Common use of Improvements Clause in Contracts

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

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

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

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

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

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

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

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

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

Improvements. 4.1 In taking possession 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 The IMPROVEMENTS to SUBJECT TECHNOLOGY invented jointly by WVURC and COMPANY shall be owned jointly by WVURC and COMPANY. The IMPROVEMENTS to SUBJECT TECHNOLOGY invented solely by WVURC shall be solely owned by WVURC. The IMPROVEMENTS to SUBJECT TECHNOLOGY invented solely by COMPANY shall be owned jointly by WVURC and COMPANY. Each PARTY shall disclose to the other PARTY its IMPROVEMENTS to SUBJECT TECHNOLOGY as CONFIDENTIAL INFORMATION under this Agreement, said disclosure to occur within ninety (90) days after receipt of an invention disclosure form by the inventing PARTY from its personnel. For jointly owned IMPROVEMENTS, WVURC hereby grants COMPANY the first option to enter into an exclusive or non-exclusive royalty bearing license, with the right to sub-license, for WVU’s rights in each jointly owned IMPROVEMENT in order for COMPANY to practice and commercialize said jointly owned IMPROVEMENT. Any rights granted to a jointly owned IMPROVEMENT will be royalty bearing, of a limited-term, for COMPANY to make, have made, use, sell, offer to sell, and import any service, product or method covered by WVURC’s rights in the applicable IMPROVEMENT. This option must be exercised by Company within sixty (60) calendar days after COMPANY’S receipt of the leased premisesdisclosure of the applicable IMPROVEMENT. Upon exercise of the option by COMPANY, ▇▇▇▇▇▇ acknowledges that same were COMPANY shall have one hundred and twenty (120) calendar days to negotiate and execute a license to the IMPROVEMENT (the “WVU Negotiation Period”). During the WVU NEGOTIATION PERIOD, the PARTIES shall agree on the date scope of occupancy in goodIMPROVEMENTS to be licensed, clean where patent protection will be sought for each IMPROVEMENT, and tenable condition, subject only which PARTY will serve as the lead for all matters and cost related to the repairs or improvements which Lessor has agreed preparation, filing, defense, and maintenance of the IMPROVEMENT. In the event the PARTIES fail to make at Lessor's expense and which are set forth on Exhibit "C" attached heretoreach a mutually acceptable license agreement within the WVU NEGOTIATION PERIOD, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements COMPANY’S rights under this first option shall expire with respect to the leased premises except as otherwise indicated to IMPROVEMENT(S) at issue. The WVU NEGOTIATION PERIOD may be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made extended in good faith upon written mutual agreement of both WVURC and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premisesCOMPANY. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annum.

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

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

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

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

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

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

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

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

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

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

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

Improvements. 4.1 In taking possession Landlord agrees that Tenant shall have the exclusive right to, and may from time to time, at its sole cost and expense: (i) make, erect, place and construct on all or any part of the leased premisesLeased Premises (including, ▇▇▇▇▇▇ acknowledges that same were on without limitation, the date subsurface thereof) such buildings, structures and other improvements and fixtures as Tenant may deem necessary or convenient in connection with the Permitted Use of occupancy the Leased Premises including, without limitation, subsurface wellbores; and (ii) make such alterations, demolitions, additions, modifications, and changes, structural or otherwise, in good, clean any and tenable condition, subject only to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee fixtures on the Leased Premises (including, without limitation, the subsurface thereof) as it deems necessary or desirable in connection with the Permitted Use. Tenant shall have the right to remove any improvements, fixtures and equipment (including, without limitation, well casings) remaining on or under any Site at any time during this Lease and for a period ending six (6) months after the expiration of the Term as to such Site; provided, however, that upon written notice from Landlord, Tenant shall remove any such improvements within said 6-month period (or longer as may be undertaken reasonably necessary to comply with applicable Laws) and return the Site to dressed dirt condition and as otherwise required pursuant to applicable Laws. Any improvements remaining on such Site thereafter (with the exception only upon advance approval of Lessormovable trade fixtures, furniture, and other movable personal property) will be considered improvements to and become a part of the real estate of the Landlord, and the Tenant shall be made under not have the supervisionobligation to remove the same nor to restore such Site to its original condition. Notwithstanding the above, direction Tenant will comply with all Laws regulating cessation of oil and control of Lessor's architectgas operations, shall be made in good plugging and workmanlike manner according to the terms, conditions abandoning oil and requirements set by ▇gas ▇▇▇▇▇ and its architectrestoration of the Site. Tenant covenants that any improvement erected by it and all alterations, additions and changes made by it in such improvements will be done, erected or made in a good and workmanlike manner. Tenant shall have no right, power or authority to create, cause or allow any lien of any kind against the fee title of Landlord in and to the Leased Premises. Nothing in this Lease shall be deemed in keeping with the historical character any way (i) to constitute Landlord’s consent or request, express or implied, that any contractor, subcontractor, laborer or materialman provide any labor or materials for any alteration, addition, improvement or repair to any or all of the buildingLeased Premises, or (ii) to give Tenant any right, power or authority to contract for or permit to be furnished any service or materials, if doing so would give rise to the filing of any mechanics’ or materialman’s lien against any or all of Landlord’s fee estate in the Land, or (iii) to evidence Landlord’s consent that Landlord’s fee estate in the Land be subjected to any such lien. All alterations and improvements performed If any third party files notice of such a lien against the fee title of Landlord for work or materials provided to or for Tenant, Tenant shall cause same to be discharged by payment or bonding within thirty (30) days after Tenant’s receipt of written notice of such filing from Landlord. Subject to the foregoing, on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration last day of the leased premisesTerm as to any Site, including or upon the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or earlier termination of the term of this Lease Agreementas to any Site, all improvements Tenant shall leave, surrender and alterations made yield to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly Landlord such Site in as good order and condition as same were in on the original date of occupancyrepair, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annum.

Improvements. 4.1 In taking possession (a) 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 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) 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 At Tenant's own expense, after giving Landlord notice in writing of its intentions to do so and without limiting Tenant's right to remove and/or replace Personal Property in accordance with Article 10, Section 10.3, Tenant may, from time to time after completion of all work in accordance with Exhibit C, make such permanent and nonstructural alterations, replacements, additions, changes, and/or improvements (collectively referred to in this Lease as "Improvements") to Tenant's Work previously completed in accordance with Exhibit C or to prior Improvements as Tenant may find necessary or convenient for its purposes, provided that the value of the leased premisesPremises is not thereby diminished; provided, ▇▇▇▇▇▇ acknowledges that same were on however, no Improvements shall be made to any storefront, mechanical, electrical or plumbing systems, the date exterior walls or roof of occupancy the Building without obtaining the prior written approval of Landlord. Tenant shall have the right to erect a mezzanine 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 Building at its own expense all alterations and improvements expense, subject to the leased premises except provisions of Section 10.2 hereof, and provided that there shall be no effect on the parking requirements for the Shopping Center as otherwise indicated a result thereof. Notwithstanding the foregoing, in no event shall Tenant make or cause to be made any penetration into or through the obligation roof or floor of Lessor the Building without obtaining the prior written approval of Landlord. Tenant agrees to reimburse Landlord for all costs and expenses (including, without limitation, any architect and/or engineer fees) incurred by Landlord in approving or disapproving Tenant's plans for Improvements. Tenant shall be liable for and shall indemnify and defend Landlord and other tenants at the Shopping Center from any claim, demand, lien, loss, damage or expense, including reasonable attorney fees and costs, arising from any Improvements permitted under this Lease AgreementArticle 10. All such improvements and alterations made by Lessee Within thirty (30) days after completing its Improvements, Tenant shall be undertaken only upon advance approval certify to Landlord in writing Tenant's actual cost 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 constructing 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 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 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. Lessee acknowledges that it has examined the Premises, and agrees to accept Premises "as- is", based solely upon its own investigation and without warranty by SEPTA as to the condition or suitability of the leased premisesPremises for Lessee or Lessee's Permitted Use. In addition to the Initial Improvements, ▇▇the Lessee has the right, but not the obligation, to make, or to allow Sublessee to make, “Improvements” to the Premises as it deems appropriate, helpful, useful, or related to the Permitted Use and/or the operation of the Premises; provided that advanced written approval is obtained from SEPTA. “Improvements” shall be defined as those changes, modifications, additions, expansions, enhancements, renovations, reconstructions, etc. that have a material impact on the Premises or some portion of the SEPTA, when such work, results or impact is not easily reversible. The Lessee shall be responsible and liable for Improvements on the Premises and shall ensure that all work and results related to Improvements comply with all applicable laws, statutes, regulations, ordinance and good business practices, and are maintained in good condition and repair at all times. SEPTA reserves the right to deny a request to make proposed Improvements at its own discretion. The Parties agree that SEPTA shall have no obligation, responsibility or liability with regard to, or for any cost, expense, injury, damage or destruction associated with, the planning, design, construction, execution, operation, execution, maintenance, or existence of any Improvements made on the Premises or on SEPTA Property. If any Improvements, or any work related in any way to any Improvements, cause any damage or destruction to the Premises or any SEPTA Property, the Lessee, at its own expense, shall be responsible and liable for taking all actions necessary for the Restoration of SEPTA Property. If Lessee fails to make such Restoration in a reasonable period of time, SEPTA may, but is not obligated to, make such Restoration, and SEPTA may ▇▇▇▇ acknowledges Lessee, to be treated as Additional Rent, for such Restoration work performed by SEPTA. The Parties understand and acknowledge that same were on the date of occupancy in good, clean and tenable condition, subject only due to the repairs or improvements which Lessor has agreed to make nature of Improvements, as defined hereunder, Improvements can generally not be removed from the Premises at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character Termination Date of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premisesLease. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annum.

Improvements. 4.1 In taking possession 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 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 1. The LESSEE may install at its own expense all alterations account facilities and equipment of every kind, description and character, and undertake such improvements or repairs of the Leased Premises as will be necessary for the operation of its business activities in the said Leased Premises which shall be used as a 2. All immovable and permanent improvements introduced by the LESSEE in the Leased Premises shall, after the expiration of the lease or extension or the pre-termination of this Contract, vest in absolute ownership unto the LESSOR without reimbursement of their value to the leased premises except LESSEE. For this purpose, immovable or permanent improvements shall refer to everything attached to an immovable property in a fixed manner in such a way that it cannot be removed or separated therefrom without breaking the material or deterioration of the object to which it is attached. It shall likewise refer to those immovable properties enumerated in Article 415 of the New Civil Code of the Philippines. Except as otherwise indicated herein provided, only machinery, equipment, inventories, and semi-permanent improvements which are installed therein by the LESSEE may be removed at its own exclusive expense. Semi- permanent improvements include those that can be removed from the Leased Premises without causing any damage to the latter. The LESSEE is hereby granted a reasonable time within which to remove the improvements which shall in no case be more than ninety (90) days from and after the obligation termination or expiration of Lessor under this Lease Agreement. All Contract or extension thereof; PROVIDED that the LESSOR shall have a first lien on such improvements and alterations made machinery or facilities or equipment installed by Lessee the LESSEE; PROVIDED FINALLY, that if the Leased Premises be defaced or damaged on the occasion of such removal, the same shall be undertaken only upon advance approval of Lessor, shall be made under restored or repaired at the supervision, direction sole 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 exclusive expense 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 premisesLESSEE. 4.3 At 3. In the expiration or termination of event the term of this Lease AgreementLESSEE fails to remove within the 90-day period the foregoing non-permanent improvements, 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 shallLESSOR, at its expenseoption, may remove ▇▇▇▇▇▇'s goods 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 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 expenses attendant thereto shall be deemed to have been abandoned and chargeable against the LESSEE. However, the LESSEE shall become the property of Lessor continue to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at liable to pay the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against lease rental until it has completely vacated 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 of (i) Landlord shall deliver the leased premises, ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy Premises to Tenant in good, clean and tenable their "as-is" condition, subject only to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval Landlord shall not unreasonably be withheld. Lessee shall pay for all architecturalrequired to perform or install any alterations, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations decorations or improvements to the leased premisesPremises. Tenant shall construct in the Premises, Lessee at Tenant's sole cost and expense, subject, however, to application of the Improvement Allowance (hereinafter defined), the Tenant Improvements (hereinafter defined), all in accordance with the terms of the Work Agreement attached hereto as EXHIBIT B (the "Work Agreement"). In the event that Landlord and Tenant have not finally agreed upon the scope and details of the Tenant Improvements as of the Effective Date, Tenant's submission to Landlord of plans and specifications detailing such work shall obtain be subject to Landlord's written approval in accordance with the Work Agreement. The Tenant Improvements shall be subject to Landlord's prior written approval, and deliver Tenant shall insure that all of the Tenant Improvements comply with all applicable building codes, laws and regulations (including without limitation the Americans With Disabilities Act, as amended), do not include any changes to Lessor a valid waiver or modifications of any of the mechanical, electrical, plumbing or other systems of the Building, and release are otherwise constructed strict accordance with the terms of mechanicthe Work Agreement. (ii) The cost of all design, architectural and engineering work, demolition costs, construction costs, construction supervision, contractors' overhead and profit, licenses and permits, and all other costs and expenses incurred in connection with the Tenant Improvements shall be at Tenant's liens by each party who will furnish laborsole cost and expense, materials or services subject to the lease premises. 4.3 At the expiration or termination application of the term of this Lease Agreement, all improvements and alterations made to Improvement Allowance. Landlord shall pay the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in Improvement Allowance as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left provided in the leased premises at Work Agreement. All costs incurred in respect of the expiration or termination Tenant Improvements in excess of this term of this lease the Improvement Allowance shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annumTenant.

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

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

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

Improvements. 4.1 In taking possession of the leased premisesThe Tenant must not, ▇▇▇▇▇▇ acknowledges that same were and must not permit any other person to, construct any improvements on the date of occupancy in goodLand without the Landlord’s prior written consent. In seeking the Landlord’s consent, clean the Tenant must submit any plans and tenable condition, subject only to specifications for the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and proposed improvements to the leased premises except as otherwise indicated Landlord for approval. If the Landlord initially declines to grant consent, the Tenant may re-submit revised plans and specifications for the Landlord's consideration. The Landlord may give consent subject to the Tenant satisfying the following requirements: in carrying out any improvements, the Tenant must comply with all reasonable directions of the Landlord in accordance with the consent given by the Landlord; any improvements must be the obligation of Lessor under this Lease Agreement. All such improvements completed promptly and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made continuously in good a proper and workmanlike manner according to manner, in accordance with all Laws and Requirements and the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character terms of the building. All alterations and improvements performed consent given by the Landlord; the Tenant must pay on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for demand all architectural, engineering and other services and all costs Costs incurred by Lessor the Landlord in connection with ▇▇▇▇▇▇'s improvement considering, inspecting or alteration of supervising the leased premisesimprovements, including the workfees of consultants reasonably engaged by the Landlord; the Tenant must obtain and keep current and comply with the terms of any approvals or permits from Authorities which are required to enable any improvements to be lawfully effected, and must on request by the Landlord produce for inspection copies of all such approvals and permits; within 30 days of completion of the improvements, the Tenant must produce to the Landlord, copies of any unconditional certificates of compliance or satisfactory completion issued by relevant Authorities and a certificate by a consultant approved by the Landlord that the improvements have been carried out in accordance with the plans and specifications approved by the Landlord; and the improvements must be completed within the time period (if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith) reasonably specified by the Landlord. Prior The Tenant acknowledges that: until the Lease comes to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination of the term of this Lease Agreementan end, all improvements and alterations made to constructed by the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in Tenant on the original date of occupancy, reasonable wear Premises will be owned and tear excepted. Any property left in maintained and may be depreciated by the leased premises Tenant; and at the expiration or termination end of this term of this lease shall Lease, all improvements financed and constructed on the Premises by the Tenant will be deemed to have been abandoned and shall become owned by the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annumLandlord.

Improvements. 4.1 In taking possession 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 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 (a) Prior to the Rent Commencement Date, the Landlord shall perform the work in the Premises (“Landlord’s Work”) specified in Exhibit “B” hereto. Landlord will provide Tenant with written notice of the completion of Landlord’s Work, and Tenant shall thereupon enter the Premises and complete all work required for it to open its business to the public as quickly as possible, but in any event not later than sixty (60) days after completion of Landlord’s Work. Landlord anticipates that it will complete Landlord’s Work on or before September 1, 2006. With Landlord’s consent, and so long as it will not interfere with the completion of Landlord’s Work, Tenant’s contractors shall be entitled to work alongside Landlord’s contractors in the Premises. Except for Landlord’s obligation to perform Landlord’s Work, Tenant, by accepting possession of the leased premises, ▇▇▇▇▇▇ acknowledges that same were on Premises shall have examined and accepted the date of occupancy Premises in good, clean and tenable their "as- is" condition, subject only to and no representations or warranties concerning the repairs or improvements which Lessor has agreed condition of the Premises have been made by Landlord (b) Tenant shall have the right, at its sole expense, and in accordance with the procedures set forth in Section 12, to make at Lessor's expense and which are set forth on Exhibit "C" attached heretonon-structural changes, if there are any. 4.2 Lessee agrees to make at its own expense all alterations modifications 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 LessorPremises, 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 written consent of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by LessorLandlord, which approval consent shall not be unreasonably be withheld. Lessee , in order to obtain the consent of Landlord, Tenant shall pay deliver to Landlord plans and specifications for all architecturalany work which it wishes to perform in the Premises. (c) Any approval by Landlord or Landlord's architects and/or engineers of any of Tenant's drawings, engineering plans and other services and all costs incurred by Lessor specifications which are prepared in connection with ▇▇▇▇▇▇'s improvement any construction of improvements or alteration alterations in the Premises shall not in any way be construed or operate to bind Landlord or to constitute a representation or warranty of Landlord as to the leased premisesadequacy or sufficiency of such drawings, including plans and specifications or the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to which they relate, for any use, purpose, or condition but such approval shall merely be the leased premisesconsent of Landlord as may be required hereunder in connection with Tenant's construction of improvements in the Premises in accordance with such drawings, 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 specifications under the lease premises. 4.3 At the expiration or termination of the term terms 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 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 Landlord shall provide an allowance for improvement to the premises in the amount of $8,993.50. All costs in excess of the allowance for improvements and/or alterations shall be Tenant's sole responsibility. Rider Landlord /s/ SIGNATURE ILLEGIBLE ------------------------- Page 3 of 3 Tenant /s/ SIGNATURE ILLEGIBLE ------------------------- RULES AND REGULATIONS EXHIBIT B. 1. The halls, passages, exits, entrances, elevators and stairways are not for the use of the general public and Landlord shall in all cases retain the right to control and prevent access thereto by all persons whose presence, in the judgment of Landlord, shall be prejudicial to the safety, character, reputation and interests of the Building and its Tenants, provided that nothing herein contained shall be construed to prevent such access to persons with whom any Tenant normally deals in the ordinary course of such Tenant's business unless such persons are engaged in illegal activities. No Tenant, and no employees or invitees of any Tenant, shall go upon the roof of the Building, except as authorized by Landlord 2. No sign, placard, picture, name, advertisement or notice, visible from the exterior of leased premises shall be inscribed, painted, affixed, installed or otherwise displayed by any Tenant either on its premises or any part of the Building without the prior written consent of Landlord, and Landlord shall have the right to remove any such sign, placard, picture, name, advertisement, or notice without notice to and at the expense of the Tenant. All approved signs or lettering on doors and walls shall be printed, painted, affixed or inscribed at the expense of the Tenant by a person approved by Landlord. 3. No curtains, draperies, blinds, shutters, shades, screens or other coverings, awnings, hangings or decorations shall be attached to, hung or placed in, or used in connection with, any window or door on any premises without the prior written consent of Landlord. In any event with the prior written consent of Landlord, all such items shall be installed inboard of Landlord's standard window covering and shall in no way be visible from the exterior of the Building. No articles shall be placed or kept on the windowsills so as to be visible from the exterior of the Building. No articles shall be placed against glass partitions or doors which might appear unsightly from outside Tenant's Premises. 4. No Tenant shall employ any person or persons other than the janitor of Landlord for the purpose of cleaning premises unless otherwise agreed to by Landlord in writing. Except with the written consent of Landlord no person or persons other than those approved by landlord shall be permitted to enter the Building for the purpose of cleaning the same. No Tenant shall cause any unnecessary labor by reason of such Tenant's carelessness or indifference in the preservation of good order and cleanliness of the premises. Landlord shall in no way be responsible to any Tenant for any loss of property on the premises, however occurring, or for any damage done to the effects of any Tenant by the janitor or any other employee or any other person. 5. Each Tenant shall see that all doors of its premises are closed and securely locked and must observe strict care and caution that all water faucets or water apparatus are entirely shut off before the Tenant or Its employees leave such premises, and that all utilities shall likewise be carefully shut off, so as to prevent waste or damage, and for any default or carelessness the Tenant shall make good all injuries sustained by other Tenants or occupants of the Building or Landlord. Tenants shall keep the door or doors to the Building corridors closed at all times except for ingress and egress. 6. No Tenant shall alter any lock or access device or install a new or additional lock or access device or any bolt on any of its premises without the prior written consent of Landlord. If Landlord shall give its consent, the Tenant shall in each case furnish Landlord with a key for any such lock. in the event of the loss of any keys or access devices furnished by Landlord, Tenant shall pay Landlord therefor. 7. No Tenant shall use any method of heating or air-conditioning other than that supplied by Landlord. 8. No Tenant shall use, keep or permit to be used or kept in its premises any foul or noxious gas or substance or permit or suffer such premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Building by reason of noise, odors and/or vibrations or interfere in any way with other Tenants or those having business therein, nor shall any animals or birds be brought or kept in or about any premises of the Building. /s/ Landlord [SIGNATURE ILLEGIBLE] /s/ Tenant [SIGNATURE ILLEGIBLE] 9. No cooking shall be done or permitted by any Tenant on its premises (except that use by the Tenant of Underwriters' Laboratory approved equipment for the preparation of coffee, tea, hot chocolate and similar beverages for Tenants and their employees shall be permitted, provided that such equipment and use is in accordance with all applicable federal, state and city laws, codes, ordinances, rules and regulations), nor shall premises be used for lodging. Microwave use is permitted. 10. Except with the prior written consent of Landlord, no Tenant shall sell, or permit the sale, at retail, of newspapers, magazines, periodicals, theatre tickets or any other goods or merchandise in or on any premises, nor shall Tenant carry on, or permit or allow any employee or other person to carry on, the business of stenography, typewriting or any similar business in or from any premises for the service or accommodation of occupants of any other portion of the Building, nor shall the premises of any Tenant be used for the storage of merchandise or for manufacturing of any kind, or the business of a public ▇▇▇▇▇▇ acknowledges shop, beauty shop, beauty parlor, nor shall the premises of any Tenant be used for any improper, immoral or objectionable purpose, or any business or activity other than that same were specifically provided for in such Tenant's lease. 11. No Tenant shall install any radio or television antenna, loudspeaker or any other device on the date exterior walls or the roof of occupancy the Building. Tenant shall not interfere with radio or television broadcasting or reception from or in goodthe Building or elsewhere. 12. No Tenant shall lay linoleum, clean and tenable conditiontile, subject only carpet or any other floor covering so that the same shall be affixed to the repairs floor of its premises in any manner except as approved in writing by Landlord. The expense of repairing any damage resulting from a violation of this rule or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached heretothe removal of any floor covering shall be borne by the Tenant by whom, if there are anyor by whose contractors, employees or invitees, the damage shall have been cause. 4.2 Lessee agrees to make at its own expense all alterations 13. a) No furniture, freight, equipment, materials, supplies, packages, merchandise or other property will be received in the Building or carried up or down the elevators except between such hours and improvements to the leased premises except in such elevators as otherwise indicated to shall be the obligation of Lessor under this Lease Agreementdesignated by Landlord. All such improvements move-ins and alterations made by Lessee move-outs 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 good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping accordance with the historical character of move-in/move-out procedures which may be obtained from 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.building manager

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 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 Landlord shall disburse the Second Extension Tenant Improvement Allowance to Tenant at such time as Landlord determines that Tenant has satisfied the following requirements: (i) the Second Extension Tenant Improvements have been fully completed by Tenant (including, without limitation, obtaining a Certificate of Completion (AIA Form G704) certified by the general contractor and Tenant, and issuance of a final certificate of occupancy from the applicable governmental authority); (ii) Tenant shall provide written notice to Landlord at least thirty (30) days prior to the requested date of such disbursement; (iii) there shall have been no Default by Tenant under the Lease and there shall have been no mechanic’s lien recorded or asserted against Tenant or the Demised Premises with respect to the Second Extension Tenant Improvements; (iv) Tenant shall have furnished to Landlord mechanic’s lien waivers from the contractors, subcontractors and suppliers as to the payment, work and supplies related to the Second Extension Tenant Improvements, in form and substance satisfactory to Landlord; and (v) Tenant has delivered to Landlord a set of field record drawings and specifications reflecting as-built conditions. Tenant shall not be entitled to any refund, credit or reduction in Basic Rent or other compensation in the event the cost of the leased premises, ▇▇▇▇▇▇ acknowledges that same were on Second Extension Tenant Improvements are less than the date of occupancy in good, clean and tenable condition, subject only Second Extension Tenant Improvement Allowance or Tenant fails to qualify to use the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreemententire Second Extension Tenant Improvement Allowance hereunder. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee Tenant shall pay for all architectural, engineering and other utility services and all costs incurred by Lessor in connection with for the Demised Premises during Tenant’s construction of the Second Extension Tenant Improvements. ▇▇▇▇▇▇'s improvement or alteration ’s request for disbursement of the leased premisesSecond Extension Tenant Improvement Allowance must be provided to Landlord with all work complete and all other conditions for such disbursement satisfied prior to January 1, including 2028, and any undisbursed portion, less any pending requests, shall be forfeited without payment, refund, credit or reduction. At Landlord’s request (from time to time), Tenant shall provide to Landlord during construction of the Second Extension Tenant Improvements the costs of the Second Extension Tenant Improvements incurred by Tenant as of the date of such request. Upon substantial completion of the Second Extension Tenant Improvements and if applicable to the scope of work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee Tenant shall obtain and deliver to Lessor Landlord a valid waiver and release Certificate of mechanic's liens by each party who will furnish laborCompletion (AIA Form G704) (as provided above), materials or services to the lease premises. 4.3 At the expiration or termination together with a written statement of the term total costs of this Lease Agreementthe Second Extension Tenant Improvements (including any tenant improvement allowance paid by Landlord), all improvements each certified to Landlord by the general contractor and alterations made Tenant. To the extent the Second Extension Tenant Improvements consist of only painting and carpeting, Tenant shall not be required to the leased premises by Lessee shall remain comply with the leased premises and shall be the property requirements of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and clause (v) in this Section or deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date Landlord a Certificate of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent Completion (8%AIA Form G704), or such greater amount as shall then be permitted by law, per annum.

Improvements. 4.1 In taking possession of Landlord shall deliver the leased premisesPremises to Tenant in its “as-is” condition without (A) any obligation on Landlord’s part to undertake or, ▇▇▇▇▇▇ acknowledges that same were on except for the date of occupancy Improvement Allowance (as defined in good, clean and tenable condition, subject only the Work Agreement (hereinafter defined)) to be provided by Landlord pursuant to the repairs Work Agreement, pay for, any improvements or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises therein; or (B) except as otherwise indicated expressly set forth herein, any representations or warranties regarding the condition thereof. Tenant shall, at Tenant’s sole cost and expense, subject to the application of the Improvement Allowance, construct in the Premises the Tenant Improvements (as defined in the Work Agreement) described in the Work Agreement attached hereto as Exhibit B (the “Work Agreement”), in substantial accordance with the terms and conditions of the Work Agreement. In the event that Landlord and Tenant have not finally agreed upon the scope and details of the Tenant Improvements as of the Effective Date, Tenant’s submissions to Landlord of plans and specifications detailing such work shall be subject to Landlord’s written approval in accordance with the obligation Work Agreement. The Tenant Improvements shall be subject to Landlord’s prior written approval, shall comply with all applicable building codes, laws and regulations (including, without limitation, the Americans with Disabilities Act, as amended (the “ADA”)), shall not require any changes to or modifications of Lessor under this Lease any of the mechanical, electrical, plumbing or other systems of the Building, and shall otherwise be constructed in strict accordance with the terms of the Work Agreement. The cost of all design, architectural and engineering work, demolition costs, construction costs, construction supervision, contractors’ overhead and profit, licenses and permits, and all other costs and expenses incurred in connection with the Tenant Improvements shall be at Tenant’s sole cost and expense, subject to the application of the Improvement Allowance pursuant to the terms and conditions of the Work Agreement. Landlord shall disburse the Improvement Allowance as provided in the Work Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according costs incurred with respect to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be Tenant Improvements in keeping with the historical character excess of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ Improvement Allowance shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇Tenant as provided in the Work Agreement. Lessee Any portion of the Improvement Allowance not expended by Tenant in undertaking the Tenant Improvements within nine (9) months after the Effective Date shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances be retained by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annumLandlord.

Improvements. 4.1 In taking possession of the leased 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 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 No alteration or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made to the Subleased Premises, except in accordance with the Master Lease, and with the prior written consent of both Master Lessor and Sublessor. Sublessor’s consent shall not be unreasonably withheld, conditioned or delayed, but the consent of Sublessor may be withheld if Master Lessor’s consent is not obtained (to the extent Master Lessor’s consent is required under the supervisionMaster Lease). Notwithstanding the foregoing, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with neither Master ▇▇▇▇▇▇'s improvement or alteration ’s nor Sublessor’s consent shall be required with respect to any “Minor Alterations” pursuant to Section 8A of the leased premisesMaster Lease incorporated herein. As described below, Sublessor shall provide Sublessee an Allowance (“Sublease Work Allowance”) of up to [***] per rentable square foot as to each building in the Subleased Premises, constituting $[***] in the aggregate (consisting of $[***] per rentable square foot as to each building in the Subleased Premises from Sublessor ( “Sublessor’s Portion”) and $[***] per rentable square foot as to each building in the Subleased Premises from Master Lessor (“Master Lessor’s Portion”)). Master Lessor’s Portion, if used, may be used only for costs of construction, space planning, design, architectural fees, engineering costs, relevant consultants, including project/construction management fees, permits and any other costs for improvements in the work, if any, of Subleased Premises (the “Sublessee Improvements”) as listed as Work Allowance Costs in the Master Lease. Master ▇▇▇▇▇▇'s engineer’s Portion may be used for reimbursement of such costs whether such costs are paid by Sublessee out of its own funds or paid by Sublessee using Sublessor’s Portion, architect or a combination thereof. Sublessor shall disburse to Sublessee Sublessor’s Portion consisting of $[***] per rentable square foot of each building in the Subleased Premises (for a total of $[***]), in a lump sum payment on January 1, 2026. If Sublessor fails to disburse Sublessor’s Portion in accordance with the terms and other agents connected therewith. Prior conditions of this Sublease on or before January 15, 2026, such amounts owed shall bear interest at a rate of 10% per annum from the date Sublessor was required to undertaking pay such amount until paid by Sublessor or Sublessee has offset such amount against Base Rent under the Sublease and Sublessee shall have the right to offset any alterations or improvements to such amount owed by Sublessor against Base Rent in accordance with the leased premises, Lessee shall obtain terms and deliver to Lessor a valid waiver and release conditions set forth in the last paragraph of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination Section 15A of the term of this Lease AgreementMaster Lease, all improvements and alterations made except references to the leased premises by Lessee shall remain with the leased premises and $[***] therein shall be to $[***]. Sublessor shall not be required to pay to Sublessee Sublessor’s Portion during any period when Sublessee is in default under this Sublease beyond any applicable notice and cure period (i.e., such payments shall be temporarily tolled until Sublessee cures any such defaults). Sublessee may use Sublessor’s Portion for any purpose at Sublessee’s discretion (including, without limitation, for payment of costs of the property of LessorSublessee Improvements, furniture, fixtures and equipment, etc.), or for no purpose and keep the same in its entirety. Lessee shallHowever, at its expense, remove Sublessee must follow the reimbursement procedures outlined in the Master Lease to be eligible to receive Master ▇▇▇▇▇▇'s goods and effects’s Portion. Notwithstanding anything to the contrary herein, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises Sublessor’s sole obligations with respect to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by Master ▇▇▇▇▇▇’s Portion are to forward Sublessee's disbursement requests to Master Lessor, forward Master ▇▇▇▇▇▇’s disbursements to Sublessee and perform its obligations under Paragraph 19(A)(iv) below, and Sublessor shall have no liability to Sublessee and no obligation to fund Master Lessor’s Portion if Master Lessor fails to fully disburse Master Lessor’s Portion. Lessee Sublessor shall, however, upon request by Sublessee, use Sublessor’s commercially reasonable efforts, without requiring Sublessor to engage in litigation, to compel Master Lessor to make such disbursements (including interest as set forth in Section 6E of the Master Lease) including, without limitation, exercising Sublessor’s offset rights under Section 6E of the Master Lease, in which event Sublessee shall have a corresponding right to offset Base Rent under this Sublease in the amounts offset by Sublessor under the Master Lease. Notwithstanding the foregoing or anything to the contrary herein, including the terms of Paragraphs 7 and 19A(vi), if Master Lessor disputes any right by Sublessor to offset rent under the Master Lease, Sublessee’s right to correspondingly offset rent under this Sublease shall be void until such time as such dispute is resolved in Sublessor’s favor, provided Sublessor is using commercially reasonable efforts (including, if necessary, engaging in litigation) to resolve such dispute. Sublessee shall not permit be required to reimburse Sublessor for any mechanic's of Sublessor’s third party costs in reviewing the Sublessee Improvements. Sublessee may use its preferred architect to prepare plans for the Sublessee Improvements, subject to Master ▇▇▇▇▇▇’s consent (but Sublessor’s consent thereto shall not be required). Sublessee shall contract directly with its architect to provide a test fit and budget plan for the Sublessee Improvements. If not paid by Sublessor prior to the execution of this Sublease, within thirty (30) days of Sublessee’s submission of an invoice for such work, Sublessor shall pay such architect up to $[***] per rentable square foot of the portion of the interior of the Subleased Premises included in such plans (or materialmen's liens if already paid by Sublessee, Sublessor shall reimburse Sublessee for such amount). Sublessee shall provide all completed architectural work paid for by Sublessor to stand against Sublessor. Sublessor represents and warrants that following reimbursement under the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise Master Lease out of Lessee's acts the “Work Allowance” thereunder with respect to all of Sublessor’s Work, the “Tenant Improvements”, and all other Alterations constructed by Sublessor, the remaining Work Allowance under the Master Lease shall consist of no less than $[***] per rentable square foot as to each building in the Subleased Premises such that the full Master Lessor’s Portion will be available to Sublessee hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annum.

Improvements. 4.1 In taking possession of The parties acknowledge and agree that 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 ▇▇▇▇▇▇ Landlord work shall be performed by competent contractors chosen and subcontractors approved under contracts (the "Landlord Work Contracts") executed and performed by LessorLandlord as owner of the Premises. As a condition to Landlord's performance of its obligations under this Lease including in particular the initiation, which approval shall not unreasonably be withheld. Lessee shall pay undertaking or completion of the Landlord Work, Tenant agrees to fully advance and reimburse Landlord for all architectural, engineering and other services and all costs incurred by Lessor Landlord in connection undertaking the Landlord Work. Tenant acknowledges and agrees that prior to Landlord's execution or undertaking of any Landlord Work Contracts, Tenant shall advance and deposit with ▇▇▇▇▇▇'s improvement Landlord all reasonably anticipated costs of performing such Landlord Work Contracts. Landlord shall provide Tenant with notice of such costs and Tenant shall remit the same to Landlord within ten (10) calendar days from and after the date of such notice. Tenant hereby authorizes Landlord to expend all such funds held on deposit hereunder under and in accordance with all applicable Landlord Work Contracts. In the event excess or alteration unexpected costs are incurred under any Landlord Work Contracts, Landlord shall notify Tenant of the leased premisessame and within five (5) calendar days thereafter, including Tenant shall advance the workfull amount thereof to Landlord provided, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements that such advance shall in all events be made prior to the leased premises, Lessee date on which the work giving rise to such excess or unexpected costs is performed. Tenant's failure to timely provide any or all funds required hereunder to Landlord shall obtain and deliver to Lessor (i) constitute a valid waiver and release of mechanic's liens default 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 hereunder which default shall be the property same as Tenant's failure to pay Rent hereunder, (ii) relieve Landlord from all responsibility with respect to the performance of Lessor. Lessee shallthe Landlord Work hereunder, and (iii) relieve Landlord from all responsibility with respect to delivery of the Premises to Tenant in the condition and at its expensethe times contemplated hereunder, remove ▇▇▇▇▇▇and (iv) result in Landlord's goods ability to immediately terminate this Lease and effectsenjoy immediate and exclusive possession of the entire Premises, including trade fixtureswithout limit the Warehouse Space, 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 without further obligation hereunder, 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 Subject to (i) Lessor's written approval, which approval may relate to design, location, construction methods, and installation procedures and which shall not be unreasonably withheld, conditioned or delayed and (ii) the terms, provisions, and conditions of this Agreement, Lessee may construct or place upon the Premises, at Lessee’s sole expense, improvements required by Lessee (“Lessee Improvements”) for the purpose of furthering Lessee's permitted use of the Premises. Such improvements, if permanently placed or affixed to the Premises, shall become the property of Lessor at termination or expiration of this Agreement (the “Fixed Lessee Improvements”), except as otherwise agreed to in writing by the Parties. Lessee shall not remove or dispose of any of the leased premises, ▇▇▇▇▇▇ acknowledges that same were on assets or Fixed Lessee Improvements at the date of occupancy in good, clean and tenable condition, subject only to Premises (but expressly excluding all other Lessee Improvements which may be removed at Lessee’s discretion) without the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance prior written approval of Lessor, such approval not to be unreasonably withheld, conditioned or delayed. Lessee shall be made under notify Lessor within three (3) days of any damage to any part of the supervision, direction Premises. Nothing in this section shall limit Lessee’s right to remove its trade fixtures and control moveable equipment installed by Lessee. Lessee shall not impair or negatively impact the original capability of Lessor's architect, shall be made in good and workmanlike manner according the Facilities. 8.2 Subject to the terms, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character prior written approval of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not be unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain have the right to install and deliver maintain signage at the Leased Premises at Lessee’s sole cost and expense (including but not limited to Lessor a valid waiver construction costs, permits, and release licensing fees) and in conformity with all Applicable Laws, restrictive covenants, ordinances, rules, and regulations; provided that such signage shall only relate to Lessee’s occupancy of mechanic's liens by each party who will furnish laborand operations on the Leased Premises. During the Term of this Agreement, materials or services to Lessee shall maintain any such signage at the lease premises. 4.3 At Leased Premises in good repair and in compliance with Applicable Laws. Upon the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or earlier termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedientAgreement, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit remove all signage and repair and restore any mechanic's damage to the Premise resulting from the installation or materialmen's liens to stand against the leased premises or against the Central School removal of any such signage at Lessee’s sole cost and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annumexpense.

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

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

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

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

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

Improvements. 4.1 In taking possession (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 (a) Authority shall have no obligation to renew, repair or replace any inadequate, obsolete, worn-out, unsuitable, undesirable or unnecessary Buildings included in the Premises. Tenant shall have the right during the Term, at its expense, (i) to repair, improve, remodel and renovate such Buildings and other improvements on the Premises, wholly within the boundary lines thereof, in accordance with plans and specifications approved in advance by Authority, which consent will not be unreasonably withheld, conditioned or delayed, and in compliance with all applicable requirements of the leased premisesFAA (including its regulation entitled “Objects Affecting Navigable Airspace,” 14 C.F.R. Part 77 (the “Navigable Airspace Regulation”)), ▇▇▇▇▇▇ acknowledges that same were all applicable building codes and all applicable federal, state or local laws, rules and regulations, and (ii) to install its own furnishings, equipment, machinery and other personal property in the Premises (which shall not become part of the Premises) or to attach fixtures or structures on the date Premises. So long as no Event of occupancy in goodDefault shall have occurred and be continuing, 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 Tenant may remove at its own expense from time to time, including upon the expiration of the Term and within a reasonable period of time thereafter, any of its furnishings, equipment, machinery, other personal property or trade fixtures added by it which do not constitute part of the Premises; provided, however, that such removal shall be accomplished so as to leave the Premises, except for ordinary wear and tear, in substantially the same condition as it was before Tenant’s furnishings, equipment, machinery or fixtures were added to it, and that Tenant shall promptly repair at its expense any damage to the Premises caused by such removal. If Tenant fails or neglects to so remove all or any portion of such property upon or prior to the expiration of the Term, Authority, at its sole option, may either remove and dispose of such property and charge the cost of such removal and disposal to Tenant, which cost Tenant hereby agrees to pay, or consider the same to be abandoned and take title thereto without any consideration therefor to Tenant. Except as provided in the immediately preceding sentence, all furnishings, equipment, machinery and other personal property installed by Tenant pursuant to this Section shall remain the sole property of Tenant in which Authority shall have no interest, and shall be subject to any landlord’s lien as may now or hereafter be provided by the laws of the State of Tennessee, as the same may be amended from time to time. (b) Without limiting the generality of Section 3.01(a), Tenant shall have the right to install, maintain and operate in or upon the Premises such aviation radio, communications, meteorological and aerial navigation equipment and facilities as may be necessary or convenient in its opinion for its operations at the Premises, subject to the prior written consent (which consent shall not be unreasonably withheld) of Authority as to the location, manner or installation and type thereof. Such equipment and facilities may be located without additional charge or fee in or upon the Premises, or, upon payment of the applicable rent for such location, at any other locations on the Airport, as may be requested by Tenant and consented to by Authority, which consent shall not be unreasonably withheld. Also without limiting the generality of the foregoing provisions of this Section, Tenant shall have the right to install and operate upon the Premises advertising signs representing its business, which signs shall be substantially uniform in size, general nature and location with those of other companies engaged in air and space commerce at the Airport; provided that Tenant shall comply with all rules and regulations of the FAA or other Governmental Authorities having jurisdiction over the Airport (including the Airport Rules and Regulations) as to the lighting, height and other features of such signs. The number, size, design and location of all such signs shall be subject to the prior approval of Authority, which approval shall not be unreasonably withheld. Upon the expiration of the Term, Tenant, if requested by Authority, shall also obliterate or paint out any and all advertising signs, posts and similar devices placed by Tenant on the Premises. In the event of Tenant’s failure so to obliterate or paint out each and every sign, poster and similar device so requested by Authority, Authority may perform such necessary work and Tenant shall pay the cost thereof upon demand to Authority. (c) Tenant hereby covenants that it will not conduct or permit to be conducted any activity on the Premises, or construct any building, structure or improvement or create any natural object on the Premises, which would interfere with or be a hazard to the flight of aircraft either to or from the Airport, or interfere with air navigation and communication facilities serving the Airport. Tenant may make interior alterations (structural or otherwise), minor exterior alterations and improvements changes, decorations and minor additions to the leased premises except Premises without Authority’s prior written consent as otherwise indicated to be long as it does not materially change previously approved structural improvements or violate the obligation terms and conditions of Lessor under this Lease Agreementthe Navigable Airspace Regulation. All such repairs, improvements and alterations made by Lessee or at the direction or for the benefit of Tenant on or to the Premises shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made performed in a good and workmanlike manner according to the terms, conditions and in compliance with all applicable building codes and zoning laws and requirements set by ▇▇▇▇▇▇ of the FAA. (d) Tenant shall also have the right during the Term, at its sole cost and its architectexpense and subject to Authority’s and the FAA’s prior written consent, to expand or modify Tenant’s air cargo operation facility, offices, aircraft parking apron, and aircraft fueling stations, and other related facilities located on the Premises. (e) Tenant shall also have the right during the Term to make at its expense improvements, alterations or modifications of the Premises, which shall become part of the Premises; provided that such improvements, alterations or modifications are all deemed necessary or beneficial by Tenant for the use of the Premises, do not impair the Premises or adversely affect the structural integrity thereof, do not diminish the rental value or operating efficiency thereof, and are made wholly within the boundary lines of the Premises, in accordance with plans and specifications approved in advance by Authority, which consent will not be unreasonably withheld, conditioned or delayed, and in compliance with all applicable requirements of the FAA (including the Navigable Airspace Regulation), all applicable building codes and all applicable federal, state or local laws, rules and regulations. (f) Upon the expiration of the Term, by lapse of time or otherwise, the Premises, as constituted at the time, 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 thereafter 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 Authority without requirement of the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date payment of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration any compensation 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 consideration 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 annumit.

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 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 Landlord shall at its sole expense, improve the leased premises, ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in good, clean and tenable condition, subject only to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are Premises as set forth on in Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and “B” (“Landlord’s Work”). Any improvements to the leased premises except as otherwise indicated to Premises other than those set forth in Exhibit “B” shall be constructed by the obligation Tenant at the sole cost and expense of Lessor under the Tenant (“Tenant’s Work”). Within twenty days from the date this Lease Agreementis execute by Landlord and Tenant and before any of Tenant’s work is started, Tenant shall submit for Landlord’s approval detailed plans and specifications for all Tenant’s work, which must include the extent such work will require mechanical or electrical installations which will be connected to utilities furnished by Landlord or will affect the exterior appearance of the Premises or its structural, mechanical, or electrical components. Tenant shall fully equip the Premises with all trade equipment, lighting fixtures, furniture, operating equipment, furnishings, fixtures, floor coverings and exterior signs and any other equipment necessary for the operation of Tenant’s business. All such improvements and alterations made fixtures installed by Lessee Tenant shall be undertaken only upon advance approval new or completely reconditioned to the satisfaction of Lessorlandlord. Should Tenant install a cooling tower or other air-conditioning equipment on the roof of the Premises, Tenant shall be made under assume primary responsibility for the supervisionmaintenance and repair of the roof and such installation, direction operation and control of Lessor's architect, maintenance shall be made in good and workmanlike such manner according that the right of Landlord under any roofing bond then in force shall not be affected. All improvements, additions or fixtures (other than trade fixtures not permanently affixed to the termsrealty) that may be made or installed on the Premises by either party (including floor coverings cemented or otherwise affixed to the floor) shall be the property of the Landlord. Tenant shall not make any structural alteration in or additions to the Premises. If alterations become necessary because of the application of laws or ordinances or of the directions, conditions rules or regulations of any regulatory body to the business carried on by the Tenant or because of any act of default on the part of the Tenant or because Tenant has overloaded any electrical or other facility, Tenant shall make any required alterations whether structural or non-structural at its own cost and requirements set expense after first obtaining Landlord’s written approval of plans and specifications and Tenants furnishing to Landlord such indemnification against liens, costs, damages and expenses as Landlord may reasonably require. All improvements shall be in accordance with all Federal, State and Local regulations and codes and will not commence prior to obtaining all applicable permits. Tenant shall not place or suffer to be placed or maintained on any exterior door, roof, wall or window of the Complex or Premises including the storefront or any other part of the Premises visible from any part of the common area any sign, awning, or canopy, or advertising matter or other thing of any kind, and will not place or maintain any decoration, lettering or advertising matter on the glass of any window or door of the Premises without first obtaining Landlord’s written approval and consent. Tenant further agrees to maintain such sign, awning, canopy, decoration, lettering, advertising matter or other thing as may be approved by ▇▇▇▇▇▇ Landlord in good condition and its architectrepair at all times and to remove the same at the end of the term if requested by Landlord to do so. Upon removal thereof Tenant agrees to repair any damage to the Premises caused by such installation. Landlord shall have at all times a valid lien for all Rent, Additional Rent and other sums of money becoming due hereunder from the Tenant upon all goods, wares, equipment, fixtures, furniture and other personal property of Tenant situated on the Premises without liability for trespass or conversion, and shall be in keeping have the right to sell the same with or without notice at public or private sale, with or without having such property at the sale at which Landlord or its assignees may purchase, and apply the proceeds thereof, less any and all expense connected with the historical character taking of possession and sale of the building. All alterations property, and improvements performed on the leased premises as a credit against any sums due by ▇▇▇▇▇▇ Tenant to Landlord any surplus shall be performed paid to Tenant, and Tenant agrees to pay any deficiency forthwith. Alternatively, the lien hereby granted may be foreclosed in the manner and form provided by competent contractors and subcontractors approved law or in any other form provided by Lessor, which approval shall not unreasonably be withheldlaw. Lessee shall pay for all architectural, engineering Tenant agrees to execute such financing statements and other services and all costs incurred documents as may be required by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration the Commercial Code of the leased premisesstate in which the Premises are located in order to preserve the priority of the lien created. The statutory lien for rent is not hereby waiver, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect express contractual lien herein granted being in addition and other agents connected therewithsupplementary thereto. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the Upon expiration or termination of the term of this Lease AgreementTenant agrees to promptly remove its personal property, all improvements trade fixtures and alterations made signs and upon Tenant’s failure to do so, the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade said fixtures, machinery, signs and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned by Tenant and shall become the property of Lessor the Landlord. The Landlord shall not be liable for trespass, conversion or negligence by reason of its acts or acts of anyone claiming under it or by reason of the negligence of any person with respect to be disposed the acquisition and/or disposition of as Lessor deems expedientsuch property. Tenant agrees that it will repair any damage done to the Premises by the installation and/or removal of its trade fixtures and signs, with all costs and upon failure of cleanup and disposal of goods abandoned Tenant to do so promptly at the leased premises end of the term Tenant agrees to be paid pay Landlord any cost incurred by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's Landlord in making such repairs or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against affecting such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annumremoval.

Improvements. 4.1 In taking possession of the leased premises, ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in good, clean and tenable condition, subject only All standard or special Tenant improvements which are affixed to the repairs or improvements which Lessor has agreed to make Premises, including but not limited to, any paid for by Landlord, shall at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements times be the property of Landlord. Notwithstanding anything in this Lease to the leased premises contrary, however, Tenant improvements such as telephone and computer equipment (except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements for lines and alterations made by Lessee shall be undertaken only upon advance approval of Lessorinternal Building wiring) and modular walls and partitions, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according whether or not affixed to the termsPremises, conditions and requirements set by ▇▇▇▇▇▇ and its architect, and shall be in keeping with will remain the historical character property of Tenant. Upon the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement Expiration Date or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or sooner termination of the term of this Lease AgreementTerm, all improvements and alterations made additions to the leased premises Premises made by Lessee Tenant shall remain with the leased premises and shall be become the property of Lessor. Lessee shallLandlord, at its expense, except Tenant may remove ▇▇▇▇▇▇Tenant's goods and effects, including trade fixtures, machineryoffice supplies and movable office furniture and equipment not attached to Building 2 provided: (a) such removal is made prior to the Expiration Date or sooner termination of the Lease Term, (b) no Event of Default (as defined in Section 24 of this Lease) exists at the time of such removal, and equipment(c) Tenant immediately repairs all damage caused by or resulting from such removal. All other property in the Premises and any alterations or additions thereto (including, without limitation, wall-to-wall carpeting, paneling, wall covering or lighting fixtures and apparatus) and any other article affixed to the floor, wall or ceiling of the Premises shall become the property of Landlord and shall remain upon and be surrendered with the Premises, Tenant hereby waiving all rights to any payment or compensation therefor. If, however, Landlord so requests in writing, Tenant will, prior to the Expiration Date or sooner termination of the Lease Term, remove such alterations, additions, fixtures, equipment and property placed or installed by Tenant in the Premises as requested by Landlord, and quit and deliver up will immediately repair any damage caused by or resulting from such removal to the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on of the original date of occupancyPremises prevailing upon the Commencement Date, reasonable wear and tear excepted. Any If Tenant shall fail to remove any of Tenant's property left in of any nature whatsoever from the leased premises Premises on the Expiration Date, sooner termination of the Lease Term or when Landlord has the right of re-entry, Landlord may, at Landlord's option, remove and store said property without liability for loss thereof or damage thereto, such storage to be for the account and at the expiration expense of Tenant. If Tenant shall not pay the cost of storing any such property after it has been stored for a period of thirty (30) days or termination more, Landlord may, at Landlord's option, sell, or permit to be sold, any or all of this term of this lease shall be deemed such property at public or private sale (and Landlord may become a purchaser at such sale), in such manner and at such times and places as Landlord in Landlord's sole discretion may deem proper, without notice to have been abandoned Tenant, and shall become apply the property proceeds of Lessor such sale; first, to be disposed the cost and expenses of as Lessor deems expedientsuch sale, with all including reasonable attorneys' fees actually incurred; second, to the payment of the costs or charges for storing any such property; third, to the payment of cleanup and disposal any other sums of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and money which may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annum.

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

Improvements. 4.1 In taking possession 1. Lessee covenants and agrees to construct improvements on the Premises in accordance with the Lessor’s Minimum Standards Document. 2. Lessor will cause to be filed with the FAA a Form 7460-1 Notice of Proposed Construction or Alteration and use best efforts to obtain FAA approval for construction of any improvements consistent with the leased premisesterms of this agreement. 3. Lessor and Lessee agree that the leasehold improvements constructed and/or installed pursuant to this provision shall become the property of Lessor upon termination or expiration of this Agreement. 4. Any work Lessee desires to do in the Premises ("Lessee's Work") shall be done in conformity with plans and specifications prepared by Lessee in accordance with this Article V. Lessee shall not commence any such work until Lessor shall have approved said plans and specifications. All of Lessee's Work shall be done in accordance with this Article V and the plans and specifications approved by Lessor. 5. Lessee's Work shall be performed and all facilities, equipment and fixtures shall be installed in conformity with all legal requirements. Lessee shall hold Lessor harmless from any penalty, damage or injury of whatever kind arising out of a failure of ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in good, clean and tenable condition, subject only ▇'s Work so to the repairs or improvements which conform. The submission to Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee of plans and specifications shall be undertaken only upon advance constitute a warranty by the Lessee that the work provided for therein is in conformity with all legal requirements and this Article V. No approval by Lessor of Lessor, such plans and/or specifications shall be made under the supervision, direction and control constitute in any manner a waiver by Lessor of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set rights under these warranties. 6. Unless otherwise agreed by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ in writing and subject to the provisions of Article V Section A.7. below, Lessee, at its architectexpense, shall construct, furnish or install all improvements, equipment or fixtures within the Premises that are necessary for Lessee’s occupancy and use of the Premises (hereinafter referred to as "Lessee's Work"). ▇▇▇▇▇▇'s Work shall be in keeping conformity with the historical character of the buildingplans submitted to and approved by Lessor. All alterations Lessee shall cause all plans, drawings and improvements performed on the leased premises specifications for ▇▇▇▇▇▇'s Work, whether preliminary or final, to be prepared by a licensed architect and, where appropriate, mechanical, electrical and structural engineers. 7. (a) Prior to commencing any improvements, ▇▇▇▇▇▇ shall be performed by competent contractors prepare and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay submit to Lessor for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration Approval (as hereinafter defined), as to design two (2) sets of fully dimensioned to scale preliminary drawings of the leased premises, including the work, if any, of Premises and ▇▇▇▇▇▇'s engineerproposed work therein. As used herein, architect "Lessor Approval" or any approval right of Lessor hereunder with respect to Lessee's Work shall mean the approval by Lessor of the design intent of any submitted drawings with respect to Lessor's overall project requirements, provided, however, that no approval by Lessor shall be deemed an affirmation that such drawings or improvements constructed in accordance therewith are in compliance with all applicable building code and other agents connected therewith. Prior to undertaking applicable ordinances and regulations, nor shall any alterations or improvements to the leased premises, such approval by Lessor relieve Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shallfrom its obligations, at its expense, remove ▇▇▇▇▇▇'s goods sole cost and effectsexpense, including trade fixtures, machinery, to make any architectural and equipment, and quit and deliver up the leased premises construction changes to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration such drawings or termination of this term of this lease shall be deemed improvements necessary to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, comply with all costs of cleanup applicable governmental ordinances and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annumregulations.

Improvements. 4.1 In taking possession Subject to delays due to governmental regulation, unusual scarcity of or inability to obtain labor or materials, labor difficulties, casualty or other causes reasonably beyond Lessor's control (collectively "Lessor's Force Majeure") or attributable to Lessee's action or inaction (including, without limitation, the activities of Lessee prior to the Commencement Date permitted by Rider Paragraph 1), Lessor shall use reasonable speed and diligence in the construction of the leased premiseswork for and respecting the Premises described in Exhibit F attached hereto ("Lessor's Work"), ▇▇▇▇▇▇ acknowledges that same were but Lessee shall have no claim against Lessor for Lessor's failure so to complete Lessor's Work, except for the right to terminate this Lease, without further liability to either party, in accordance with the provisions of Rider Paragraph 7(B). The Premises shall be treated as having been "Substantially Complete" on the date on which Lessor's Work has been completed except for items of work and adjustment of equipment and fixtures which can be completed after occupancy has been taken without causing substantial interference with Lessee's use of the Premises (i.e. so-called "punch list items"). Lessor shall complete as soon as conditions practically permit all punch list items and Lessee shall cooperate with Lessor in goodproviding access as may be required to complete such work in a normal manner. Lessee agrees that no delay by it, clean and tenable conditionor anyone employed by it, subject only in performing work to prepare the Premises for occupancy (including, without limitation, the activities of Lessee prior to the repairs Commencement Date permitted by Rider Paragraph 1) shall delay commencement of the Term or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation to pay rent, regardless of Lessor under this Lease Agreementthe reason for such delay or whether or not it is within the control of Lessee or any such employee. All No such improvements and alterations made delay caused by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under the supervision, direction and control of Lessor's architect, shall be made in good and workmanlike manner according to the terms, conditions and requirements set or anyone employed by ▇▇▇▇▇▇ and its architect, and shall be in keeping with the historical character of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay for all architectural, engineering and other services and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premises. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease it shall be deemed to have been abandoned occurred unless and shall become until Lessor has given written notice to Lessee specifying the property of action or inaction which Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇contends constitutes such a delay. Lessee shall If such action or inaction is not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of cured within one (1) business day after Lessee's acts hereunderreceipt of such notice, pay then a Lessee delay, as set forth in such notice, shall be deemed to have occurred commencing as of the date Lessee received such notice and discharge same and continuing for the number of days the Substantial Completion of the Premises was in fact delayed as a direct result of such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), action or such greater amount as shall then be permitted by law, per annuminaction.

Improvements. 4.1 In taking possession Tenant accepts the Premises in its "AS IS, WHERE IS" condition and "WITH ALL FAULTS", but with the benefit of any available warranties from third parties. Tenant shall not change or alter 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 Premises or the structure, foundation, or building systems without Landlord's prior written approval, which consent, with respect to alterations which are non-structural, non-exterior and which do not affect any building systems, shall not be unreasonably withheld. Landlord may require, as otherwise indicated condition its consent to be any proposed improvement, that Tenant remove the obligation proposed improvement at the end of Lessor under this Lease Agreementthe Term. Tenant shall furnish to Landlord, prior to any work being done, the plans and specifications for any desired work and once any improvements are completed Tenant shall forward final as built drawings for such improvements to Landlord. All such alterations shall be performed in a good workmanlike manner using new materials of good quality and shall be performed in accordance with all Applicable Laws. Upon termination of this Lease, the Tenant Improvements and other improvements and or alterations made by Lessee Tenant after the Commencement Date (collectively "Improvements"), excluding Tenant's trade fixtures and equipment, which may be removed without damage to the Premises, shall at once become part of the Premises; provided that Tenant shall be undertaken only required to remove any improvements constructed by Tenant, if Landlord conditioned its consent to such improvement upon advance approval the removal thereof upon the termination of Lessorthis Lease. With regard to improvements to the Premises constructed by Tenant, Tenant shall pay as Rent when due all costs for work performed and materials supplied to the Premises. Tenant shall keep Landlord, the Premises free from all liens, stop notices and violation notices relating to any alterations, and Tenant shall protect, indemnify, hold harmless and defend Landlord from any and all loss, cost, damage, liability and expense, including attorneys' fees, related to any such liens or notices. During the progress of such work, Tenant shall, upon Landlord's request, furnish Landlord with sworn contractor's statements and lien waivers covering all work theretofore performed. If Tenant fails to pay and remove such lien, claim or encumbrance within ten (10) days after recordation, Landlord, at its election, may pay and satisfy the same and in such event the sums so paid by Landlord, together with interest thereon equal to the Default Rate, 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 annumTenant upon demand.

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 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 of 8.1 Tenant accepts the leased premisesDemised Premises in their 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 be first 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 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, at its expenseupon written demand by the City Manager, 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 promptly removed by ▇▇▇▇▇▇. Lessee , at its expense and responsibility, and Tenant further hereby agrees, in such event, to restore the Demised Premises to their original condition prior to the Commencement Date of this Agreement. 8.3 The above requirements for submission of plans and the use of specific contractors shall not permit any mechanic's or materialmen's liens apply to stand against 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 leased premises or against Demised Premises) which do not exceed Five Hundred ($500.00) Dollars, provided that the Central School work is not structural, and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be provided that it is permitted by applicable law, per annum.

Improvements. 4.1 In taking possession 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 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 "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 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 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 A. Tenant shall not place or construct any improvements, structures, alterations, modifications, signs or additions (collectively, “Improvements”) in, to, or upon the Premises without the prior written approval of the leased premisesCommission. B. Tenant shall obtain the Commission’s prior written approval of Improvements in accordance with the Tenant’s Alteration Process (as such process may be amended by the Commission from time to time, ▇▇▇▇▇▇ acknowledges that same were on “TAA Process”). Tenant shall submit with any request for the date Commission’s TAA Process approval such preliminary engineering, architectural plans and other information as required by the TAA Process. Tenant shall furnish copies of occupancy in goodall such engineering, clean architectural plans and tenable condition, subject only other applicable information to the repairs or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached heretoMassachusetts Department of Transportation, Aeronautics Division (“MassDOT”), and, if there are anyso directed by the Commission, to the Federal Aviation Administration (“FAA”). The Commission’s approvals of the Improvements may be withheld, granted or conditioned upon factors which the Commission determines has or may have an impact upon the Commission, the Airport, its procedure or its efficient operation. The Commission shall not consent to any improvements, alterations, additions, remodeling, rebuilding, relocation or demolition that would result in the Commission or Tenant violating any of their respective obligations to the FAA or MassDOT, or that would be incompatible with existing and planned aeronautical uses of the Airport. 4.2 Lessee agrees to make C. Upon completion of any Improvements, Tenant, at its own expense all alterations cost, shall make or have made as-built plans of such Improvements and improvements submit said plans to the leased premises except as otherwise indicated to be Commission within thirty (30) days of Tenant’s completion of such Improvements. D. If Tenant does not obtain the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance prior written approval of LessorImprovements from the Commission, shall be made under or, if Tenant does not comply with the supervisionprovisions and conditions of said approval, direction or does not submit as- built plans as required herein, the Commission may, upon reasonable prior notice, enter the Premises and control restore the condition of Lessor's architectthe Premises, shall be made in good and workmanlike manner according to complete the termsImprovements as approved by the TAA Process and/or have as-built plans made, conditions and requirements set by ▇▇▇▇▇▇ and its architectas appropriate, and Tenant shall be in keeping with reimburse the historical character of the building. All alterations and improvements performed on the leased premises by ▇▇▇▇▇▇ shall be performed by competent contractors and subcontractors approved by Lessor, which approval shall not unreasonably be withheld. Lessee shall pay Commission for all architectural, engineering and other services any and all costs incurred by Lessor in connection with ▇▇▇▇▇▇'s improvement or alteration of the leased premises, including the work, if any, of ▇▇▇▇▇▇'s engineer, architect and other agents connected therewith. Prior to undertaking any alterations or improvements to the leased premises, Lessee shall obtain and deliver to Lessor a valid waiver and release of mechanic's liens by each party who will furnish labor, materials or services to the lease premisesso doing plus an additional 15% thereof as an administrative surcharge. 4.3 At the expiration or termination of the term of this Lease Agreement, all improvements and alterations made to the leased premises by Lessee shall remain with the leased premises and shall be the property of Lessor. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods and effects, including trade fixtures, machinery, and equipment, and quit and deliver up the leased premises to Lessor, peaceably and quietly in as good order and condition as same were in on the original date of occupancy, reasonable wear and tear excepted. Any property left in the leased premises at the expiration or termination of this term of this lease shall be deemed to have been abandoned and shall become the property of Lessor to be disposed of as Lessor deems expedient, with all costs of cleanup and disposal of goods abandoned at the leased premises to be paid by ▇▇▇▇▇▇. Lessee shall not permit any mechanic's or materialmen's liens to stand against the leased premises or against the Central School and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annum.

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

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

Improvements. 4.1 In taking possession of the leased premises, ▇▇▇▇▇▇ acknowledges that same were on the date of occupancy in good, clean and tenable condition, subject only to the repairs No alteration or improvements which Lessor has agreed to make at Lessor's expense and which are set forth on Exhibit "C" attached hereto, if there are any. 4.2 Lessee agrees to make at its own expense all alterations and improvements to the leased premises except as otherwise indicated to be the obligation of Lessor under this Lease Agreement. All such improvements and alterations made by Lessee shall be undertaken only upon advance approval of Lessor, shall be made under to the supervisionSubleased Premises, direction except in accordance with the Master Lease, and control with the prior written consent of Lessor's architectboth 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. In 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 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 made constructed in a good and workmanlike manner according to and in compliance with all applicable laws and the terms, conditions plans 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 specifications therefor approved by Lessor, Sublessor (which approval shall not be unreasonably be withheld. Lessee shall pay for all architectural, engineering conditioned or delayed) and other services Master Lessor and all costs incurred any reasonable construction rules and regulations specified by Sublessor or Master 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 performed in a manner that does not unreasonably interfere with Sublessor’s use and enjoyment of Building 2051 and the property Project. Sublessor may condition its consent upon Sublessor’s receipt of Lessorsecurity reasonably satisfactory to Sublessor for the restoration of the Subleased Premises and affirmation of Sublessee’s restoration obligations under this Sublease. Lessee shall, at its expense, remove ▇▇▇▇▇▇'s goods All removal and effects, including trade fixtures, machinery, and equipment, and quit and deliver up restoration shall be completed by Sublessee prior 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 Expiration Date or earlier termination of this term 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 lease Sublease, Sublessee shall be deemed remove all such alterations (unless Sublessee is not required to have been abandoned 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 shall become restore the property Subleased Premises to the condition in which they existed prior to the installation 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 ▇▇▇▇▇▇such alteration. Lessee Sublessor shall not permit any mechanic's or materialmen's liens unreasonably withhold its consent to stand against the leased installation of conduit between the Subleased Premises and Sublessee’s premises or against at 2029 Stierlin Court, provided, that (i) Master Lessor consents to such installation; (ii) Sublessee is not in default, beyond applicable notice and cure periods, of this Sublease; and (iii) such installation complies with the Central School provisions of this Sublease and Lessor may require appropriate assurances by way of bond, deposit or other reasonable procedure to protect against such liens and may, should such liens arise out of Lessee's acts hereunder, pay and discharge same and such amounts shall become due and payable to Lessor from Lessee with interest at the rate of eight percent (8%), or such greater amount as shall then be permitted by law, per annumMaster Lease.

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