehold improvements unless and until Landlord and Tenant have mutually agreed upon the Plans therefor. Landlord shall not be obligated to make, and Tenant shall not be authorized to make, any additional improvements or alterations to the Expansion Premises except as contemplated in this Amendment or as provided in, and in accordance with, the Lease.

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 Subject to Section 7.3 of the leased premisesSublease, ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in good, clean and tenable condition, subject only Subtenant shall not make any improvements or alterations to the repairs or improvements which Lessor has agreed to make at Lessor's expense Subleased Premises without the prior written consent of Sublandlord and Master Landlord; provided, however, no prior consent of Sublandlord shall be required for any alterations which are set forth on Exhibit "C" attached heretonon-structural in nature, if there are any. 4.2 Lessee agrees do not adversely affect the Building systems and do not exceed $25,000.00 in any year. Subtenant shall present to make at its own expense Sublandlord in written form detailed plans for any proposed improvements or alterations. All consents given by Sublandlord shall be deemed conditioned upon (i) the consent of the Master Landlord, (ii) Subtenant’s acquiring all applicable permits required by governmental authorities, (iii) the furnishing of copies of such permits together with a copy of the plans and specifications for such improvements or alterations and improvements to Sublandlord prior to the leased premises except as otherwise indicated commencement of the work thereon, and (iv) the compliance by Subtenant with all conditions of said permits. Sublandlord shall indicate in writing whether any proposed alterations shall be required to be removed at the obligation expiration of Lessor under this Lease Agreementthe Term at the same time Sublandlord gives its consent to such alterations. All In the event that Subtenant requests Sublandlord’s consent and Sublandlord fails to indicate whether such improvements and alterations made by Lessee removal shall be undertaken only upon advance approval required at the time of Lessorits consent, Sublandlord shall be made under conclusively deemed to have waived its right to require such removal. Any improvements or alterations done by Subtenant during the supervision, direction and control Term of Lessor's architect, this Sublease shall be made done in a good and workmanlike manner according with good and sufficient materials and in compliance with all applicable laws. The Subtenant shall promptly upon the completion thereof furnish Sublandlord with as-built plans and specifications therefor. Sublandlord may (but without obligation to the terms, conditions and requirements set by ▇▇▇▇▇▇ and do so) condition 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 consent to any requested improvement or alteration that costs $100,000.00 or more upon Subtenant’s providing Sublandlord with a lien and completion bond in an amount equal to one and one-half times the estimated cost of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations such improvement 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 premisesalteration and/or upon Subtenant’s posting an additional security deposit with Sublandlord under Section 3 hereof. 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 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.

Improvements. 4.1 In taking possession of The improvements to be constructed by Landlord for Tenant's use in 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 Premises are set forth in detail on the attached Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and C. The work described in Exhibit C includes any additional improvements to the leased premises except as otherwise indicated Premises and/or the Common Area that may be required pursuant to Title 24 and Title III of the Americans with Disabilities Act of 1990, 42 U.S.C. section 12101 et. seq., and the regulations promulgated thereunder (the "ADA") by reason of the construction of the improvements in the Premises. In the event of changes to any of the work set forth in Exhibit C (whether such changes are required by any public agency, or by reason of any error or omission in plans because of information provided to Landlord by Tenant, or because requested in writing by Tenant and accepted in writing by Landlord), Tenant shall pay to Landlord Landlord's costs related to such changes before work in regard to such changes is commenced; provided, however, in no event shall Landlord's failure to demand such payment before commencement of work in regard to such changes, or Tenant's failure to pay for the same before commencement of work in regard to such changes be deemed to be a waiver of Landlord's right to require or enforce collection of such payment for changes at any time thereafter. Landlord's costs related to the obligation changes shall include, without limitation, all architectural, contractor, and engineering expenses, and the cost of Lessor under this Lease Agreementall building and other permits and inspection fees. All such improvements and alterations made Tenant acknowledges that Landlord or a person or entity related to Landlord and/or controlled by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of LessorLandlord may serve as Landlord's architect, shall be made engineer and/or contractor in good and workmanlike manner according regard to the terms, conditions above-described work 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 event of this term of this lease any changes, Landlord's costs shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedientinclude architect, with all costs of cleanup and disposal of goods abandoned engineering and/or contractor expenses at the leased premises rates charged to third parties by Landlord and/or such related person or entity for such services, unless otherwise expressly provided in this Lease. Since any construction work on the Premises by Tenant prior to substantial completion of the work required of Landlord pursuant to this Paragraph 2.2 may interfere with the work required of Landlord or with Landlord's ability to obtain a certificate of occupancy (or equivalent) therefor, any such work by Tenant shall be paid subject to the provisions of Paragraph 13.1 hereof, and Landlord may in its reasonable discretion withhold its consent to any such work 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 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 (i) Landlord shall deliver the Premises to Tenant in its “as-is” condition, without (A) any obligation on Landlord’s part to undertake or pay for any improvements or alterations therein, except as expressly provided below; or (B) any representations or warranties regarding the condition thereof. Notwithstanding the foregoing, Landlord shall construct a demising wall in the Premises in the location shown on Exhibit A-1 attached hereto (the “Demising Wall”). Landlord shall (1) construct the Demising Wall using Building standard materials selected by Landlord; (2) be obligated to paint the interior surface of the leased premisesDemising Wall within the Premises; and (3) not be obligated to construct the Demising Wall prior to the Commencement Date. Tenant shall, ▇▇▇▇▇▇ acknowledges at Tenant’s sole cost and expense subject, however, to application of the Improvement Allowance (as defined in the Work Agreement (hereinafter defined)), construct in the Premises the Tenant Improvements (as defined in the Work Agreement) described in the Work Agreement attached hereto as Exhibit B (the “Work Agreement”) in accordance with the terms and conditions of the Work Agreement. In the event that same were on Landlord and Tenant have not finally agreed upon the date scope and details of occupancy the Tenant Improvements as of the Effective Date, Tenant’s submissions to Landlord of plans and specifications detailing such work shall be subject to Landlord’s written approval in goodaccordance with the Work Agreement. The Tenant Improvements shall be subject to Landlord’s prior written approval, clean shall comply with all applicable building codes, laws and tenable conditionregulations (including, without limitation, the Americans with Disabilities Act), shall not require any changes to or modifications of any of the mechanical, electrical, plumbing or other systems of the Building, and shall otherwise be constructed in strict accordance with the terms of the Work Agreement. The cost of all design, architectural and engineering work, construction costs, construction supervision, contractors’ overhead and profit, licenses and permits, and all other costs and expenses incurred in connection with the Tenant Improvements shall be at Tenant’s sole cost and expense, subject only to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are application of the Improvement Allowance as more fully set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to in the leased premises except Work Agreement. Landlord shall disburse the Improvement Allowance as otherwise indicated to be provided in the obligation of Lessor under this Lease Work Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made costs incurred in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character respect of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor Tenant Improvements in connection with ▇▇▇▇▇▇'s improvement or alteration excess of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee Improvement Allowance shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇Tenant as provided in the Work Agreement. (ii) The parties expressly acknowledge and agree that Landlord may construct the Demising Wall (A) while Tenant and its contractors are constructing the Tenant Improvements in the Premises; or (B) at Landlord’s option, while Tenant is in occupancy of the Premises. Lessee Landlord shall not permit be responsible for any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%)damage to, or such greater amount as shall then be permitted inconvenience or interference with: (1) the performance by lawTenant and Tenant’s contractors of the Tenant Improvements, per annumor (2) Tenant’s operation of its business in the Premises which is allegedly caused by, or in connection with, Landlord’s construction of the Demising Wall.

Improvements. 4.1 In taking possession of the leased premises, ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in good, clean and tenable condition, subject only to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 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 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 Tenant represents that all improvements to the Second Additional Space shall be completed by Tenant within a reasonable time and Tenant will occupy the Second Additional Space on or before December 31, 1999. Tenant further agrees that: (A) Any and all improvements as to the Second Additional Space shall be constructed at the sole cost and expense of Tenant. Before starting any structural construction whatsoever, Tenant must obtain Landlord's written approval of all building plans, blueprints, contractors to be used and building, roof and floor penetrations and any changes made thereto after approval by Landlord or during construction which approval shall not be unreasonably withheld if the proposed improvements are reasonably related and appropriate to Tenant's business. In taking possession particular, Tenant agrees that Tenant shall use the following contractors for all initial construction work competitively priced and performed in the area of the leased premisestheir specialty: Centimark for all roof work, ▇▇Baron Welding Fabricators for curb cuts and ▇▇▇▇ acknowledges that same were for HVAC work excluding specialty air-conditioning work. Further, Landlord shall have thirty (30) days from receipt by Landlord in writing from Tenant of all complete building plans, blueprints, contractors to be used and a detailed plan of all building, roof and floor penetrations prior to Landlord's giving its approval or rejection and prior to Tenant beginning any construction. Landlord shall have ten (10) days from receipt by Landlord in writing from Tenant of any changes made during construction to approve or reject any such changes; and (B) Prior to any contractor providing any work on the date Second Additional Space, the contractor shall have executed a Stipulation versus Liens in form satisfactory to Landlord and cause it to be filed with the Office of occupancy in goodthe Northampton County Prothonotary at Easton, clean Pennsylvania; and (C) Tenant shall provide to Landlord evidence that each contractor has at all times adequate workmen's compensation insurance and tenable conditiongeneral liability insurance with companies, subject only coverages and dollar limits satisfactory to Landlord with Landlord named as an additional insured, together with a certificate from the insurer to the repairs effect that such insurance may not be canceled or improvements which Lessor has agreed substantially modified without at least thirty (30) days prior written notice to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are anyLandlord. 4.2 Lessee agrees 6. Tenant shall pay to make at its own expense all alterations and improvements to Landlord a security deposit consisting of one (1) month's rent for the leased premises except as otherwise indicated to be the obligation Second Additional Space of Lessor under [*] Dollars upon signing this Lease Agreement. All such improvements and alterations made by Lessee Second Addendum which shall be undertaken only upon advance approval [*] We are seeking confidential treatment 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 these terms, conditions which have been omitted. The confidential portion has been filed separately with the Securities and requirements set Exchange Commission. returned within thirty (30) days after the end of the term described herein in Section I of this Second Addendum. This security deposit shall not be used as the last month's rent by ▇▇▇▇▇▇ and its architect, Tenant and shall be in keeping with held without interest by Landlord as security for damages to the historical character Second Additional Space and as security for any violation of the building. All alterations and improvements performed on the leased premises lease by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premisesTenant. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annum.

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

Improvements. 4.1 In taking possession of This Section shall be replaced in its entirety by the leased premisesfollowing: "Tenant shall have the right, ▇▇▇▇▇▇ acknowledges that same were on at Tenant's expense, to make and install such improvements, additions, fixtures, equipment, and installations in the date of occupancy in good, clean and tenable conditionPremises as Tenant shall desire, subject only to the repairs Landlord's prior written consent, which consent shall not be unreasonably withheld. Tenant shall comply with all laws, rules, ordinances and directives applicable to all work performed by Tenant or improvements which Lessor on Tenant's behalf. Tenant shall obtain all required permits and approvals with respect to all such work, Tenant shall not commence any such work unless and until Tenant has agreed to make at Lessorcomplied with all of Landlord's expense and which are set forth on Exhibit "C" attached heretorequirements with respect thereto, 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 including, without limitation, requirements for insurance, mechanics lien waivers, 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 Lessorand approval of plans and specifications. All improvements, additions, fixtures, and installations (including the proposed canopy), other than movable equipment, including without limitation, items which approval shall not unreasonably be withheld. Lessee shall pay for all architecturalare an integral part of the Building or a building system (such as fixtures, engineering plumbing, and telephone, electrical 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 utility lines) shall be the property of Lessor. Lessee shallthe Landlord on termination of the Lease and may not be removed by Tenant." However, it is understood that the vault, ATM machines, night depositories, drive-thru equipment and other bank equipment placed in this location may be removed at its expenseTenant's expense or, remove ▇▇▇▇▇▇'s goods and effectsin the alternative, 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 may remain on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of the lease providing that it will be the responsibility and the expense of Tenant to restore the vacated area to Landlord's satisfaction. Section 10.2 Approvals Insert as 10.2.1 'Tenant's obligations under this term Lease are conditioned upon the approval of the Lease and the location of the premises by the Pennsylvania Department of Banking and the FDIC for which Tenant shall diligently apply following the signing hereof. In the event such approvals cannot be obtained, this lease Lease shall be deemed to have been abandoned void and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup deposits and disposal of goods abandoned at the leased premises to be rentals previously paid by ▇▇▇▇▇▇. 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 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 annumrefunded without offset."

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

Improvements. 4.1 In taking possession of Tenant shall improve the leased premises, ▇▇▇▇▇▇ acknowledges that same were on Premises in accordance with plans and specifications approved in advance by Landlord (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“Plans”), which approval shall not be unreasonably withheld or delayed (such improvements are referred to herein as the (“Improvements”). Tenant shall perform the Improvements at its own cost, subject to the Landlord’s Contribution (hereinafter defined). Tenant shall cause the Plans to be withheldprepared, at Tenant’s cost. Lessee Tenant shall pay cause any plans for all architecturalany mechanical, engineering electrical and other services plumbing work to be prepared by Landlord’s engineers. Tenant shall furnish the initial draft of the Plans to Landlord for its review and all costs incurred by Lessor in connection with approval. Landlord shall within seven (7) days after receipt either provide comments to such Plans or approve the same and ▇▇▇▇▇▇'s improvement or alteration ▇▇’s failure to timely respond shall be deemed approval. If Landlord provides Tenant with comments to the initial draft of the leased premisesPlans, including the workTenant shall provide revised Plans to Landlord incorporating Landlord’s comments within seven (7) days after receipt of Landlord’s comments. Landlord shall within seven (7) days after receipt then either provide comments to such revised Plans or approve such Plans. The process described above shall be repeated, if anynecessary, of until the Plans have been finally approved by Landlord. The Improvements shall be performed by a contractor (the “Contractor”) reasonably acceptable to Landlord, which approval shall not be unreasonably withheld or delayed. Tenant hereby agrees that the Plans for the Improvements shall comply with all applicable laws and regulations. ▇▇▇▇▇▇'s engineer▇▇’s approval of any of the Plans (or any modifications or changes thereto) shall not impose upon Landlord or its agents or representatives any obligation with respect to the design of the Improvements or the compliance of such Improvements or the Plans with applicable laws and regulations. All Improvements shall be constructed in a good and workmanlike manner, architect and only good grades of material shall be used. All Improvements shall be performed in such a fashion and by such means as necessary to maintain a professional work environment in the areas surrounding the space to be improved. Tenant shall only use labor that will work in peace and harmony with other contractors and workers serving the Building in constructing the Improvements. Tenant shall avoid actions which interfere with or delay the activities of other contractors serving the Building and other agents connected therewithtenants. Prior Tenant shall permit Landlord to undertaking any alterations or improvements to the leased premises, Lessee shall obtain observe 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 premisesmonitor all 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 The improvements to be constructed by Landlord for Tenant’s use in 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 Premises are set forth in detail or referred to on or in the Improvement Agreement attached hereto as Exhibit "C and incorporated herein by reference. Landlord and Tenant shall perform all obligations imposed on Tenant in Exhibit C" , if any. In the event of changes to any of the work set forth in Exhibit C (to the extent required by reason of any error or omission in plans because of information provided to Landlord by Tenant, or because requested in writing by Tenant and accepted in writing by Landlord) which, after taking into account the effect of any such prior changes, results in a net increase in the cost of constructing the Initial Improvements (as defined in Exhibit C attached hereto), if there are any. 4.2 Lessee agrees Tenant shall pay to make Landlord an amount equal to such increased costs related to such changes before work in regard to such changes is commenced; provided, however, in no event shall Landlord’s failure to demand such payment before commencement of work in regard to such changes, or Tenant’s failure to pay for the same before commencement of work in regard to such changes be deemed to be a waiver of Landlord’s right to require or enforce collection of such payment for changes at its own expense all alterations and improvements any time thereafter. Landlord’s costs related 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 changes shall be undertaken only upon advance approval of Lessorinclude, shall be made under the supervisionwithout limitation, 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, contractor, and engineering expenses, and the cost of all building and other services permits and all costs incurred inspection fees. Tenant acknowledges that Landlord or a person or entity related to Landlord and/or controlled by Lessor Landlord may serve as Landlord’s architect, engineer and/or contractor 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 regard to the leased premises, Lessee shall obtain above-described work 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 event of this term of this lease any changes, Landlord’s costs shall be deemed to have been abandoned include architect, engineering and/or contractor expenses at the rates customarily charged to third parties by Landlord and/or such related person or entity for such services, unless otherwise expressly provided in this Lease. Since any construction work on the Premises by Tenant prior to substantial completion of the work required of Landlord pursuant to this Paragraph 2.2 may interfere with the work required of Landlord or with Landlord’s ability to obtain a certificate of occupancy (or equivalent) therefor, any such work by Tenant which would so interfere shall be subject to the provisions of Paragraph 13.1 hereof, and shall become Landlord may in its reasonable discretion withhold its consent to any such work by Tenant. Notwithstanding the property foregoing, Landlord and Tenant agree that not later than four (4) weeks prior to the substantial completion of Lessor the Initial Improvements to be disposed constructed by Landlord in the Premises pursuant to the terms of as Lessor deems expedientExhibit C attached hereto, Tenant and its contractors may enter the Premises to install its fixtures and manufacturing floor and install Tenant’s furniture and furnishings and telephone and telecommunication wiring and cabling in the Premises and to place inventory prior to the Commencement Date. Landlord and Tenant agree to exercise reasonable effort to cause their respective contractors to reasonably cooperate with all costs one another to coordinate their construction schedules so that Tenant may install warehouse or manufacturing equipment required for timely start of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee operations; provided, however, Tenant agrees that such entry shall not permit any mechanic's interfere with or materialmen's liens delay the completion of the construction or installation of the Initial Improvements referred 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 annumin Exhibit C attached hereto.

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

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

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

Improvements. 4.1 In taking possession of the leased premises, ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in good, clean and tenable condition, subject only Subject to the repairs or improvements which Lessor has agreed to make at Lessor's expense written approval, which approval may relate to design, location, construction methods, and which are set forth on Exhibit "C" attached heretoinstallation procedures but shall not in any event be unreasonably withheld, 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 subject to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architectprovisions, and shall be in keeping with conditions of this Agreement, Lessee may construct or place upon the historical character Leased Premises, at Lessee's sole expense, improvements required by Lessee ("Lessee Improvements") for the purpose of furthering Lessee's permitted use of the buildingLeased Premises. All alterations Absent agreement of Lessor 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 Agreementcontrary, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and Improvements shall be the property of Lessor. ; provided that, Lessee shallImprovements shall not include trade fixtures or moveable equipment installed by Lessee (the ''Lessee Property''), 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 which shall be deemed to have been abandoned and shall become remain 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 remove, move to a different Facility or dispose of any mechanicof the assets or improvements at the Leased Premises (including the Lessee Improvements, but excluding the Lessee Property) without the prior written approval of Lessor, which may be withheld in Lessor's or materialmen's liens sole discretion. Lessee shall notify Lessor within three days of any damage to stand against any part of the leased premises or against Leased Premises. Lessee shall have the Central School right to install 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 maintain signage at the Leased Premises at Lessee's acts hereundersole cost and expense (including but not limited to construction costs, pay permits and discharge same licensing fees) and in conformity with all applicable laws, restrictive covenants, ordinances, rules and regulations; provided that such amounts signage shall become due only relate to Lessee's occupancy of and payable to Lessor from operations on the Leased Premises. Upon the expiration or earlier termination of this Agreement, Lessee with interest shall remove all signage and repair any damage caused therefrom at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annumLessee's sole cost and expense.

Improvements. 4.1 In taking possession Prior to the Commencement Date, subject to the terms and conditions of this Section 1.1.1., Landlord shall complete the following Improvements to the Premises at Landlord’s sole expense, pursuant to plans and specifications approved by Landlord in Landlord’s sole and absolute discretion and using Building standard materials: a) Repaint the interior walls of the leased premisesPremises that were previously painted, ▇▇▇▇▇▇ using Building standard materials and a maximum of two (2) coats of paint, in a single color reasonably acceptable to Tenant (the “Paint”); and b) Furnish and install new carpet in the Premises, using Building standard materials in a single color that is reasonably acceptable to Tenant (the “Carpet”) (the Paint and the Carpet collectively, the “Improvements”). Within three (3) business days after the full execution and mutual delivery of this Lease, Landlord shall provide Tenant with the following: (a) the choices for the Paint from which Tenant may choose, and (b) the choices for the Carpet from which Tenant may choose, (collectively, the “Finishes Package”). Within three (3) business days after Tenant’s receipt of the full Finishes Package, Tenant shall provide Landlord with its Paint selection and its Carpet selection. Tenant acknowledges that same were on (i) Landlord shall not be obligated to commence the date of occupancy in good, clean and tenable condition, subject only Improvements prior to the repairs or improvements which Lessor has agreed full execution and mutual delivery of this Lease, and (ii) Tenant shall be subject to a Tenant Delay if it fails to fully and timely satisfy its obligations set forth in this Paragraph. Encino Terrace / Research Solutions, Inc. / MK / December 29, 2016 ____ ____ ____ ____ Initial Initial Initial Initial If Tenant elects 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 other improvements to the leased premises except as otherwise indicated Premises during the Term (not including the Additional Improvements Allowance set forth in Section 1.1.2 below), the same shall be considered a Tenant Change, to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made completed by Lessee shall be undertaken only upon advance approval of LessorTenant, shall be made under the supervisionat Tenant's sole expense, direction and control of Lessor's architect, shall be made in good and workmanlike manner according pursuant to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character provisions 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 Article 12 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 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 As soon as reasonably practicable after execution of this Lease, Lessor shall commence the leased premisesImprovements described in the Work Letter, Exhibit ▇▇▇▇▇▇ 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 make all Improvements in the Work Letter, the cost allocation of which is as set forth in Exhibit B, using properly licensed, insured and subcontractors bonded contractors, in accordance with plans and specifications approved by Lessorthe Charter School, which approval shall not unreasonably be withheld. Lessee shall pay for all architecturalPSFA, engineering and other services and all costs incurred other required governmental authorities. The Improvements shall be based on the Plans and Specifications which are designed and constructed to meet all requirements for Educational Occupancy (“E-Occupancy”) in the International Building Code, and to meet all applicable Statewide Adequacy Requirements. The Improvements shall be constructed by Lessor in connection with the date set forth on Exhibit B, ready for certification for Charter School’s occupancy by all required authorities. Upon completion of the Improvements and issuance of a Certificate of Occupancy, the Charter School shall take possession of the Improvements and all construction warranties shall be assigned to the Charter School. ▇▇▇▇▇▇ ACKNOWLEDGES AND AGREES THAT THE PLANS AND SPECIFICATIONS WILL BE PREPARED JOINTLY WITH ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the workAND THAT IT HAS BEEN AFFORDED THE FULL OPPORTUNITY TO COMMENT ON AND APPROVE THE PLANS AND SPECIFICATIONS. WITH REGARD TO THE IMPROVEMENTS DESCRIBED IN EXHIBIT B AND CONSTRUCTED BY LESSOR, if anyLESSEE WAIVES ITS RIGHT TO RECOVER FROM, of ▇▇▇▇▇▇'s engineerAND FOREVER RELEASES AND DISCHARGES THE LESSOR PARTIES (DEFINED BELOW) FROM ANY AND ALL CLAIMS (DEFINED BELOW) THAT MAY ARISE ON ACCOUNT OF OR IN ANY WAY BE CONNECTED WITH THE CONSTRUCTION OF THE BUILDING OR IMPROVEMENTS IN ACCORDANCE WITH THE PLANS AND SPECIFICATIONS, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premisesINCLUDING, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish laborBY WAY OF EXAMPLE ONLY AND WITHOUT LIMITATION, materials or services to the lease premises. 4.3 At the expiration or termination of the term of this Lease AgreementTHAT THE BUILDING, 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 shallIMPROVEMENTS OR PROPERTY OR ANY PART THEREOF (A) IS NOT IN COMPLIANCE WITH ANY RULE OR REGULATION IMPOSED BY THE PSFA AT THE TIME OF CONSTRUCTION, at its expense(B) DOES NOT MEET EDUCATIONAL OCCUPANCY REQUIREMENTS OF THE GOVERNMENTAL AUTHORITIES WITH JURISDICTION AND THE STATEWIDE ADEQUACY STANDARDS FOR NEW MEXICO PUBLIC SCHOOLS AS CONTEMPLATED BY NMSA 1978, 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%§22-8B-4.2(D)(2), or such greater amount as shall then be permitted by law, per annum.AT THE TIME OF CONSTRUCTION (C) DOES NOT MEET ALL E-OCCUPANCY REQUIREMENTS OR

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

Improvements. 4.1 In taking possession (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 (a) Tenant acknowledges that it has had the opportunity to inspect the Premises and agrees to accept the Premises in its current "as is" condition; provided, however, that Landlord shall provide an allowance (the "Initial Refurbishment Allowance") to Tenant to refurbish and repair the Premises, in the amount of Twenty-Six Thousand Two Hundred Twelve and No/100 Dollars ($26,212.00); provided, however, that the Initial Refurbishment Allowance shall only be used for the repair, maintenance, replacement or new construction of tenant improvements located and constructed upon the Premises. Tenant shall be entitled to disbursements from the Initial Refurbishment Allowance within thirty (30) days after submitting a written request to the Landlord together with evidence of Tenant's payment(s), and applicable mechanic's lien releases reasonably acceptable to Landlord. Any request for disbursement from the Initial Refurbishment Allowance shall not be less than Three Thousand and No/100 Dollars ($3,000.00) excluding any final request necessary to cause a disbursement of the leased premisesremaining balance of the Initial Refurbishment Allowance. In the event the Tenant does not use the Initial Refurbishment Allowance on or before March 31, ▇▇▇▇▇▇ acknowledges that same were on 2001, Tenant shall not be entitled to any payment of the date unused portion 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 anyInitial Refurbishment Allowance. 4.2 Lessee agrees to make at (b) In the event the Tenant does not exercise either the Partial Termination Option (hereinafter defined) and provided that Tenant has performed all of its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor obligations under this Lease AgreementLease, Landlord shall provide, after November 1, 2000, an allowance (the "Additional Refurbishment Allowance") to Tenant to refurbish and repair the Premises, in the amount of Fifty-Two Thousand Four Hundred Twenty-Four and No/100 Dollars ($52,424.00); provided, however, that the Additional Refurbishment Allowance shall only be used for the repair, maintenance, replacement or new construction of tenant improvements located and constructed upon the Premises. All such improvements and alterations made by Lessee Tenant shall be undertaken only upon advance approval entitled to disbursements from the Additional Refurbishment Allowance within thirty (30) days after submitting a written request to Landlord together with evidence of Lessor, shall be made under the supervision, direction and control of LessorTenant's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architectpayment(s), and applicable mechanic's lien releases reasonably acceptable to Landlord. Any request for disbursement from the Additional Refurbishment Allowance shall not be in keeping with the historical character less than Five Thousand and No/100 Dollars ($5,000.00) excluding any final request necessary to cause a disbursement of the buildingremaining balance of the Initial Refurbishment Allowance. All alterations and improvements performed In the event the Tenant does not use the Additional Refurbishment Allowance on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessoror before March 31, which approval 2001, Tenant 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 entitled to any payment 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 unused portion 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 annumAdditional Refurbishment Allowance.

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

Improvements. 4.1 In taking possession of the leased premises, ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in good, clean and tenable condition, subject only to the repairs No alteration or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the termsSubleased Premises, conditions and requirements set by ▇▇▇▇▇▇ and its architectexcept in accordance with the Master Lease, and shall be in keeping with the historical character prior written consent of both Master Lessor and Sublessor. Except in the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessorevent of a termination of this Sublease due to a Sublessee default, which approval Sublessor 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 require the removal 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 made by Sublessee unless Master Lessor requires such removal, in which event Sublessor shall have the same rights to require removal as Master Lessor. Subject to the leased premisesterms and conditions of this paragraph, 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 Sublessor hereby approves in concept Sublessee’s proposed alterations to the lease premises. 4.3 At the expiration extent described on Exhibit C attached hereto (“Sublessee’s Initial Alterations”); provided, that, (i) such approval is conditioned upon receipt of Master Lessor’s approval of Sublessee’s Initial Alterations, and, Master Lessor’s disapproval of all or termination any portion 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 Sublessee’s Initial Alterations shall be deemed to have been abandoned constitute Sublessor’s disapproval thereof, (ii) Sublessor’s approval shall not constitute its approval of elements of Sublessee’s Initial Alterations not described on Exhibit C attached hereto or approval of any further plans, specifications, drawings, permits, contractors, budgets or other matters related to Sublessee’s Initial Alterations that require approval of either Sublessee or Master Lessor under the Sublease or Master Lease, and, all such further consents and approvals shall become the property of Lessor continue to be disposed required pursuant to the terms of the Master Lease and the Sublease, and (iii) Sublessor’s approval above shall be deemed subject to any terms and conditions of Master Lessor’s approval of Sublessee’s Initial Alterations as Lessor deems expedient, well as Sublessee’s compliance with all costs of cleanup the terms and disposal conditions of goods abandoned at the leased premises Sublease and the Master Lease related 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 annumSublessee’s Initial Alterations.

Improvements. 4.1 In taking Landlord shall use reasonable diligence to deliver possession of the leased premises, ▇▇▇▇▇▇ acknowledges that same were Demised Premises ready for Tenant’s occupancy on the date of occupancy in goodCommencement Date subject, clean and tenable conditionhowever, 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 covenants set by ▇▇▇▇▇▇ forth in the work letter (“Work Letter”) attached hereto as Exhibit “B” and its architectmade a part thereof (the facilities, material 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, to be furnished, installed and performed in the Demised Premises by Landlord at its expense under the terms of ▇▇▇▇▇▇'s engineer, architect Exhibit “B” are hereinafter and other agents connected therewith. Prior in Exhibit “B” referred to undertaking any alterations or as “Landlord’s Work” and the improvements being installed pursuant to the leased premises, Lessee shall obtain and deliver Work Letter being referred to Lessor a valid waiver and release of mechanic's liens by each party who will furnish laboras the “Tenant Improvements”). Such other installations, materials and work, if any, as may be undertaken by or services for the account of Tenant to complete, equip, decorate and furnish the lease premises. 4.3 At the expiration or termination of the term of this Lease AgreementDemised Premises for Tenant’s occupancy, all improvements are hereinafter and alterations in Exhibit “B” referred to as “Tenant’s Work”). Improvements, if any, to be made to the leased premises Demised 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 Landlord are specifically set forth in the leased premises at Work Letter and there are no others. All improvements made to the expiration Demised Premises, whether by Landlord or termination of this term of this lease shall be deemed to have been abandoned and shall Tenant, will become the property of Lessor Landlord when attached to or incorporated into the Demised Premises. Such property will remain the property of Landlord upon termination of this Lease, except for improvements that Landlord requires that Tenant remove, as provided for herein. The taking of possession by Tenant (or any permitted assignee or subtenant of Tenant) of all or any portion of the Demised Premises for the conduct of business will be disposed deemed to mean that Tenant has found the Demised Premises, and all of as Lessor deems expedienttheir fixtures and equipment, 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 annumacceptable.

Improvements. 4.1 In taking possession (a) Each party is the owner of its intellectual property rights, such as patents, patent applications, copyrights, know-how, trade secrets, registered designs, utility models and any similar protected rights anywhere in the world, which exist at such party as of the leased premisesEffective Date hereof, ▇▇▇▇▇▇ acknowledges that same or which are independently created by such party without reference to or use of the other party’s Confidential Information (“Background IP Rights”). Other than as expressly set forth in this Agreement, no license, express or implied, is provided to either party’s Background IP Rights. (b) Any Improvement made by or on behalf of Interleukin during the License Term (“Interleukin Improvement”) will be owned by Interleukin. Any Improvement made by or on behalf of Access during the License Term (“Access Improvement”) will be owned by Access. Any Improvement made jointly by, or on behalf of, Interleukin and Access during the License Term (“Joint Improvements”) shall be jointly owned by Interleukin and Access; provided, for avoidance of doubt, if such Improvements were on made subject to a separate agreement between the date parties, then the terms of occupancy in good, clean and tenable condition, subject only such agreement shall govern with respect to such Improvements. Each party will disclose any Improvement made by it to the repairs other party promptly after a patent application with respect to such Improvement has been filed or improvements the Improvement has been reduced to practice, whichever is earlier. Interleukin will have the right to control the obtaining and maintaining of patents on Joint Improvements and will use reasonable efforts to keep Access advised of all material actions with respect thereto. Interleukin will advise Access in writing (“Interleukin Notice”) of the jurisdictions in which Lessor has agreed it proposes to make at Lessor's expense seek patent protection for a Joint Improvement sufficiently in advance of any irredeemable loss of rights such that Access may in writing advise Interleukin of additional jurisdictions in which Access wants patent protection for such Joint Improvement (“Access Notice”), and which are set forth Interleukin will consider such requests in good faith. Any patent obtained on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements a Joint Improvement will be jointly owned. Each party hereby grants to the leased premises other party all rights to exploit any jointly-owned patent claiming a Joint Improvement to the fullest extent without accounting to the other party except as otherwise indicated expressly provided herein, but for avoidance of doubt, the foregoing grant shall not grant or imply any licenses to be the obligation any other patents or technology of Lessor under this Lease Agreementeither party. All such improvements The parties will share equally all reasonable costs associated with obtaining and alterations made maintaining patents on Joint Improvements; Access will reimburse Interleukin for one-half of all costs incurred, within 60 days after receipt of an invoice therefor. One party, 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 written notice to the termsother party, conditions and requirements set by ▇▇▇▇▇▇ and may elect not to continue to share in such costs for a particular jointly owned patent or patent application. The one party will assign its architect, and shall be entire interest 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 such patent 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 patent application to the leased premises, Lessee shall obtain and deliver to Lessor other party promptly after receipt from the other party of a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premiseswritten request therefor. 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 Except for the leased premisesSublandlord Improvements, ▇▇▇▇▇▇ Subtenant 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 Subtenant shall be solely liable for constructing improvements to the leased premises except as otherwise indicated Sublease Premises. Except for the Sublandlord Improvements, Sublandlord is not obligated to be the obligation of Lessor under this Lease Agreement. All such make any 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 Sublease Premises. Prior to commencing the construction of any work or alterations 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 workSublease Premises, 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 Subtenant will deliver to Lessor a valid waiver Sublandlord full, complete working drawings and release of mechanic's liens by each party who will furnish labor, materials or services to specifications for the lease premises. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made Subtenant desires to construct in the Sublease Premises, as well as the names, addresses, and qualifications of all prospective architects, engineers, and licensed, insured and bonded contractors which Subtenant intends to use for performance of the Sublease Premises improvements (collectively, the “TI Materials”). All such construction, including such drawings and specifications, design professionals, and contractors, are subject to Prime Landlord’s prior written approval in accordance with Prime Landlord’s requirements as may be included in the Prime Lease or otherwise, and further subject to Sublandlord’s prior written approval. Sublandlord has no control over the approval process and Prime Landlord’s decision to approve the TI Materials, Plans and Specifications, Subtenant Improvements, and the Contractor(s) is solely at its discretion; further, Sublandlord’s decision to approve the TI Materials, Plans and Specifications, Subtenant Improvements, and the Contractor(s) shall be solely at Sublandlord’s discretion. For purposes of this Sublease, the approved (by Prime Landlord and by Sublandlord) working drawings and specifications are referred to as the “Plans and Specifications,” the improvements shown thereon are referred to as the “Subtenant Improvements,” and the approved (by Prime Landlord and by Sublandlord) general contractor is referred to as the “Contractor.” Before commencing any Subtenant Improvements, Subtenant will deliver to Sublandlord certificates evidencing proof of insurance of the type required below, as well as copies of all necessary permits and licenses and anything else required by Sublandlord. Throughout the performance and construction of the Subtenant Improvements, Subtenant shall maintain in full force and effect builder's “all risk” insurance and general liability insurance in amounts, types, and with carriers reasonably acceptable to Prime Landlord and to Sublandlord, as well as workers' compensation coverage as required by law. Such insurance policies shall name Prime Landlord, Sublandlord and such additional parties as Prime Landlord and Sublandlord may reasonably request, provided such beneficiary designation is allowed under the Prime Lease, as additional insureds. In all events, Subtenant shall cause the Subtenant Improvements to be constructed (a) promptly by the approved Contractor, (b) in a good and workmanlike manner, (c) in compliance with all Applicable Laws (hereafter defined), permits, licenses and insurance requirements, (d) in full compliance with all of the reasonable rules and regulations applicable to third party contractors and suppliers performing work at the Property, (e) in compliance with any security requirements of Sublandlord or Prime Landlord, (f) subject to the leased premises by Lessee shall remain approval of Sublandlord and Prime Landlord, (g) in compliance with the leased premises Prime Lease and shall be in exact conformance with the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods Plans and effects, including trade fixtures, machinerySpecifications, and equipment(h) entirely at Subtenant's sole cost and expense. Sublandlord and Prime Landlord may, but are not required to, oversee and/or inspect the construction of the Subtenant Improvements. Immediately after completing the Subtenant Improvements, Subtenant shall furnish Sublandlord 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 Prime Landlord with a certificate of occupancy, reasonable wear Contractor affidavits as required by Applicable Laws (hereafter defined) and tear exceptedSublandlord, full and final lien waivers (sufficient under Texas law to extinguish all lien rights), and receipted bills covering all labor and materials expended and used in connection with the Subtenant Improvements. Any property left Subtenant hereby releases and will indemnify, protect, defend (with counsel reasonably acceptable to Sublandlord), and hold harmless Sublandlord, Prime Landlord, and their respective agents and employees from and against any and all claims, damages, causes of action, liabilities, or expenses in any manner relating to or arising out of any work performed, materials furnished, or obligations incurred by or for Subtenant or any person or entity claiming by, through, or under Subtenant, in connection with all Subtenant Improvements. Notwithstanding Prime Landlord’s or Sublandlord’s approval or acceptance of any TI Materials, Plans and Specifications, Contractor(s), or Subtenant Improvements, such approval or acceptance shall not constitute nor be deemed a release of the responsibility and liability of Subtenant, its owners, officers, employees, professional consultants, contractors, representatives, and agents for the accuracy and competency of the same and the services provided or the work performed, nor shall such approval or acceptance be deemed to be an assumption of or an indemnification for such responsibility or liability by Prime Landlord or by Sublandlord for any defect, error or omission in the leased premises same, it being understood that Sublandlord shall be and remain at all times fully responsible and liable for the same. In connection with Subtenant's Improvements to the Sublease Premises, at the Expiration Date or upon the earlier termination of this Sublease, Sublandlord may require that Subtenant remove any or all of such Subtenant’s Improvements and restore the Sublease Premises to the condition existing prior to the making of the same. The provisions of this paragraph shall survive 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 annumSublease.

Improvements. 4.1 In taking possession Landlord shall be responsible for the cost of preparation of the leased premisesinitial floor plan for Tenant's Improvements prepared by Dacon and the cost breakdown of the floorplan. Notwithstanding the foregoing, ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in good, clean and tenable condition, subject only Tenant may not make structural or non-structural Improvements to the repairs Premises (or improvements create additional access points to common areas in the Building) without Landlord's prior written consent which Lessor has agreed consent with respect to make at Lessornon-structural Improvements shall not be unreasonably withheld or delayed. Landlord may require, without limitation, that Tenant submit to Landlord in advance for Landlord's expense approval detailed plans and which are set forth on Exhibit "C" attached heretospecifications describing Tenant's Improvements. Landlord shall present any objection to such plans and specifications within thirty (30) days after their receipt by Landlord. Upon approval of such plans and specifications by Landlord, 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 AgreementTenant shall construct Tenant's Improvements. All such improvements and alterations made work by Lessee Tenant shall be undertaken only upon advance approval of Lessordone at Tenant's own cost (subject to Section 3.5 hereof), shall be made under the supervision, direction and control of Lessor's architect, shall be made in a good and workmanlike manner according to the termsmanner, conditions using first-class materials and requirements set by ▇▇▇▇▇▇ in accordance with all Laws and its architectInsurance Regulations, and shall be in keeping with any work which affects the historical character structure of the building. All alterations and improvements performed on Building or the leased premises by ▇▇▇▇▇▇ Building systems shall be performed by competent contractors and subcontractors approved by Lessorso as not, which approval shall not unreasonably be withheldin Landlord's sole judgment, to adversely affect same. Lessee Tenant shall pay when due all charges for all architectural, engineering labor and other services and all costs incurred by Lessor materials in connection with ▇▇▇▇▇▇any work on the Premises. Tenant shall furnish indemnification bonds against performance, liens, costs, damages and expenses in form and amount satisfactory to Landlord. Tenant's improvement or alteration Improvements shall be deemed Improvements. At the end 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 AgreementLease, 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 Tenant shall, at its expensethe option of Landlord, remove ▇▇▇▇▇▇any and all of Tenant's goods Improvements and effects, including trade fixtures, machinery, and equipment, and quit and deliver up restore the leased premises Premises to Lessor, peaceably and quietly in as good order their original configuration and condition as same were in on the original date of occupancy, (reasonable wear and tear excepted. Any property left ) to the installation of Tenant's Improvements including, without limitation, cutting, capping and disconnecting pipes and wires constituting Tenant's Improvements and sealing them off in a safe and lawful manner flush with the applicable wall, floor or ceiling, and redecorating the area consistent with the Improvements in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annumPremises.

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

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

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

Improvements. 4.1 In taking possession No alteration or improvements shall be made to the Subleased Premises, except in accordance with the Master Lease and the Tenant Work Letter (as defined below), as incorporated herein. Sublessee shall be entitled to receive and use the “Tenant Improvement Allowance” in the amount of Forty-Two Dollars ($42) per rentable square foot of the leased premisesSubleased Premises as provided in and subject to the terms of that certain Tenant Work Letter attached as Exhibit B to the Tenth Amendment (to the extent incorporated herein by reference) (the “Tenant Work Letter”). For purposes of Sublessee’s Tenant Improvements, as defined in and to be performed pursuant to the Tenant Work Letter, Sublessee’s representative with respect to the matters set forth in such Tenant Work Letter, who shall have full authority and responsibility to act on behalf of Sublessee as required in such Tenant Work Letter, 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. Subject to Master Lessor’s consent, and shall be Sublessee may use the Tenant Improvement Allowance to install, among other amenities, a kitchen area in keeping accordance with the historical character “Final Space Plan” (as defined in the Tenant Work Letter). Sublessor shall cooperate with Sublessee to obtain the agreement 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 Master Lessor in connection with Master ▇▇▇▇▇▇'s improvement or alteration ’s Consent to make payments of the leased premises, including the workTenant Improvement Allowance directly to Sublessee and, if anyMaster Lessor does not agree to make payments of the Tenant Improvement Allowance directly to Sublessee, Sublessor shall promptly request such payments from Master Lessor and forward all payments of ▇▇▇▇▇▇'s engineerthe Tenant Improvement Allowance from Master Lessor to Sublessee promptly upon receipt. The parties agree that in the event either Master Lessor or Sublessor, architect and other agents connected therewith. Prior as the case may be, fails to undertaking disburse the Tenant Improvement Allowance to Sublessee in accordance with the terms of Section 2.2 of the Tenant Work Letter or the preceding sentence of this Paragraph 12, as applicable, Sublessee’s right to offset any alterations or improvements undisbursed amounts shall apply to Rent payable by Sublessee hereunder, pursuant to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release terms 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 2.4 of the term of this Lease AgreementTenant Work Letter, 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 annumincorporated herein.

Improvements. 4.1 In taking possession As used in this Lease, "Improvements" shall mean any alterations, additions, installations, improvements or changes of any kind to the Premises, including the Tenant Improvement Work, the Renewal Improvements (referenced in Paragraph 38), the Improvements in the Expansion Space (referenced in Paragraph 39), and the Improvements in the Additional Expansion Space (referenced in Paragraph 40) . No Improvements shall be made in or to the Premises without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, provided, however, that after the initial Tenant Improvements Work is constructed and other than the initial Improvements to the Expansion Space and Additional Expansion Space and the refurbishment of the leased premisesImprovements upon renewal, Tenant shall have the right during the Lease Term, without obtaining Landlord's prior written consent, to make minor cosmetic changes (e.g. painting and carpeting) to the Improvements, which changes do not cost more than $7,500 and which do not alter or affect the Building structure or base Building mechanical, electrical and plumbing systems and which do not move partition walls or doors. The provisions of Exhibit B shall apply to the construction of the initial and any future Improvements. All Improvements shall become the property of Landlord, and shall be surrendered with the Premises, at the expiration or earlier termination of the Lease Term, provided, however, that, if Tenant is not in default, Tenant shall have the right to remove, prior to the expiration or earlier termination of the Lease Term, all movable furniture, furnishings and equipment in the Premises solely at Tenant's expense. Landlord shall have the right to repair at Tenant's expense all damage and injury to the Premises caused by such removal or to require Tenant to do the same. If any such furniture, furnishings or equipment is not removed by Tenant prior to the expiration or earlier termination of the Lease Term, then, five (5) days after written notice is delivered to Tenant, the same shall become Landlord's property and shall be surrendered with the Premises as a part thereof and Landlord may remove or dispose of such property at Tenant's expense. If any mechanic's lien is filed against the Premises, the Building or the real property of which the Premises are a part for work claimed to have been done for or materials claimed to have been furnished to Tenant, it shall be discharged by Tenant within fifteen (15) days after Tenant's receipt of notice thereof, at Tenant's sole cost and expense, by the payment thereof or by filing any bond required by law. If Tenant shall fail to discharge any such mechanic's lien as required by this ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ 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 shallmay, at its expenseoption, remove ▇▇▇▇▇▇'s goods discharge the same 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 cost thereof shall be Additional Rent due from Tenant with the original date monthly installment 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 Base Rent next becoming due; it hereby being expressly agreed that such discharge by Landlord shall not 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%)waive, or such greater amount as shall then be permitted by lawrelease, per annumthe default of Tenant in not discharging the same.

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

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

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

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

Improvements. 4.1 In taking possession 3.01 - The parties have initialled Outline Specifications, Building Standard Workletter and Standard Allowance for Credits and Extras identified collectively as Exhibit "C", a copy of which is attached hereto, describing improvements to be provided and installed by Landlord at its expense, and Landlord agrees to perform the leased premises, ▇▇▇▇▇▇ acknowledges that same were on work and make the date of occupancy installations in good, clean and tenable condition, subject only to the repairs or improvements which Lessor has agreed to make at Lessor's expense and Premises which are set forth on in Exhibit "C". The premises will be considered as "ready for occupancy" attached heretoon the date on which Landlord shall have substantially completed all work to be performed by Landlord pursuant to Exhibit "C", if there are anyand upon the receipt of Certificate of Occupancy. 4.2 Lessee agrees 3.02 - Within twenty (20) days of the execution of this Lease, Tenant shall submit to make Landlord a plan for the Premises (hereinafter referred to as "Tenant's Plan") containing all designations and selections required to be made by Tenant in connection with Landlord's installations pursuant to Exhibit "C". 3.03 - Landlord shall prepare the Premises for Tenant in accordance with Tenant's Plan and the provisions of this Article 3, and Landlord's general contractor shall schedule the performance of said work in such a manner as it considers proper for the rapid completion thereof. Tenant may, at its own expense all alterations expense, select and improvements employ its own contractors for finishing work, such as carpeting, cabinet work, millwork, draperies, installation of special equipment or decorations (hereinafter called "Tenant's Work"), provided (i) Tenant advises Landlord in writing of its intention to the leased premises except as otherwise indicated do so prior to be the obligation commencement of Lessor under this Lease Agreement. All any 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 architectwork, and (ii) the contractors and sub-contractors employed by Tenant shall be have been previously approved by Landlord, and it is hereby agreed and understood that Tenant shall not employ any contractor while, in keeping Landlord's reasonable opinion, may prejudice Landlord's negotiations or relationship with the historical character of the buildingLandlord's contractors or sub-contractors or as may disturb harmonious labor relations. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ In no event shall be performed by competent any contractors and subcontractors approved by Lessorperforming Tenant's Work file any mechanics lien against the Building and /or Parcel of Landlord, which approval shall not unreasonably be withheld. Lessee shall pay for all architecturaland Tenant hereby protects, engineering defends, indemnifies and other services saves Landlord harmless of and all from any damages, costs or expenses incurred by Lessor Landlord in connection with ▇▇▇▇▇▇such mechanics liens. Tenant and its contractor shall be responsible for transportation, safekeeping and storage of materials and equipment used in the performance of Tenant's improvement or alteration Work and for the removal of waste and debris resulting from the leased premisesperformance of Tenant's Work and Landlord shall not be responsible for, including but will cooperative with Tenant, in the workcoordination of work of Landlord's contractors with the work of Tenant's contractors. Without specific charge being made therefore, if anyLandlord shall allow Tenant and its contractors during normal working hours to use utilities, to the extent available, as may be reasonably required in the Premises for the performance of ▇▇▇▇▇▇Tenant's engineer, architect and other agents connected therewithWork. Prior to undertaking any alterations or improvements to the leased premisescommencement of Tenant's Work, Lessee Tenant 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 shallmaintain, at its expense, remove ▇▇▇▇▇▇Worker's goods Compensation and effects, including trade fixtures, machinery, Bodily Injury and equipment, Property Damage Public Liability Insurance and quit and deliver up so called "Builder's Risk" insurance (all such insurance shall conform to the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date requirements 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 Article 11 hereof) and shall become the property of Lessor submit Certificates as evidence thereof 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 The parties have agreed that Tenant shall bear the cost of the leased premises, ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in good, clean and tenable condition, subject only to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises Premises as described herein, and for expediency and efficiency, the parties have further agreed that Landlord shall not require that Landlord's contractor be used, or that Landlord be paid a construction management fee. Instead, Tenant shall, through its contractor (who shall be subject to Landlord's reasonable approval), cause to be constructed improvements to the Premises and the common areas of the Project in accordance with plans and specifications approved by Landlord and Tenant. The Premises shall be delivered to Tenant in their present condition and Tenant shall bear all costs (except as otherwise indicated provided below) pertaining to improvements to the Premises to make the Premises suitable for Tenant's use (collectively, all of the work to be performed to the obligation of Lessor under this Lease Agreement. All such improvements interior and alterations made by Lessee to the common areas shall be undertaken only upon advance approval referred to in the Lease as hereby amended as the "Tenant Improvements"), including certain common area work ("Common Improvements") for (a) remodeling restrooms in compliance with current requirements of Lessorthe Americans with Disabilities Act, shall be made under (b) painting and remodeling the supervisionlobby, direction and control (c) painting the exterior of Lessor's architect, the Building. The Tenant Improvements and the Common Improvements shall be made in accordance with plans and specifications approved by Landlord and Tenant, and completed by Tenant through a contractor who shall be subject to Landlord's reasonable approval, in a good and workmanlike manner according and in accordance with all applicable laws, rules and regulations. Tenant shall not be required to pay to Landlord a construction management fee, but shall reimburse Landlord for the actual cost (without mark-▇▇) of professional services rendered to Landlord by Landlord's architect and/or contractor (collectively "Landlord's Consultant") to review and approve the plans and specifications for the above-described work on Landlord's behalf. Landlord shall not be liable for the costs or construction of any improvements or alterations to the termsPremises or the Project, conditions and requirements set by ▇▇▇▇▇▇ and its architectexcept as provided hereinbelow. In the event the actual cost of construction of the Common Improvements exceeds $150,000, Tenant shall be reimbursed such excess amount (the "Excess Common Cost"). The Excess Common Cost shall be reimbursed to Tenant upon completion of the Tenant Improvements in accordance with the Final Plans, and Landlord's receipt of (i) a certificate of occupancy from the City of Menlo Park, (ii) unconditional lien waivers from all contractors and subcontractors, and (iii) copies of all invoices pertaining to the work. Landlord's Consultant shall be in keeping good faith determine the costs allocable to the Tenant Improvements and to the Common Improvements. Should Tenant disagree with the historical character determination by Landlord's Consultant ("Landlord's Determination"), Tenant shall have the right to dispute such determination by providing written notice within five (5) days after receipt of the buildingLandlord's Determination that Tenant elects to have such dispute arbitrated. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by LessorIf Tenant fails to give such notice, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease Tenant shall be deemed to have been abandoned accepted Landlord's Determination. If Tenant elects to have the matter arbitrated, the matter shall be arbitrated in accordance with Paragraph (e) below. Notwithstanding the foregoing, Landlord shall not be responsible for any, and Tenant shall become bear the property of Lessor to be disposed of as Lessor deems expedient, with responsibility for all costs associated with, alterations and improvements required due to Tenant's particular business or particular use of cleanup and disposal the Premises. Upon completion of goods abandoned at the leased premises Tenant Improvements, Tenant shall provide to be paid by ▇▇▇▇▇▇Landlord a full set of as-built plans depicting all of the Tenant Improvements. Lessee Tenant shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way guarantee lien-free completion of bond, deposit or other reasonable procedure to protect against all such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annumimprovements.

Improvements. 4.1 In taking possession 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 the leased premisesLandlord, ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in good, clean at Landlord’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 liability, on Exhibit "C" attached heretoa turnkey basis, 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 shall cause to be the obligation of Lessor under this Lease Agreement. All such improvements planned, designed 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 installed in a good and workmanlike manner according and consistent with Building Standards, described below, and in full compliance with all Applicable Laws, those certain improvements (the “Tenant Improvements”) 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 Premises pursuant to the leased premises, Lessee shall obtain plans 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 specifications 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 prepared by ▇▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇ Architects in conjunction with TFK Engineering within forty-five (45) days after the full execution of the Lease, and mutually approved by Landlord and Tenant as evidenced by their respective initials thereto (the “Plans”). Lessee If the Plans are not approved by Landlord and Tenant within fourteen (14) following receipt by Tenant, Tenant may terminate this Lease upon written notice given to Landlord delivered prior to the expiration of such fourteen (14) day period. Failure of Tenant to terminate this Lease by the lapse of such fourteen (14) day period shall be deemed approval of the Plans. For purposes hereof, the Plans shall include complete architectural drawings and specifications for Tenant’s layout, doors, lighting, dropped ceiling, telephone and electrical outlets, and finish schedule for the work to be done by Landlord, and complete mechanical plans and specifications where necessary for installation of HVAC and other mechanical and electrical facilities for the work to be done by Landlord hereunder. Notwithstanding the above, the Tenant Improvements to be installed by Landlord shall not permit include the IT Improvements, defined below or any mechanic's special back up power needs of Tenant. Landlord shall promptly commence the construction of such Tenant Improvements upon delivery and approval of the Plans, and pursue completion of the construction in a commercially reasonable manner, subject only to delays resulting from (i) Tenant’s failure to promptly deliver the Plans; (ii) any lack of cooperation by Tenant or materialmen's liens any of Tenant’s employees, agents or contractors, with regard to stand against construction of the leased premises Tenant Improvements; (iii) unavoidable delays; or against (iv) Tenant delays. For purposes hereof 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 “Building Standard” is set forth as shall then be permitted by law, per annum.follows: Doors –

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

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

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

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

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

Improvements. 4.1 In taking possession 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 (a) At Landlord's expense, Landlord shall cause the base building portion of the leased premisesBuilding to be completed substantially in accordance with those certain base building plans and specifications referenced in SCHEDULE 1 attached hereto and incorporated herein. (b) At Tenant's expense, Landlord shall furnish and install, substantially in accordance with the construction drawings and specifications approved by Tenant and Landlord as hereinafter provided, 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 reflected on Tenant's Plans (as hereinafter defined) (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 ("Tenant's Plans") required for the Tenant Improvements, provided, that, in addition to Landlord's Allowance (as hereinafter defined), Landlord shall pay for the initial preparation of Tenant's space plan and one revision thereof at a cost not to exceed $0.12 per rentable square foot in the Premises. ▇▇▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in goodhas selected, clean and tenable conditionTenant hereby approves, 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 Farmer ▇▇▇▇▇ & ▇▇▇▇▇▇▇ and its architect("Tenant's Architect") to prepare Tenant's Plans. Tenant Improvements shall include the installation of roof-top HVAC units, and shall be separately zoned for the Premises in keeping accordance with the historical character of the buildingTenant's Plans. All alterations and improvements performed on the leased premises Tenant Improvements to be constructed by Landlord pursuant to this Agreement are sometimes herein referred to as "Landlord's Work". Landlord shall bid Landlord's Work to three (3) contractors selected by Tenant who meet ▇▇▇▇▇▇ 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 insurance requirements. Landlord shall notify Tenant of the leased premises, including the work, if any, results 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, machinerysuch bidders, and equipment, and quit and deliver up Tenant shall select one of such three (3) contractors as the leased premises contractor 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 perform Landlord's Work pursuant to 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 annumAgreement.

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

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

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

Improvements. 4.1 In taking possession All furniture, personal property or other non-Building system materials or equipment paid for by Tenant shall be the sole property of Tenant unless the same constitute Installations (as defined in Section 12 of the leased premisesLease). Except for the Additional TI Allowance, ▇▇▇▇▇▇ acknowledges that same were on Tenant shall be solely responsible for all of the date costs of occupancy in good, clean the Premises Improvements. The Premises Improvements shall be treated as Alterations 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 pursuant to Section 12 of the Lease. Landlord shall have the right to approve the contractor for the Premises Improvements. Landlord shall not unreasonably delay its approval of Lessor, such contractor. Landlord shall be made under fund 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 Additional TI Allowance upon completion of the buildingPremises Improvements and upon presentation to Landlord of a draw request containing unconditional lien waivers. All alterations Promptly following completion of the Premises Improvements and improvements performed on prior to funding by Landlord, Tenant shall provide to Landlord: (i) sworn statements setting forth the leased premises by ▇▇▇▇▇▇ shall be performed by competent names of all contractors and subcontractors approved by Lessorwho did work on the Premises Improvements and final lien waivers from all such contractors and subcontractors; and (ii) “as built” plans for the Premises Improvements. Tenant acknowledges and agrees that, which approval shall not unreasonably be withheld. Lessee shall pay for all architecturalnotwithstanding anything to the contrary contained in the Lease, engineering Landlord requires that Tenant remove the Premises Improvements and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration restore the Premises to its original condition prior to the installation 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 Improvements (“Premises Restoration”) at the expiration or earlier termination of this term the Lease. If, as of this lease shall be deemed to have been abandoned the expiration or earlier termination of the Term, Tenant has not removed the Premises Improvements and shall become completed the property of Lessor to be disposed of Premises Restoration 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 required hereunder, Landlord may undertake the removal of the Premises Improvements and the Premises Restoration. If Landlord undertakes the removal of the Premises Improvements and the Premises Restoration, Tenant shall pay to Landlord, within 10 days after written demand by Landlord, the costs and discharge same expenses incurred by Landlord to complete the removal of the Premises Improvements and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annumPremises Restoration.

Improvements. 4.1 In taking possession 6.1. The Licensor shall own the entire right, title and interest in and to all Improvements made by or on behalf of the leased premises, ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in good, clean and tenable condition, Licensor subject only always to the repairs or improvements which Lessor has agreed provisions of Clauses 4.1 and 4.2 and 5.1 above. Such Improvements shall be deemed automatically inserted in the definition of Products and licensed by Licensor to make Licensee under this Agreement 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 economic terms to be fixed in good faith by the obligation of Lessor under Parties based upon those already provided in this Lease Agreement. All such improvements Should the Licensee waive its rights Confidential materials omitted 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 filed separately with the historical character Securities and Exchange Commission. Redacted portions shown by asterisks [*****] denote such omissions. on any of the building. All alterations and improvements performed on said Improvements, Licensor shall have the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessorability to grant such rights to a third party acceptable to Licensee, which whose approval shall not be unreasonably be withheld. 6.2. Lessee The Licensee shall pay for own the entire right, title and interest in and to all architectural, engineering and other services and all costs incurred Improvements made by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration on behalf of the leased premisesLicensee, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements subject to the leased premisesfollowing: the Licensee shall advise the Licensor promptly of any Improvements made by or on behalf of the Licensee and shall grant the Licensor and any sub-licensees of the Licensor outside the Territory, Lessee non-exclusive Licences in the Field to such Improvements on fair and reasonable commercial terms to be agreed between the relevant parties, however, any associated patent costs outside the Territory shall obtain be met by Licensor. 6.3. Where either party proposes further clinical trials with respect to Compound, the protocols of such trials shall be agreed between the parties and deliver resulting data made freely available to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services and to the lease premisesother sub-licensees of Licensor outside the Territory. Licensor shall make freely available to Licensee any data resulting from trials performed by Licensor's sub-licensees outside the Territory provided that Licensor is entitled to do so. 4.3 At 6.4. Licensor undertakes to use its best reasonable endeavours to obtain for the expiration or termination Licensee rights of cross-licensing with any further sub-licensees of the term Licensor. 6.5. Should Licensor develop any new indications of the Product outside the Field, Licensor shall offer a license on such development to Licensee and Licensee shall have ninety (90) days in which to accept the terms offered by Licensor. Failure to accept the terms within this Lease Agreementperiod shall leave the Licensor free to conclude an agreement with a third party, all improvements and alterations made however, Licensor shall not, in any case, grant such rights to any third party on any terms more favourable to that third party than those last offered to Licensee. 6.6. In the leased premises by Lessee event that either Party desires to develop the Compound and/or the Product for use in further indications outside the Field, such Party shall remain enter into good faith discussions 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 other Party to Lessor, peaceably and quietly explore their mutual interest in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear exceptedsuch development. Any property left negotiations shall use this Agreement as a starting point. Licensee shall have ninety (90) days in which to accept any terms offered by Licensor. Failure to accept the leased premises at terms within this period shall leave the expiration or termination of this term of this lease Licensor free to conclude an agreement with a third party, however, Licensor shall be deemed not, in any case, grant such rights to have been abandoned and shall become the property of Lessor any third party on any terms more favourable to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises that third party than those last offered to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annumLicensee.