Common use of Landlord’s Improvements Clause in Contracts

Landlord’s Improvements. a) Landlord, at its own cost and expense, shall construct a cold dark shell building containing certain warehouse improvements on the Land. Landlord shall construct the shell building, including certain warehouse improvements, and site improvements in accordance with the “Specifications for Landlord’s Improvements” attached hereto as Exhibit “F” and incorporated herein by reference (“Landlord’s Improvements”), subject to any changes or modifications required by Applicable Law existing at the time of provision. With the exception of changes and modifications required by Applicable Law, Landlord shall construct Landlord’s Improvements in compliance with the Specifications for Landlord’s Improvements unless Tenant approves in writing in advance any deviation therefrom. Landlord will assign to Tenant all warranties for any building component or system to be maintained by Tenant that are assignable and pass through to Tenant the benefit thereof to the extent not assignable. Landlord will enforce all warranties not assigned to Tenant. Landlord will pass through, for benefit of Tenant, any subcontractor warranties provided on Landlord’s Improvements. b) Tenant shall make no changes or modifications to the Specifications for Landlord’s Improvements without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Landlord may withhold consent if such change or modification would: (i) directly or indirectly delay LI Substantial Completion, unless Tenant agrees that any such delay shall constitute a Tenant Delay; (ii) increase the cost of designing or constructing any of Landlord’s Improvements, unless Tenant agrees to pay for such increased cost as if such increased cost were a Change Order Cost (as defined below); (iii) be of a quality lower than the quality of the Landlord’s Improvements set forth in the Specifications for Landlord’s Improvements; (iv) violate any Applicable Laws and/or (v) result in the Building being reclassified from its current classification as warehouse/industrial use, unless Tenant agrees to pay the reasonable costs of restoration at the end of the Lease Term. Notwithstanding anything to the contrary set forth in this Lease, in the event that Tenant shall request any changes or substitutions to the Specifications for Landlord’s Improvements and such changes, differences and/or substitutions result in increased costs in excess of the costs of those Landlord’s Improvements set forth on the Specifications for Landlord’s Improvements, then, to the extent of any remaining unused portion of the TI Allowance (as defined in Section 22.02), Landlord shall construct such approved changes at Landlord’s cost and expense and shall receive a credit towards the TI Allowance for such expense. To the extent that such costs exceed the TI Allowance, Tenant shall pay such excess costs to Landlord within ten (10) business days of receipt of an invoice from the Contractor to the Landlord incorporating such changes. In the event that any Tenant requested changes result in a delay, such delay shall be deemed a Tenant Delay. If Tenant desires any change to the Specifications for Landlord’s Improvements, such changes may only be requested by the delivery to Landlord by Tenant of a proposed written “Change Order” specifically setting forth in detail the requested change. Landlord shall have ten (10) business days from the receipt of the proposed Change Order to provide the following items: (A) a reasonable summary of any estimated increase or decrease (if any) in the cost of Landlord’s Improvements caused by such proposed change (“Change Order Cost”) and (B) a statement of the estimated number of days of any delay or acceleration (if any) to the LI Substantial Completion caused by such proposed change, including, without limitation, design and construction delays, as reasonably determined by Landlord, the architect and the Contractor (the “Change Order Delay”). If applicable, Tenant shall then have ten (10) business days to approve the Change Order Cost and the Change Order Delay in writing to Landlord. If Tenant fails to respond to Landlord within said 10-business day period, the Change Order Cost and the Change Order impact shall be deemed disapproved by Tenant and Landlord shall have no further obligation to perform any work set forth in the proposed Change Order unless and until Tenant provides an updated Change Order. If Tenant approves the Change Order Cost and Change Order Delay, (i) the parties shall be deemed to have accelerated or extended the date of LI Substantial Completion, Target Delivery Date, Termination Date, and the Commencement Date by the number of days of the Change Order Delay, (ii) Landlord shall, promptly execute the Change Order and cause the appropriate changes to the Specifications for Landlord’s Improvements to be made and constructed at Landlord’s cost and expense and (iii) Landlord shall receive a credit towards the remaining TI Allowance for the Change Order Cost and Tenant, to the extent that such Change Order Cost exceeds the remaining TI Allowance, shall reimburse Landlord for the Change Order Cost within thirty (30) days following receipt of invoice from the Contractor and, if requested by Tenant, reasonable backup documentation. The Change Order Cost shall include all reasonable and customary costs solely associated with the Change Order, including, without limitation, architectural fees, engineering fees and construction costs, as reasonably determined by the Architect and the Contractor, respectively, a four percent (4%) management fee, general contractor’s fees, and any applicable permits and inspections. c) As used herein, “Tenant Delay” means any delay, including without limitation a delay in the design, construction and/or completion of the Landlord’s Improvements (under either this Lease and/or the Parking Lease) resulting from any or all of the following: (a) Tenant’s failure to timely perform any of its obligations pursuant to this Lease, including without limitation Tenant’s failure to provide approvals, disapprovals and/or make payments within the time frames described herein; or if no time period is prescribed, then within five (5) business days after receipt of such request; (b) any requested modifications to any of the Specifications for Landlord’s Improvements that cause an extension to the LI Substantial Completion; (c) Tenant’s request for materials, finishes, or installations which are not readily available that cause an extension to the LI Substantial Completion; (d) Change Order Delays; (e) Tenant’s construction of the Tenant Improvements; or (f) any other delay, action or failure to act by Tenant, Tenant’s Representative, Tenant’s employees, agents, independent contractors, subcontractors, consultants and/or any other person performing or required to perform services on behalf of Tenant, including without limitation interference with Landlord, the Contractor or subcontractors during Tenant’s early occupancy of the Premises under Section 2.04, in each case that causes an extension to the date of LI Substantial Completion (under this Lease and/or the Parking Lease). Landlord shall provide Tenant with notice of such Tenant Delay not more than ten (10) days following the earlier of (i) the commencement thereof or (ii) the date that Landlord first becomes aware of such Tenant Delay.

Landlord’s Improvements. a) LandlordAll fixtures, improvements or equipment ------------------------ which are installed, constructed on or attached to the Property by Landlord at its own expense shall become a part of the realty and belong to Landlord. Tenant shall pay Additional Rent in the amount described in subparagraph 5.4B in the event Landlord is required by Law to make capital improvements required to be constructed in order to comply with any Law not in effect or applicable to the Premises as of the Effective Date which are not the responsibility of Tenant pursuant to paragraph 5.3. The amount of Additional Rent Tenant is to pay with respect to each such capital improvement shall be determined as follows: A. All costs paid by Landlord to construct such improvements (including financing costs but excluding reimbursements received from insurers or other third parties and the cost and expense, shall construct a cold dark shell building containing certain warehouse improvements on of any work ordered by the Land. warranty given by Landlord shall construct pursuant to the shell building, including certain warehouse improvements, and site improvements in accordance with the “Specifications for Landlord’s Improvements” Improvement Agreement attached hereto as Exhibit “F” and incorporated herein "C") ----------- shall be amortized on a straight line basis over the useful life of such improvements (as reasonably determined by reference (“Landlord’s Improvements”), subject to any changes or modifications required by Applicable Law existing Landlord in accordance with generally accepted accounting principles) with interest on the unamortized balance at the time of provision. With the exception of changes then prevailing market rate Landlord would pay if it borrowed funds to construct such improvement from an institutional lender, and modifications required by Applicable Law, Landlord shall construct Landlord’s Improvements in compliance inform Tenant of the monthly amortization payment required to so amortize such costs, and shall also provide Tenant with the Specifications for Landlord’s Improvements unless Tenant approves in writing in advance any deviation therefrom. Landlord will assign to Tenant all warranties for any building component or system to be maintained by Tenant that are assignable and pass through to Tenant the benefit thereof to the extent not assignable. Landlord will enforce all warranties not assigned to Tenant. Landlord will pass through, for benefit of Tenant, any subcontractor warranties provided on Landlord’s Improvementsinformation upon which such determination is made. b) Tenant shall make no changes or modifications to the Specifications for Landlord’s Improvements without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Landlord may withhold consent if such change or modification would: (i) directly or indirectly delay LI Substantial Completion, unless Tenant agrees that any such delay shall constitute a Tenant Delay; (ii) increase the cost of designing or constructing any of Landlord’s Improvements, unless Tenant agrees to pay for such increased cost as if such increased cost were a Change Order Cost (as defined below); (iii) be of a quality lower than the quality of the Landlord’s Improvements set forth in the Specifications for Landlord’s Improvements; (iv) violate any Applicable Laws and/or (v) result in the Building being reclassified from its current classification as warehouse/industrial use, unless Tenant agrees to pay the reasonable costs of restoration at the end of the Lease Term. Notwithstanding anything to the contrary set forth in this Lease, in the event that Tenant shall request any changes or substitutions to the Specifications for Landlord’s Improvements and such changes, differences and/or substitutions result in increased costs in excess of the costs of those Landlord’s Improvements set forth on the Specifications for Landlord’s Improvements, then, to the extent of any remaining unused portion of the TI Allowance (as defined in Section 22.02), Landlord shall construct such approved changes at Landlord’s cost and expense and shall receive a credit towards the TI Allowance for such expense. To the extent that such costs exceed the TI AllowanceB. As Additional Rent, Tenant shall pay an amount equal to such excess costs monthly amortization payment for each month after such improvement is completed until the first to Landlord within ten (10) business days of receipt of an invoice from the Contractor to the Landlord incorporating such changes. In the event that any Tenant requested changes result in a delay, such delay shall be deemed a Tenant Delay. If Tenant desires any change to the Specifications for Landlord’s Improvements, such changes may only be requested by the delivery to Landlord by Tenant of a proposed written “Change Order” specifically setting forth in detail the requested change. Landlord shall have ten (10) business days from the receipt of the proposed Change Order to provide the following items: (A) a reasonable summary of any estimated increase or decrease (if any) in the cost of Landlord’s Improvements caused by such proposed change (“Change Order Cost”) and (B) a statement of the estimated number of days of any delay or acceleration (if any) to the LI Substantial Completion caused by such proposed change, including, without limitation, design and construction delays, as reasonably determined by Landlord, the architect and the Contractor (the “Change Order Delay”). If applicable, Tenant shall then have ten (10) business days to approve the Change Order Cost and the Change Order Delay in writing to Landlord. If Tenant fails to respond to Landlord within said 10-business day period, the Change Order Cost and the Change Order impact shall be deemed disapproved by Tenant and Landlord shall have no further obligation to perform any work set forth in the proposed Change Order unless and until Tenant provides an updated Change Order. If Tenant approves the Change Order Cost and Change Order Delay, (i) the parties shall be deemed to have accelerated or extended the date of LI Substantial Completion, Target Delivery Date, Termination Date, and the Commencement Date by the number of days of the Change Order Delay, (ii) Landlord shall, promptly execute the Change Order and cause the appropriate changes to the Specifications for Landlord’s Improvements to be made and constructed at Landlord’s cost and expense and (iii) Landlord shall receive a credit towards the remaining TI Allowance for the Change Order Cost and Tenant, to the extent that such Change Order Cost exceeds the remaining TI Allowance, shall reimburse Landlord for the Change Order Cost within thirty (30) days following receipt of invoice from the Contractor and, if requested by Tenant, reasonable backup documentation. The Change Order Cost shall include all reasonable and customary costs solely associated with the Change Order, including, without limitation, architectural fees, engineering fees and construction costs, as reasonably determined by the Architect and the Contractor, respectively, a four percent (4%) management fee, general contractor’s fees, and any applicable permits and inspections. c) As used herein, “Tenant Delay” means any delay, including without limitation a delay in the design, construction and/or completion of the Landlord’s Improvements (under either this Lease and/or the Parking Lease) resulting from any or all of the following: (a) Tenant’s failure to timely perform any of its obligations pursuant to this Lease, including without limitation Tenant’s failure to provide approvals, disapprovals and/or make payments within the time frames described herein; or if no time period is prescribed, then within five (5) business days after receipt of such request; (b) any requested modifications to any of the Specifications for Landlord’s Improvements that cause an extension to the LI Substantial Completion; (c) Tenant’s request for materials, finishes, or installations which are not readily available that cause an extension to the LI Substantial Completion; (d) Change Order Delays; (e) Tenant’s construction of the Tenant Improvements; or (f) any other delay, action or failure to act by Tenant, Tenant’s Representative, Tenant’s employees, agents, independent contractors, subcontractors, consultants and/or any other person performing or required to perform services on behalf of Tenant, including without limitation interference with Landlord, the Contractor or subcontractors during Tenant’s early occupancy of the Premises under Section 2.04, in each case that causes an extension to the date of LI Substantial Completion (under this Lease and/or the Parking Lease). Landlord shall provide Tenant with notice of such Tenant Delay not more than ten (10) days following the earlier occur of (i) the commencement thereof expiration of the original Lease Term (excluding any extended terms), or (ii) the date that Landlord first becomes aware end of the term over which such Tenant Delaycosts were amortized, which amount shall be due at the same time the Base Monthly Rent is due.

Landlord’s Improvements. a) All fixtures, improvements or equipment which are installed, constructed on or attached to the Property by Landlord at its expense shall become a part of the realty and belong to Landlord. Tenant shall pay additional rent in the event Landlord, at in its own cost and expensesole discretion, shall construct a cold dark shell building containing certain warehouse elects to make any of the following kinds of capital improvements on the Land. Landlord shall construct the shell building, including certain warehouse improvements, and site improvements in accordance with the “Specifications for Landlord’s Improvements” attached hereto as Exhibit “F” and incorporated herein by reference (“Landlord’s Improvements”), subject to any changes or modifications required by Applicable Law existing at the time of provision. With the exception of changes and modifications required by Applicable Law, Landlord shall construct Landlord’s Improvements in compliance with the Specifications for Landlord’s Improvements unless Tenant approves in writing in advance any deviation therefrom. Landlord will assign to Tenant all warranties for any building component or system to be maintained by Tenant that are assignable and pass through to Tenant the benefit thereof to the extent not assignable. Landlord will enforce all warranties not assigned to Tenant. Landlord will pass through, for benefit of Tenant, any subcontractor warranties provided on Landlord’s Improvements. b) Tenant shall make no changes or modifications to the Specifications for Landlord’s Improvements without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Landlord may withhold consent if such change or modification wouldProperty: (i) directly capital improvements required to be constructed in order to comply with any Law not in affect or indirectly delay LI Substantial Completion, unless Tenant agrees that any such delay shall constitute a Tenant Delayapplicable to the Property as of the Commencement Date; (ii) increase modification of existing or construction of additional capital improvements or building service equipment for the cost purpose of designing reducing the consumption of utility services or constructing any Common Operating Expenses of Landlord’s Improvements, unless Tenant agrees to pay for such increased cost as if such increased cost were a Change Order Cost (as defined below)the Property; (iii) be replacement of a quality lower than the quality capital improvements or building service equipment existing as of the Landlord’s Improvements set forth in the Specifications for Landlord’s ImprovementsCommencement Date when required because of normal wear and tear; and (iv) violate the amount of "deductibles" paid by Landlord for the restoration of any Applicable Laws and/or (v) result in the Building being reclassified from its current classification as warehouse/industrial use, unless Tenant agrees to pay the reasonable costs of restoration at the end part of the Lease Term. Notwithstanding anything Property that has been damaged to the contrary set forth in this Lease, in the event that Tenant shall request extent such "deductible" is not included within Common Operating Expenses. With respect to any changes or substitutions to the Specifications for Landlord’s Improvements and such changes, differences and/or substitutions result in increased costs expenditure in excess of the costs of those Landlord’s Improvements set forth on the Specifications Fifty Thousand Dollars ($50,000) for Landlord’s Improvementswhich Landlord seeks contribution pursuant to this paragraph 5.4 from Tenant, then, prior to the extent of any remaining unused portion of the TI Allowance (as defined in Section 22.02)incurring such expense, Landlord shall construct notify Tenant of the nature and estimated amount of such approved changes at Landlord’s expenditure and, if Tenant so requests, shall provide Tenant with such information upon which such cost and expense and estimate is based for Tenant's approval. The amount of additional rent Tenant is to pay with respect to each such capital improvement shall receive a credit towards the TI Allowance for such expense. To the extent that such costs exceed the TI Allowance, be determined as follows: A. Tenant shall have the option to pay such excess in cash an amount equal to Tenant's Allocated Share of all costs paid by Landlord to Landlord within ten (10) business days of receipt of an invoice from construct the Contractor improvements in question fairly allocable to the Landlord incorporating such changes. In the event that any Tenant requested changes result in a delay, such delay shall be deemed a Tenant Delay. If Tenant desires any change to the Specifications for Landlord’s Improvements, such changes may only be requested by the delivery to Landlord by Tenant of a proposed written “Change Order” specifically setting forth in detail the requested change. Landlord shall have ten Premises (10) business days from the receipt of the proposed Change Order to provide the following items: (A) a reasonable summary of any estimated increase or decrease (if anyincluding financing costs) in the cost of Landlord’s Improvements caused by such proposed change (“Change Order Cost”) and (B) a statement of the estimated number of days of any delay or acceleration (if any) to the LI Substantial Completion caused by such proposed change, including, without limitation, design and construction delays, as reasonably determined by Landlord, the architect and the Contractor (the “Change Order Delay”). If applicable, Tenant shall then have ten (10) business days to approve the Change Order Cost and the Change Order Delay in writing to Landlord. If Tenant fails to respond to Landlord within said 10-business day period, the Change Order Cost and the Change Order impact shall be deemed disapproved by Tenant and Landlord shall have no further obligation to perform any work set forth in the proposed Change Order unless and until Tenant provides an updated Change Order. If Tenant approves the Change Order Cost and Change Order Delay, (i) the parties shall be deemed to have accelerated or extended the date of LI Substantial Completion, Target Delivery Date, Termination Date, and the Commencement Date by the number of days of the Change Order Delay, (ii) Landlord shall, promptly execute the Change Order and cause the appropriate changes to the Specifications for Landlord’s Improvements to be made and constructed at Landlord’s cost and expense and (iii) Landlord shall receive a credit towards the remaining TI Allowance for the Change Order Cost and Tenant, to the extent that such Change Order Cost exceeds the remaining TI Allowance, shall reimburse Landlord for the Change Order Cost cash within thirty (30) days following receipt after the improvement has been substantially completed and Landlord has notified Tenant of invoice the cost of such improvement and the amount of Tenant's required contribution. If Tenant does not exercise such option to pay such amount in cash, then the provisions of subparagraph 5.4B shall apply. B. All costs paid by Landlord to construct such improvement (including financing costs) shall be amortized on a straight line basis over the useful life of such improvement (determined in accordance with generally accepted accounting principles) with interest on the unamortized balance at the then prevailing market rate Landlord would pay if it borrowed funds to construct such improvement from an institutional lender, and Landlord shall inform Tenant of the Contractor andmonthly amortization payment required to so amortize such costs, if requested by Tenant, reasonable backup documentation. The Change Order Cost and shall include all reasonable and customary costs solely associated also provide Tenant with the Change Orderinformation upon which such determination is made. As additional rent, including, without limitation, architectural fees, engineering fees and construction costs, Tenant shall pay an amount equal to Tenant's Allocated Share of that portion of such monthly amortization payment fairly allocable to the Promises (as reasonably determined by Landlord) for each month after such improvement is completed until the Architect and the Contractor, respectively, a four percent (4%) management fee, general contractor’s fees, and any applicable permits and inspections. c) As used herein, “Tenant Delay” means any delay, including without limitation a delay in the design, construction and/or completion of the Landlord’s Improvements (under either this Lease and/or the Parking Lease) resulting from any or all of the following: (a) Tenant’s failure first to timely perform any of its obligations pursuant to this Lease, including without limitation Tenant’s failure to provide approvals, disapprovals and/or make payments within the time frames described herein; or if no time period is prescribed, then within five (5) business days after receipt of such request; (b) any requested modifications to any of the Specifications for Landlord’s Improvements that cause an extension to the LI Substantial Completion; (c) Tenant’s request for materials, finishes, or installations which are not readily available that cause an extension to the LI Substantial Completion; (d) Change Order Delays; (e) Tenant’s construction of the Tenant Improvements; or (f) any other delay, action or failure to act by Tenant, Tenant’s Representative, Tenant’s employees, agents, independent contractors, subcontractors, consultants and/or any other person performing or required to perform services on behalf of Tenant, including without limitation interference with Landlord, the Contractor or subcontractors during Tenant’s early occupancy of the Premises under Section 2.04, in each case that causes an extension to the date of LI Substantial Completion (under this Lease and/or the Parking Lease). Landlord shall provide Tenant with notice of such Tenant Delay not more than ten (10) days following the earlier occur of (i) the commencement thereof expiration of the Lease Term (as the same may be extended), or (ii) the date that Landlord first becomes aware end of the term over which such costs were amortized, which amount shall be due at the same time the Base Monthly Rent is due. C. Notwithstanding anything contained in this paragraph 5.4, the additional rent Tenant is to pay with respect to any modification of existing or construction of additional capital improvements or building service equipment for the purpose of reducing the consumption of utility expenses or Common Operating Expenses of the Property shall not for any period exceed the actual amount of savings in Additional Rent realized by Tenant as a result of such Tenant Delaymodification or construction.

Landlord’s Improvements. a) Landlord, at its own cost and expense, shall construct a cold dark shell building containing certain warehouse improvements on the Land. Landlord shall construct ensure that the shell building, including certain warehouse improvements, and site improvements roof structure will have a mechanical zone above the Premises in accordance with a location in the “Specifications for structural zone of the roof specified by Landlord’s Improvements” attached hereto as Exhibit “F” architect and incorporated herein by reference (“Landlord’s Improvements”), subject to any changes or modifications required by Applicable Law existing at the time of provision. With the exception of changes and modifications required by Applicable Law, Landlord shall construct Landlord’s Improvements in compliance with the Specifications for Landlord’s Improvements unless Tenant approves in writing in advance any deviation therefrom. Landlord will assign to Tenant all warranties for any building component or system to be maintained approved by Tenant that are assignable and pass through (such approval not to Tenant the benefit thereof to the extent not assignable. Landlord will enforce all warranties not assigned to Tenant. Landlord will pass through, for benefit of Tenant, any subcontractor warranties provided on Landlord’s Improvements. b) Tenant shall make no changes or modifications to the Specifications for Landlord’s Improvements without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding ) within which all rooftop HVAC units serving the foregoingPremises must be located by Tenant, Landlord may withhold consent if such change or modification would: (i) directly or indirectly delay LI Substantial Completion, unless Tenant agrees that any such delay shall constitute a Tenant Delay; (ii) increase the cost of designing or constructing any of Landlord’s Improvements, unless Tenant agrees to pay for such increased cost as if such increased cost were a Change Order Cost (as defined below); (iii) be of a quality lower than the quality of the Landlord’s Improvements set forth in the Specifications for Landlord’s Improvements; (iv) violate any Applicable Laws and/or (v) result in the Building being reclassified from its current classification as warehouse/industrial use, unless Tenant agrees to pay the reasonable costs of restoration at the end of the Lease Term. Notwithstanding anything to the contrary set forth in this Lease, in the event that Tenant shall request any changes or substitutions to the Specifications for Landlord’s Improvements and such changes, differences and/or substitutions result in increased costs in excess of the costs of those Landlord’s Improvements set forth on the Specifications for Landlord’s Improvements, then, to the extent of any remaining unused portion of the TI Allowance (as defined in Section 22.02), Landlord shall construct such approved changes at Landlord’s cost and expense and shall receive a credit towards the TI Allowance for such expense. To the extent that such costs exceed the TI Allowance, Tenant shall pay such excess costs to Landlord within ten (10) business days of receipt of an invoice from the Contractor to the Landlord incorporating such changes. In the event that any Tenant requested changes result in a delay, such delay shall be deemed a Tenant Delay. If Tenant desires any change to the Specifications for Landlord’s Improvements, such changes may only be requested by the delivery to Landlord by Tenant of a proposed written “Change Order” specifically setting forth in detail the requested change. Landlord shall have ten (10) business days from the receipt of the proposed Change Order to provide the following items: (A) a reasonable summary of any estimated increase or decrease (if any) in the cost of Landlord’s Improvements caused by such proposed change (“Change Order Cost”) and (B) a statement of the estimated number of days of any delay or acceleration (if any) to the LI Substantial Completion caused by such proposed change, including, without limitation, design and construction delays, as reasonably determined by Landlord, the architect and the Contractor (the “Change Order Delay”). If applicable, Tenant shall then have ten (10) business days to approve the Change Order Cost and the Change Order Delay in writing to Landlord. If Tenant fails to respond to Landlord within said 10-business day period, the Change Order Cost and the Change Order impact shall be deemed disapproved by Tenant and Landlord shall have no further obligation install isolation curb adapters to perform any work set forth in die existing HVAC units serving the proposed Change Order unless and until Premises, provided that if the actual out-of-pocket cost reasonably incurred by Landlord for such installation exceeds $21,175.00, then Tenant provides an updated Change Order. If Tenant approves the Change Order Cost and Change Order Delay, (i) the parties shall be deemed to have accelerated or extended the date of LI Substantial Completion, Target Delivery Date, Termination Date, and the Commencement Date by the number of days of the Change Order Delay, (ii) Landlord shall, promptly execute the Change Order and cause the appropriate changes to the Specifications for Landlord’s Improvements to be made and constructed at Landlord’s cost and expense and (iii) Landlord shall receive a credit towards the remaining TI Allowance for the Change Order Cost and Tenant, to the extent that such Change Order Cost exceeds the remaining TI Allowance, shall reimburse Landlord for such excess cost upon demand and delivery to Tenant of reasonably detailed bills and invoices showing such costs. Landlord shall reimburse Tenant, in an amount not to exceed $251,530.00 (which amount is in addition to, and not included in, the Change Order Cost Allowances set forth in Item 6 of the Basic Terms of the Lease), for the out-of-pocket costs actually incurred by Tenant for the purchase, delivery and installation of City-Multi units serving the Premises, which reimbursement shall be subject to satisfaction of the requirements set forth in Section 3.03 of EXHIBIT “E”. All HVAC work, including all installation of roof top units, curbs, distribution ductwork, registers, grilles, thermostats, electric to roof top equipment, and all other components shall be provided by Tenant in accordance with the approved Tenant’s Drawings and shall be performed subject to the conditions and limitations set forth in EXHIBIT “E”. In addition, Landlord shall provide electrical conduit to the existing landscape planter for Tenant to use in connection with the installation of an electric vehicle charging station, it being understood that Tenant shall be responsible for malting all electrical connections for such electric vehicle charging station to Tenant’s electrical panel. Any other rooftop HVAC units or equipment installed by Landlord directly above the Premises during the Term of this Lease shall be placed in locations within thirty (30) days following receipt the structural zone of invoice from the Contractor and, if requested roof approved by Tenant, reasonable backup documentation. The Change Order Cost shall include all reasonable and customary costs solely associated with the Change Ordersuch approval not to be unreasonably withheld, including, without limitation, architectural fees, engineering fees and construction costs, as reasonably determined by the Architect and the Contractor, respectively, a four percent (4%) management fee, general contractor’s feesconditioned or delayed, and any applicable permits such HVAC units shall be installed with spring isolators and inspectionssound attenuation insulation similar to or better than the HVAC units serving the Premises. c) As used herein, “Tenant Delay” means any delay, including without limitation a delay in the design, construction and/or completion of the Landlord’s Improvements (under either this Lease and/or the Parking Lease) resulting from any or all of the following: (a) Tenant’s failure to timely perform any of its obligations pursuant to this Lease, including without limitation Tenant’s failure to provide approvals, disapprovals and/or make payments within the time frames described herein; or if no time period is prescribed, then within five (5) business days after receipt of such request; (b) any requested modifications to any of the Specifications for Landlord’s Improvements that cause an extension to the LI Substantial Completion; (c) Tenant’s request for materials, finishes, or installations which are not readily available that cause an extension to the LI Substantial Completion; (d) Change Order Delays; (e) Tenant’s construction of the Tenant Improvements; or (f) any other delay, action or failure to act by Tenant, Tenant’s Representative, Tenant’s employees, agents, independent contractors, subcontractors, consultants and/or any other person performing or required to perform services on behalf of Tenant, including without limitation interference with Landlord, the Contractor or subcontractors during Tenant’s early occupancy of the Premises under Section 2.04, in each case that causes an extension to the date of LI Substantial Completion (under this Lease and/or the Parking Lease). Landlord shall provide Tenant with notice of such Tenant Delay not more than ten (10) days following the earlier of (i) the commencement thereof or (ii) the date that Landlord first becomes aware of such Tenant Delay.

Landlord’s Improvements. a) Landlord, at its own cost and expense, shall construct a cold dark shell building containing certain warehouse improvements on the Land. Landlord shall construct the shell building, including certain warehouse improvements, and site improvements in accordance with the “Specifications for Landlord’s Improvements” attached hereto as Exhibit “F” and incorporated herein by reference (“Landlord’s Improvements”), subject to any changes or modifications required by Applicable Law existing at the time of provision. With the exception of changes and modifications required by Applicable Law, Landlord shall construct Tenant will accept Landlord’s Improvements in compliance with the Specifications for “AS IS, WHERE IS” condition existing as of the Delivery Date, subject only to Landlord’s Improvements unless Tenant approves in writing in advance any deviation therefrom. Landlord will assign to Tenant all warranties for any building component or system to be maintained by Tenant that are assignable and pass through to Tenant the benefit thereof to the extent not assignable. Landlord will enforce all warranties not assigned to Tenant. Landlord will pass through, for benefit of Tenant, any subcontractor warranties provided on Landlord’s Improvements. b) Tenant shall make no changes or modifications to the Specifications for Landlord’s Improvements without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Landlord may withhold consent if such change or modification would: (i) directly or indirectly delay LI Substantial Completion, unless Tenant agrees that any such delay shall constitute a Tenant Delay; (ii) increase the cost of designing or constructing any of Landlord’s Improvements, unless Tenant agrees to pay for such increased cost as if such increased cost were a Change Order Cost (as defined below); (iii) be of a quality lower than the quality of the Landlord’s Improvements set forth in the Specifications for Landlord’s Improvements; (iv) violate any Applicable Laws and/or (v) result in the Building being reclassified from its current classification as warehouse/industrial use, unless Tenant agrees to pay the reasonable costs of restoration at the end of the Lease Term. Notwithstanding anything to the contrary obligations expressly set forth in this LeaseSection 17.1 or elsewhere in this Lease (and subject to any casualty or condemnation occurring prior thereto, which will be addressed by Articles 11 and 12, respectively). In the event that (a) Landlord’s Improvements have not been completed in substantial accordance with the applicable portions of the Outline Specifications and in accordance with all applicable Laws as of the Delivery Date, and (b) either (i) in the event of any such deficiencies (i.e., failure to meet the standard described in clause (a)) in those portions of Landlord’s Improvements which are within the Premises, Tenant delivers written notice thereof to Landlord within 60 days after the Delivery Date, or (ii) in the event of any such deficiencies in Landlord’s Improvements which are outside of the Premises, Tenant delivers written notice thereof to Landlord within 480 days after the Delivery Date, then Landlord will correct such deficiencies so that the applicable portion or portions of Landlord’s Improvements (i.e., the portions which do not meet the standard described in clause (a)) will function in a manner equivalent to that which would have been achieved but for the subject deficiencies, or such that the same comply with Laws as of the Delivery Date, as applicable. Further, in the event that Tenant shall request (y) any changes or substitutions to the Specifications for Landlord’s Improvements and such changes, differences and/or substitutions result in increased costs in excess of the costs of those Landlord’s Improvements set forth on the Specifications for Landlord’s Improvements, then, to the extent of any remaining unused portion of the TI Allowance (as defined in Section 22.02), Landlord shall construct such approved changes at Landlord’s cost and expense and shall receive a credit towards the TI Allowance for such expense. To the extent that such costs exceed the TI Allowance, Tenant shall pay such excess costs to Landlord within ten (10) business days of receipt of an invoice from the Contractor to the Landlord incorporating such changes. In the event that any Tenant requested changes result in a delay, such delay shall be deemed a Tenant Delay. If Tenant desires any change to the Specifications for Landlord’s Improvements, such changes may only be requested by the delivery to Landlord by Tenant of a proposed written “Change Order” specifically setting forth in detail the requested change. Landlord shall have ten (10) business days from the receipt of the proposed Change Order to provide the following items: (A) a reasonable summary of any estimated increase or decrease (if any) in the cost of Landlord’s Improvements caused by such proposed change (“Change Order Cost”) have not been completed in substantial accordance with the applicable portions of the Outline Specifications and in accordance with all applicable Laws, and (Bz) such deficiencies (i.e., failure to meet the standard described in clause (y)) would constitute latent defects under applicable Illinois law, then subject to the requirements of Illinois law as to latent defects, Landlord will correct such deficiencies so that the appli9able portion or portions of Landlord’s Improvements will function in a statement manner equivalent to that which would have been achieved but for the subject deficiencies, or such that the same comply with Laws as of the estimated number of days of any delay or acceleration (if any) to the LI Substantial Completion caused by such proposed change, including, without limitation, design and construction delaysDelivery Date, as reasonably determined by Landlord, the architect and the Contractor (the “Change Order Delay”)applicable. If applicable, Tenant shall then have ten (10) business days to approve the Change Order Cost and the Change Order Delay in writing to Landlord. If Tenant fails to respond to Landlord within said 10-business day period, the Change Order Cost and the Change Order impact shall be deemed disapproved by Tenant and Landlord shall have no further obligation to will perform any work required in order to correct deficiencies pursuant to this Section 17.1 at Landlord’s sole cost and in a commercially reasonable diligent, good and workmanlike manner, taking into account (if applicable) Tenant’s schedule for the construction of Tenant’s Improvements. Nothing contained in the foregoing will be deemed to limit the obligations of Landlord under Articles 6 and 7, except as expressly set forth in the proposed Change Order unless foregoing or in Articles 6 and until Tenant provides an updated Change Order. If Tenant approves the Change Order Cost and Change Order Delay, (i) the parties shall be deemed to have accelerated or extended the date of LI Substantial Completion, Target Delivery Date, Termination Date, and the Commencement Date by the number of days of the Change Order Delay, (ii) Landlord shall, promptly execute the Change Order and cause the appropriate changes to the Specifications for Landlord’s Improvements to be made and constructed at Landlord’s cost and expense and (iii) Landlord shall receive a credit towards the remaining TI Allowance for the Change Order Cost and Tenant, to the extent that such Change Order Cost exceeds the remaining TI Allowance, shall reimburse Landlord for the Change Order Cost within thirty (30) days following receipt of invoice from the Contractor and, if requested by Tenant, reasonable backup documentation. The Change Order Cost shall include all reasonable and customary costs solely associated with the Change Order, including, without limitation, architectural fees, engineering fees and construction costs, as reasonably determined by the Architect and the Contractor, respectively, a four percent (4%) management fee, general contractor’s fees, and any applicable permits and inspections7. c) As used herein, “Tenant Delay” means any delay, including without limitation a delay in the design, construction and/or completion of the Landlord’s Improvements (under either this Lease and/or the Parking Lease) resulting from any or all of the following: (a) Tenant’s failure to timely perform any of its obligations pursuant to this Lease, including without limitation Tenant’s failure to provide approvals, disapprovals and/or make payments within the time frames described herein; or if no time period is prescribed, then within five (5) business days after receipt of such request; (b) any requested modifications to any of the Specifications for Landlord’s Improvements that cause an extension to the LI Substantial Completion; (c) Tenant’s request for materials, finishes, or installations which are not readily available that cause an extension to the LI Substantial Completion; (d) Change Order Delays; (e) Tenant’s construction of the Tenant Improvements; or (f) any other delay, action or failure to act by Tenant, Tenant’s Representative, Tenant’s employees, agents, independent contractors, subcontractors, consultants and/or any other person performing or required to perform services on behalf of Tenant, including without limitation interference with Landlord, the Contractor or subcontractors during Tenant’s early occupancy of the Premises under Section 2.04, in each case that causes an extension to the date of LI Substantial Completion (under this Lease and/or the Parking Lease). Landlord shall provide Tenant with notice of such Tenant Delay not more than ten (10) days following the earlier of (i) the commencement thereof or (ii) the date that Landlord first becomes aware of such Tenant Delay.

Landlord’s Improvements. a) Landlord agrees to furnish at Landlord, at its own 's sole cost and expenseexpense all of the material, shall construct a cold dark shell building containing certain warehouse improvements on the Land. Landlord shall construct the shell building, including certain warehouse improvementslabor, and site improvements equipment for the construction of the Base Building Shell and Sitework and Tenant Improvements specified in the Outline Specifications attached hereto as EXHIBIT C, the Space Plan (as defined below) and the Final Plans and Specifications (as defined below) ("Landlord's Improvements"). Landlord's Improvements shall be constructed in a good and workmanlike manner in accordance with the “Outline Specifications, the Space Plan, the Final Plans and Specifications for and the Applicable Laws, rules and regulations, including the building code, as they are presently interpreted and enforced by the governmental bodies having jurisdiction thereof (collectively, "Applicable Laws"). Landlord represents and warrants to Tenant that the construction of the Project and the Landlord’s Improvements” attached hereto as Exhibit “F” and incorporated herein by reference (“Landlord’s Improvements”), 's Improvements is not subject to any changes or modifications required by Applicable Law existing the development moratorium currently in effect in the City of ▇▇▇▇▇▇▇. Landlord agrees, at the time of provision. With the exception of changes and modifications required by Applicable Lawits cost, Landlord shall construct Landlord’s Improvements to cause a space plan to be prepared in compliance accordance with the Outline Specifications for Landlord’s Improvements unless Tenant approves in writing in advance any deviation therefrom. Landlord will assign and the Applicable Laws and to submit the same to Tenant all warranties for any building component its approval, which shall be granted or system to be maintained by Tenant that are assignable and pass through to Tenant denied within three (3) business days after Landlord submits the benefit thereof to the extent not assignable. Landlord will enforce all warranties not assigned space plan to Tenant. The space plan shall be approved by Landlord will pass through, for benefit of Tenant, any subcontractor warranties provided on Landlord’s Improvements. b) and Tenant shall make no changes affixing thereon the signature or modifications to the Specifications for Landlord’s Improvements without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Landlord may withhold consent if such change or modification would: (i) directly or indirectly delay LI Substantial Completion, unless Tenant agrees that any such delay shall constitute a Tenant Delay; (ii) increase the cost of designing or constructing any of Landlord’s Improvements, unless Tenant agrees to pay for such increased cost as if such increased cost were a Change Order Cost (as defined below); (iii) be initials of a quality lower than the quality of the Landlord’s Improvements set forth in the Specifications for Landlord’s Improvements; (iv) violate any Applicable Laws and/or (v) result in the Building being reclassified from its current classification as warehouse/industrial use, unless Tenant agrees to pay the reasonable costs of restoration at the end of the Lease Term. Notwithstanding anything to the contrary set forth in this Lease, in the event that Tenant shall request any changes or substitutions to the Specifications for Landlord’s Improvements and such changes, differences and/or substitutions result in increased costs in excess of the costs of those Landlord’s Improvements set forth on the Specifications for Landlord’s Improvements, then, to the extent of any remaining unused portion of the TI Allowance Designated Representative (as defined in Section 22.02), Landlord shall construct such 2.3) of each of them. A copy of the approved changes at Landlord’s cost and expense and shall receive a credit towards space plan (the TI Allowance for such expense. To the extent that such costs exceed the TI Allowance, Tenant shall pay such excess costs to Landlord within ten (10"Space Plan") business days of receipt of an invoice from the Contractor to the Landlord incorporating such changes. In the event that any Tenant requested changes result in a delay, such delay shall be deemed a attached to each party's copy of this Lease as EXHIBIT C-1. Landlord agrees, at its cost, to cause plans and specifications to be prepared in accordance with the Outline Specifications, the Space Plan and the applicable laws and to submit the same to Tenant Delayfor its approval. If Tenant desires objects to any change to the Specifications for Landlord’s Improvements, such changes may only be requested by the delivery to Landlord by Tenant of a proposed written “Change Order” specifically setting forth in detail the requested change. Landlord shall have ten (10) business days from the receipt portion of the proposed Change Order to provide the following items: (A) a reasonable summary of any estimated increase or decrease (if any) in the cost of Landlord’s Improvements caused by such proposed change (“Change Order Cost”) submitted plans and (B) a statement of the estimated number of days of any delay or acceleration (if any) to the LI Substantial Completion caused by such proposed changespecifications, including, without limitation, design and construction delays, as reasonably determined by Landlord, the architect and the Contractor (the “Change Order Delay”). If applicable, Tenant it shall then have ten (10) business days to approve the Change Order Cost and the Change Order Delay in writing to Landlord. If Tenant fails to respond to notify Landlord within said 10-business day period, the Change Order Cost and the Change Order impact shall be deemed disapproved by Tenant and Landlord shall have no further obligation to perform any work set forth in the proposed Change Order unless and until Tenant provides an updated Change Order. If Tenant approves the Change Order Cost and Change Order Delay, (i) the parties shall be deemed to have accelerated or extended the date of LI Substantial Completion, Target Delivery Date, Termination Date, and the Commencement Date by the number of days of the Change Order Delay, (ii) Landlord shall, promptly execute the Change Order and cause the appropriate changes to the Specifications for Landlord’s Improvements to be made and constructed at Landlord’s cost and expense and (iii) Landlord shall receive a credit towards the remaining TI Allowance for the Change Order Cost and Tenant, to the extent that such Change Order Cost exceeds the remaining TI Allowance, shall reimburse Landlord for the Change Order Cost within thirty (30) days following receipt of invoice from the Contractor and, if requested by Tenant, reasonable backup documentation. The Change Order Cost shall include all reasonable and customary costs solely associated with the Change Order, including, without limitation, architectural fees, engineering fees and construction costs, as reasonably determined by the Architect and the Contractor, respectively, a four percent (4%) management fee, general contractor’s fees, and any applicable permits and inspections. c) As used herein, “Tenant Delay” means any delay, including without limitation a delay in the design, construction and/or completion of the Landlord’s Improvements (under either this Lease and/or the Parking Lease) resulting from any or all of the following: (a) Tenant’s failure to timely perform any of its obligations pursuant to this Lease, including without limitation Tenant’s failure to provide approvals, disapprovals and/or make payments within the time frames described herein; or if no time period is prescribed, then within five (5) business 10 days after receipt of such request; plans and specifications. The plans and specifications shall be approved by Landlord and Tenant affixing thereon the signature or initials of a Designated Representative of each of them. The plans and specifications approved by Landlord and Tenant (bthe "Approved Plans and Specifications") shall be the permit plans submitted by Landlord to the City of ▇▇▇▇▇▇▇ with Landlord's application for permits to construct the Building. Landlord shall promptly notify Tenant's Designated Representatives of any requested modifications changes to any the Approved Plans and Specifications that are required by the City of ▇▇▇▇▇▇▇. The Approved Plans and Specifications, as revised as required by the City of ▇▇▇▇▇▇▇, shall be the "Final Plans and Specifications" and shall be deemed attached to each party's copy of this Lease as EXHIBIT D. Such EXHIBIT D shall be in lieu of and shall replace EXHIBIT C and EXHIBIT C-1, except as to nonconstruction matters contained in EXHIBIT C and EXHIBIT C-1 such as allowances and exclusions not expressly and specifically superseded by EXHIBIT D. The signature or initials of a Designated Representative of a party shall be deemed conclusive evidence of the Specifications approval of such party. Tenant also agrees that it will not act in an arbitrary or capricious manner with respect to the approval of the space plan and the plans and specifications. When Landlord requests Tenant to specify details or layouts, Tenant shall specify same, subject to the provisions of the Outline Specifications, so as not to delay completion of the Landlord's Improvements. Tenant shall be responsible for Landlord’s Improvements that cause an extension to the LI Substantial Completion; (c) Tenant’s request for 's increased cost of labor and materials, finishesif any, or installations which are not readily available that cause an extension to and loss of rent, arising out of delay in the LI Substantial Completion; (d) Change Order Delays; (e) Tenant’s construction of the Tenant Improvements; or (f) any other delay, action or failure to act by Tenant, Tenant’s Representative, Tenant’s employees, agents, independent contractors, subcontractors, consultants and/or any other person performing or required to perform services on behalf of Tenant, including without limitation interference with Landlord, the Contractor or subcontractors during Tenant’s early occupancy completion of the Premises under caused by Tenant's failure to comply in a timely manner with the requirements of this Section 2.04, in each case that causes an extension to the date of LI Substantial Completion (under this Lease and/or the Parking Lease). Landlord shall provide Tenant with notice of such Tenant Delay not more than ten (10) days following the earlier of (i) the commencement thereof or (ii) the date that Landlord first becomes aware of such Tenant Delay2.1.

Landlord’s Improvements. aLandlord has provided certain improvements as described in Exhibit D to the Lease, “Base Building Specifications” (excluding “Leasehold Improvement Specifications” in Exhibit D) and will provide to Tenant an allowance for construction of all Leasehold Improvements in excess of Base Building Specifications of Seventeen and 77/100 Dollars ($17.77) per rentable square foot (which includes the Space Planning Allowance) (hereinafter “Allowance”). Landlord, ’s contractor shall perform all Leasehold Improvements at the Premises. Tenant may elect to exceed the Allowance at its own sole cost and expenseexpense provided that Tenant provides Landlord with acceptable means of payment for said excess improvements, Any improvements to be paid by Tenant by utilization of the Allowance or otherwise, shall construct a cold dark shell building containing certain warehouse improvements be performed on the Land. Landlord shall construct the shell building, including certain warehouse improvements, an open book basis and site improvements in accordance with the “Specifications for Landlord’s Improvements” attached hereto as Exhibit “F” and incorporated herein by reference (“Landlord’s Improvements”), subject to any changes or modifications required by Applicable Law existing at the time of provision. With the exception of changes and modifications required by Applicable Law, Landlord shall construct Landlord’s Improvements in compliance with the Specifications for Landlord’s Improvements unless Tenant approves in writing in advance any deviation therefrom. Landlord will assign to Tenant all warranties for any building component or system to be maintained by Tenant that are assignable and pass through to Tenant the benefit thereof to the extent not assignable. Landlord will enforce all warranties not assigned feasible considering schedule, market conditions and construction coordination, bid out to Tenant. Landlord will pass through, for benefit of Tenant, any subcontractor warranties provided on the trades by Landlord’s Improvements. bgeneral contractor; Landlord’s general contractor shall use reasonable efforts under the circumstances described above to bid all material portions of the job to three (3) separate, responsible bidders. Tenant shall make no changes or modifications may add subcontractors to the Specifications for bid list, if done in a timely, responsible manner. Said improvements shall be performed by Landlord’s Improvements general contractor at cost plus five percent (5%) without the prior written consent of any additional upcharge by Landlord, which consent . Any delays by Tenant in completing Space Planning or selecting improvements shall not be unreasonably withheldact to extend the Commencement Date, conditioned or delayed. Notwithstanding the foregoing, Landlord may withhold consent if such change or modification would: (i) directly or indirectly delay LI Substantial Completion, unless Tenant agrees that any such delay shall constitute a Tenant Delay; (ii) increase the cost of designing or constructing any of Landlord’s Improvements, unless Tenant agrees to pay for such increased cost as if such increased cost were a Change Order Cost (as defined below); (iii) be of a quality lower than the quality of the Landlord’s Improvements set forth in the Specifications for Landlord’s Improvements; (iv) violate any Applicable Laws and/or (v) result in the Building being reclassified refrain from its current classification as warehouse/industrial use, unless Tenant agrees to pay the reasonable costs of restoration at the end of the Lease Term. Notwithstanding anything to the contrary set forth in this Lease, in the event that Tenant shall request any changes or substitutions to the Specifications for Landlord’s Improvements and such changes, differences and/or substitutions result in increased costs in excess of the costs of those Landlord’s Improvements set forth on the Specifications for Landlord’s Improvements, then, to the extent of any remaining unused portion of the TI Allowance (as defined in Section 22.02), Landlord shall construct such approved changes at Landlord’s cost and expense and shall receive a credit towards the TI Allowance for such expense. To the extent that such costs exceed the TI Allowance, Tenant shall pay such excess costs to Landlord within ten (10) business days of receipt of an invoice from the Contractor to the Landlord incorporating such changes. In the event that any Tenant requested changes result in a delay, such delay shall be deemed a Tenant Delay. If Tenant desires any change to the Specifications for Landlord’s Improvements, such changes may only be requested by the delivery to Landlord by Tenant of a proposed written “Change Order” specifically setting forth in detail the requested change. Landlord shall have ten (10) business days from the receipt of the proposed Change Order to provide the following ordering long lead time items: (A) a reasonable summary of any estimated increase or decrease (if any) in the cost of Landlord’s Improvements caused by such proposed change (“Change Order Cost”) and (B) a statement of the estimated number of days of any delay or acceleration (if any) to the LI Substantial Completion caused by such proposed change, including, without limitation, design and construction delays, as reasonably determined by Landlord, the architect and the Contractor (the “Change Order Delay”). If applicable, Tenant shall then have ten (10) business days to approve the Change Order Cost and the Change Order Delay in writing to Landlord. If Tenant fails to respond to Landlord within said 10-business day period, the Change Order Cost and the Change Order impact shall be deemed disapproved by Tenant and Landlord shall have no further obligation to perform any work set forth in the proposed Change Order unless and until Tenant provides an updated Change Order. If Tenant approves the Change Order Cost and Change Order Delay, (i) the parties shall be deemed to have accelerated or extended the date of LI Substantial Completion, Target Delivery Date, Termination Date, and the Commencement Date by the number of days of the Change Order Delay, (ii) Landlord shall, promptly execute the Change Order and cause the appropriate changes to the Specifications for Landlord’s Improvements to be made and constructed at Landlord’s cost and expense and (iii) Landlord shall receive a credit towards the remaining TI Allowance for the Change Order Cost and Tenant, to the extent that such Change Order Cost exceeds the remaining TI Allowance, shall reimburse Landlord for the Change Order Cost within thirty (30) days following receipt of invoice from the Contractor and, if requested by Tenant, reasonable backup documentation. The Change Order Cost shall include all reasonable and customary costs solely associated with the Change Order, including, without limitation, architectural fees, engineering fees and construction costs, as reasonably determined by the Architect and the Contractor, respectively, a four percent (4%) management fee, general contractor’s fees, and any applicable permits and inspections. c) As used herein, “Tenant Delay” means any delay, including without limitation a delay in the design, construction and/or completion of the Landlord’s Improvements (under either this Lease and/or the Parking Lease) resulting from any or all of the following: (a) Tenant’s failure to timely perform any of its obligations pursuant to this Lease, including without limitation Tenant’s failure to provide approvals, disapprovals and/or make payments within the time frames described herein; or if no time period is prescribed, then within five (5) business days after receipt of such request; (b) any requested modifications to any of the Specifications for Landlord’s Improvements that cause an extension to the LI Substantial Completion; (c) Tenant’s request for materials, finishes, or installations which are not readily available that cause an extension to the LI Substantial Completion; (d) Change Order Delays; (e) Tenant’s construction of the Tenant Improvements; or (f) any other delay, action or failure to act by Tenant, Tenant’s Representative, Tenant’s employees, agents, independent contractors, subcontractors, consultants and/or any other person performing or required to perform services on behalf of Tenant, including without limitation interference with Landlord, the Contractor or subcontractors during Tenant’s early occupancy of the Premises under Section 2.04, in each case that causes an extension to the date of LI Substantial Completion (under this Lease and/or the Parking Lease). Landlord shall provide Tenant with notice of such Tenant Delay not more than ten (10) days following the earlier of (i) the commencement thereof or (ii) the date that Landlord first becomes aware of such Tenant Delay.

Landlord’s Improvements. a) On or before September 1, 2014, Tenant acknowledges and agrees it shall provide to Landlord drawings depicting in reasonable detail the number and location of all necessary four inch diameter sanitary sewer floor drains in the 14,000 square foot Addition (as defined in Section 2.A of the Expansion Lease (the “Floor Drain Drawings”). Landlord, at its own sole cost and expense, shall construct a cold dark shell building containing certain warehouse improvements install up to eight (8) four inch diameter sanitary sewer floor drains in the Addition in the locations as depicted on the Land. Landlord shall construct Floor Drain Drawings and pour the shell building, including certain warehouse improvements, and site improvements concrete slab floor in accordance with the “Specifications for Landlord’s Improvements” attached hereto as Exhibit “F” and incorporated herein by reference Addition (“Landlord’s Improvements”). Tenant shall pay the costs of any additional sanitary sewer floor drains. Provided Tenant provides the Floor Drain Drawings on or before September 1, subject 2014, Landlord acknowledges and agrees that it substantially complete Landlord’s Work prior to any changes the Commencement Date. If Tenant fails to provide Landlord with the Floor Drain Drawings on or modifications required by Applicable Law existing at the time of provision. With the exception of changes and modifications required by Applicable Lawbefore September 1, 2014, Landlord shall construct have the right, but not the obligation to install eight four inch diameter sanitary sewer floor drains in such locations as determined by Landlord in its sole and absolute discretion, and to otherwise complete Landlord’s Work. The Landlord’s Improvements shall comply with all applicable laws, ordinances, rules, codes, and regulations of governmental authorities. All construction shall be done in compliance with a good workmanlike manner. If the Specifications for Landlord’s Improvements unless are not substantially completed on or before the Commencement Date, Tenant approves in writing in advance any deviation therefromshall have the right to abatement of Rent for the Addition until such time as the Landlord’s Work is substantially completed. Landlord will assign Substantially complete means: (i) completing the Landlord’s Improvements so that (I) Tenant, at its sole cost and expense, can begin to Tenant all warranties for any building component or system to be maintained by Tenant that are assignable install and pass through to Tenant the benefit thereof construct Tenant’s leasehold improvements, fixtures and equipment and {II) with respect to the extent not assignable. Landlord will enforce all warranties not assigned to Tenant. Landlord will pass through, for benefit of Tenant, any subcontractor warranties provided on Landlord’s Improvements., only incomplete items are minor or insubstantial details of construction or mechanical adjustments; and b(ii) Tenant shall make no changes or modifications Tenant, its employees, agents, and invitees, have ready access to the Specifications for Landlord’s Improvements without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayedPremises. Notwithstanding the foregoing, Landlord may withhold consent if such change or modification would: (i) directly or indirectly delay LI Substantial Completion, unless Tenant agrees that any such delay shall constitute a Tenant Delay; (ii) increase the cost of designing or constructing any of Landlord’s Improvements, unless Tenant agrees failure to pay for such increased cost as if such increased cost were a Change Order Cost (as defined below); (iii) be of a quality lower than the quality of substantially complete the Landlord’s Improvements set forth is a direct result of strike, lockout, shortage in the Specifications for Landlord’s Improvements; (iv) violate any Applicable Laws and/or (v) result in the Building being reclassified from its current classification as warehouse/industrial usematerial, unless Tenant agrees to pay the reasonable costs of restoration at the end of the Lease Term. Notwithstanding anything to the contrary set forth in this Lease, in the event that Tenant shall request any changes or substitutions to the Specifications for Landlord’s Improvements and such changes, differences and/or substitutions result in increased costs in excess of the costs of those Landlord’s Improvements set forth on the Specifications for Landlord’s Improvements, then, to the extent of any remaining unused portion of the TI Allowance (as defined in Section 22.02), Landlord shall construct such approved changes at Landlord’s cost and expense and shall receive a credit towards the TI Allowance for such expense. To the extent that such costs exceed the TI Allowance, Tenant shall pay such excess costs to Landlord within ten (10) business days of receipt of an invoice from the Contractor to the Landlord incorporating such changes. In the event that any Tenant requested changes result in a delay, such delay shall be deemed a Tenant Delay. If Tenant desires any change to the Specifications for Landlord’s Improvements, such changes may only be requested by the delivery to Landlord by Tenant of a proposed written “Change Order” specifically setting forth in detail the requested change. Landlord shall have ten (10) business days from the receipt of the proposed Change Order to provide the following items: (A) a reasonable summary of any estimated increase or decrease (if any) in the cost of Landlord’s Improvements caused by such proposed change (“Change Order Cost”) and (B) a statement of the estimated number of days of any delay or acceleration (if any) to the LI Substantial Completion caused by such proposed change, including, without limitation, design and construction delays, as reasonably determined by Landlord, the architect and the Contractor (the “Change Order Delay”). If applicable, Tenant shall then have ten (10) business days to approve the Change Order Cost and the Change Order Delay in writing to Landlord. If Tenant fails to respond to Landlord within said 10-business day period, the Change Order Cost and the Change Order impact shall be deemed disapproved by Tenant and Landlord shall have no further obligation to perform any work set forth in the proposed Change Order unless and until Tenant provides an updated Change Order. If Tenant approves the Change Order Cost and Change Order Delay, (i) the parties shall be deemed to have accelerated or extended the date of LI Substantial Completion, Target Delivery Date, Termination Date, and the Commencement Date by the number of days of the Change Order Delay, (ii) Landlord shall, promptly execute the Change Order and cause the appropriate changes to the Specifications for Landlord’s Improvements to be made and constructed at Landlord’s cost and expense and (iii) Landlord shall receive a credit towards the remaining TI Allowance for the Change Order Cost and Tenant, to the extent that such Change Order Cost exceeds the remaining TI Allowance, shall reimburse Landlord for the Change Order Cost within thirty (30) days following receipt of invoice from the Contractor and, if requested by Tenant, reasonable backup documentation. The Change Order Cost shall include all reasonable and customary costs solely associated with the Change Order, including, without limitation, architectural fees, engineering fees and construction costs, as reasonably determined by the Architect and the Contractor, respectively, a four percent (4%) management fee, general contractor’s fees, and any applicable permits and inspections. c) As used herein, “Tenant Delay” means any delay, including without limitation a delay in the design, construction and/or completion of the Landlord’s Improvements (under either this Lease and/or the Parking Lease) resulting from any or all of the following: (a) Tenant’s failure to timely perform any of its obligations pursuant to this Lease, including without limitation Tenant’s failure to provide approvals, disapprovals and/or make payments within the time frames described herein; or if no time period is prescribed, then within five (5) business days after receipt of such request; (b) any requested modifications to any of the Specifications for Landlord’s Improvements that cause an extension to the LI Substantial Completion; (c) Tenant’s request for materials, finishes, or installations which are not readily available that cause an extension to the LI Substantial Completion; (d) Change Order Delays; (e) Tenant’s construction of the Tenant Improvements; or (f) any other delay, action acts or failure to act by Tenantas required hereunder (including, Tenant’s Representativebut not limited to, Tenant’s employeestimely providing Landlord with the Floor Drain Drawings), agentsor act of God, independent contractors, subcontractors, consultants and/or any other person performing or required to perform services on behalf of Tenant, including without limitation interference with Landlord, then the Contractor or subcontractors during Tenant’s early occupancy of the Premises under Section 2.04, in each case that causes an extension time periods set forth above shall be delayed until such cause giving rise to the date of LI Substantial Completion (under this Lease and/or the Parking Lease). Landlord shall provide Tenant with notice of such Tenant Delay not more than ten (10) days following the earlier of (i) the commencement thereof or (ii) the date that Landlord first becomes aware of such Tenant Delaydelay ceases to exist.

Landlord’s Improvements. a) 2.2.1 There has been constructed and installed upon the Leased Premises certain improvements, fixtures, machinery, equipment, excluding slot machines and gaming equipment which will permit the Tenant to conduct upon the Leased Premises, gaming operations, food and beverage operations, as well as any and all other operations normally incident thereto ("Landlord's Improvements"). 2.2.2 Landlord represents that the Landlord's Improvements comply with all federal, at its own state and local laws, including, but not limited to, applicable building codes, design review guidelines, historic requirements and Environmental Laws. Landlord further warrants and shall indemnify and defend Tenant from any and all mechanics' and materialmens' liens filed against the Leased Premises arising in any fashion from the construction of the Landlord's Improvements. Tenant shall have the same right to remove such liens and charge Landlord with the cost thereof pursuant to Section 11 of this Lease. 2.2.3 Landlord shall warrant the Premises and expensethe Property free from all material defects in workmanship and materials. It is expressly understood that the Property shall not include any tangible assets acquired or leased by Tenant from third parties who are not affiliated with, shall construct a cold dark shell building containing certain warehouse improvements on the Landcontrolled by or under common control of Landlord. Landlord shall construct deliver possession of the shell buildingPremises and Property, including certain warehouse improvementsthe HVAC system, the mechanical systems and site improvements the elevator in accordance with good working order at or before the “Specifications for Landlord’s Improvements” attached hereto as Exhibit “F” Commencement Date. Should any portion of the Premises or Property described herein, including the HVAC system, mechanical systems and incorporated herein by reference (“Landlord’s Improvements”)elevator, subject require any repair in order to any changes or modifications required by Applicable Law existing at render them in good and working order on the time of provision. With the exception of changes and modifications required by Applicable LawCommencement Date, Landlord shall construct Landlord’s Improvements in compliance with the Specifications for Landlord’s Improvements unless Tenant approves in writing in advance any deviation therefrom. Landlord will assign to Tenant all warranties for any building component or system to be maintained by Tenant that are assignable and pass through to Tenant the benefit thereof to the extent not assignable. Landlord will enforce all warranties not assigned to Tenant. Landlord will pass through, for benefit of Tenant, any subcontractor warranties provided on Landlord’s Improvements. b) Tenant shall make no changes or modifications to the Specifications for Landlord’s Improvements without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Landlord may withhold consent if such change or modification would: (i) directly or indirectly delay LI Substantial Completion, unless Tenant agrees that any such delay shall constitute a Tenant Delay; (ii) increase the cost of designing or constructing any of Landlord’s Improvements, unless Tenant agrees to pay for bear the ▇▇▇▇▇ $5,000 of any such increased cost as if expenses, with any expenses in excess of such increased cost were a Change Order Cost (as defined below); (iii) $5,000 to be of a quality lower than the quality of the Landlord’s Improvements set forth in the Specifications for Landlord’s Improvements; (iv) violate any Applicable Laws and/or (v) result in the Building being reclassified from its current classification as warehouse/industrial use's responsibility, unless which Tenant agrees to pay the reasonable costs offset ag▇▇▇▇▇ payments of restoration at the end of the Lease Term. Notwithstanding anything to the contrary set forth in this Lease, in the event that Tenant shall request any changes or substitutions to the Specifications for Landlord’s Improvements and such changes, differences and/or substitutions result in increased costs in excess of the costs of those Landlord’s Improvements set forth on the Specifications for Landlord’s Improvements, then, to the extent of any remaining unused portion of the TI Allowance (as defined in Section 22.02), Landlord shall construct such approved changes at Landlord’s cost and expense and shall receive a credit towards the TI Allowance for such expense. To the extent that such costs exceed the TI Allowance, Tenant shall pay such excess costs to Landlord within ten (10) business days of receipt of an invoice from the Contractor to the Landlord incorporating such changesBase Rent hereunder. In the event that any Tenant requested changes result in a delay, such delay shall be deemed a Tenant Delay. If Tenant desires any change this Agreement terminates prior to the Specifications for Landlord’s Improvements, such changes may only be requested by the delivery to Landlord by Tenant of a proposed written “Change Order” specifically setting forth in detail the requested change. Landlord shall have ten (10) business days from the receipt of the proposed Change Order to provide the following items: (A) a reasonable summary of any estimated increase or decrease (if any) in the cost of Landlord’s Improvements caused by such proposed change (“Change Order Cost”) and (B) a statement of the estimated number of days of any delay or acceleration (if any) to the LI Substantial Completion caused by such proposed change, including, without limitation, design and construction delays, as reasonably determined by Landlord, the architect and the Contractor (the “Change Order Delay”). If applicable, Tenant shall then have ten (10) business days to approve the Change Order Cost and the Change Order Delay in writing to Landlord. If Tenant fails to respond to Landlord within said 10-business day period, the Change Order Cost and the Change Order impact shall be deemed disapproved by Tenant and Landlord shall have no further obligation to perform any work set forth in the proposed Change Order unless and until Tenant provides an updated Change Order. If Tenant approves the Change Order Cost and Change Order Delay, (i) the parties shall be deemed to have accelerated or extended the date of LI Substantial Completion, Target Delivery Date, Termination Date, and the Commencement Date by the number of days of the Change Order Delay, (ii) Landlord shall, promptly execute the Change Order and cause the appropriate changes due to the Specifications for Landlord’s Improvements failure of Tenant to be made and constructed at Landlord’s cost and expense and (iii) Landlord shall receive a credit towards obtain the remaining TI Allowance for the Change Order Cost and Tenant, to the extent that such Change Order Cost exceeds the remaining TI Allowance, shall reimburse Landlord for the Change Order Cost within thirty (30) days following receipt of invoice from the Contractor and, if requested by Tenant, reasonable backup documentation. The Change Order Cost shall include all reasonable and customary costs solely associated with the Change Order, including, without limitation, architectural fees, engineering fees and construction costs, as reasonably determined by the Architect and the Contractor, respectively, a four percent (4%) management fee, general contractor’s fees, and any applicable permits and inspections. c) As used herein, “Tenant Delay” means any delay, including without limitation a delay in the design, construction and/or completion of the Landlord’s Improvements (under either this Lease and/or the Parking Lease) resulting from any or all of the following: (a) Tenant’s failure to timely perform any of its obligations pursuant to this Lease, including without limitation Tenant’s failure to provide approvals, disapprovals and/or make payments within the time frames described herein; or if no time period is prescribedLicenses, then within five (5) business days after receipt any amounts expended by Tenant in excess of such request; (b) any requested modifications to any of the Specifications for Landlord’s Improvements that cause an extension to the LI Substantial Completion; (c) Tenant’s request for materials, finishes, or installations which are not readily available that cause an extension to the LI Substantial Completion; (d) Change Order Delays; (e) Tenant’s construction of the Tenant Improvements; or (f) any other delay, action or failure to act $5,000 shall be reimbursed by Tenant, Tenant’s Representative, Tenant’s employees, agents, independent contractors, subcontractors, consultants and/or any other person performing or required to perform services on behalf of Tenant, including without limitation interference with Landlord, the Contractor or subcontractors during Tenant’s early occupancy of the Premises under Section 2.04, in each case that causes an extension to the date of LI Substantial Completion (under this Lease and/or the Parking Lease). Landlord shall provide Tenant with notice of such Tenant Delay not more than ten (10) within 20 days following the earlier termination of (i) this Agreement. Should repair be necessary in order to render such systems in good working order and repair, Tenant agrees to cooperate ▇▇▇▇ Landlord to enforce Landlord's right for indemnity from any third party independent contractors who may be responsible to Landlord for such repair. This provision shall not be construed to constitute a release of Landlord of its primary responsibility to deliver the commencement thereof or (ii) the date that Landlord first becomes aware of such Tenant DelayPremises and Property free from all material defects in workmanship and materials.

Landlord’s Improvements. a) Landlord, in addition to the payment of the allowance set forth in Section 23.1, and Section 22.0, at its own sole cost and expense, shall construct a cold dark shell building containing certain warehouse improvements on and improve the Land. Landlord shall construct the shell building, including certain warehouse improvements, Building and site improvements Premises in accordance with the “Specifications for Landlord’s Improvements” outline plans and specifications which are indicated and specified on Exhibit "D" attached hereto as Exhibit “F” and incorporated herein by reference (“Landlord’s Improvements”"Outline Plans and Specifications"). Prior to or simultaneously with the execution and delivery of this Lease, subject Landlord has furnished Tenant, for information purposes only, with copies of all available plans and specifications for the Base Building requested by Tenant. Thereafter, Landlord agrees upon request to provide from time to time, any changes plan or specification modifications required by Applicable Law existing which affect Tenant's Premises. Tenant shall provide, at its sole cost and expense, complete construction plans and specifications ("Construction Documents") for all improvements to the time Premises based on the Outline Plans and Specifications on or before February 15, 1998. Upon receipt of provision. With the exception of changes and modifications required by Applicable Lawsaid Construction Documents, Landlord shall construct Landlord’s Improvements in compliance with the Specifications submit same to its contractor for Landlord’s Improvements unless Tenant approves in writing in advance any deviation therefrom. Landlord will assign to Tenant all warranties for any building component or system to be maintained by Tenant that are assignable development of mechanical electrical and pass through to Tenant the benefit thereof to the extent not assignable. Landlord will enforce all warranties not assigned to Tenant. Landlord will pass through, for benefit of Tenant, any subcontractor warranties provided on Landlord’s Improvements. bplumbing ("MEP") Tenant shall make no changes or modifications to the Specifications for Landlord’s Improvements without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Landlord may withhold consent if such change or modification would: (i) directly or indirectly delay LI Substantial Completion, unless Tenant agrees that any such delay shall constitute a Tenant Delay; (ii) increase the cost of designing or constructing any of Landlord’s Improvements, unless Tenant agrees to pay for such increased cost as if such increased cost were a Change Order Cost (as defined below); (iii) be of a quality lower than the quality of the Landlord’s Improvements set forth in the Specifications for Landlord’s Improvements; (iv) violate any Applicable Laws and/or (v) result in the Building being reclassified from its current classification as warehouse/industrial use, unless Tenant agrees to pay the reasonable costs of restoration at the end of the Lease Term. Notwithstanding anything to the contrary set forth in this Lease, in the event that Tenant shall request any changes or substitutions to the Specifications for Landlord’s Improvements plans and such changes, differences and/or substitutions result in increased costs in excess of the costs of those Landlord’s Improvements set forth on the Specifications for Landlord’s Improvements, then, to the extent of any remaining unused portion of the TI Allowance (as defined in Section 22.02), Landlord shall construct such approved changes at Landlord’s cost and expense and shall receive a credit towards the TI Allowance for such expense. To the extent that such costs exceed the TI Allowance, Tenant shall pay such excess costs to Landlord within ten (10) business days of receipt of an invoice from the Contractor to the Landlord incorporating such changes. In the event that any Tenant requested changes result in a delay, such delay shall be deemed a Tenant Delay. If Tenant desires any change to the Specifications for Landlord’s Improvements, such changes may only be requested by the delivery to Landlord by Tenant of a proposed written “Change Order” specifically setting forth in detail the requested changespecifications based upon said Construction Documents. Landlord shall have ten (10) business days from to review the Construction Documents and provide Tenant with detailed comments and recommendations. Upon receipt of the proposed Change Order MEP plans and specifications, Landlord shall provide copies of same to provide the following items: (A) a reasonable summary of any estimated increase or decrease (if any) in the cost of Landlord’s Improvements caused by such proposed change (“Change Order Cost”) Tenant for Tenant's review and (B) a statement of the estimated number of days of any delay or acceleration (if any) to the LI Substantial Completion caused by such proposed changecomment, including, without limitation, design and construction delays, as reasonably determined by Landlord, the architect and the Contractor (the “Change Order Delay”). If applicable, Tenant which shall then have occur within ten (10) business days of said delivery. In the event Landlord and Tenant are unable to approve the Change Order Cost and the Change Order Delay in writing to Landlord. If Tenant fails to respond to Landlord within said 10-business day period, the Change Order Cost and the Change Order impact shall be deemed disapproved by Tenant and Landlord shall have no further obligation to perform any work set forth in the proposed Change Order unless and until Tenant provides an updated Change Order. If Tenant approves the Change Order Cost and Change Order Delay, (i) the parties shall be deemed to have accelerated or extended the date of LI Substantial Completion, Target Delivery Date, Termination Date, and the Commencement Date by the number of days of the Change Order Delay, (ii) Landlord shall, promptly execute the Change Order and cause the appropriate changes agree as to the Specifications for Landlord’s Improvements to be made final Construction Documents (including MEP plans and constructed at Landlord’s cost and expense and (iiispecifications) Landlord shall receive a credit towards the remaining TI Allowance for the Change Order Cost and Tenanton or before February 25, to the extent that such Change Order Cost exceeds the remaining TI Allowance1998, shall reimburse Landlord for the Change Order Cost within thirty (30) days following receipt of invoice from the Contractor andeither party, if requested by Tenant, reasonable backup documentation. The Change Order Cost shall include all reasonable and customary costs solely associated with the Change Order, including, without limitation, architectural fees, engineering fees and construction costs, as reasonably determined by the Architect and the Contractor, respectively, a four percent (4%) management fee, general contractor’s fees, and any applicable permits and inspections. c) As used herein, “Tenant Delay” means any delay, including without limitation a delay in the design, construction and/or completion of the Landlord’s Improvements (under either this Lease and/or the Parking Lease) resulting from any or all of the following: (a) Tenant’s failure to timely perform any of its obligations pursuant to this Lease, including without limitation Tenant’s failure to provide approvals, disapprovals and/or make payments within the time frames described herein; or if no time period is prescribed, then within five (5) business days after receipt of such request; (b) any requested modifications to any of the Specifications for Landlord’s Improvements that cause an extension to the LI Substantial Completion; (c) Tenant’s request for materials, finishes, or installations which are not readily available that cause an extension to the LI Substantial Completion; (d) Change Order Delays; (e) Tenant’s construction of the Tenant Improvements; or (f) any other delay, action or failure to act by Tenant, Tenant’s Representative, Tenant’s employees, agents, independent contractors, subcontractors, consultants and/or any other person performing or required to perform services on behalf of Tenant, including without limitation interference with Landlord, the Contractor or subcontractors during Tenant’s early occupancy of the Premises under Section 2.04, in each case that causes an extension to the date of LI Substantial Completion (under this Lease and/or the Parking Lease). Landlord shall provide Tenant with notice of such Tenant Delay not more than upon ten (10) days following days' written notice to the earlier other, may request arbitration of said dispute. If arbitration is requested, the procedure described in Article XIX (c) and Article XX shall be utilized, except the arbitrators shall be design professionals (architects or engineers) with at least ten (10) years experience in design and construction of office buildings in the Minneapolis-St. ▇▇▇▇ metropolitan area, all licensed to do business in Minnesota. Landlord shall not be required to install any improvements to the Premises except those specified on Exhibit "D" or such changes required by the municipalities in its review and approval of the Construction Documents as to their compliance with local building codes unless the timing, price and all other matters relating to such other improvements have been agreed upon in writing between Landlord and Tenant. Anything herein to the contrary notwithstanding, in the event Tenant desires any improvements in excess of those set forth on Exhibit "D" or any change orders after final approval of Construction Documents, Landlord shall provide same [not to exceed the final amount of (i) the commencement thereof or Construction Allowance described below, and (ii) the date that Landlord first becomes aware Moving Allowance set forth in Article XXII hereof], and the costs of such excess improvements shall be charged against Tenant Delayby reducing the Construction Allowance and Moving Allowance amounts provided for in Article XXII herein on a "dollar-for-dollar" basis. Landlord will agree to additional improvements costing in excess of the Construction Allowance and Moving Allowing provided Tenant shall be responsible for timely payment of Landlord's increased costs therefor pursuant to a standard construction draw process (monthly). Landlord agrees that the charge to Tenant for change orders shall be a direct pass through of the cost charged Landlord by its General Contractor. Further, and anything herein to the contrary notwithstanding, in the event of a delay in delivery to Landlord of complete Construction Documents for the improvements in the Premises in accordance herewith, which results in delay in construction of the Landlord's Improvements due to Tenant's failure to deliver its Construction Documents complete in all manners (including selection of all finishes) in accordance with the above requirements, the Lease shall in any event commence on November 1, 1998, subject to extension for any portion of such delay not caused by such delay by Tenant. Tenant shall, in any event, be responsible at its sole costs and expense to provide all cabling, wiring and furniture and equipment necessary for its business, provided any cabling and wiring in the Building or Premises shall be removed by Tenant at its sole cost and expense upon expiration of the Term or earlier termination of the Lease. Tenant's rights to enter the Premises are as set forth in Article XXVI. In the event of a delay in delivery of the Premises after November 1, 1998, any portion of the delay caused independently by Landlord (not resulting from a delay caused by Tenant) shall not act to excuse Landlord for the penalties set forth in Section 27.2 hereof and Landlord shall be excused from such penalties only to the extent the delay was the result of the action or inaction of Tenant.

Landlord’s Improvements. a) LandlordLandlord shall substantially complete, at its own cost and ----------------------- Landlord's sole expense, the work described generally on Exhibit C attached hereto and made a part hereof ("Landlord's Work") on or --------------- before September 30, 1995, as such date is extended one day for each day (or partial day) of delay caused by Tenant (or its agents, employees, representatives, contractors, licensees or invitees), or by a Force Majeure Event (as defined in Section 24) . "Substantial ---------- completion" shall construct mean Landlord's Work has been completed except for minor defects, adjustments and other deficiencies of a cold dark shell building containing certain warehouse improvements on "punchlist" nature that would not interfere materially with Tenant's use and occupancy of the LandPremises. Landlord shall construct provide Tenant with at least thirty (30) days' prior written notice of the shell buildinganticipated date of substantial completion and will keep Tenant advised with respect to any subsequent revisions thereto. Landlord's Work shall be performed in a good and workmanlike manner, including certain warehouse improvementsin compliance with Legal Requirements (as defined in Paragraph 8.3), and site improvements in accordance substantial ------------- conformity with the “Specifications for any plans and specifications prepared in connection therewith ("Landlord’s Improvements” attached hereto as Exhibit “F” and incorporated herein by reference (“'s Plans"). Prior to submitting Landlord’s Improvements”), subject 's Plans ---------------- to any changes or modifications required by Applicable Law existing at governmental authority for issuance of the time permits but in no event later than forty-five (45) days after the date of provision. With the exception of changes and modifications required by Applicable Lawthis Lease, Landlord shall construct deliver Landlord’s Improvements in compliance with the Specifications for Landlord’s Improvements unless Tenant approves in writing in advance any deviation therefrom. Landlord will assign 's Plans to Tenant all warranties for any building component or system to be maintained by Tenant that are assignable and pass through to Tenant the benefit thereof to the extent not assignable. Landlord will enforce all warranties not assigned to Tenant. Landlord will pass through, for benefit of Tenant, any subcontractor warranties provided on Landlord’s Improvements. b) Tenant shall make no changes or modifications to the Specifications for approve Landlord’s Improvements without the prior written consent of Landlord's Plans in writing, which consent approval shall not be unreasonably withheld, conditioned delayed or delayedconditioned. Notwithstanding Provided Tenant does not materially interfere with the foregoing, Landlord may withhold consent if such change or modification would: (i) directly or indirectly delay LI Substantial Completion, unless Tenant agrees that any such delay shall constitute a Tenant Delay; (ii) increase the cost of designing or constructing any performance of Landlord’s Improvements, unless Tenant agrees to pay for such increased cost as if such increased cost were a Change Order Cost (as defined below); (iii) be 's Work during Landlord's performance of a quality lower than the quality of the Landlord’s Improvements set forth in the Specifications for Landlord’s Improvements; (iv) violate any Applicable Laws and/or (v) result in the Building being reclassified from its current classification as warehouse/industrial use, unless Tenant agrees to pay the reasonable costs of restoration at the end of the Lease Term. Notwithstanding anything to the contrary set forth in this Lease, in the event that Tenant shall request any changes or substitutions to the Specifications for Landlord’s Improvements and such changes, differences and/or substitutions result in increased costs in excess of the costs of those Landlord’s Improvements set forth on the Specifications for Landlord’s Improvements, then, to the extent of any remaining unused portion of the TI Allowance (as defined in Section 22.02), Landlord shall construct such approved changes at Landlord’s cost and expense and shall receive a credit towards the TI Allowance for such expense. To the extent that such costs exceed the TI Allowance's Work, Tenant shall pay such excess costs to Landlord within ten (10) business days of receipt of an invoice from the Contractor have access to the Landlord incorporating such changes. In the event that any Tenant requested changes result in a delay, such delay shall be deemed a Tenant Delay. If Tenant desires any change to the Specifications for Landlord’s Improvements, such changes may only be requested by the delivery to Landlord by Tenant of a proposed written “Change Order” specifically setting forth in detail the requested change. Landlord shall have ten (10) business days from the receipt of the proposed Change Order to provide the following items: (A) a reasonable summary of any estimated increase or decrease (if any) in the cost of Landlord’s Improvements caused by such proposed change (“Change Order Cost”) and (B) a statement of the estimated number of days of any delay or acceleration (if any) to the LI Substantial Completion caused by such proposed change, including, without limitation, design and construction delays, as reasonably determined by Landlord, the architect and the Contractor (the “Change Order Delay”). If applicable, Tenant shall then have ten (10) business days to approve the Change Order Cost and the Change Order Delay in writing to Landlord. If Tenant fails to respond to Landlord within said 10-business day period, the Change Order Cost and the Change Order impact shall be deemed disapproved by Tenant and Landlord shall have no further obligation to perform any work set forth in the proposed Change Order unless and until Tenant provides an updated Change Order. If Tenant approves the Change Order Cost and Change Order Delay, (i) the parties shall be deemed to have accelerated or extended the date of LI Substantial Completion, Target Delivery Date, Termination Date, and the Commencement Date by the number of days of the Change Order Delay, (ii) Landlord shall, promptly execute the Change Order and cause the appropriate changes to the Specifications for Landlord’s Improvements to be made and constructed at Landlord’s cost and expense and (iii) Landlord shall receive a credit towards the remaining TI Allowance Premises for the Change Order Cost and Tenant, to the extent that such Change Order Cost exceeds the remaining TI Allowance, shall reimburse Landlord for the Change Order Cost within thirty (30) days following receipt of invoice from the Contractor and, if requested purposes contemplated by Tenant, reasonable backup documentation. The Change Order Cost shall include all reasonable and customary costs solely associated with the Change Order, including, without limitation, architectural fees, engineering fees and construction costs, as reasonably determined by the Architect and the Contractor, respectively, a four percent (4%) management fee, general contractor’s fees, and any applicable permits and inspectionsParagraph 14. c) As used herein, “Tenant Delay” means any delay, including without limitation a delay in the design, construction and/or completion of the Landlord’s Improvements (under either this Lease and/or the Parking Lease) resulting from any or all of the following: (a) Tenant’s failure to timely perform any of its obligations pursuant to this Lease, including without limitation Tenant’s failure to provide approvals, disapprovals and/or make payments within the time frames described herein; or if no time period is prescribed, then within five (5) business days after receipt of such request; (b) any requested modifications to any of the Specifications for Landlord’s Improvements that cause an extension to the LI Substantial Completion; (c) Tenant’s request for materials, finishes, or installations which are not readily available that cause an extension to the LI Substantial Completion; (d) Change Order Delays; (e) Tenant’s construction of the Tenant Improvements; or (f) any other delay, action or failure to act by Tenant, Tenant’s Representative, Tenant’s employees, agents, independent contractors, subcontractors, consultants and/or any other person performing or required to perform services on behalf of Tenant, including without limitation interference with Landlord, the Contractor or subcontractors during Tenant’s early occupancy of the Premises under Section 2.04, in each case that causes an extension to the date of LI Substantial Completion (under this Lease and/or the Parking Lease). Landlord shall provide Tenant with notice of such Tenant Delay not more than ten (10) days following the earlier of (i) the commencement thereof or (ii) the date that Landlord first becomes aware of such Tenant Delay.

Landlord’s Improvements. aLandlord shall provide to Tenant an allowance of FIFTEEN Thousand Dollars ($15,000.00) Landlordtowards work within the Leased premises. Such allowance must be used at any time commencing July 1, at its own cost 2009 and expenseending December 31, 2011. If not then said allowance or balance thereof shall construct terminate. Landlord and Tenant shall cooperate and work together to complete any and all improvements to the Building during the Lease Term in a cold dark shell building containing certain warehouse improvements on the Landreasonable, timely, workmanlike and quiet fashion. Landlord shall construct charge Tenant standard overtime rates should Tenant request Landlord to work within the shell buildingLease Premises before or after normal business hours, including certain warehouse improvementsdefined herein as 8:00 AM to 5:00 PM Monday through Friday excepting holidays. Any built-in improvements installed for Tenant shall, and site improvements in accordance with at Landlord's option, remain part of the “Specifications for Landlord’s Improvements” attached hereto as Exhibit “F” and incorporated herein by reference (“Landlord’s Improvements”), subject to any changes or modifications required by Applicable Law existing Leased Premises at the time termination of provisionthis Lease or shall be removed at Tenant's expense. With the exception of changes and modifications required by Applicable Law, Landlord shall construct Landlord’s Improvements in compliance with the Specifications for Landlord’s Improvements unless Tenant approves in writing in advance any deviation therefrom. Landlord will assign to Tenant all warranties for any building component or system to be maintained by Tenant that are assignable and pass through to Tenant the benefit thereof to the extent not assignable. Landlord will enforce all warranties not assigned to Tenant. Landlord will pass through, for benefit of Tenant, any subcontractor warranties provided on Landlord’s Improvements. b) Tenant shall make no changes or modifications to the Specifications for Landlord’s Improvements without the prior written consent of Landlord, which consent shall notify Landlord not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Landlord may withhold consent if such change or modification would: (i) directly or indirectly delay LI Substantial Completion, unless Tenant agrees that any such delay shall constitute a Tenant Delay; (ii) increase the cost of designing or constructing any of Landlord’s Improvements, unless Tenant agrees to pay for such increased cost as if such increased cost were a Change Order Cost (as defined below); (iii) be of a quality lower less than the quality of the Landlord’s Improvements set forth in the Specifications for Landlord’s Improvements; (iv) violate any Applicable Laws and/or (v) result in the Building being reclassified from its current classification as warehouse/industrial use, unless Tenant agrees to pay the reasonable costs of restoration at the end of the Lease Term. Notwithstanding anything to the contrary set forth in this Lease, in the event that Tenant shall request any changes or substitutions to the Specifications for Landlord’s Improvements and such changes, differences and/or substitutions result in increased costs in excess of the costs of those Landlord’s Improvements set forth on the Specifications for Landlord’s Improvements, then, to the extent of any remaining unused portion of the TI Allowance (as defined in Section 22.02), Landlord shall construct such approved changes at Landlord’s cost and expense and shall receive a credit towards the TI Allowance for such expense. To the extent that such costs exceed the TI Allowance, Tenant shall pay such excess costs to Landlord within ten (10) business days of receipt of an invoice from the Contractor to the Landlord incorporating such changes. In the event that any Tenant requested changes result in a delay, such delay shall be deemed a Tenant Delay. If Tenant desires any change to the Specifications for Landlord’s Improvements, such changes may only be requested by the delivery to Landlord by Tenant of a proposed written “Change Order” specifically setting forth in detail the requested change. Landlord shall have ten (10) business days from the receipt of the proposed Change Order to provide the following items: (A) a reasonable summary of any estimated increase or decrease (if any) in the cost of Landlord’s Improvements caused by such proposed change (“Change Order Cost”) and (B) a statement of the estimated number of days of any delay or acceleration (if any) to the LI Substantial Completion caused by such proposed change, including, without limitation, design and construction delays, as reasonably determined by Landlord, the architect and the Contractor (the “Change Order Delay”). If applicable, Tenant shall then have ten (10) business days to approve the Change Order Cost and the Change Order Delay in writing to Landlord. If Tenant fails to respond to Landlord within said 10-business day period, the Change Order Cost and the Change Order impact shall be deemed disapproved by Tenant and Landlord shall have no further obligation to perform any work set forth in the proposed Change Order unless and until Tenant provides an updated Change Order. If Tenant approves the Change Order Cost and Change Order Delay, (i) the parties shall be deemed to have accelerated or extended the date of LI Substantial Completion, Target Delivery Date, Termination Date, and the Commencement Date by the number of days of the Change Order Delay, (ii) Landlord shall, promptly execute the Change Order and cause the appropriate changes to the Specifications for Landlord’s Improvements to be made and constructed at Landlord’s cost and expense and (iii) Landlord shall receive a credit towards the remaining TI Allowance for the Change Order Cost and Tenant, to the extent that such Change Order Cost exceeds the remaining TI Allowance, shall reimburse Landlord for the Change Order Cost within thirty (30) nor more than ninety (90) days following receipt prior to expiration or termination of invoice this Lease that Landlord is required to notify Tenant of which improvements Landlord so designates for removal. Any leasehold improvements not designated for removal by Landlord by notice to Tenant within seven (7) days after Tenant's notice to Landlord shall remain in the Leased premises after the expiration or termination of the Lease term. Goldberg Properties Management Inc. shall be the general contractor ▇▇▇ ▇▇▇ Work to the Lease Premises which physically or permanently alters any portion of the Property or requires a building permit issued by the City of Malden's Building Department or any associate City Department. However, Tenant shall have the right to seek alternative quotes from the Contractor andother licensed Contractors. Tenant may select an alternative contractor's quote if such quote equals or exceeds a seven & half percent (7.50%) reduction from Landlord's quote and Landlord declines to match such alternative quote within forty-eight (48) hours after receiving a copy of such alternative contractor's quote from Tenant. Tenant's contractor, if requested selected, shall meet the following conditions: 1: Contractor shall provide to Landlord prior to commencement of any work at the Property evidence of appropriate workman compensation insurance coverage a▇▇ ▇▇▇▇ility Insurance Coverage (Minimum of One Million Dollars) by Tenant, reasonable backup documentationan Insurance Company licensed to provide such insurance within the Commonwealth of Massachusetts. 2: Contractor shall only use materials equal to or that exceeds the quality of materials already in place. The Change Order Cost Contractor shall include further make all reasonable efforts to match all existing materials in place. Tenant understands that any licensed contractor selected by Tenant other than Goldberg Properties Management Inc. shall be considered an agent of ▇▇▇ ▇▇▇▇nt. Therefore, Tenant shall be liable and customary costs solely associated with responsible for all actions or inactions on the Change Order, including, without limitation, architectural fees, engineering fees and construction costs, as reasonably determined by part of Tenant's contractor while within or on the Architect and the Contractor, respectively, a four percent (4%) management fee, general contractor’s fees, and any applicable permits and inspectionsProperty. c7. TO ALTER CLAUSE 14 C: LANDLORDS COVENANTS: TO REFLECT THE FOLLOWING: Tenant shall be charged a fee of sixty ($60.00) As used herein, “Tenant Delay” means any delay, including without limitation a delay in per snow storm as an additional charge for such service versus the design, construction and/or completion current charge of the Landlord’s Improvements (under either this Lease and/or the Parking Lease) resulting from any or all of the following$45.00 per snow storm. 8. TO DELETE CLAUSE 14 H: (a) Tenant’s failure to timely perform any of its obligations pursuant to this Lease, including without limitation Tenant’s failure to provide approvals, disapprovals and/or make payments within the time frames described herein; or if no time period is prescribed, then within five (5) business days after receipt of such request; (b) any requested modifications to any of the Specifications for Landlord’s Improvements that cause an extension to the LI Substantial Completion; (c) Tenant’s request for materials, finishes, or installations which are not readily available that cause an extension to the LI Substantial Completion; (d) Change Order Delays; (e) Tenant’s construction of the Tenant Improvements; or (f) any other delay, action or failure to act by Tenant, Tenant’s Representative, Tenant’s employees, agents, independent contractors, subcontractors, consultants and/or any other person performing or required to perform services on behalf of Tenant, including without limitation interference with Landlord, the Contractor or subcontractors during Tenant’s early occupancy of the Premises under Section 2.04, in each case that causes an extension to the date of LI Substantial Completion (under this Lease and/or the Parking Lease). Landlord shall provide Tenant with notice of such Tenant Delay not more than ten (10) days following the earlier of (i) the commencement thereof or (ii) the date that Landlord first becomes aware of such Tenant Delay.LANDLORDS COVENANTS: AND REPLACE THIS CLAUSE WITH THE FOLLOWING

Landlord’s Improvements. a) All fixtures, improvements or equipment which are installed, constructed on or attached to the Property by Landlord at its expense shall become a part of the realty and belong to Landlord. Tenant shall pay additional rent in the event Landlord, at in its own cost and expensesole discretion, shall construct a cold dark shell building containing certain warehouse elects to make any of the following kinds of capital improvements on the Land. Landlord shall construct the shell building, including certain warehouse improvements, and site improvements in accordance with the “Specifications for Landlord’s Improvements” attached hereto as Exhibit “F” and incorporated herein by reference (“Landlord’s Improvements”), subject to any changes or modifications required by Applicable Law existing at the time of provision. With the exception of changes and modifications required by Applicable Law, Landlord shall construct Landlord’s Improvements in compliance with the Specifications for Landlord’s Improvements unless Tenant approves in writing in advance any deviation therefrom. Landlord will assign to Tenant all warranties for any building component or system to be maintained by Tenant that are assignable and pass through to Tenant the benefit thereof to the extent not assignable. Landlord will enforce all warranties not assigned to Tenant. Landlord will pass through, for benefit of Tenant, any subcontractor warranties provided on Landlord’s Improvements. b) Tenant shall make no changes or modifications to the Specifications for Landlord’s Improvements without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Landlord may withhold consent if such change or modification wouldProperty: (i) directly capital improvements required to be constructed in order to comply with any Law not in effect or indirectly delay LI Substantial Completion, unless Tenant agrees that any such delay shall constitute a Tenant Delayapplicable to the Property as of the Commencement Date; (ii) increase modification of existing or construction of additional capital improvements or building service equipment for the cost purpose of designing reducing the consumption of utility services or constructing any Common Operating Expenses of Landlord’s Improvements, unless Tenant agrees to pay for such increased cost as if such increased cost were a Change Order Cost (as defined below)the Property; (iii) be replacement of a quality lower than the quality capital improvements or building service equipment existing as of the Landlord’s Improvements set forth in the Specifications for Landlord’s ImprovementsCommencement Date when required because of normal wear and tear; and (iv) violate the amount of "deductibles" paid by Landlord for the restoration of any Applicable Laws and/or (v) result in the Building being reclassified from its current classification as warehouse/industrial use, unless Tenant agrees to pay the reasonable costs of restoration at the end part of the Lease Term. Notwithstanding anything Property that has been damaged to the contrary set forth in this Lease, in the event that Tenant shall request extent such "deductible" is not included within Common Operating Expenses. With respect to any changes or substitutions to the Specifications for Landlord’s Improvements and such changes, differences and/or substitutions result in increased costs expenditure in excess of the costs of those Landlord’s Improvements set forth on the Specifications Fifty Thousand Dollars ($50,000) for Landlord’s Improvementswhich Landlord seeks contribution pursuant to this paragraph 5.4 from Tenant, then, prior to the extent of any remaining unused portion of the TI Allowance (as defined in Section 22.02)incurring such expense, Landlord shall construct notify Tenant of the nature and estimated amount of such approved changes at Landlord’s expenditure and, if Tenant so requests, shall provide Tenant with such information upon which such cost and expense and estimate is based for Tenant's approval. The amount of additional rent Tenant is to pay with respect to each such capital improvement shall receive a credit towards the TI Allowance for such expense. To the extent that such costs exceed the TI Allowance, be determined as follows: A. Tenant shall have the option to pay such excess in cash an amount equal to Tenant's Allocated Share of all costs paid by Landlord to Landlord within ten (10) business days of receipt of an invoice from construct the Contractor improvements in question fairly allocable to the Landlord incorporating such changes. In the event that any Tenant requested changes result in a delay, such delay shall be deemed a Tenant Delay. If Tenant desires any change to the Specifications for Landlord’s Improvements, such changes may only be requested by the delivery to Landlord by Tenant of a proposed written “Change Order” specifically setting forth in detail the requested change. Landlord shall have ten Premises (10) business days from the receipt of the proposed Change Order to provide the following items: (A) a reasonable summary of any estimated increase or decrease (if anyincluding financing costs) in the cost of Landlord’s Improvements caused by such proposed change (“Change Order Cost”) and (B) a statement of the estimated number of days of any delay or acceleration (if any) to the LI Substantial Completion caused by such proposed change, including, without limitation, design and construction delays, as reasonably determined by Landlord, the architect and the Contractor (the “Change Order Delay”). If applicable, Tenant shall then have ten (10) business days to approve the Change Order Cost and the Change Order Delay in writing to Landlord. If Tenant fails to respond to Landlord within said 10-business day period, the Change Order Cost and the Change Order impact shall be deemed disapproved by Tenant and Landlord shall have no further obligation to perform any work set forth in the proposed Change Order unless and until Tenant provides an updated Change Order. If Tenant approves the Change Order Cost and Change Order Delay, (i) the parties shall be deemed to have accelerated or extended the date of LI Substantial Completion, Target Delivery Date, Termination Date, and the Commencement Date by the number of days of the Change Order Delay, (ii) Landlord shall, promptly execute the Change Order and cause the appropriate changes to the Specifications for Landlord’s Improvements to be made and constructed at Landlord’s cost and expense and (iii) Landlord shall receive a credit towards the remaining TI Allowance for the Change Order Cost and Tenant, to the extent that such Change Order Cost exceeds the remaining TI Allowance, shall reimburse Landlord for the Change Order Cost cash within thirty (30) days following receipt after the improvement has been substantially completed and Landlord has notified Tenant of invoice the cost of such improvement and the amount of Tenant's required contribution. If Tenant does not exercise such option to pay such amount in cash, then the provisions of subparagraph 5.4B shall apply. B. All costs paid by Landlord to construct such improvement (including financing costs) shall be amortized on a straight line basis over the useful life of such improvement (determined in accordance with generally accepted accounting principles) with interest on the unamortized balance at the then prevailing market rate Landlord would pay if it borrowed funds to construct such improvement from an institutional lender, and Landlord shall inform Tenant of the Contractor andmonthly amortization payment required to so amortize such costs, if requested by Tenant, reasonable backup documentation. The Change Order Cost and shall include all reasonable and customary costs solely associated also provide Tenant with the Change Orderinformation upon which such determination is made. As additional rent, including, without limitation, architectural fees, engineering fees and construction costs, Tenant shall pay an amount equal to Tenant's Allocated Share of that portion of such monthly amortization payment fairly allocable to the Premises (as reasonably determined by Landlord) for each month after such improvement is completed until the Architect and the Contractor, respectively, a four percent (4%) management fee, general contractor’s fees, and any applicable permits and inspections. c) As used herein, “Tenant Delay” means any delay, including without limitation a delay in the design, construction and/or completion of the Landlord’s Improvements (under either this Lease and/or the Parking Lease) resulting from any or all of the following: (a) Tenant’s failure first to timely perform any of its obligations pursuant to this Lease, including without limitation Tenant’s failure to provide approvals, disapprovals and/or make payments within the time frames described herein; or if no time period is prescribed, then within five (5) business days after receipt of such request; (b) any requested modifications to any of the Specifications for Landlord’s Improvements that cause an extension to the LI Substantial Completion; (c) Tenant’s request for materials, finishes, or installations which are not readily available that cause an extension to the LI Substantial Completion; (d) Change Order Delays; (e) Tenant’s construction of the Tenant Improvements; or (f) any other delay, action or failure to act by Tenant, Tenant’s Representative, Tenant’s employees, agents, independent contractors, subcontractors, consultants and/or any other person performing or required to perform services on behalf of Tenant, including without limitation interference with Landlord, the Contractor or subcontractors during Tenant’s early occupancy of the Premises under Section 2.04, in each case that causes an extension to the date of LI Substantial Completion (under this Lease and/or the Parking Lease). Landlord shall provide Tenant with notice of such Tenant Delay not more than ten (10) days following the earlier occur of (i) the commencement thereof expiration of the Lease Term (as the same may be extended), or (ii) the date that Landlord first becomes aware end of the term over which such costs were amortized, which amount shall be due at the same time the Base Monthly Rent is due. C. Notwithstanding anything contained in this paragraph 5.4, the additional rent Tenant is to pay with respect to any modification of existing or construction of additional capital improvements or building service equipment for the purpose of reducing the consumption of utility expenses or Common Operating Expenses of the Property shall not for any period exceed the actual amount of savings in Additional Rent realized by Tenant as a result of such Tenant Delaymodification or construction.

Landlord’s Improvements. a) All fixtures, improvements or equipment which are installed, constructed on or attached to the Property by Landlord at its expense shall become a part of the realty and belong to Landlord. Tenant shall pay additional rent in the event Landlord, at in its own cost and expensesole discretion, shall construct a cold dark shell building containing certain warehouse elects to make any of the following kinds of capital improvements on the Land. Landlord shall construct the shell building, including certain warehouse improvements, and site improvements in accordance with the “Specifications for Landlord’s Improvements” attached hereto as Exhibit “F” and incorporated herein by reference (“Landlord’s Improvements”), subject to any changes or modifications required by Applicable Law existing at the time of provision. With the exception of changes and modifications required by Applicable Law, Landlord shall construct Landlord’s Improvements in compliance with the Specifications for Landlord’s Improvements unless Tenant approves in writing in advance any deviation therefrom. Landlord will assign to Tenant all warranties for any building component or system to be maintained by Tenant that are assignable and pass through to Tenant the benefit thereof to the extent not assignable. Landlord will enforce all warranties not assigned to Tenant. Landlord will pass through, for benefit of Tenant, any subcontractor warranties provided on Landlord’s Improvements. b) Tenant shall make no changes or modifications to the Specifications for Landlord’s Improvements without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Landlord may withhold consent if such change or modification wouldProperty: (i) directly capital improvements required to be constructed in order to comply with any Law not in effect or indirectly delay LI Substantial Completion, unless Tenant agrees that any such delay shall constitute a Tenant Delayapplicable to the Property as of the Commencement Date; (ii) increase modification of existing or construction of additional capital improvements or building service equipment for the cost purpose of designing reducing the consumption of utility services or constructing any Common Operating Expenses of Landlord’s Improvements, unless Tenant agrees to pay for such increased cost as if such increased cost were a Change Order Cost (as defined below)the Property; (iii) be replacement of a quality lower than the quality capital improvements or building service equipment existing as of the Landlord’s Improvements set forth in the Specifications for Landlord’s ImprovementsCommencement Date when required because of normal wear and tear; and (iv) violate the amount of "deductibles" paid by Landlord for the restoration of any Applicable Laws and/or (v) result in the Building being reclassified from its current classification as warehouse/industrial use, unless Tenant agrees to pay the reasonable costs of restoration at the end part of the Lease Term. Notwithstanding anything Property that has been damaged to the contrary set forth in this Lease, in the event that Tenant shall request extent such "deductible" is not included within Common Operating Expenses. With respect to any changes or substitutions to the Specifications for Landlord’s Improvements and such changes, differences and/or substitutions result in increased costs expenditure in excess of the costs of those Landlord’s Improvements set forth on the Specifications Fifty Thousand Dollars ($50,000) for Landlord’s Improvementswhich Landlord seeks contribution pursuant to this paragraph 5.4 from Tenant, then, prior to the extent of any remaining unused portion of the TI Allowance (as defined in Section 22.02)incurring such expense, Landlord shall construct notify Tenant of the nature and estimated amount of such approved changes at Landlord’s expenditure and, if Tenant so requests, shall provide Tenant with such information upon which such cost and expense and estimate is based for Tenant's approval. The amount of additional rent Tenant is to pay with respect to each such capital improvement shall receive a credit towards the TI Allowance for such expense. To the extent that such costs exceed the TI Allowance, be determined as follows: A. Tenant shall have the option to pay such excess in cash an amount equal to Tenant's Allocated Share of all costs paid by Landlord to Landlord within ten (10) business days of receipt of an invoice from construct the Contractor improvements in question fairly allocable to the Landlord incorporating such changes. In the event that any Tenant requested changes result in a delay, such delay shall be deemed a Tenant Delay. If Tenant desires any change to the Specifications for Landlord’s Improvements, such changes may only be requested by the delivery to Landlord by Tenant of a proposed written “Change Order” specifically setting forth in detail the requested change. Landlord shall have ten Premises (10) business days from the receipt of the proposed Change Order to provide the following items: (A) a reasonable summary of any estimated increase or decrease (if anyincluding financing costs) in the cost of Landlord’s Improvements caused by such proposed change (“Change Order Cost”) and (B) a statement of the estimated number of days of any delay or acceleration (if any) to the LI Substantial Completion caused by such proposed change, including, without limitation, design and construction delays, as reasonably determined by Landlord, the architect and the Contractor (the “Change Order Delay”). If applicable, Tenant shall then have ten (10) business days to approve the Change Order Cost and the Change Order Delay in writing to Landlord. If Tenant fails to respond to Landlord within said 10-business day period, the Change Order Cost and the Change Order impact shall be deemed disapproved by Tenant and Landlord shall have no further obligation to perform any work set forth in the proposed Change Order unless and until Tenant provides an updated Change Order. If Tenant approves the Change Order Cost and Change Order Delay, (i) the parties shall be deemed to have accelerated or extended the date of LI Substantial Completion, Target Delivery Date, Termination Date, and the Commencement Date by the number of days of the Change Order Delay, (ii) Landlord shall, promptly execute the Change Order and cause the appropriate changes to the Specifications for Landlord’s Improvements to be made and constructed at Landlord’s cost and expense and (iii) Landlord shall receive a credit towards the remaining TI Allowance for the Change Order Cost and Tenant, to the extent that such Change Order Cost exceeds the remaining TI Allowance, shall reimburse Landlord for the Change Order Cost cash within thirty (30) days following receipt after the improvement has been substantially completed and Landlord has notified Tenant of invoice the cost of such improvement and the amount of Tenant's required contribution. If Tenant does not exercise such option to pay such amount in cash, then the provisions of subparagraph 5.4B shall apply. B. All costs paid by Landlord to construct such improvement (including financing costs) shall be amortized on a straight line basis over the useful life of such improvement (determined in accordance with generally accepted accounting principles) with interest on the unamortized balance at the then prevailing market rate Landlord would pay if it borrowed funds to construct such improvement from an institutional lender, and Landlord shall inform Tenant of the Contractor andmonthly amortization payment required to so amortize such costs, if requested by Tenant, reasonable backup documentation. The Change Order Cost and shall include all reasonable and customary costs solely associated also provide Tenant with the Change Orderinformation upon which such determination is made. As additional rent, including, without limitation, architectural fees, engineering fees and construction costs, Tenant shall pay an amount equal to Tenant's Allocated Share of that portion of such monthly amortization payment fairly allocable to the Premises (as reasonably determined by Landlord) for each month after such improvement is completed until the Architect and the Contractor, respectively, a four percent (4%) management fee, general contractor’s fees, and any applicable permits and inspections. c) As used herein, “Tenant Delay” means any delay, including without limitation a delay in the design, construction and/or completion of the Landlord’s Improvements (under either this Lease and/or the Parking Lease) resulting from any or all of the following: (a) Tenant’s failure first to timely perform any of its obligations pursuant to this Lease, including without limitation Tenant’s failure to provide approvals, disapprovals and/or make payments within the time frames described herein; or if no time period is prescribed, then within five (5) business days after receipt of such request; (b) any requested modifications to any of the Specifications for Landlord’s Improvements that cause an extension to the LI Substantial Completion; (c) Tenant’s request for materials, finishes, or installations which are not readily available that cause an extension to the LI Substantial Completion; (d) Change Order Delays; (e) Tenant’s construction of the Tenant Improvements; or (f) any other delay, action or failure to act by Tenant, Tenant’s Representative, Tenant’s employees, agents, independent contractors, subcontractors, consultants and/or any other person performing or required to perform services on behalf of Tenant, including without limitation interference with Landlord, the Contractor or subcontractors during Tenant’s early occupancy of the Premises under Section 2.04, in each case that causes an extension to the date of LI Substantial Completion (under this Lease and/or the Parking Lease). Landlord shall provide Tenant with notice of such Tenant Delay not more than ten (10) days following the earlier occur of (i) the commencement thereof expiration of the Lease Term (as the same may be extended), or (ii) the date that Landlord first becomes aware end of the term over which such costs were amortized, which amount shall be due at the same time the Base Monthly Rate is due. C. Notwithstanding anything contained in this paragraph 5.4, the additional rent Tenant is to pay with respect to any modification of existing or construction of additional capital improvements or building service equipment for the purpose of reducing the consumption of utility expenses or Common Operating Expenses of the Property shall not for any period exceed the actual amount of savings in Additional Rent realized by Tenant as a result of such Tenant Delaymodification or construction.

Landlord’s Improvements. a) LandlordLandlord agrees to furnish, at its own Landlord’s sole cost and expense, shall construct a cold dark shell building containing certain warehouse improvements all of the material, labor, and equipment, and to perform all work and obligations, for the construction and completion on the Land. Landlord shall construct Land of (a) the shell buildingbase building and other improvements specified on the Base Building Outline Plans and Specifications which are listed in Exhibit B attached hereto and made a part hereof, including certain warehouse improvements, and site improvements in accordance with the approved Final Base Building Plans and Specifications (as herein defined)(and as they may be modified or amended in accordance with this Lease) (the “Specifications for Landlord’s Base Building Improvements” ”), and (b) the interior leasehold and other improvements specified on the TI Outline Plans and Specifications which are listed in Exhibit B-1 attached hereto and made a part hereof, in accordance with the Final TI Plans and Specifications (as Exhibit herein defined) (and as they may be modified or amended in accordance with this Lease)(the “F” Landlord’s TI Improvements”). The Landlord’s Base Building Improvements and incorporated herein by reference (the Landlord’s TI Improvements are sometimes hereinafter collectively referred to as the “Landlord’s Improvements”), subject to any changes or modifications required by Applicable Law existing at the time of provision. With the exception of changes and modifications required by Applicable Law, Landlord shall construct Landlord’s Improvements in compliance with the Specifications for Landlord’s Improvements unless Tenant approves in writing in advance any deviation therefrom. Landlord will assign to Tenant all warranties for any building component or system to be maintained by Tenant that are assignable and pass through to Tenant the benefit thereof to the extent not assignable. Landlord will enforce all warranties not assigned to Tenant. Landlord will pass through, for benefit of Tenant, any subcontractor warranties provided on Landlord’s Improvements. b) Tenant shall make no changes or modifications to the Specifications for Landlord’s Improvements without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Landlord may withhold consent if such change or modification would: (i) directly or indirectly delay LI Substantial Completion, unless Tenant agrees that any such delay shall constitute a Tenant Delay; (ii) increase the cost of designing or constructing any of Landlord’s Improvements, unless Tenant agrees to pay for such increased cost as if such increased cost were a Change Order Cost (as defined below); (iii) be of a quality lower than the quality The completion of the Landlord’s Improvements set forth in and the Specifications work to be performed and paid for by Landlord (herein collectively referred to as the “Landlord’s Improvements; (ivWork”) violate any Applicable Laws and/or (v) result in consists of all entitlements, permits, approvals, design, architectural, engineering and construction required for the completion of the Building being reclassified from its current classification as warehouse/industrial useshell and core, all exterior and site improvement work, and all Tenant improvement work on a “turnkey” basis, all subject to and in accordance with the Final Base Building Plans and Specifications and the Final TI Plans and Specifications, such that on the Commencement Date, the Demised Premises are ready for immediate use and occupancy by Tenant, other than the installation by Tenant of Tenant’s computers and communications equipment and Tenant’s moveable furniture, furnishings and decorative items (unless Tenant agrees otherwise specified on Exhibit B-1 or the Final TI Plans and Specifications and subject to pay the reasonable costs of restoration at the end completion of the Lease TermPunchlist items). Notwithstanding anything to the contrary set forth in this LeaseThe Landlord’s Work shall include any allowances, in the event that upgrades or changes selected by Tenant shall request of any changes or substitutions to the Specifications for component of Landlord’s Improvements in accordance with this Lease. Landlord agrees that Landlord shall comply with and to cause to be included in all contracts and subcontracts and shall cause all of its contractors, subcontractors and suppliers to comply with, the New Jersey Economic Development Authority (NJEDA) Affirmative Action Addendum to Construction Contract, and the NJEDA Prevailing Wage Addendum attached hereto as Exhibit M with respect to all labor performed at the Demised Premises as part of Landlord’s Work including executing and causing to be executed and performing or causing to be performed the obligations under the applicable addendum to contract with respect to all labor performed at the Demised Premises as part of Landlord’s Work, and timely making all necessary reports and fulfilling all reporting requirements under the applicable addendum to contract with respect to all labor performed at the Demised Premises as part of Landlord’s Work. Such efforts shall include Landlord following and complying with and causing such changesothers (to the extent within Landlord’s control) to follow and to cause compliance with all prevailing wage and affirmative action and equal employment opportunity rules, differences regulation, standards and acting in good faith to achieve affirmative action goals set by the NJEDA with respect to all labor performed at the Demised Premises as part of Landlord’s Work. Landlord acknowledges that the foregoing is a governmental requirement in order for Tenant to qualify for and receive certain grants, incentives or other benefits relating to the initial construction of the Building and/or substitutions result Tenant’s use and occupancy thereof, and if Landlord receives payment from the NJEDA of any such grants, incentives or other benefits, then Landlord shall promptly remit the same to Tenant. It is anticipated that Landlord may incur additional incremental costs (such incremental costs are hereinafter collectively referred to as the “PWAA Costs”) that Landlord would not have otherwise incurred in increased the absence of compliance with the requirements of this grammatical paragraph. In light of the foregoing, Tenant shall be responsible for payment of any and all net PWAA Costs (not to exceed One Million Four Hundred Thousand and 00/100 Dollars ($1,400,000.00) (the “PWAA Costs Cap”)) to the extent actually incurred by Landlord and in excess of what Landlord would otherwise have incurred in the absence of compliance with the requirements of this grammatical paragraph, as documented by contractor and subcontract bids and third party contracts, which evidence the actual trades affected and the extent of the labor premiums and additional prevailing wage increments and other costs charged by the contractor or subcontractor. As provided herein, Tenant shall pay Landlord for the PWAA Costs (not to exceed the PWAA Costs Cap) pursuant to a written change order which Landlord and Tenant shall execute in accordance with the change order process described in Section 2.1(iv) of this Lease. If the PWAA Costs exceed the PWAA Costs Cap, then Landlord shall be responsible for payment of all PWAA Costs in excess of the costs of those Landlord’s Improvements set forth on PWAA Costs Cap; if the Specifications for Landlord’s Improvements, then, to the extent of any remaining unused portion of the TI Allowance (as defined in Section 22.02), Landlord shall construct such approved changes at Landlord’s cost and expense and shall receive a credit towards the TI Allowance for such expense. To the extent that such costs PWAA Costs do not exceed the TI AllowancePWAA Costs Cap, then Tenant shall pay such excess costs to Landlord twenty-five percent (25%) of the amount by which the PWAA Costs Cap exceeds the PWAA Costs pursuant to a written change order which Landlord and Tenant shall execute in accordance with the change order process described in Section 2.1(iv) of this Lease. Any amounts owed by Landlord or Tenant to the other pursuant to this grammatical paragraph shall be paid within ten (10) business days following completion of Landlord’s final accounting of the PWAA Costs (but not earlier than ten (10) days after the Rent Commencement Date), which final accounting shall be undertaken as soon as reasonably practicable following Substantial Completion (as herein defined), and in all events completed within sixty (60) days following Substantial Completion. If any amounts are owed to Landlord pursuant to this grammatical paragraph, then Landlord shall have the right, but not the obligation, to deduct such amounts from the Inducement Allowance if the same has not been previously paid to Tenant. (i) The Landlord’s Base Building Improvements and the Landlord’s TI Improvements shall be constructed in a good and workmanlike manner substantially in accordance with the Final Base Building Plans and Specifications and the Final TI Plans and Specifications, respectively. Landlord agrees to complete the construction thereof in accordance with the applicable building codes and all other laws, codes, ordinances and requirements of or enforced by the governmental bodies having jurisdiction thereof as the same are in effect at the time of permit issuance. Landlord shall not, without Tenant’s consent, agree to any changes therein or to any substitution of materials or components, unless approved in a written change order signed by Tenant, and following the process set forth in subsection (iv) below; provided, however, Landlord shall, be permitted to (a) make minor and non-material changes to the Final Base Building Plans and Specifications and/or the Final TI Plans and Specifications, which do not change the scope of Landlord’s Work and which are consistent with and equal or better to the quality, utility, and grade of the approved Improvements, without Tenant’s consent, provided that Landlord shall give Tenant prior written notice thereof, (b) substitute materials with materials of equal or better grade, utility, and quality, if and to the extent any specified materials or components shall not be reasonably and readily available, without Tenant’s consent, provided Landlord shall give Tenant prior written notice thereof, and/or (c) make field modifications consistent with prudent construction practices, to correct an error of inconsistency in the Final Base Building Plans and Specifications and/or the Final TI Plans and Specifications, without Tenant’s consent provided in all cases Landlord shall give Tenant prior written notice thereof. Tenant’s prior written approval shall first be obtained for all other changes in accordance with this Lease. Landlord agrees that with respect to contracts or subcontracts for the Landlord’s Improvements, a minimum of three (3) bids (to the extent commercially available) shall be obtained and such subcontracts shall be awarded to the lowest responsible bidder whose bid covers the entire scope of the work contemplated by such subcontracts and are deemed by Landlord, in Landlord’s commercially reasonable, good faith discretion, to be the most advantageous bids, with price, delivery and performance being among the determining factors; provided, however, (i) no competitive bidding shall be required with respect to the award of the general contract for the project, which general contract has been awarded to Opus Design Build, L.L.C., or an affiliate thereof, and (ii) the general contractor shall compile the bid list. Landlord shall account for the costs of the Landlord’s Improvements on an “open book” basis; accordingly, Tenant will be permitted to review and audit, at Tenant’s sole cost and expense, Landlord’s records with respect to the costs of the Landlord’s Improvements, but there shall be no adjustments to Rent or credits provided to Tenant as a result of any such review and/or audit. (ii) Landlord shall as soon as reasonably practical but not later than on or before July 29, 2011, prepare and submit to Tenant, in a single submission, final plans and specifications for the Landlord’s Base Building Improvements (the “Final Base Building Plans and Specifications”), which shall be substantially consistent with the Base Building Outline Plans and Specifications. Within fifteen (15) days after its receipt of an invoice from the Contractor Final Base Building Plans and Specifications, Tenant shall approve the Final Base Building Plans and Specifications or disapprove the Final Base Building Plans and Specifications by giving Landlord written notice in reasonable detail setting forth any aspects of the Final Base Building Plans and Specifications which fail to meet Tenant’s reasonable approval and/or fail to conform to the Base Building Outline Plans and Specifications. Landlord incorporating shall, within fifteen (15) days after receiving any such changeswritten notice of disapproval, revise the Final Base Building Plans and Specifications to address Tenant’s objections and resubmit the same to Tenant and, within five (5) days after Tenant’s receipt of such revised Final Base Building Plans and Specifications, Tenant shall approve the revised Final Base Building Plans and Specifications or disapprove the revised Final Base Building Plans and Specifications by giving Landlord written notice in reasonable detail setting forth any aspects of the revised Final Base Building Plans and Specifications which fail to meet Tenant’s reasonable approval and/or fail to conform to the Base Building Outline Plans and Specifications. In the event Tenant gives such written notice of disapproval, the procedures set forth herein shall be followed until such time as Tenant approves the revised Final Base Building Plans and Specifications. Notwithstanding the foregoing, the parties shall endeavor in good faith to complete the Final Base Building Plans and Specifications sooner than the foregoing schedule with the goal of completing the same by August 20, 2011. If Landlord and Tenant fail to mutually approve and agree upon the Final Base Building Plans and Specifications by August 20, 2011, then each Target Delivery Date (as herein defined) will be extended automatically for the period of delay occasioned by any such failure, but the Rent Commencement Date shall not be changed except in the case of Tenant Delay (as hereinafter defined). Upon Tenant’s approval of the Final Base Building Plans and Specifications, any further changes thereto shall be subject to Tenant’s prior written approval. Tenant agrees that it will not withhold its approval except for reasonable cause and will not act in an arbitrary or capricious manner with respect to approval of the Final Base Building Plans and Specifications. Any objections made by Tenant to the Final Base Building Plans and Specifications shall be in consistent with the Base Building Outline Plans and Specifications. Tenant shall not make any objections with respect to the Final Base Building Plans and Specifications concerning items which are not within the scope of work contemplated by the Base Building Outline Plans and Specifications. The Final Base Building Plans and Specifications shall be approved by Landlord and Tenant requested changes result by affixing thereon the signature or initials of an authorized officer or employee or representative of each of the respective parties hereto and a complete description thereof shall be attached to each party’s copy of this Lease and made a part hereof as Exhibit C. Such Exhibit C shall be in a delaylieu of and shall replace Exhibit B except and only as to non-construction matters contained in Exhibit B, such delay as allowances and exclusions not expressly addressed by the Final Base Building Plans and Specifications. The signature of an authorized officer or employee or representative shall be deemed a conclusive evidence of the approval indicated by such signature. On or before August 15, 2011, Tenant Delay. If Tenant desires any change will provide Landlord with sufficient information as to the Specifications for LandlordTenant’s Improvementsprogram and space plan needs, such changes may only be requested by the delivery to Landlord by Tenant of a proposed written “Change Order” specifically setting forth in detail the requested change. Landlord shall have and within ten (10) business days from the after receipt of the proposed Change Order to provide the following items: (A) Tenant’s information, Landlord shall prepare a reasonable summary of any estimated increase or decrease (if any) in the cost of Landlord’s Improvements caused by such proposed change (“Change Order Cost”) and (B) a statement of the estimated number of days of any delay or acceleration (if any) to the LI Substantial Completion caused by such proposed change, including, without limitation, design and construction delays, as reasonably determined by Landlord, the architect and the Contractor final space plan (the “Change Order DelaySpace Plan”). If applicable) for the Landlord’s TI Improvements, for Tenant’s approval, which approval will not be unreasonably withheld, delayed or conditioned (and shall be deemed given if Tenant shall then have ten fails to grant or withhold such approval within three (103) business days after Landlord provides a second written notice to approve the Change Order Cost and the Change Order Delay in writing to Landlord. If Tenant fails to respond to Landlord within said 10-business day period, the Change Order Cost and the Change Order impact shall be deemed disapproved by Tenant and Landlord shall have no further obligation to perform any work set forth in the proposed Change Order unless and until Tenant provides an updated Change Order. If Tenant approves the Change Order Cost and Change Order Delay, (i) the parties shall be deemed to have accelerated or extended the date of LI Substantial Completion, Target Delivery Date, Termination Date, and the Commencement Date by the number of days which references this Section of the Change Order DelayLease and conspicuously states in bold, (ii) Landlord shall, promptly execute the Change Order and cause the appropriate changes 12 point font or larger that Tenant has failed to the Specifications for Landlord’s Improvements to be made and constructed at Landlord’s cost and expense and (iii) Landlord shall receive a credit towards the remaining TI Allowance for the Change Order Cost and Tenant, to the extent that grant or withhold such Change Order Cost exceeds the remaining TI Allowance, shall reimburse Landlord for the Change Order Cost within thirty (30) days following receipt of invoice from the Contractor and, if requested by Tenant, reasonable backup documentation. The Change Order Cost shall include all reasonable and customary costs solely associated with the Change Order, including, without limitation, architectural fees, engineering fees and construction costs, as reasonably determined by the Architect and the Contractor, respectively, a four percent (4%) management fee, general contractor’s fees, and any applicable permits and inspections. c) As used herein, “Tenant Delay” means any delay, including without limitation a delay in the design, construction and/or completion of the Landlord’s Improvements (under either this Lease and/or the Parking Lease) resulting from any or all of the following: (a) Tenant’s failure to timely perform any of its obligations pursuant to this Lease, including without limitation Tenant’s failure to provide approvals, disapprovals and/or make payments within the time frames described herein; or if no time period is prescribed, then approval within five (5) business days after receipt the first request and if Tenant fails to respond to the second written notice within two (2) business days of delivery of the second notice it shall be deemed that Tenant’s approval has been granted). Landlord and Tenant shall endeavor to mutually approve the Space Plan by September 15, 2011. If Landlord and Tenant fail to mutually approve the final Space Plan by September 15, 2011, then each Target Delivery Date will be extended automatically for the period of delay occurred by such requestfailure, but the Rent Commencement Date shall not be charged except in the case of Tenant Delay. The Space Plan must (a) be compatible with the Final Base Building Plans and Specifications (as reasonably determined by Landlord and Tenant); (b) any requested modifications to any of the Specifications for be adequate, in Landlord’s reasonable discretion, for Landlord to prepare plans and specifications for the Landlord’s TI Improvements that cause an extension to the LI Substantial Completionwithout additional requests for information; and (c) Tenant’s request for materialsshow, finishesin reasonable detail, or installations which are not readily available that cause an extension to the LI Substantial Completion; (d) Change Order Delays; (e) Tenant’s construction design and appearance of the Tenant finishing material Landlord will use in connection with installing the Landlord’s TI Improvements; or (f) any other delay, action or failure to act by Tenant, Tenant’s Representative, Tenant’s employees, agents, independent contractors, subcontractors, consultants and/or any other person performing or required to perform services on behalf of Tenant, including without limitation interference with Landlord, the Contractor or subcontractors during Tenant’s early occupancy of the Premises under Section 2.04, in each case that causes an extension to the date of LI Substantial Completion (under this Lease and/or the Parking Lease). Landlord shall provide Tenant with notice of such Tenant Delay not more than ten (10) days following the earlier of (i) the commencement thereof or (ii) the date that Landlord first becomes aware of such Tenant Delay.

Landlord’s Improvements. a) Landlord, at its own cost and expense, shall construct The following describes the items for which Landlord will contribute a cold dark shell building containing certain warehouse improvements on the Land. Landlord shall construct the shell building, including certain warehouse improvements, and site improvements in accordance with separate allowance amount (the “Specifications Landlord Improvement Allowance”) to compensate Tenant for Landlordhaving Tenant’s contractor install the Landlord Improvements” attached hereto as Exhibit “F” and incorporated herein by reference (“Landlord. Tenant will retain Tenant’s contractor to complete the following Landlord Improvements”), subject to any changes or modifications required by Applicable Law existing at the time of provision. With the exception of changes and modifications required by Applicable Law, Landlord shall construct Landlord’s Improvements in compliance with the Specifications for Landlord’s Improvements unless Tenant approves in writing in advance any deviation therefrom. Landlord will assign to pay Tenant all warranties or Tenant’s Contractor for any building component or system to be maintained by Tenant that are assignable and pass through to Tenant the benefit thereof to the extent not assignable. Landlord will enforce all warranties not assigned to Tenant. Landlord will pass through, for benefit of Tenant, any subcontractor warranties provided on Landlord’s Improvements. b) Tenant shall make no changes or modifications to the Specifications for Landlord’s Improvements without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Landlord may withhold consent if such change or modification would: (i) directly or indirectly delay LI Substantial Completion, unless Tenant agrees that any such delay shall constitute a Tenant Delay; (ii) increase the cost of designing or constructing any of Landlord’s Improvements, unless Tenant agrees to pay for such increased cost as if such increased cost were a Change Order Cost Landlord Improvements once they have been substantially completed. The Landlord Improvement Allowance will be Eighty-One Thousand Five Hundred Sixty-Four and No/100 Dollars (as defined below$81,564.00); (iii) provided, however that if Landlord or the City of ▇▇▇▇▇▇▇▇ requires any additional modifications to what has been outlined herein or otherwise presented to Tenant’s contractor for cost estimating purposes, the Landlord Improvement Allowance shall be of a quality lower than the quality of the Landlord’s Improvements set forth in the Specifications for Landlord’s Improvements; (iv) violate increased to cover any Applicable Laws and/or (v) result in the Building being reclassified from its current classification as warehouse/industrial use, unless Tenant agrees to pay the reasonable and all additional costs of restoration at the end of the Lease Termrelated thereto. Notwithstanding anything to the contrary set forth in this Lease, in the event that Tenant shall request any changes or substitutions be solely responsible for the workmanship and for completing the work so as to the Specifications for Landlordsatisfy Tenant’s Improvements and such changes, differences and/or substitutions result concerns in increased costs in excess of the costs of those Landlord’s Improvements set forth on the Specifications for Landlord’s Improvements, then, to the extent of any remaining unused portion of the TI Allowance (as defined in Section 22.02), Landlord shall construct such approved changes at Landlord’s cost and expense and shall receive a credit towards the TI Allowance for such expensethese areas. To the extent that such costs exceed the TI Allowance, Tenant shall pay such excess costs to Landlord within ten (10) business days of receipt of an invoice from the Contractor to Once the Landlord incorporating such changes. In the event that any Tenant requested changes result in a delayImprovement Allowance has been transferred to Tenant, such delay shall be deemed a Tenant Delay. If Tenant desires any change to the Specifications for Landlord’s Improvements, such changes may only be requested by the delivery to Landlord by Tenant of a proposed written “Change Order” specifically setting forth in detail the requested change. Landlord shall have ten (10) business days from the receipt of the proposed Change Order to provide the following items: (A) a reasonable summary of any estimated increase or decrease (if any) in the cost of Landlord’s Improvements caused by such proposed change (“Change Order Cost”) and (B) a statement of the estimated number of days of any delay or acceleration (if any) to the LI Substantial Completion caused by such proposed change, including, without limitation, design and construction delays, as reasonably determined by Landlord, the architect and the Contractor (the “Change Order Delay”). If applicable, Tenant shall then have ten (10) business days to approve the Change Order Cost and the Change Order Delay in writing to Landlord. If Tenant fails to respond to Landlord within said 10-business day period, the Change Order Cost and the Change Order impact shall be deemed disapproved by Tenant and Landlord shall have no further obligation with respect to perform the specific items listed below prior to the Commencement Date; however, nothing in this Exhibit G is intended to limit any work set forth of Landlord’s representations or obligations in the proposed Change Order unless and until Tenant provides an updated Change OrderLease. If Tenant approves the Change Order Cost and Change Order Delay, (i) the parties shall Work to be deemed to have accelerated or extended the date funded: • Removal of LI Substantial Completion, Target Delivery Date, Termination Date, and the Commencement Date by the number of days approximately ½ of the Change Order Delay, (ii) Landlord shall, promptly execute building existing ceiling tile to assist in the Change Order and cause cable demolition. • Conversion of existing sprinkler system to a code compliant system limited to exchanging heads on floors 1-3 to “quick response type.” • Replacement of the appropriate changes existing strobe lights with code compliant strobe lights. • Installation of new ventilation to the Specifications for Landlord’s Improvements to be made and constructed at Landlord’s cost and expense and condensers (iiiin garage) serving the first floor server room. Landlord shall receive a credit towards the remaining TI Allowance makes no warranty for the Change Order Cost condition of the condenser units or the connected Liebert units on floor 1. • Removal of all voice and Tenant, data cabling from previous tenancy and repair any damage to the extent building during said removal. • Correction of all power surge problems (if any) arising from malfunctioning or defective primary building electrical risers and service panels. Landlord will not warranty the 1st floor computer room electrical and power conditioning equipment. • Redistribution of the existing HVAC 4 rooftop units with 30 tons capacity per unit on the floors with automated control system and confirmation that such Change Order Cost exceeds the remaining TI Allowance, shall reimburse units are in good working order and repair with no deferred maintenance. Landlord makes no warranty for the Change Order Cost within thirty (30) days following receipt of invoice from the Contractor and, if requested by Tenant, reasonable backup documentation. The Change Order Cost shall include all reasonable and customary costs solely associated with the Change Order, including, without limitation, architectural fees, engineering fees and construction costs, as reasonably determined by the Architect and the Contractor, respectively, a four percent (4%) management fee, general contractor’s fees, and any applicable permits and inspections. c) As used herein, “Tenant Delay” means any delay, including without limitation a delay in the design, construction and/or completion condition of the Landlord’s Improvements (under either this Lease and/or condenser units or the Parking Lease) resulting from any or all of the following: (a) Tenant’s failure to timely perform any of its obligations pursuant to this Lease, including without limitation Tenant’s failure to provide approvals, disapprovals and/or make payments within the time frames described herein; or if no time period is prescribed, then within five (5) business days after receipt of such request; (b) any requested modifications to any of the Specifications for Landlord’s Improvements that cause an extension to the LI Substantial Completion; (c) Tenant’s request for materials, finishes, or installations which are not readily available that cause an extension to the LI Substantial Completion; (d) Change Order Delays; (e) Tenant’s construction of the Tenant Improvements; or (f) any other delay, action or failure to act by Tenant, Tenant’s Representative, Tenant’s employees, agents, independent contractors, subcontractors, consultants and/or any other person performing or required to perform services connected “Liebert” units on behalf of Tenant, including without limitation interference with Landlord, the Contractor or subcontractors during Tenant’s early occupancy of the Premises under Section 2.04, in each case that causes an extension to the date of LI Substantial Completion (under this Lease and/or the Parking Lease). Landlord shall provide Tenant with notice of such Tenant Delay not more than ten (10) days following the earlier of (i) the commencement thereof or (ii) the date that Landlord first becomes aware of such Tenant Delayfloor 1.

Landlord’s Improvements. a) Landlord, at its own cost and expense, shall construct a cold dark shell building containing certain warehouse improvements on the Land. Landlord shall construct the shell building, including certain warehouse improvements, and site improvements in accordance with the “Specifications for Landlord’s Improvements” attached hereto as Exhibit “F” and incorporated herein by reference (“Landlord’s Improvements”), subject to any changes or modifications required by Applicable Law existing at the time of provision. With the exception of changes and modifications required by Applicable Law, Landlord shall construct Landlord’s Improvements in compliance with the Specifications for Landlord’s Improvements unless Tenant approves in writing in advance any deviation therefrom. Landlord will assign provide to Tenant an allowance of Thirty Thousand Dollars ($30,000.00) towards work within the Leased premises. Such allowance shall be used at any time during the first two (2/1/04 - 1/31/06) years of the Lease Term by Tenant. Tenant shall provide Landlord a thirty (30) day period after the date Landlord receives Tenant's notice of Tenant's intent to physically move into Suite F-102, so Landlord at Landlord's expense can install new carpet with cove base and paint all warranties for any building component or system to be maintained existing previously paintable surfaces within this office suite. Notwithstanding the above, this work by Tenant that are assignable and pass through to Tenant Landlord is not part of the benefit thereof to the extent not assignable. $30,000.00 credit Landlord will enforce all warranties not assigned is providing to Tenant. Landlord will pass through, for benefit of Tenant, any subcontractor warranties provided on Landlord’s Improvements. b) and Tenant shall make no changes or modifications cooperate and work together to the Specifications for Landlord’s Improvements without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Landlord may withhold consent if such change or modification would: (i) directly or indirectly delay LI Substantial Completion, unless Tenant agrees that complete any such delay shall constitute a Tenant Delay; (ii) increase the cost of designing or constructing any of Landlord’s Improvements, unless Tenant agrees to pay for such increased cost as if such increased cost were a Change Order Cost (as defined below); (iii) be of a quality lower than the quality of the Landlord’s Improvements set forth in the Specifications for Landlord’s Improvements; (iv) violate any Applicable Laws and/or (v) result in the and all improvements to"the Building being reclassified from its current classification as warehouse/industrial use, unless Tenant agrees to pay the reasonable costs of restoration at the end of during the Lease Term. Notwithstanding anything to the contrary set forth in this Lease, in the event that Tenant shall request any changes or substitutions to the Specifications for Landlord’s Improvements and such changes, differences and/or substitutions result in increased costs in excess of the costs of those Landlord’s Improvements set forth on the Specifications for Landlord’s Improvements, then, to the extent of any remaining unused portion of the TI Allowance (as defined in Section 22.02), Landlord shall construct such approved changes at Landlord’s cost and expense and shall receive a credit towards the TI Allowance for such expense. To the extent that such costs exceed the TI Allowance, Tenant shall pay such excess costs to Landlord within ten (10) business days of receipt of an invoice from the Contractor to the Landlord incorporating such changes. In the event that any Tenant requested changes result Term in a delayreasonable, such delay shall be deemed a Tenant Delay. If Tenant desires any change to the Specifications for Landlord’s Improvementstimely, such changes may only be requested by the delivery to Landlord by Tenant of a proposed written “Change Order” specifically setting forth in detail the requested changeworkmanlike and quiet fashion. Landlord shall have ten (10) charge Tenant standard overtime rates should Tenant request Landlord to work within the Lease Premises before or after normal business days from the receipt hours, defined herein as 8:00 AM to 5:00 PM Monday through Friday excepting holidays. Any built-in improvements installed for Tenant shall, at Landlord's option, remain part of the proposed Change Order to provide Leased Premises at the following items: (A) a reasonable summary termination of any estimated increase this Lease or decrease (if any) in the cost of Landlord’s Improvements caused by such proposed change (“Change Order Cost”) and (B) a statement of the estimated number of days of any delay or acceleration (if any) to the LI Substantial Completion caused by such proposed change, including, without limitation, design and construction delays, as reasonably determined by Landlord, the architect and the Contractor (the “Change Order Delay”)shall be removed at Tenant's expense. If applicable, Tenant shall then have ten (10) business days to approve the Change Order Cost and the Change Order Delay in writing to Landlord. If Tenant fails to respond to notify Landlord within said 10-business day period, the Change Order Cost and the Change Order impact shall be deemed disapproved by Tenant and Landlord shall have no further obligation to perform any work set forth in the proposed Change Order unless and until Tenant provides an updated Change Order. If Tenant approves the Change Order Cost and Change Order Delay, (i) the parties shall be deemed to have accelerated or extended the date of LI Substantial Completion, Target Delivery Date, Termination Date, and the Commencement Date by the number of days of the Change Order Delay, (ii) Landlord shall, promptly execute the Change Order and cause the appropriate changes to the Specifications for Landlord’s Improvements to be made and constructed at Landlord’s cost and expense and (iii) Landlord shall receive a credit towards the remaining TI Allowance for the Change Order Cost and Tenant, to the extent that such Change Order Cost exceeds the remaining TI Allowance, shall reimburse Landlord for the Change Order Cost within not less than thirty (30) nor more than ninety (90) days following receipt prior to expiration or termination of invoice this Lease that Landlord is required to notify Tenant of which improvements Landlord so designates for removal. Any leasehold improvements not designated for removal by Landlord by notice to Tenant within seven (7) days after Tenant's notice shall remain in the Leased premises after the expiration or termination of the Lease term. ▇▇▇▇▇▇▇▇ Properties Management Inc. shall be the general contractor for all Work to the Lease Premises which physically or permanently alters any portion of the Property or requires a building permit issued by the City of Malden's Building Department or any associate City Department. However, Tenant shall have the right to seek alternative quotes from the Contractor andother licensed Contractors. Tenant may select an alternative contractor's quote if such quote equals or exceeds a seven & half percent (7.50%) reduction from Landlord's quote and Landlord declines to match such alternative quote within forty-eight (48) hours, after receiving a copy of such alternative contractor's quote from Tenant. Tenant's contractor, if requested selected, shall meet the following conditions: 1: Contractor shall provide to Landlord prior to commencement of any work at the Property evidence of appropriate ▇▇▇▇▇▇▇ compensation insurance coverage and Liability Insurance Coverage (Minimum of One Million Dollars) by Tenant, reasonable backup documentationan Insurance Company licensed to provide such insurance within the Commonwealth of Massachusetts. 2: Contractor shall only use materials equal to or that exceeds the quality of materials already in place. The Change Order Cost Contractor shall include further make all reasonable and customary costs solely associated with the Change Order, including, without limitation, architectural fees, engineering fees and construction costs, as reasonably determined efforts to match all existing materials in place. Tenant understands that any licensed contractor selected by the Architect and the Contractor, respectively, a four percent (4%) management fee, general contractor’s fees, and any applicable permits and inspections. c) As used herein, “Tenant Delay” means any delay, including without limitation a delay in the design, construction and/or completion other than ▇▇▇▇▇▇▇▇ Properties Management Inc. shall be considered an agent of the Landlord’s Improvements (under either this Lease and/or Tenant. Therefore, Tenant shall be liable and responsible for all actions or inactions on the Parking Lease) resulting from any or all of the following: (a) Tenant’s failure to timely perform any of its obligations pursuant to this Lease, including without limitation Tenant’s failure to provide approvals, disapprovals and/or make payments within the time frames described herein; or if no time period is prescribed, then within five (5) business days after receipt of such request; (b) any requested modifications to any of the Specifications for Landlord’s Improvements that cause an extension to the LI Substantial Completion; (c) Tenant’s request for materials, finishes, or installations which are not readily available that cause an extension to the LI Substantial Completion; (d) Change Order Delays; (e) Tenant’s construction of the Tenant Improvements; or (f) any other delay, action or failure to act by Tenant, Tenant’s Representative, Tenant’s employees, agents, independent contractors, subcontractors, consultants and/or any other person performing or required to perform services on behalf part of Tenant, including without limitation interference with Landlord, 's contractor while within or on the Contractor or subcontractors during Tenant’s early occupancy of the Premises under Section 2.04, in each case that causes an extension to the date of LI Substantial Completion (under this Lease and/or the Parking Lease). Landlord shall provide Tenant with notice of such Tenant Delay not more than ten (10) days following the earlier of (i) the commencement thereof or (ii) the date that Landlord first becomes aware of such Tenant DelayProperty.

Landlord’s Improvements. a) Provided that no uncured monetary Event of Default has occurred, Landlord, at its own cost Landlord’s sole cost, up to an amount equal to Twelve and expense00/100 Dollars ($12.00) per rentable square foot of the portion of the Premises on the twelfth floor and Thirty and 00/100 Dollars ($30.00) per rentable square foot of the portion of the Premises on the thirteenth floor (collectively, “Landlord’s Share”), shall construct a cold dark shell building containing certain warehouse improvements perform the work set forth on the Land. Landlord shall construct the shell building, including certain warehouse improvements, and site improvements in accordance with the “Specifications for Landlord’s Improvements” SCHEDULE 1 attached hereto as Exhibit “F” and incorporated herein by reference to this EXHIBIT G (“Landlord’s Improvements”), subject to any changes or modifications required by Applicable Law existing at the time of provision. With the exception of changes and modifications required by Applicable Law, Landlord shall construct Landlord’s Improvements in compliance with the Specifications for Landlord’s Improvements unless Tenant approves in writing in advance any deviation therefrom. Landlord will assign to Tenant all warranties for any building component or system to be maintained by Tenant that are assignable and pass through to Tenant the benefit thereof to the extent not assignable. Landlord will enforce all warranties not assigned to Tenant. Landlord will pass through, for benefit of Tenant, any subcontractor warranties provided on Landlord’s Improvements. b) Tenant shall make no changes or modifications to the Specifications for Landlord’s Improvements without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Landlord may withhold consent if such change or modification would: (i) directly or indirectly delay LI Substantial Completion, unless Tenant agrees that any such delay shall constitute a Tenant Delay; (ii) increase the All cost of designing or constructing any of Landlord’s Improvements, unless Tenant agrees to pay for such increased cost as if such increased cost were a Change Order Cost (as defined below); (iii) be of a quality lower than the quality of the Landlord’s Improvements set forth in excess of Landlord’s Share shall be Tenant’s responsibility, and Tenant shall, at Landlord’s request, deposit with Landlord, in advance of Landlord commencing any such work, the excess of Landlord’s estimate of the cost thereof over Landlord’s Share, and such further shortfalls as Landlord may identify from time to time. All Landlord’s Improvements shall be deemed Landlord’s property under the terms of the Lease and shall revert to Landlord upon termination of the Lease for any reason, it being understood and agreed that Tenant shall have no ownership interest whatsoever in the Specifications for Landlord’s Improvements; (iv) violate any Applicable Laws and/or (v) result in the Building being reclassified from its current classification . Except as warehouse/industrial use, unless Tenant agrees to pay the reasonable costs of restoration at the end of the Lease Term. Notwithstanding anything expressly provided to the contrary set forth in this Lease, Landlord shall not be required to make any expenditure, incur any obligation, or incur any liability of any kind whatsoever in connection with the event that Tenant shall request any changes Lease or substitutions the ownership, construction, maintenance, operation or repair of the Premises. Any modifications to the Specifications for Landlord’s Improvements and such changes, differences and/or substitutions which are requested by Tenant or required to be performed as a result in increased costs in excess of Tenant’s particular use of the costs Premises shall be made at Tenant’s sole cost and expense. If less than all of those the Landlord’s Improvements set forth on Share is used for the Specifications for construction of the Landlord’s Improvements, thenTenant may, at Tenant’s option, utilize up to the extent 50% of any remaining unused portion of the TI Allowance (as defined in Section 22.02), Landlord shall construct such approved changes at Landlord’s cost and expense and shall receive Share as a credit towards the TI Allowance for such expense. To the extent that such costs exceed the TI Allowanceagainst Base Rent due under this Lease, Tenant shall pay such excess costs to Landlord within ten but only by providing at least three (103) business days of receipt of an invoice from the Contractor to the Landlord incorporating such changes. In the event that any Tenant requested changes result in a delay, such delay shall be deemed a Tenant Delay. If Tenant desires any change to the Specifications for Landlord’s Improvements, such changes may only be requested by the delivery to Landlord by Tenant of a proposed advance written “Change Order” specifically setting forth in detail the requested change. Landlord shall have ten (10) business days from the receipt notice of the proposed Change Order to provide the following items: (A) a reasonable summary of any estimated increase or decrease (if any) in the cost of Landlord’s Improvements caused by such proposed change (“Change Order Cost”) and (B) a statement of the estimated number of days of any delay or acceleration (if any) to the LI Substantial Completion caused by such proposed change, including, without limitation, design and construction delays, as reasonably determined by Landlord, the architect and the Contractor (the “Change Order Delay”). If applicable, Tenant shall then have ten (10) business days to approve the Change Order Cost and the Change Order Delay in writing same to Landlord. If Tenant fails to respond to Landlord within said 10-business day period, the Change Order Cost and the Change Order impact shall be deemed disapproved by Tenant and Landlord shall have no further obligation to perform any work set forth in the proposed Change Order unless and until Tenant provides an updated Change Order. If Tenant approves the Change Order Cost and Change Order Delay, (i) the parties shall be deemed to have accelerated or extended the date of LI Substantial Completion, Target Delivery Date, Termination Date, and the Commencement Date by the number of days of the Change Order Delay, (ii) Landlord shall, promptly execute the Change Order and cause the appropriate changes to the Specifications for Landlord’s Improvements to be made and constructed at Landlord’s cost and expense and (iii) Landlord shall receive a credit towards the remaining TI Allowance for the Change Order Cost and Tenant, to the extent that such Change Order Cost exceeds the remaining TI Allowance, shall reimburse Landlord for the Change Order Cost within thirty (30) days following receipt of invoice from the Contractor and, if requested by Tenant, reasonable backup documentation. The Change Order Cost shall include all reasonable and customary costs solely associated with the Change Order, including, without limitation, architectural fees, engineering fees and construction costs, as reasonably determined by the Architect and the Contractor, respectively, a four percent (4%) management fee, general contractor’s fees, and any applicable permits and inspections. c) As used herein, “Tenant Delay” means any delay, including without limitation a delay in the design, construction and/or completion of the Landlord’s Improvements (under either this Lease and/or the Parking Lease) resulting from any or all of the following: (a) Tenant’s failure to timely perform any of its obligations pursuant to this Lease, including without limitation Tenant’s failure to provide approvals, disapprovals and/or make payments within the time frames described herein; or if no time period is prescribed, then within five (5) business days after receipt of such request; (b) any requested modifications to any of the Specifications for Landlord’s Improvements that cause an extension to the LI Substantial Completion; (c) Tenant’s request for materials, finishes, or installations which are not readily available that cause an extension to the LI Substantial Completion; (d) Change Order Delays; (e) Tenant’s construction of the Tenant Improvements; or (f) any other delay, action or failure to act by Tenant, Tenant’s Representative, Tenant’s employees, agents, independent contractors, subcontractors, consultants and/or any other person performing or required to perform services on behalf of Tenant, including without limitation interference with Landlord, the Contractor or subcontractors during Tenant’s early occupancy of the Premises under Section 2.04, in each case that causes an extension to the date of LI Substantial Completion (under this Lease and/or the Parking Lease). Landlord shall provide Tenant with notice of such Tenant Delay not more than ten (10) days following the earlier of (i) the commencement thereof or (ii) the date that Landlord first becomes aware of such Tenant Delay.

Landlord’s Improvements. aLandlord shall provide to Tenant an allowance of Twelve Thousand Dollars ($12,000.00) Landlordtowards work within the Leased premises. Landlord and Tenant shall cooperate and work together to complete any and all improvements to the Building during the Lease Term in a reasonable, at its own cost timely, workmanlike and expense, shall construct a cold dark shell building containing certain warehouse improvements on the Landquiet fashion. Landlord shall construct charge Tenant standard overtime rates should Tenant request Landlord to work within the shell buildingLease Premises before or after normal business hours, including certain warehouse improvementsdefined herein as 7:30 AM to 4:00 PM Monday through Friday excepting holidays. Any built-in improvements installed for Tenant shall, and site improvements in accordance with at Landlord's option, remain part of the “Specifications for Landlord’s Improvements” attached hereto as Exhibit “F” and incorporated herein by reference (“Landlord’s Improvements”), subject to any changes or modifications required by Applicable Law existing Leased Premises at the time termination of provisionthis Lease or shall be or shall be removed at Tenant’s expense. With G▇▇▇▇▇▇▇ Properties Management Inc. shall be the exception of changes and modifications required by Applicable Law, Landlord shall construct Landlord’s Improvements in compliance with the Specifications General contractor for Landlord’s Improvements unless Tenant approves in writing in advance any deviation therefrom. Landlord will assign to Tenant all warranties for any building component or system to be maintained by Tenant that are assignable and pass through to Tenant the benefit thereof Work to the extent not assignableLease Premises which physically or permanently alters any portion of the Property or requires a building permit issued by the City of Malden's Building Department or any associate City Department. However, Tenant shall have the right to seek alternative quotes from other licensed Contractors. Tenant may select an alternative contractor's quote if such quote equals or exceeds a seven & half percent (7.50%) reduction from Landlord's quote and Landlord will enforce all warranties not assigned declines to match such alternative quote within forty-eight (48) hours after receiving a copy of such alternative contractor’s quote from Tenant. If Tenant’s contractor is selected to performed this bid work, then Tenant’s contractor, shall additionally adhere to the following conditions: 1: Contractor shall provide to Landlord will pass through, for benefit prior to commencement of Tenant, any subcontractor warranties provided on Landlord’s Improvementswork at the Property evidence of appropriate w▇▇▇▇▇▇ compensation insurance coverage and Liability Insurance Coverage (Minimum of One Million Dollars) by an Insurance Company licensed to provide such insurance within the Commonwealth of Massachusetts. b) Tenant 2: Contractor shall make no changes only use materials equal to or modifications to the Specifications for Landlord’s Improvements without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Landlord may withhold consent if such change or modification would: (i) directly or indirectly delay LI Substantial Completion, unless Tenant agrees that any such delay shall constitute a Tenant Delay; (ii) increase the cost of designing or constructing any of Landlord’s Improvements, unless Tenant agrees to pay for such increased cost as if such increased cost were a Change Order Cost (as defined below); (iii) be of a quality lower than exceeds the quality of the Landlord’s Improvements set forth materials already in the Specifications for Landlord’s Improvements; (iv) violate place. Contractor shall further make all reasonable efforts to match all existing materials in place. Tenant understands that any Applicable Laws and/or (v) result in the Building being reclassified from its current classification as warehouse/industrial use, unless licensed contractor selected by Tenant agrees to pay the reasonable costs of restoration at the end other than G▇▇▇▇▇▇▇ Properties Management Inc. shall be considered an agent of the Lease TermTenant. Notwithstanding anything to the contrary set forth in this Lease, in the event that Tenant shall request any changes or substitutions to the Specifications for Landlord’s Improvements and such changes, differences and/or substitutions result in increased costs in excess of the costs of those Landlord’s Improvements set forth on the Specifications for Landlord’s Improvements, then, to the extent of any remaining unused portion of the TI Allowance (as defined in Section 22.02), Landlord shall construct such approved changes at Landlord’s cost and expense and shall receive a credit towards the TI Allowance for such expense. To the extent that such costs exceed the TI AllowanceTherefore, Tenant shall pay such excess costs to Landlord within ten (10) business days of receipt of an invoice from be liable and responsible for all actions or inactions on the Contractor to the Landlord incorporating such changes. In the event that any Tenant requested changes result in a delay, such delay shall be deemed a Tenant Delay. If Tenant desires any change to the Specifications for Landlord’s Improvements, such changes may only be requested by the delivery to Landlord by Tenant of a proposed written “Change Order” specifically setting forth in detail the requested change. Landlord shall have ten (10) business days from the receipt of the proposed Change Order to provide the following items: (A) a reasonable summary of any estimated increase or decrease (if any) in the cost of Landlord’s Improvements caused by such proposed change (“Change Order Cost”) and (B) a statement of the estimated number of days of any delay or acceleration (if any) to the LI Substantial Completion caused by such proposed change, including, without limitation, design and construction delays, as reasonably determined by Landlord, the architect and the Contractor (the “Change Order Delay”). If applicable, Tenant shall then have ten (10) business days to approve the Change Order Cost and the Change Order Delay in writing to Landlord. If Tenant fails to respond to Landlord within said 10-business day period, the Change Order Cost and the Change Order impact shall be deemed disapproved by Tenant and Landlord shall have no further obligation to perform any work set forth in the proposed Change Order unless and until Tenant provides an updated Change Order. If Tenant approves the Change Order Cost and Change Order Delay, (i) the parties shall be deemed to have accelerated or extended the date of LI Substantial Completion, Target Delivery Date, Termination Date, and the Commencement Date by the number of days of the Change Order Delay, (ii) Landlord shall, promptly execute the Change Order and cause the appropriate changes to the Specifications for Landlord’s Improvements to be made and constructed at Landlord’s cost and expense and (iii) Landlord shall receive a credit towards the remaining TI Allowance for the Change Order Cost and Tenant, to the extent that such Change Order Cost exceeds the remaining TI Allowance, shall reimburse Landlord for the Change Order Cost within thirty (30) days following receipt of invoice from the Contractor and, if requested by Tenant, reasonable backup documentation. The Change Order Cost shall include all reasonable and customary costs solely associated with the Change Order, including, without limitation, architectural fees, engineering fees and construction costs, as reasonably determined by the Architect and the Contractor, respectively, a four percent (4%) management fee, general contractor’s fees, and any applicable permits and inspections. c) As used herein, “Tenant Delay” means any delay, including without limitation a delay in the design, construction and/or completion of the Landlord’s Improvements (under either this Lease and/or the Parking Lease) resulting from any or all of the following: (a) Tenant’s failure to timely perform any of its obligations pursuant to this Lease, including without limitation Tenant’s failure to provide approvals, disapprovals and/or make payments within the time frames described herein; or if no time period is prescribed, then within five (5) business days after receipt of such request; (b) any requested modifications to any of the Specifications for Landlord’s Improvements that cause an extension to the LI Substantial Completion; (c) Tenant’s request for materials, finishes, or installations which are not readily available that cause an extension to the LI Substantial Completion; (d) Change Order Delays; (e) Tenant’s construction of the Tenant Improvements; or (f) any other delay, action or failure to act by Tenant, Tenant’s Representative, Tenant’s employees, agents, independent contractors, subcontractors, consultants and/or any other person performing or required to perform services on behalf part of Tenant, including without limitation interference with Landlord, 's contractor while within or on the Contractor or subcontractors during Tenant’s early occupancy of the Premises under Section 2.04, in each case that causes an extension to the date of LI Substantial Completion (under this Lease and/or the Parking Lease). Landlord shall provide Tenant with notice of such Tenant Delay not more than ten (10) days following the earlier of (i) the commencement thereof or (ii) the date that Landlord first becomes aware of such Tenant DelayProperty.

Landlord’s Improvements. a) Landlord28.1 Provided Tenant is not then in default of any of the terms or conditions of this Lease, at its own cost and expenseon Tenant's behalf, shall construct a cold dark shell building containing certain warehouse improvements on Landlord agrees to remodel the Land. Landlord shall construct the shell building, including certain warehouse improvements, and site improvements demised premises in accordance with plans to be approved by both Tenant and Landlord. Provided Tenant is not then in default of any of the “Specifications for Landlord’s Improvements” attached hereto as Exhibit “F” and incorporated herein by reference (“Landlord’s Improvements”), subject to any changes terms or modifications required by Applicable Law existing at the time conditions of provision. With the exception of changes and modifications required by Applicable Lawthis Lease, Landlord shall construct Landlord’s Improvements in compliance with the Specifications for Landlord’s Improvements unless Tenant approves in writing in advance any deviation therefrom. Landlord will assign contribute to Tenant all warranties for any building component or system to be maintained by Tenant that are assignable and pass through to Tenant the benefit thereof to the extent not assignable. Landlord will enforce all warranties not assigned to Tenant. Landlord will pass through, for benefit of Tenant, any subcontractor warranties provided on Landlord’s Improvements. b) Tenant shall make no changes or modifications to the Specifications for Landlord’s Improvements without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Landlord may withhold consent if such change or modification would: (i) directly or indirectly delay LI Substantial Completion, unless Tenant agrees that any such delay shall constitute a Tenant Delay; (ii) increase the cost of designing or constructing such Tenant remodeling the sum of Eighteen Thousand Forty and 00/100 Dollars ($18,040.00), with the understanding that any costs in excess thereof will be paid by Tenant. Such excess costs shall be paid in full by Tenant simultaneously with the approval by Landlord and Tenant of Tenant's working drawings and Landlord's estimate of extra costs. Provided Tenant is not then in default of any of Landlord’s Improvementsthe terms or conditions of this Lease, unless Tenant agrees any remainder of said contribution shall be credited against Tenant's rent obligations hereunder, apportioned equally and applied once a month over the term hereof. 28.2 The Construction Schedule attached to pay this Lease as Exhibit "D" is incorporated herein and describes the obligations of Landlord and Tenant, and the respective time periods of performance thereof, for such increased cost as if such increased cost were a Change Order Cost (as defined below); (iii) be the preparation, review and approval of a quality lower than Preliminary Plans, Working Drawings and estimates, and the quality substantial completion of construction of the Landlord’s Improvements Demised Premises. Tenant shall deliver, or cause to be delivered, to Landlord by the dates and within the time periods specified, the Preliminary Plans and subsequent approvals specified on Exhibit D. Any delay by Tenant in the timely performance of its obligations as set forth on Exhibit D shall not affect the Lease Commencement Date set forth in the Specifications for Landlord’s Improvements; (iv) violate any Applicable Laws and/or (v) result in the Building being reclassified from its current classification Section 1.2 and shall be a Tenant delay as warehouse/industrial use, unless Tenant agrees to pay the reasonable costs of restoration at the end of the Lease Term. Notwithstanding anything to the contrary set forth in this Section 3 of the Lease. In Section 3.1 of the Lease, in the event that Tenant shall request any changes reference to Section 1.7 or substitutions to the Specifications for Landlord’s Improvements and such changes, differences and/or substitutions result in increased costs in excess of the costs of those Landlord’s Improvements set forth on the Specifications for Landlord’s Improvements, then, to the extent of any remaining unused portion of the TI Allowance (as defined in Section 22.02), Landlord shall construct such approved changes at Landlord’s cost and expense and shall receive a credit towards the TI Allowance for such expense. To the extent that such costs exceed the TI Allowance, Tenant shall pay such excess costs to Landlord within ten (10) business days of receipt of an invoice from the Contractor to the Landlord incorporating such changes. In the event that any Tenant requested changes result in a delay, such delay shall be deemed a Tenant Delay. If Tenant desires any change to the Specifications for Landlord’s Improvements, such changes may only be requested by the delivery to Landlord by Tenant of a proposed written “Change Order” specifically setting forth in detail the requested change. Landlord shall have ten (10) business days from the receipt of the proposed Change Order to provide the following items: (A) a reasonable summary of any estimated increase or decrease (if any) in the cost of Landlord’s Improvements caused by such proposed change (“Change Order Cost”) and (B) a statement of the estimated number of days of any delay or acceleration (if any) to the LI Substantial Completion caused by such proposed change, including, without limitation, design and construction delays, as reasonably determined by Landlord, the architect and the Contractor (the “Change Order Delay”). If applicable, Tenant shall then have ten (10) business days to approve the Change Order Cost and the Change Order Delay in writing to Landlord. If Tenant fails to respond to Landlord within said 10-business day period, the Change Order Cost and the Change Order impact shall be deemed disapproved by Tenant and Landlord shall have no further obligation to perform any work set forth in the proposed Change Order unless and until Tenant provides an updated Change Order. If Tenant approves the Change Order Cost and Change Order Delay, (i) the parties subsection thereof shall be deemed to have accelerated or extended the date of LI Substantial Completion, Target Delivery Date, Termination Date, refer to Exhibit D and the Commencement Date by the number of days of the Change Order Delay, (ii) Landlord shall, promptly execute the Change Order and cause the appropriate changes to the Specifications for Landlord’s Improvements to be made and constructed at Landlord’s cost and expense and (iii) Landlord shall receive a credit towards the remaining TI Allowance for the Change Order Cost and Tenant, to the extent that such Change Order Cost exceeds the remaining TI Allowance, shall reimburse Landlord for the Change Order Cost within thirty (30) days following receipt of invoice from the Contractor and, if requested by Tenant, reasonable backup documentation. The Change Order Cost shall include all reasonable and customary costs solely associated with the Change Order, including, without limitation, architectural fees, engineering fees and construction costs, as reasonably determined by the Architect and the Contractor, respectively, a four percent (4%) management fee, general contractor’s fees, and any applicable permits and inspectionscorresponding subsection thereof. c) As used herein, “Tenant Delay” means any delay, including without limitation a delay in the design, construction and/or completion of the Landlord’s Improvements (under either this Lease and/or the Parking Lease) resulting from any or all of the following: (a) Tenant’s failure to timely perform any of its obligations pursuant to this Lease, including without limitation Tenant’s failure to provide approvals, disapprovals and/or make payments within the time frames described herein; or if no time period is prescribed, then within five (5) business days after receipt of such request; (b) any requested modifications to any of the Specifications for Landlord’s Improvements that cause an extension to the LI Substantial Completion; (c) Tenant’s request for materials, finishes, or installations which are not readily available that cause an extension to the LI Substantial Completion; (d) Change Order Delays; (e) Tenant’s construction of the Tenant Improvements; or (f) any other delay, action or failure to act by Tenant, Tenant’s Representative, Tenant’s employees, agents, independent contractors, subcontractors, consultants and/or any other person performing or required to perform services on behalf of Tenant, including without limitation interference with Landlord, the Contractor or subcontractors during Tenant’s early occupancy of the Premises under Section 2.04, in each case that causes an extension to the date of LI Substantial Completion (under this Lease and/or the Parking Lease). Landlord shall provide Tenant with notice of such Tenant Delay not more than ten (10) days following the earlier of (i) the commencement thereof or (ii) the date that Landlord first becomes aware of such Tenant Delay.

Landlord’s Improvements. a) Landlord agrees to furnish at Landlord, at its own ’s sole cost and expenseexpense all of the material, shall construct a cold dark shell building containing certain warehouse improvements labor, and equipment for the construction on the Land. Landlord shall construct Land of the shell building, including certain warehouse improvements, and site improvements in accordance with specified on the “Specifications for Landlord’s ImprovementsOutline Plans and Specifications” which are listed in Exhibit “B” attached hereto as Exhibit “F” and incorporated herein by reference made a part hereof (the “Landlord’s Improvements”), subject to any changes or modifications required by Applicable Law existing at the time of provision. With the exception of changes and modifications required by Applicable Law, Landlord shall construct Landlord’s Improvements shall be constructed in compliance a good and workmanlike manner in accordance with the Specifications “Final Plans and Specifications”, as the same are proposed by Landlord and approved by Tenant in substantial accordance with this Lease and Landlord agrees to complete the construction thereof in accordance with all applicable building codes as presently interpreted and enforced by the governmental bodies having jurisdiction thereof; provided, however, that reference is made to Article IX for Landlord’s specific provisions dealing with “ADA” and “Hazardous Materials Laws.” Landlord will use commercially reasonable efforts to obtain a project “no-strike” provision from the building trades council for the construction of the Improvements. Upon “Substantial Completion” (as hereinafter defined), the Improvements unless Tenant approves in writing in advance any deviation therefromwill be fit for human occupancy and use. Landlord agrees to prepare the Final Plans and Specifications so that they are consistent with the Outline Plans and Specifications. Upon completion of each phase of the Final Plans and Specifications, Landlord will assign submit the same to Tenant all warranties for any building component or system to be maintained by Tenant that are assignable and pass through to Tenant the benefit thereof to the extent not assignableits approval. Landlord will enforce all warranties not assigned to Tenant. Landlord will pass through, for benefit of Tenant, any subcontractor warranties provided on Landlord’s Improvements. b) Tenant shall make no changes or modifications to the Specifications for Landlord’s Improvements without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Landlord may withhold consent if such change or modification would: (i) directly or indirectly delay LI Substantial Completion, unless Tenant agrees that any it will approve each such delay phase provided that each such phase is consistent with the Outline Plans and Specifications. Tenant shall constitute a Tenant Delay; (ii) increase the cost of designing approve or constructing any of Landlord’s Improvements, unless Tenant agrees to pay for such increased cost as if such increased cost were a Change Order Cost (as defined below); (iii) be of a quality lower than the quality disapprove each phase of the Landlord’s Improvements set forth in the Final Plans and Specifications for Landlord’s Improvements; (iv) violate any Applicable Laws and/or (v) result in the Building being reclassified from its current classification as warehouse/industrial use, unless Tenant agrees to pay the reasonable costs of restoration at the end of the Lease Term. Notwithstanding anything to the contrary set forth in this Lease, in the event that Tenant shall request any changes or substitutions to the Specifications for Landlord’s Improvements and such changes, differences and/or substitutions result in increased costs in excess of the costs of those Landlord’s Improvements set forth on the Specifications for Landlord’s Improvements, then, to the extent of any remaining unused portion of the TI Allowance (as defined in Section 22.02), Landlord shall construct such approved changes at Landlord’s cost and expense and shall receive a credit towards the TI Allowance for such expense. To the extent that such costs exceed the TI Allowance, Tenant shall pay such excess costs to Landlord within ten (10) business calendar days of after receipt of an invoice from the Contractor same, and if Tenant fails to the Landlord incorporating approve or disapprove same within such changes. In the event that any Tenant requested changes result in a delay, such delay shall be deemed a Tenant Delay. If Tenant desires any change to the Specifications for Landlord’s Improvements, such changes may only be requested by the delivery to Landlord by Tenant of a proposed written “Change Order” specifically setting forth in detail the requested change. Landlord shall have ten (10) business days from the receipt of the proposed Change Order to provide the following items: (A) a reasonable summary of any estimated increase or decrease (if any) in the cost of Landlord’s Improvements caused by such proposed change (“Change Order Cost”) and (B) a statement of the estimated number of days of any delay or acceleration (if any) to the LI Substantial Completion caused by such proposed change, including, without limitation, design and construction delays, as reasonably determined by Landlord, the architect and the Contractor (the “Change Order Delay”). If applicable, Tenant shall then have ten (10) business days to approve the Change Order Cost and the Change Order Delay in writing to Landlord. If Tenant fails to respond to Landlord within said 10-business calendar day period, the Change Order Cost and the Change Order impact shall be deemed disapproved by Tenant and Landlord shall have no further obligation to perform any work set forth in the proposed Change Order unless and until Tenant provides an updated Change Order. If Tenant approves the Change Order Cost and Change Order Delay, (i) the parties shall be deemed to have accelerated approved such phase of the Final Plans and Specifications. The Final Plans and Specifications shall be approved by Landlord and Tenant by affixing thereon the signature or extended initials of (in the date case of LI Substantial Completionthe Landlord) an authorized officer or employee (and in the case of the Tenant) an authorized officer of each of the respective parties hereto and a complete description thereof (in the form of a schedule of drawings) shall be attached to each parties’ copy of this Lease and made a part hereof as Exhibit “C”. Such Exhibit “C” shall control the parties’ obligations hereunder, Target Delivery Dateexcept as to nonconstruction matters contained in Exhibit “B”, Termination Datesuch as allowances and exclusions not expressly and specifically superseded by Exhibit “C”. The signature of such authorized officer or employee shall be deemed conclusive evidence of the approval indicated by such signature. Landlord agrees to appoint competent personnel to work with Tenant in the preparation of the Final Plans and Specifications for the Building and Tenant agrees to appoint an officer or employee of Tenant to work with Landlord in the preparation of the Final Plans and Specifications for the Building. Landlord and Tenant have initially designated the individuals identified on Exhibit “C-1” as their respective representative, and although both parties reserve the Commencement Date right to change such designation at will. Landlord acknowledges that Tenant has retained the services of ▇▇▇▇▇ ▇▇▇▇▇▇▇ as a construction consultant, (the “Consultant”); however, the Consultant has not been given authority by the number of days Tenant to make decisions on behalf of the Change Order DelayTenant. Accordingly, (ii) while Landlord shall, promptly execute will allow the Change Order and cause the appropriate changes Consultant access to the Specifications Demised Premises, Landlord will look directly to Tenant (and not the Consultant) for Landlordthe performance of all of Tenant’s Improvements obligations hereunder. Landlord shall have the authority to make changes required by any applicable laws, codes, ordinances or regulations, as well as minor changes in the work to be made performed by it under this Lease and constructed at Landlord’s cost not inconsistent with the applicable Outline Plans and expense Specifications or Final Plans and (iii) Specifications, as the case may be. When Landlord shall receive a credit towards the remaining TI Allowance for the Change Order Cost and Tenant, requests Tenant to specify details or layouts with respect to the extent that such Change Order Cost exceeds Improvements, Tenant shall specify same, subject to the remaining TI Allowanceprovisions of the Outline Plans and Specifications, shall reimburse Landlord for the Change Order Cost within thirty (30) days following receipt of invoice from the Contractor and, if requested by Tenant, reasonable backup documentation. The Change Order Cost shall include all reasonable and customary costs solely associated with the Change Order, including, without limitation, architectural fees, engineering fees and construction costs, so as reasonably determined by the Architect and the Contractor, respectively, a four percent (4%) management fee, general contractor’s fees, and any applicable permits and inspections. c) As used herein, “Tenant Delay” means any delay, including without limitation a not to delay in the design, construction and/or completion of the Landlord’s Improvements (under either this Lease and/or the Parking Lease) resulting from and, in any or all of the following: (a) Tenant’s failure to timely perform any of its obligations pursuant to this Leaseevent, including without limitation Tenant’s failure to provide approvals, disapprovals and/or make payments within the time frames described herein; or if no time period is prescribed, then within five (5) business days after receipt of request by Landlord. Tenant shall pay to Landlord all increased out-of-pocket costs or actual damages incurred by Landlord attributable to Tenant’s delays in performing its obligations under this Article II. In the event that such request; delays caused by Tenant result in the “Commencement Date” (bas defined in Section 2.4) any requested modifications being delayed, the parties acknowledge and agree that the Commencement Date shall be deemed to occur on the date on which the Commencement Date would have occurred but for such delay. Tenant and Landlord acknowledge that it is expected that all governmental approvals and permits which Landlord believes are required in order for Landlord to “Substantially Complete” (as defined in Section 2.5) the Landlord Improvements and which are necessary to permit “Assembly” (as defined in Section 4.1) in at least 38,000 square feet of the Building (the “Permits”) will be issued by the appropriate governmental authorities by October 25, 1998. If any of the Specifications for Permits are not, despite Landlord’s Improvements diligent pursuit thereof, received by Landlord by October 25, 1998, the “Target Commencement Date” (as hereinafter defined) shall be automatically extended day-for-day for each day after such date until the day that cause an extension the Permits are issued. Such delay in obtaining the Permits shall constitute “Excused Delay” (as hereinafter defined). The Landlord expects to receive the LI Substantial Completion; (c) Tenant’s request following “Preliminary Approvals” for materials, finishes, or installations which are not readily available that cause an extension to the LI Substantial Completion; (d) Change Order Delays; (e) Tenant’s construction of the Tenant Improvements; or (f) any other delayImprovements from the City of Plymouth on October 7, action or failure 1998: Site Plan approval, a Conditional Use Permit to act by Tenantexceed the height restrictions of the City and to permit limited Assembly on the Demised Premises and a Fire Lane Variance. In the event that, Tenant’s Representativeas of the conclusion of the City Council meeting on October 7, Tenant’s employees, agents, independent contractors, subcontractors, consultants and/or any other person performing or required to perform services on behalf of Tenant, including without limitation interference with Landlord1998, the Contractor or subcontractors during Tenant’s early occupancy of the Premises under Section 2.04Preliminary Approvals have not been obtained, in each case that causes an extension to the date of LI Substantial Completion (under then either party hereto may terminate this Lease and/or the Parking Lease). Landlord shall provide Tenant with on October 8, 1998 by delivering notice of such Tenant Delay termination to the other party on or before 5:00 p.m. on October 8, 1998. In any event, the termination right herein provided for shall, if not more than ten (10) days following the earlier exercised as aforesaid, be deemed to be null and void and of (i) the commencement thereof or (ii) the date that Landlord first becomes aware no further force and effect as of such Tenant Delay5:00 p.m. on October 8, 1998.

Landlord’s Improvements. a) Landlord, at its own cost and expense, shall construct a cold dark shell building containing certain warehouse improvements on the Land. Landlord shall construct ensure that the shell building, including certain warehouse improvements, roof structure will have a mechanical zone above the Premises in a location in the structural zone of the roof specified by Landlord' s architect and site improvements in accordance with the “Specifications for Landlord’s Improvements” attached hereto as Exhibit “F” and incorporated herein by reference (“Landlord’s Improvements”), subject to any changes or modifications required by Applicable Law existing at the time of provision. With the exception of changes and modifications required by Applicable Law, Landlord shall construct Landlord’s Improvements in compliance with the Specifications for Landlord’s Improvements unless Tenant approves in writing in advance any deviation therefrom. Landlord will assign to Tenant all warranties for any building component or system to be maintained approved by Tenant that are assignable and pass through (such approval not to Tenant the benefit thereof to the extent not assignable. Landlord will enforce all warranties not assigned to Tenant. Landlord will pass through, for benefit of Tenant, any subcontractor warranties provided on Landlord’s Improvements. b) Tenant shall make no changes or modifications to the Specifications for Landlord’s Improvements without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding ) within which all rooftop HVAC units serving the foregoingPremises must be located by Tenant, Landlord may withhold consent if such change or modification would: (i) directly or indirectly delay LI Substantial Completion, unless Tenant agrees that any such delay shall constitute a Tenant Delay; (ii) increase the cost of designing or constructing any of Landlord’s Improvements, unless Tenant agrees to pay for such increased cost as if such increased cost were a Change Order Cost (as defined below); (iii) be of a quality lower than the quality of the Landlord’s Improvements set forth in the Specifications for Landlord’s Improvements; (iv) violate any Applicable Laws and/or (v) result in the Building being reclassified from its current classification as warehouse/industrial use, unless Tenant agrees to pay the reasonable costs of restoration at the end of the Lease Term. Notwithstanding anything to the contrary set forth in this Lease, in the event that Tenant shall request any changes or substitutions to the Specifications for Landlord’s Improvements and such changes, differences and/or substitutions result in increased costs in excess of the costs of those Landlord’s Improvements set forth on the Specifications for Landlord’s Improvements, then, to the extent of any remaining unused portion of the TI Allowance (as defined in Section 22.02), Landlord shall construct such approved changes at Landlord’s cost and expense and shall receive a credit towards the TI Allowance for such expense. To the extent that such costs exceed the TI Allowance, Tenant shall pay such excess costs to Landlord within ten (10) business days of receipt of an invoice from the Contractor to the Landlord incorporating such changes. In the event that any Tenant requested changes result in a delay, such delay shall be deemed a Tenant Delay. If Tenant desires any change to the Specifications for Landlord’s Improvements, such changes may only be requested by the delivery to Landlord by Tenant of a proposed written “Change Order” specifically setting forth in detail the requested change. Landlord shall have ten (10) business days from the receipt of the proposed Change Order to provide the following items: (A) a reasonable summary of any estimated increase or decrease (if any) in the cost of Landlord’s Improvements caused by such proposed change (“Change Order Cost”) and (B) a statement of the estimated number of days of any delay or acceleration (if any) to the LI Substantial Completion caused by such proposed change, including, without limitation, design and construction delays, as reasonably determined by Landlord, the architect and the Contractor (the “Change Order Delay”). If applicable, Tenant shall then have ten (10) business days to approve the Change Order Cost and the Change Order Delay in writing to Landlord. If Tenant fails to respond to Landlord within said 10-business day period, the Change Order Cost and the Change Order impact shall be deemed disapproved by Tenant and Landlord shall have no further obligation to perform any work set forth in the proposed Change Order unless and until Tenant provides an updated Change Order. If Tenant approves the Change Order Cost and Change Order Delay, (i) the parties shall be deemed to have accelerated or extended the date of LI Substantial Completion, Target Delivery Date, Termination Date, and the Commencement Date by the number of days of the Change Order Delay, (ii) Landlord shall, promptly execute the Change Order and cause the appropriate changes install isolation curb adapters to the Specifications existing HVAC units serving the Premises, provided that if the actual out-of-pocket cost reasonably incurred by Landlord for Landlord’s Improvements to be made and constructed at Landlord’s cost and expense and (iii) Landlord shall receive a credit towards the remaining TI Allowance for the Change Order Cost and Tenantsuch installation exceeds $21,175.00, to the extent that such Change Order Cost exceeds the remaining TI Allowance, then Tenant shall reimburse Landlord for such excess cost upon demand and delivery to Tenant of reasonably detailed bills and invoices showing such costs. Landlord shall reimburse Tenant, in an amount not to exceed $251,530.00 (which amount is in addition to, and not included in, the Change Order Cost Allowances set forth in Item 6 of the Basic Terms of the Lease), for the out-of-pocket costs actually incurred by Tenant for the purchase, delivery and installation of City-Multi units serving the Premises, which reimbursement shall be subject to satisfaction of the requirements set forth in Section 3.03 of EXHIBIT "E". All HVAC work, including all installation of roof top units, curbs, distribution ductwork, registers, grilles, thermostats, electric to roof top equipment, and all other components shall be provided by Tenant in accordance with the approved Tenant's Drawings and shall be performed subject to the conditions and limitations set forth in EXHIBIT "E". In addition, Landlord shall provide electrical conduit to the existing landscape planter for Tenant to use in connection with the installation of an electric vehicle charging station, it being understood that Tenant shall be responsible for making all electrical connections for such electric vehicle charging station to Tenant's electrical panel. Any other rooftop HVAC units or equipment installed by Landlord directly above the Premises during the Term of this Lease shall be placed in locations within thirty (30) days following receipt the structural zone of invoice from the Contractor and, if requested roof approved by Tenant, reasonable backup documentation. The Change Order Cost shall include all reasonable and customary costs solely associated with the Change Ordersuch approval not to be unreasonably withheld, including, without limitation, architectural fees, engineering fees and construction costs, as reasonably determined by the Architect and the Contractor, respectively, a four percent (4%) management fee, general contractor’s feesconditioned or delayed, and any applicable permits such HVAC units shall be installed with spring isolators and inspectionssound attenuation insulation similar to or better than the HVAC units serving the Premises. c) As used herein, “Tenant Delay” means any delay, including without limitation a delay in the design, construction and/or completion of the Landlord’s Improvements (under either this Lease and/or the Parking Lease) resulting from any or all of the following: (a) Tenant’s failure to timely perform any of its obligations pursuant to this Lease, including without limitation Tenant’s failure to provide approvals, disapprovals and/or make payments within the time frames described herein; or if no time period is prescribed, then within five (5) business days after receipt of such request; (b) any requested modifications to any of the Specifications for Landlord’s Improvements that cause an extension to the LI Substantial Completion; (c) Tenant’s request for materials, finishes, or installations which are not readily available that cause an extension to the LI Substantial Completion; (d) Change Order Delays; (e) Tenant’s construction of the Tenant Improvements; or (f) any other delay, action or failure to act by Tenant, Tenant’s Representative, Tenant’s employees, agents, independent contractors, subcontractors, consultants and/or any other person performing or required to perform services on behalf of Tenant, including without limitation interference with Landlord, the Contractor or subcontractors during Tenant’s early occupancy of the Premises under Section 2.04, in each case that causes an extension to the date of LI Substantial Completion (under this Lease and/or the Parking Lease). Landlord shall provide Tenant with notice of such Tenant Delay not more than ten (10) days following the earlier of (i) the commencement thereof or (ii) the date that Landlord first becomes aware of such Tenant Delay.

Landlord’s Improvements. a) Landlord agrees to furnish at Landlord, at its own 's sole cost and expenseexpense all of the material, shall construct a cold dark shell building containing certain warehouse improvements on the Land. Landlord shall construct the shell building, including certain warehouse improvementslabor, and site improvements equipment for the construction of the Base Building Shell and Sitework and Tenant Improvements specified in the Outline Specifications attached hereto as Exhibit C, the Space Plan to be attached hereto as Exhibit C-1 and the Final Plans and Specifications (as defined below in this Section 2.1) ("Landlord's Improvements"). Landlord's Improvements shall be constructed in a good and workmanlike manner in accordance with the “Outline Specifications, the Space Plan, the Final Plans and Specifications and the applicable laws, rules and regulations, including the building code, as they are presently interpreted and enforced by the governmental bodies having jurisdiction thereof (collectively, "Applicable Laws"). Landlord agrees, at its cost, in consultation with Tenant, to cause a space plan and plans and specifications for Landlord’s Improvements” attached hereto as Exhibit “F” Tenant's proposed tenant improvements to be prepared in accordance with the Outline Specifications and incorporated herein by reference (“Landlord’s Improvements”), subject the Applicable Laws and to submit the same to Tenant for its approval. If Tenant objects to any changes or modifications required by Applicable Law existing at the time of provision. With the exception of changes and modifications required by Applicable Law, Landlord shall construct Landlord’s Improvements in compliance with the Specifications for Landlord’s Improvements unless Tenant approves in writing in advance any deviation therefrom. Landlord will assign to Tenant all warranties for any building component or system to be maintained by Tenant that are assignable and pass through to Tenant the benefit thereof to the extent not assignable. Landlord will enforce all warranties not assigned to Tenant. Landlord will pass through, for benefit of Tenant, any subcontractor warranties provided on Landlord’s Improvements. b) Tenant shall make no changes or modifications to the Specifications for Landlord’s Improvements without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Landlord may withhold consent if such change or modification would: (i) directly or indirectly delay LI Substantial Completion, unless Tenant agrees that any such delay shall constitute a Tenant Delay; (ii) increase the cost of designing or constructing any of Landlord’s Improvements, unless Tenant agrees to pay for such increased cost as if such increased cost were a Change Order Cost (as defined below); (iii) be of a quality lower than the quality of the Landlord’s Improvements set forth in the Specifications for Landlord’s Improvements; (iv) violate any Applicable Laws and/or (v) result in the Building being reclassified from its current classification as warehouse/industrial use, unless Tenant agrees to pay the reasonable costs of restoration at the end of the Lease Term. Notwithstanding anything to the contrary set forth in this Lease, in the event that Tenant shall request any changes or substitutions to the Specifications for Landlord’s Improvements and such changes, differences and/or substitutions result in increased costs in excess of the costs of those Landlord’s Improvements set forth on the Specifications for Landlord’s Improvements, then, to the extent of any remaining unused portion of the TI Allowance (as defined in Section 22.02)submitted space plan, Landlord it shall construct such approved changes at Landlord’s cost and expense and shall receive a credit towards the TI Allowance for such expense. To the extent that such costs exceed the TI Allowance, Tenant shall pay such excess costs to notify Landlord within ten (10) business days of receipt of an invoice from the Contractor to the Landlord incorporating such changes. In the event that any Tenant requested changes result in a delay, such delay shall be deemed a Tenant Delay. If Tenant desires any change to the Specifications for Landlord’s Improvements, such changes may only be requested by the delivery to Landlord by Tenant of a proposed written “Change Order” specifically setting forth in detail the requested change. Landlord shall have ten (10) business days from the receipt of the proposed Change Order to provide the following items: (A) a reasonable summary of any estimated increase or decrease (if any) in the cost of Landlord’s Improvements caused by such proposed change (“Change Order Cost”) and (B) a statement of the estimated number of days of any delay or acceleration (if any) to the LI Substantial Completion caused by such proposed change, including, without limitation, design and construction delays, as reasonably determined by Landlord, the architect and the Contractor (the “Change Order Delay”). If applicable, Tenant shall then have ten (10) business days to approve the Change Order Cost and the Change Order Delay in writing to Landlord. If Tenant fails to respond to Landlord within said 10-business day period, the Change Order Cost and the Change Order impact shall be deemed disapproved by Tenant and Landlord shall have no further obligation to perform any work set forth in the proposed Change Order unless and until Tenant provides an updated Change Order. If Tenant approves the Change Order Cost and Change Order Delay, (i) the parties shall be deemed to have accelerated or extended the date of LI Substantial Completion, Target Delivery Date, Termination Date, and the Commencement Date by the number of days of the Change Order Delay, (ii) Landlord shall, promptly execute the Change Order and cause the appropriate changes to the Specifications for Landlord’s Improvements to be made and constructed at Landlord’s cost and expense and (iii) Landlord shall receive a credit towards the remaining TI Allowance for the Change Order Cost and Tenant, to the extent that such Change Order Cost exceeds the remaining TI Allowance, shall reimburse Landlord for the Change Order Cost within thirty (30) days following receipt of invoice from the Contractor and, if requested by Tenant, reasonable backup documentation. The Change Order Cost shall include all reasonable and customary costs solely associated with the Change Order, including, without limitation, architectural fees, engineering fees and construction costs, as reasonably determined by the Architect and the Contractor, respectively, a four percent (4%) management fee, general contractor’s fees, and any applicable permits and inspections. c) As used herein, “Tenant Delay” means any delay, including without limitation a delay in the design, construction and/or completion of the Landlord’s Improvements (under either this Lease and/or the Parking Lease) resulting from any or all of the following: (a) Tenant’s failure to timely perform any of its obligations pursuant to this Lease, including without limitation Tenant’s failure to provide approvals, disapprovals and/or make payments within the time frames described herein; or if no time period is prescribed, then within five (5) 5 business days after receipt of such request; (b) any requested modifications space plan. If Tenant objects to any portion of the submitted plans and specifications, it shall notify Landlord within 10 business days after receipt of such plans and specifications. Tenant also agrees that it will not act in an arbitrary or capricious manner with respect to the approval of the plans and specifications. The space plan and plans and specifications shall be approved by Landlord and Tenant affixing thereon the signature or initials of a Designated Representative (as defined in Section 2.3) of each of them. The space plan approved by Landlord and Tenant (the "Space Plan") shall be deemed attached to this Lease as Exhibit C-1. The plans and specifications approved by Landlord and Tenant (the "Approved Plans and Specifications") shall be the permit plans submitted by Landlord to the City of ▇▇▇▇▇▇▇ with Landlord's application for permits to construct the Building. Landlord shall promptly notify Tenant's Designated Representatives (as defined in Section 2.3) of any changes to the Approved Plans and Specifications that are required by the City of ▇▇▇▇▇▇▇. The Approved Plans and Specifications, as revised as required by the City of ▇▇▇▇▇▇▇, shall be the "Final Plans and Specifications" and shall be deemed attached to each party's copy of this Lease as Exhibit D. Such Exhibit D shall be in lieu of and shall replace Exhibit C and Exhibit C-1, except as to nonconstruction matters contained in Exhibit C or Exhibit C-1 such as allowances and exclusions not expressly and specifically superseded by Exhibit D. The signature or initials of a Designated Representative of a party shall be deemed conclusive evidence of the appr6val of such party. When Landlord requests Tenant to specify details or layouts, Tenant shall promptly specify the some, subject to the provisions of the Outline Specifications, so as not to delay completion of the Space Plan, Final Plans and Specifications or Landlord's Improvements. Tenant shall be responsible for Landlord’s Improvements that cause an extension to the LI Substantial Completion; (c) Tenant’s request for 's increased cost of labor and materials, finishesif any, or installations which are not readily available that cause an extension to slid loss of rent, arising out of delay in the LI Substantial Completion; (d) Change Order Delays; (e) Tenant’s construction of the Tenant Improvements; or (f) any other delay, action or failure to act by Tenant, Tenant’s Representative, Tenant’s employees, agents, independent contractors, subcontractors, consultants and/or any other person performing or required to perform services on behalf of Tenant, including without limitation interference with Landlord, the Contractor or subcontractors during Tenant’s early occupancy completion of the Premises under caused by Tenant's failure to comply in a timely manner with the requirements of this Section 2.04, in each case that causes an extension to the date of LI Substantial Completion (under this Lease and/or the Parking Lease). Landlord shall provide Tenant with notice of such Tenant Delay not more than ten (10) days following the earlier of (i) the commencement thereof or (ii) the date that Landlord first becomes aware of such Tenant Delay2.1.

Landlord’s Improvements. aLandlord shall provide to Tenant a Sixty Thousand Dollar ($60,000.00) Landlord, at its own credit towards Tenant's cost of cosmetically upgrading Tenant's existing 2nd and expense, 3rd floor office areas. Tenant shall construct a cold dark shell building containing certain warehouse improvements provide to Landlord Tenant's detail plans for cosmetically improving Tenant's 2nd and 3rd floor office areas on the Landor before March 31st 2001. Landlord shall construct the shell buildingmake good faith efforts to complete such 2nd and 3rd floor improvements on or before June 30th, including certain warehouse improvements2001 or ninety (90) days after receipt of Tenant's plans, whichever date is later. Landlord's work shall be completed in a good and site improvements in accordance with the “Specifications for Landlord’s Improvements” attached hereto workmanlike manner. In all new first floor office space Tenant leases (such as Exhibit “F” Suites F-101 and incorporated herein by reference (“Landlord’s Improvements”F-103), subject to any changes or modifications required Landlord at Landlord's expense shall install new carpet with cove base and paint all existing previously paintable surfaces within these newly leased offices. Additionally, Landlord at Landlord's expense shall open a portion of the wall separating F-101 and F-103 and patch and repair such opening as requested by Applicable Law existing Tenant at the time commencement of provisionTenant's occupancy of both of these suites. With All other work not specifically covered by this Section 11 to prepare Tenant's newly leased first floor office space shall be at Tenant's expense. Landlord and Tenant shall cooperate and work together to complete any and all improvements to the exception of changes Building during the Lease Term in a reasonable, timely, workmanlike and modifications required by Applicable Law, quiet fashion. Landlord shall construct charge Tenant standard overtime rates should Tenant request Landlord to work within the Leased Premises before or after normal business hours, defined herein as 8:00 a.m. to 5:00 p.m. Monday through Friday, excepting holidays. Any built-in improvements installed for Tenant shall, at Landlord’s Improvements in compliance with 's option, remain part of the Specifications Leased Premises at the termination of this Lease or shall be removed at Tenant's expense. Tenant shall notify Landlord not less than thirty (30) nor more than ninety (90) days prior to expiration or termination of this Lease that Landlord is required to notify Tenant of which improvements Landlord so designates for Landlord’s Improvements unless Tenant approves in writing in advance any deviation therefromremoval. Any leasehold improvement not designated for removal by Landlord will assign by notice to Tenant all warranties for any building component or system to be maintained by Tenant that are assignable and pass through to Tenant the benefit thereof to the extent not assignable. Landlord will enforce all warranties not assigned to within seven (7) days after Tenant. Landlord will pass through, for benefit of Tenant, any subcontractor warranties provided on Landlord’s Improvements. b) Tenant 's notice shall make no changes or modifications to the Specifications for Landlord’s Improvements without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Landlord may withhold consent if such change or modification would: (i) directly or indirectly delay LI Substantial Completion, unless Tenant agrees that any such delay shall constitute a Tenant Delay; (ii) increase the cost of designing or constructing any of Landlord’s Improvements, unless Tenant agrees to pay for such increased cost as if such increased cost were a Change Order Cost (as defined below); (iii) be of a quality lower than the quality of the Landlord’s Improvements set forth remain in the Specifications for Landlord’s Improvements; (iv) violate any Applicable Laws and/or (v) result in Leased Premises after the Building being reclassified from its current classification as warehouse/industrial use, unless Tenant agrees to pay the reasonable costs of restoration at the end expiration or termination of the Lease Term. Notwithstanding anything ▇▇▇▇▇▇▇▇ Properties Management Inc. shall be the general contractor for all work to the contrary set forth in this Lease, in the event that Tenant shall request Leased Premises which physically or permanently alters any changes or substitutions to the Specifications for Landlord’s Improvements and such changes, differences and/or substitutions result in increased costs in excess of the costs of those Landlord’s Improvements set forth on the Specifications for Landlord’s Improvements, then, to the extent of any remaining unused portion of the TI Allowance (as defined in Section 22.02), Landlord shall construct such approved changes at Landlord’s cost and expense and shall receive Property or requires a credit towards building permit issued by the TI Allowance for such expenseCity of Malden's Building Department or any associated City Department. To the extent that such costs exceed the TI AllowanceHowever, Tenant shall pay have the right to seek alternative quotes from other licensed contractors. Tenant may select an alternative contractor's quote if such excess costs quote equals or exceeds a seven and one-half percent (7.50%) reduction from Landlord's quote and Landlord declines to match such alternative quote within forty-eight (48) hours after receiving a copy of such alternative contractor's quote from Tenant. Tenant's contractor, if selected, shall meet the following conditions: 1. Contractor shall provide to Landlord prior to commencement of any work at the Property evidence of appropriate ▇▇▇▇▇▇▇ compensation insurance coverage and liability insurance coverage (minimum of one million dollars) issued by an insurance company licensed to provide such insurance within ten (10) business days the Commonwealth of receipt Massachusetts. 2. Contractor shall only use materials of an invoice from a quality equal to or that exceeds the quality of materials already in place. Contractor shall further make all reasonable efforts to the Landlord incorporating such changesmatch all existing materials in place. In the event Tenant understands that any licensed contractor selected by Tenant requested changes result in a delay, such delay other than ▇▇▇▇▇▇▇▇ Properties Management Inc. shall be deemed a Tenant Delayconsidered an agent of Tenant. If Tenant desires any change to the Specifications for Landlord’s Improvements, such changes may only be requested by the delivery to Landlord by Tenant of a proposed written “Change Order” specifically setting forth in detail the requested change. Landlord shall have ten (10) business days from the receipt of the proposed Change Order to provide the following items: (A) a reasonable summary of any estimated increase or decrease (if any) in the cost of Landlord’s Improvements caused by such proposed change (“Change Order Cost”) and (B) a statement of the estimated number of days of any delay or acceleration (if any) to the LI Substantial Completion caused by such proposed change, including, without limitation, design and construction delays, as reasonably determined by Landlord, the architect and the Contractor (the “Change Order Delay”). If applicableTherefore, Tenant shall then have ten (10) business days to approve be liable and responsible for all actions or inactions on the Change Order Cost and the Change Order Delay in writing to Landlord. If Tenant fails to respond to Landlord within said 10-business day period, the Change Order Cost and the Change Order impact shall be deemed disapproved by Tenant and Landlord shall have no further obligation to perform any work set forth in the proposed Change Order unless and until Tenant provides an updated Change Order. If Tenant approves the Change Order Cost and Change Order Delay, (i) the parties shall be deemed to have accelerated or extended the date of LI Substantial Completion, Target Delivery Date, Termination Date, and the Commencement Date by the number of days of the Change Order Delay, (ii) Landlord shall, promptly execute the Change Order and cause the appropriate changes to the Specifications for Landlord’s Improvements to be made and constructed at Landlord’s cost and expense and (iii) Landlord shall receive a credit towards the remaining TI Allowance for the Change Order Cost and Tenant, to the extent that such Change Order Cost exceeds the remaining TI Allowance, shall reimburse Landlord for the Change Order Cost within thirty (30) days following receipt of invoice from the Contractor and, if requested by Tenant, reasonable backup documentation. The Change Order Cost shall include all reasonable and customary costs solely associated with the Change Order, including, without limitation, architectural fees, engineering fees and construction costs, as reasonably determined by the Architect and the Contractor, respectively, a four percent (4%) management fee, general contractor’s fees, and any applicable permits and inspections. c) As used herein, “Tenant Delay” means any delay, including without limitation a delay in the design, construction and/or completion of the Landlord’s Improvements (under either this Lease and/or the Parking Lease) resulting from any or all of the following: (a) Tenant’s failure to timely perform any of its obligations pursuant to this Lease, including without limitation Tenant’s failure to provide approvals, disapprovals and/or make payments within the time frames described herein; or if no time period is prescribed, then within five (5) business days after receipt of such request; (b) any requested modifications to any of the Specifications for Landlord’s Improvements that cause an extension to the LI Substantial Completion; (c) Tenant’s request for materials, finishes, or installations which are not readily available that cause an extension to the LI Substantial Completion; (d) Change Order Delays; (e) Tenant’s construction of the Tenant Improvements; or (f) any other delay, action or failure to act by Tenant, Tenant’s Representative, Tenant’s employees, agents, independent contractors, subcontractors, consultants and/or any other person performing or required to perform services on behalf part of Tenant, including without limitation interference with Landlord, 's contractor while within a or on the Contractor or subcontractors during Tenant’s early occupancy of the Premises under Section 2.04, in each case that causes an extension to the date of LI Substantial Completion (under this Lease and/or the Parking Lease). Landlord shall provide Tenant with notice of such Tenant Delay not more than ten (10) days following the earlier of (i) the commencement thereof or (ii) the date that Landlord first becomes aware of such Tenant DelayProperty.

Landlord’s Improvements. a) Landlord shall cause the Common Areas and Shopping Center to meet all requirements of the Americans with Disabilities Act related to access. Landlord shall also cause all utilities, other than water and sanitary sewer, to be separated from other tenant utility lines, stubbed into the Building and separately metered. Tenant acknowledges that since water cannot be subjected to separate metering, neither can sanitary sewer service. Landlord has installed a full interior sprinkler system to the Premises and shall bear any costs necessary to make such existing sprinkler system compliant with all applicable laws. Tenant shall have the right to modify the existing interior sprinkler systems and related equipment in accordance with Tenant’s final approved plans and specifications for the Premises at Tenant’s expense. Tenant, at Tenant’s sole expense, shall also be responsible for any other work, alterations or improvements necessary for Tenant to obtain a valid certificate of occupancy for the Premises. However, if repairs, alterations or improvements to the structural components of the Premises, systems or Shopping Center are required by applicable law in order for the Premises to meet current code requirements for general retail use and such repairs, alterations, or improvements are not due solely to the specific nature of Tenant’s improvements, Landlord shall perform the same at its expense. The foregoing work shall be fully completed by Landlord, at its own no cost and expenseto Tenant, shall construct a cold dark shell building containing certain warehouse improvements on prior to the LandCommencement Date. Landlord shall construct the shell building, including certain warehouse improvements, and site improvements in accordance with the “Specifications for Landlord’s Improvements” attached hereto as Exhibit “F” and incorporated herein by reference (“Landlord’s Improvements”), subject to any changes or modifications required by Applicable Law existing at the time of provision. With the exception of changes and modifications required by Applicable LawIn addition, Landlord shall construct Landlord’s Improvements provide Tenant with a work allowance of $55,000.00 for use by Tenant in compliance with the Specifications for Landlord’s Improvements unless Tenant approves performing its HVAC work and plumbing/fixturing work in writing in advance any deviation therefrombathrooms. Landlord will assign The allowance shall be paid to Tenant all warranties for any building component or system to be maintained by Tenant that are assignable and pass through to Tenant the benefit thereof to the extent not assignable. Landlord will enforce all warranties not assigned to Tenant. Landlord will pass through, for benefit of Tenant, any subcontractor warranties provided on Landlord’s Improvements. b) Tenant shall make no changes or modifications to the Specifications for Landlord’s Improvements without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Landlord may withhold consent if such change or modification would: (i) directly or indirectly delay LI Substantial Completion, unless Tenant agrees that any such delay shall constitute a Tenant Delay; (ii) increase the cost of designing or constructing any of Landlord’s Improvements, unless Tenant agrees to pay for such increased cost as if such increased cost were a Change Order Cost (as defined below); (iii) be of a quality lower than the quality of the Landlord’s Improvements set forth in the Specifications for Landlord’s Improvements; (iv) violate any Applicable Laws and/or (v) result in the Building being reclassified from its current classification as warehouse/industrial use, unless Tenant agrees to pay the reasonable costs of restoration at the end of the Lease Term. Notwithstanding anything to the contrary set forth in this Lease, in the event that Tenant shall request any changes or substitutions to the Specifications for Landlord’s Improvements and such changes, differences and/or substitutions result in increased costs in excess of the costs of those Landlord’s Improvements set forth on the Specifications for Landlord’s Improvements, then, to the extent of any remaining unused portion of the TI Allowance (as defined in Section 22.02), Landlord shall construct such approved changes at Landlord’s cost and expense and shall receive a credit towards the TI Allowance for such expense. To the extent that such costs exceed the TI Allowance, Tenant shall pay such excess costs to Landlord within ten (10) business days following Tenant’s installation of receipt the HVAC system and completion of an invoice from the Contractor to the Landlord incorporating such changes. In the event that any Tenant requested changes result in a delay, such delay shall be deemed a Tenant Delaybathroom improvement work. If Tenant desires any change to the Specifications for Landlord’s Improvements, such changes may only be requested by the delivery to Landlord by Tenant of a proposed written “Change Order” specifically setting forth in detail the requested change. Landlord shall have ten (10) business days from the receipt of the proposed Change Order to provide the following items: (A) a reasonable summary of any estimated increase or decrease (if any) in the cost of Landlord’s Improvements caused by such proposed change (“Change Order Cost”) and (B) a statement of the estimated number of days of any delay or acceleration (if any) to the LI Substantial Completion caused by such proposed change, including, without limitation, design and construction delays, as reasonably determined by Landlord, the architect and the Contractor (the “Change Order Delay”). If applicable, Tenant shall then have ten (10) business days to approve the Change Order Cost and the Change Order Delay in writing to Landlord. If Tenant fails to respond to Landlord within said 10-business day period, the Change Order Cost and the Change Order impact shall be deemed disapproved by Tenant and Landlord shall have no further obligation to perform any work set forth in the proposed Change Order unless and until Tenant provides an updated Change Order. If Tenant approves the Change Order Cost and Change Order Delay, (i) the parties shall be deemed to have accelerated or extended the date of LI Substantial Completion, Target Delivery Date, Termination Date, and the Commencement Date by the number of days of the Change Order Delay, (ii) Landlord shall, promptly execute the Change Order and cause the appropriate changes to the Specifications for Landlord’s Improvements to be made and constructed at Landlord’s cost and expense and (iii) Landlord shall receive a credit towards the remaining TI Allowance for the Change Order Cost and Tenant, to the extent that such Change Order Cost exceeds the remaining TI Allowance, shall reimburse Landlord for the Change Order Cost allowance is not paid within thirty (30) days following receipt of invoice from the Contractor and, if requested by Tenant, reasonable backup documentation. The Change Order Cost shall include all reasonable and customary costs solely associated with the Change Order, including, without limitation, architectural fees, engineering fees and construction costs, as reasonably determined by the Architect and the Contractor, respectively, a four percent (4%) management fee, general contractor’s fees, and any applicable permits and inspections. c) As used herein, “Tenant Delay” means any delay, including without limitation a delay in the design, construction and/or completion of the Landlord’s Improvements (under either this Lease and/or the Parking Lease) resulting from any or all of the following: (a) Tenant’s failure foregoing work, Tenant shall be entitled to timely perform any of its obligations pursuant to this Lease, including without limitation Tenant’s failure to provide approvals, disapprovals and/or make payments within the time frames described herein; or if no time period is prescribed, then within five (5) business days after receipt of offset such request; (b) any requested modifications unpaid amounts against rent due hereunder. If Tenant objects to any allocated assessment of the Specifications water and sewer usage under Article 10, Tenant shall be entitled to install separate meters for Landlord’s Improvements that cause an extension to the LI Substantial Completion; (c) Tenant’s request for materials, finishes, or installations which are not readily available that cause an extension to the LI Substantial Completion; (d) Change Order Delays; (e) Tenant’s construction of the Tenant Improvements; or (f) any other delay, action or failure to act by Tenant, Tenant’s Representative, Tenant’s employees, agents, independent contractors, subcontractors, consultants and/or any other person performing or required to perform services on behalf of Tenant, including without limitation interference with Landlord, the Contractor or subcontractors during Tenant’s early occupancy of the Premises under Section 2.04, in each case that causes an extension to the date of LI Substantial Completion (under this Lease and/or the Parking Lease). and shall thereafter not be billed by Landlord shall provide Tenant with notice of such Tenant Delay not more than ten (10) days following the earlier of (i) the commencement thereof for master water or (ii) the date that Landlord first becomes aware of such Tenant Delaysewer costs.

Landlord’s Improvements. aLandlord agree to furnish at Landlord's sole cost and expense all of the material, labor and equipment for the construction on the Land of the improvements specified on the Plans and Outline Specifications (the "Plans and Specifications") which are attached hereto or described on and made a part hereof as Exhibit "B" ("Landlord's Improvements"). Landlord's Improvements shall be constructed in a good and workmanlike manner in accordance with the Plans and Specifications and Landlord agrees to complete the construction thereof in accordance with all applicable federal, state, local and governmental codes (including building codes), statutes, laws, rules and regulations as in effect and interpreted on the date that all of the applicable building permits for Landlord's Improvements have been received (the "Permit Date"). If there occurs any change in any such applicable codes (including building codes) statutes, laws, rules or regulations or the interpretation or enforcement thereof between the Permit Date and the Possession Date then (i) if such change is not caused by any change requested in Landlord's Improvements by Tenant and as a result of such change Landlord will be unable to obtain a certificate of occupancy for Landlord's Improvements, then Landlord shall undertake to comply with any such change at its own Landlord's sole cost and expense, (ii) if such change results from a change in Landlord's Improvements requested by Tenant and such change prevents the obtaining of a certificate of occupancy for Landlord's Improvements, then the costs associated with such change shall construct be borne by Tenant, and (iii) if such change does not result in any inability to obtain a cold dark shell building containing certain warehouse improvements on the Land. certificate of occupancy for Landlord's Improvements, then Landlord shall construct have no obligation to cause Landlord's Improvements to comply with any such change occurring after the shell building, including certain warehouse improvements, and site improvements Permit Date. Construction of Landlord's Improvements shall take place in accordance with the “Specifications for Landlord’s Improvements” construction schedule attached hereto as Exhibit “F” and incorporated herein by reference "C" (“Landlord’s Improvements”the "Construction Schedule"), subject to any changes or modifications required by Applicable Law existing at . The Construction Schedule is based upon the time following deliveries of provision. With the exception of changes and modifications required by Applicable Law, Landlord shall construct Landlord’s Improvements in compliance with the Specifications for Landlord’s Improvements unless Tenant approves in writing in advance any deviation therefrom. Landlord will assign to Tenant all warranties for any building component or system to be maintained equipment by Tenant that are assignable and pass through to Tenant Landlord on or before the benefit thereof to the extent not assignable. Landlord will enforce all warranties not assigned to Tenant. Landlord will pass throughfollowing dates: UPS System, for benefit of TenantMay 10, any subcontractor warranties provided on Landlord’s Improvements. b) Tenant shall make no changes or modifications to the Specifications for Landlord’s Improvements without the prior written consent of Landlord1996; Auto Transfer Switch, which consent shall not be unreasonably withheldMay 15, conditioned or delayed. Notwithstanding the foregoing1996; TVSS, Landlord may withhold consent if such change or modification would: (i) directly or indirectly delay LI Substantial CompletionJune 1, unless Tenant agrees that any such delay shall constitute a Tenant Delay1996; (ii) increase the cost of designing or constructing any of Landlord’s ImprovementsEmergency Generator, unless Tenant agrees to pay for such increased cost as if such increased cost were a Change Order Cost (as defined below); (iii) be of a quality lower than the quality of the Landlord’s Improvements set forth in the Specifications for Landlord’s Improvements; (iv) violate any Applicable Laws and/or (v) result in the Building being reclassified from its current classification as warehouse/industrial useJune 25, unless Tenant agrees to pay the reasonable costs of restoration at the end of the Lease Term. Notwithstanding anything to the contrary set forth in this Lease, in the event that Tenant shall request any changes or substitutions to the Specifications for Landlord’s Improvements and such changes, differences and/or substitutions result in increased costs in excess of the costs of those Landlord’s Improvements set forth on the Specifications for Landlord’s Improvements, then, to the extent of any remaining unused portion of the TI Allowance (as defined in Section 22.02), Landlord shall construct such approved changes at Landlord’s cost and expense and shall receive a credit towards the TI Allowance for such expense1996. To the extent that such costs exceed Tenant delays the TI Allowance, Tenant shall pay such excess costs to Landlord within ten (10) business days delivery of receipt any of an invoice from the Contractor to aforesaid items of equipment beyond the Landlord incorporating such changes. In the event that any Tenant requested changes result in a delaydate above specified, such delay shall be deemed a Tenant entitle Landlord to claim an "Excused Delay. If Tenant desires any change " (as hereinafter defined) equal to the Specifications for Landlord’s Improvements, such changes may only be requested by the delivery to Landlord by Tenant of a proposed written “Change Order” specifically setting forth in detail the requested change. Landlord shall have ten (10) business days from the receipt of the proposed Change Order to provide the following items: (A) a reasonable summary of any estimated increase or decrease (if any) in the cost of Landlord’s Improvements caused by such proposed change (“Change Order Cost”) and (B) a statement of the estimated number of days of any delay or acceleration (if any) to the LI Substantial Completion caused by such proposed change, including, without limitation, design and construction delays, as reasonably determined by Landlord, the architect and the Contractor (the “Change Order Delay”). If applicable, Tenant shall then have ten (10) business days to approve the Change Order Cost and the Change Order Delay in writing to Landlord. If Tenant fails to respond to Landlord within said 10-business day period, the Change Order Cost and the Change Order impact shall be deemed disapproved by Tenant and Landlord shall have no further obligation to perform any work set forth in the proposed Change Order unless and until Tenant provides an updated Change Order. If Tenant approves the Change Order Cost and Change Order Delay, (i) the parties shall be deemed to have accelerated or extended the date of LI Substantial Completion, Target Delivery Date, Termination Date, and the Commencement Date by the number of days which such delinquent delivery delays construction of Landlord's Improvements. Tenant shall pay to Landlord all increased costs or damages incurred by Landlord attributable to delays caused by Tenant (provided, however, Tenant shall not be liable for Landlord's increased costs or damages resulting from delays in delivery of the Change Order Delay, (ii) Landlord shall, promptly execute the Change Order and cause the appropriate changes to the Specifications for Landlord’s Improvements to be made and constructed at Landlord’s cost and expense and (iii) Landlord shall receive a credit towards the remaining TI Allowance for the Change Order Cost and Tenant, to the extent that such Change Order Cost exceeds the remaining TI Allowance, shall reimburse Landlord for the Change Order Cost within thirty (30) days following receipt aforesaid items of invoice from the Contractor and, if requested by Tenant, reasonable backup documentation. The Change Order Cost shall include all reasonable and customary costs solely associated with the Change Order, including, without limitation, architectural fees, engineering fees and construction costs, as reasonably determined by the Architect and the Contractor, respectively, a four percent (4%) management fee, general contractor’s fees, and any applicable permits and inspectionsequipment). c) As used herein, “Tenant Delay” means any delay, including without limitation a delay in the design, construction and/or completion of the Landlord’s Improvements (under either this Lease and/or the Parking Lease) resulting from any or all of the following: (a) Tenant’s failure to timely perform any of its obligations pursuant to this Lease, including without limitation Tenant’s failure to provide approvals, disapprovals and/or make payments within the time frames described herein; or if no time period is prescribed, then within five (5) business days after receipt of such request; (b) any requested modifications to any of the Specifications for Landlord’s Improvements that cause an extension to the LI Substantial Completion; (c) Tenant’s request for materials, finishes, or installations which are not readily available that cause an extension to the LI Substantial Completion; (d) Change Order Delays; (e) Tenant’s construction of the Tenant Improvements; or (f) any other delay, action or failure to act by Tenant, Tenant’s Representative, Tenant’s employees, agents, independent contractors, subcontractors, consultants and/or any other person performing or required to perform services on behalf of Tenant, including without limitation interference with Landlord, the Contractor or subcontractors during Tenant’s early occupancy of the Premises under Section 2.04, in each case that causes an extension to the date of LI Substantial Completion (under this Lease and/or the Parking Lease). Landlord shall provide Tenant with notice of such Tenant Delay not more than ten (10) days following the earlier of (i) the commencement thereof or (ii) the date that Landlord first becomes aware of such Tenant Delay.