LEASE between THE CONNELL COMPANY

---

Exhibit 10.1

LEASE

between

THE ▇▇▇▇▇▇▇ COMPANY

Landlord

and

Tenant

▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇

 

 

 

 

LEASE

THIS AGREEMENT OF LEASE (together with all Exhibits and Schedules attached or to be attached hereto, this "Lease") is dated as of February 18, 2016, between THE ▇▇▇▇▇▇▇ COMPANY, a New Jersey corporation, whose address is ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (subject to Section 10.04 hereof, "Landlord") and EDGE THERAPEUTICS, INC., a Delaware corporation whose address is ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ("Tenant").

Landlord hereby leases to Tenant and Tenant hereby rents from Landlord the Demised Premises (hereinafter defined) for the Term (hereinafter defined) at the rent and subject to all of the terms and conditions set forth herein.  Intending to be legally bound hereunder and in consideration of $1.00 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree with each other as follows:

 

Section 1.01.  Building and Land; Real Estate:

The "Building" is ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇.  The “Land” shall mean all that real property which is more particularly described in Exhibit A attached hereto and made a part hereof (such Exhibit A containing both a legal description of the Land and a site layout thereof).  The Building and the Land are sometimes referred to collectively herein as the "Real Estate."

Section 1.02.  Demised Premises:

The Demised Premises is the portion of the Building leased to Tenant, consisting of 16,661 usable square feet of floor area converted to 20,410 rentable square feet of floor area by multiplying the usable square feet by 122.5%, and located on the fourth floor and designated as "Demised Premises" on the “Rental Plan” (which is attached hereto as Exhibit B).  The Demised Premises includes any alterations, additions, improvements or repairs of any nature made thereto.  This computation of rentable square footage shall be binding and conclusive on the parties and their successors and assigns.

 

Section 1.03.  Base Rent:

"Base Rent" in the applicable period of the Term of this Lease shall be the applicable amount set forth below:

 

(i)

Months 1 through 3: $0.00 per month;

(ii)

Months 4 through 15: $47,623.33 per month ($28.00 per rentable square foot of the Demised Premises per annum);

(iii)

Months 16 through 27: $48,473.75 per month ($28.50 per rentable square foot of the Demised Premises per annum);

(iv)

Months 28 through 39: $49,324.17 per month ($29.00 per rentable square foot of the Demised Premises per annum);

(v)

Months 40 through 51: $50,174.58 per month ($29.50 per rentable square foot of the Demised Premises per annum); and

(vi)

Months 52 through 63: $51,025.00 per month ($30.00 per rentable square foot of the Demised Premises per annum);

In all cases Base Rent during any renewal term shall be governed by Section 4.01 hereof.  Base Rent shall be payable per Section 5.01 hereof (it being understood that payment for electricity per Section 8.02 hereof is an amount in addition to Base Rent).

The parties agree that Tenant shall have the option (the “Additional Work Allowance Option”), by providing written notice of its exercise of such option to Landlord no later than the Commencement Date, to have the Tenant Work Allowance increased by an amount equal to $7.00 per rentable square foot of the Demised Premises.  In the event that Tenant exercises the Additional Work Allowance Option, then the Base Rent during each of the first three (3) months of the Term shall equal $47,623.33 per month ($28.00 per rentable square foot of the Demised Premises per annum), and not $0.00 as stated in clause (i) of this Section 1.03.

Section 1.04.  Security Deposit:

On the date of the full execution and delivery of this Lease, Tenant shall deposit with Landlord an amount equal to $142,869.99 as a security deposit (the "Security Deposit").  The Security Deposit shall be governed by Section 5.05 hereof.

Section 1.05.  Term:

The "Term" of this Lease shall commence on the Commencement Date and shall continue for five (5) years and three (3) months thereafter, unless sooner terminated or renewed in accordance with the provisions of this Lease.

Section 1.06.  Tenant's Pro Rata Share:

For purposes of this Lease, Tenant's Pro Rata Share shall be the ratio of the total rentable square footage of the Demised Premises to the total rentable square footage of the Building.  Landlord and Tenant have determined that Tenant's Pro Rata Share is 8.359%, calculated as follows:  Demised Premises of 20,410 rentable sq. ft. divided by the rental Area of Building of 244,179 sq. ft. = 0.08359 x 100 = 8.359%. This determination of Tenant's Pro Rata Share shall be binding and conclusive on the parties, and their successors and assigns.

 

ARTICLE II.  DEFINITIONS.

Section 2.01.  As used herein, the terms below shall have the following meanings:

 

 

 

 

ARTICLE III.  PREPARATION OF THE DEMISED PREMISES.

Section 3.01.  Tenant Work:

 

Section 3.02.  Tenant's Early Access:

 

Section 3.03.  Insurance Covering Tenant Work:

Tenant shall not make or cause to be made any alterations, repairs or installations, or perform Tenant Work or any other work to or on the Demised Premises or otherwise in connection with this Lease unless Tenant shall obtain, and shall require all its contractors to obtain, and have in force during the performance of such work, public liability and worker's compensation insurance to cover every contractor to be employed as set forth in Section 3.01(b)(i) hereof.  Such policies shall be in such amounts and on such terms as Landlord deems appropriate; they shall be non‑cancellable without thirty (30) days' prior notice to Landlord by the insurance company.  In accordance with Section 3.01(b)(i) hereof, Tenant shall supply Landlord with copies of the insurance policies prior to commencing any Tenant Work and Landlord shall be named as an additional insured on any such policy.

 

Section 3.04.  No Representation:

Landlord has made and makes no representations, covenants or warranties with respect to the Demised Premises, the Building or the Land, except as expressly set forth in this Lease.

Landlord hereby represents and warrants to Tenant the following:

(a) To the best of Landlord’s knowledge, all electrical, plumbing, mechanical, HVAC and other systems in the Demised Premises or serving the Demised Premise are in good working order.

(b) To the best of Landlord’s knowledge, there is no asbestos, PCBs,  mold, lead paint, USTs or other hazardous materials in the Demised Premises.

(c) Landlord has received no written notices of any pending or threatened condemnation or eminent domain proceedings relating to all or any part of the Demised Premises.

(d) There are no actions, suits, litigation or proceedings currently pending, or the best of Landlord's knowledge, threatened related to all or any part of the Demised Premises or Landlord that would have a material adverse affect on Tenant’s use of the Demised Premises as provided herein or Landlord’s ability to satisfy its obligations under this Lease.

(e) Landlord is the fee owner of the Demised Premises, and there is no ground lease affecting the Demised Premises.

(f) There are no mortgages encumbering the Demised Premises.

ARTICLE IV.  OPTION TO RENEW; RIGHT OF FIRST OFFER.

Section 4.01.  Option to Renew.

 

(a)  Tenant shall have one (1) option to renew this Lease (a “Renewal Option”) for all (but not less than all) of the Demised Premises on the same terms and conditions of this Lease and in the manner provided below, for a term of five (5) years, provided that there has been no Event of Default (or event or condition which, with the passage of time or giving of notice, or both, would constitute an Event of Default) that has occurred and is continuing at the time of exercise of the option and that there have not been repeated recurring Events of Default (whether or not previously cured) during the Term.  In the event Tenant desires to elect the Renewal Option, Tenant shall give Landlord written notice of its exercise of the Renewal Option nine (9) months prior to the Expiration Date of the Term.  If Tenant fails to timely notify Landlord of its exercise of the Renewal Option, then the Renewal Option shall expire.

 

(b)  Base Rent during the renewal term shall equal the prevailing market rental rate for office space of comparable quality, design and location in the Berkeley Heights area (which shall include the Route 78 corridor) for tenants occupying an amount of space comparable to the amount then leased by Tenant, taking into consideration any concessions (e.g., rent abatement, tenant improvement and other allowances) then being offered by landlords to prospective tenants for comparable space (“Market Rent”), but in no case less than the then existing Base Rent.  The parties shall negotiate in good faith to establish the Market Rent.  If the parties are unable to agree on Market Rent within fifteen (15) days after Tenant gives Landlord its notice exercising the Renewal Option (the "Notice Date"), then the Appraisal Procedure (as defined in Section 2.01) shall be utilized.

Section 4.02.  Right of First Offer.

If during the period commencing on the Commencement Date through to the end of the base Term of this Lease, the space on the fourth floor of the Building designated as the “Additional Space” on Exhibit G attached hereto (such space being referred to as the “Additional Space”) becomes available for lease, then provided that there has been no Event of Default (or event or condition which, with the passage of time or giving of notice, or both, would constitute an Event of Default) that has occurred and is continuing at the time of exercise of the option and that there have not been repeated recurring Events of Default (whether or not previously cured) during the Term (and provided that neither Landlord nor any of its affiliates desire to lease or otherwise occupy such space, and no existing tenant or subtenant of such space is interested in such space), Landlord shall notify Tenant that the Additional Space is available for lease and that Tenant may elect to lease all (but not less than all) of the Additional Space.  Tenant shall have ten (10) business days from receipt of Landlord’s notice to exercise its option to lease the Additional Space, by written notice to Landlord.  The parties agree that the Base Rent for the Additional Space shall be an amount equal to the Market Rent (as defined in Section 4.01(b) hereof).  The lease of the Additional Space shall include, in addition to such Base Rent, such other terms and conditions (including, without limitation, the lease term) as shall be mutually reasonably acceptable to Landlord and Tenant.  Notwithstanding anything contained in this Section 4.02, (I) in the event Tenant declines to exercise its option described in this Section 4.02 (or if Tenant exercises such option but the parties are otherwise unable, after acting reasonably and in good faith, to mutually agree on the terms of the lease of such space within ten (10) business days after Tenant’s exercise of such option (such applicable date being referred to as the “Cut-Off Date”), then Tenant’s rights described in this Section 4.02 shall expire, and Landlord shall have no further obligations to Tenant under this Section 4.02 (except that if all or any portion of the Additional Space is not under lease by the date which is six (6) months after the Cut-Off Date (such portion of the Additional Space not then under lease being referred to as the “Subject Space”), then promptly following the date which is six (6) months after the Cut-Off Date Landlord shall, subject to all other conditions set forth in this Section 4.02 that were applicable to the Additional Space, again notify Tenant that the Subject Space is available for lease and that Tenant may elect to lease all (but not less than all) of the Subject Space, and all terms of this Section 4.02 that were applicable to the Additional Space shall then apply to the Subject Space; it being agreed that the exception to clause (I) described in this parenthetical shall only be applicable one (1) time and shall have no further force or effect if Tenant either declines to exercise its option described in this Section 4.02 with respect to the Subject Space (or if Tenant exercises such option but the parties are otherwise unable, after acting reasonably and in good faith, to mutually agree on the terms of the lease of such space within ten (10) business days after Tenant’s exercise of such option) , (II) Tenant shall not have any rights under this Section 4.02 so long as Tenant is subleasing (and/or having available for sublease) any portion of the Demised Premises and (III) Tenant’s rights under this Section 4.02 shall be subject and subordinate to any expansion rights, existing as of the date this Lease is fully executed, that any other tenants in ▇▇▇▇▇▇▇ Corporate Park may have with respect to such space.

 

ARTICLE V. RENT.

Section 5.01.  Base Rent:

Tenant shall pay Base Rent to Landlord, in the amount set forth in Section 1.03, without notice or demand, in monthly installments in advance beginning on the Commencement Date.  Each subsequent installment shall be due to and received by the Landlord on or before the first day of each month during the Term.  Base Rent for partial months shall be pro-rated.

Section 5.02.  Tax Increase Amount:

 

After the Real Estate Tax Base is established, the Real Estate Tax Base shall never decrease.

 

Section 5.03.  Building Operating Costs; Adjustments:

 

 

 

 

Section 5.04.  Payment of Rent:

 

Section 5.05.  Security Deposit:

(b)        The Security Deposit shall bear no interest; and if legally permissible, Landlord shall be entitled to commingle the Security Deposit with Landlord's other funds.

(c)        If Tenant shall fully and faithfully comply with all of the provisions of this Lease, the Security Deposit or any balance thereof shall be returned to Tenant within sixty (60) days after the Expiration Date or upon any later date after which Tenant has vacated the Demised Premises.  In the absence of evidence satisfactory to Landlord of any assignment of the right to receive the Security Deposit or the remaining balance thereof, Landlord may return the Security Deposit to the original Tenant regardless of one or more assignments of Tenant's interest in such Security Deposit.  In such event, upon the return of such Security Deposit or balance thereof to the original Tenant, Landlord shall be completely relieved of liability hereunder.

(d)         Tenant covenants and agrees that it shall not assign, pledge, hypothecate, mortgage or otherwise encumber the Security Deposit during the Term of the Lease.

(e)        The Security Deposit may be transferred to any purchaser of Landlord's interest in the Building or the Real Estate, provided as a condition of such transfer, the transferee assumes, in writing, the obligation to hold the same pursuant to this Section 5.05 and upon such transfer, Landlord shall be relieved of any obligation with respect thereto.

 

Section 6.01.  Directory:

Landlord shall provide a directory of tenants in the first floor lobby area of the Building.

Section 6.02.  Signs:

 

 

 ARTICLE VII.  REPAIRS, ALTERATIONS, COMPLIANCE, SURRENDER.

Section 7.01.  Repairs by Landlord:

Landlord shall make or cause to be made necessary repairs to the Common Area.  Landlord shall make or cause to be made necessary repairs to the roof of the Building and structural repairs to the foundation, exterior walls, windows, electrical, HVAC, plumbing and mechanical systems of the Building (other than the electrical, HVAC, plumbing, and mechanical systems serving solely the Demised Premises), and any load‑bearing interior walls of the Demised Premises; provided, however that Landlord’s obligations shall exclude anything caused by (a) any act, omission or negligence of Tenant, Tenant's Agents or invitees; (b) the failure of Tenant to perform or comply with any terms, conditions or covenants in this Lease; or (c) any alterations, installations, additions or improvements made or to be made by Tenant.  Damage set forth in clauses (a), (b) and (c) in this Section 7.01 will be repaired by Landlord at Tenant's expense, except that in the event of a fire or other casualty, Landlord shall make all repairs required by the occurrence of fire and other casualty in accordance with and as more particularly set forth in Article XII hereof.  In addition, to the extent costs incurred by Landlord for repairs made pursuant to this Section 7.01 are Building Operating Costs, then Tenant’s responsibility for any such costs and expenses shall be governed by Section 5.03 hereof.

Section 7.02.  Repairs, Maintenance and Improvements by Tenant:

 

Section 7.03.  Approval by Landlord of Improvements:

Except with respect to painting or carpeting, Tenant may not make, repairs, alterations, additions or improvements to the Demised Premises, or any part thereof, without the prior written consent of Landlord, if the reasonable cost of such improvements is estimated to exceed an amount equal to $0.50 per rentable square feet of the Demised Premises.  Any permitted alterations shall be performed in a good and ▇▇▇▇▇▇▇-like manner in accordance with all requirements of any applicable governmental authority, the terms and conditions of all required insurance policies and any other provisions relating to Tenant Work herein contained.  In no event shall Tenant make any alterations of the outside dimensions of the Building or the existing load-bearing walls and columns, exterior walls, roof, structural ceiling or foundations.  Landlord shall have the right to require Tenant to restore the Demised Premises to the conditions prior to any alterations made after the completion of the initial Tenant Work (subject to the immediately succeeding sentence).  If Landlord’s consent to an alteration, addition or improvement is required hereunder and Landlord consents to the same, then at the time Landlord provides such consent Landlord shall notify Tenant if such alteration, addition or improvement will need to be removed at the end of the Term (and the Demised Premises restored as provided above), it being agreed that if Landlord informs Tenant that such alteration, addition or improvement will need to be removed at the end of the Term, Landlord may thereafter later (as long as such notice is provided at least thirty (30) days prior to the end of the Term) instruct Tenant not to remove such alteration, addition or improvement.

Section 7.04.  Emergency Repairs:

If, in an emergency, it shall become necessary to make any repairs or replacements otherwise required to be made by Tenant, Landlord may enter the Demised Premises, and proceed to make or cause such repairs or replacements to be made at Tenant's expense.  Landlord shall give Tenant telephone notice of such emergency.  Within thirty (30) days after Landlord renders a ▇▇▇▇ for such repairs or replacements, Tenant shall reimburse Landlord for the cost of making such repairs.

Section 7.05.  Electrical Lines

 

Section 7.06.  Surrender of Premises.

On the Expiration Date, Tenant shall quit and surrender the Demised Premises together with all alterations, fixtures (except trade fixtures, it being understood that, if Tenant removes trade fixtures, Tenant shall exercise reasonable care in doing so, and the Demised Premises shall be restored to the condition it was in prior to the installation of the trade fixtures, reasonable wear and tear excepted), installations, additions and improvements which may have been made in, annexed or otherwise attached thereto, broom clean, and in good condition and repair, ordinary wear and tear excepted, and except for damage by fire or other casualty which Landlord is required to repair hereunder, unless Landlord provides otherwise in writing.  Notwithstanding anything contained in this Lease, unless otherwise requested by Landlord to Tenant in writing prior to the end of the Term, Tenant shall be required, on or before the end of the Term and at Tenant’s cost and expense, to remove all Atypical Alterations (as defined in below) made in connection with the initial Tenant Work for any of the Demised Premises and to restore such portion of the Demised Premises affected by such Atypical Alterations, and the removal thereof, to the condition prior to such initial Tenant Work and otherwise in the condition required under this Lease (it being agreed that Tenant shall not be required to remove, or pay for the removal of, any other portion of the initial Tenant Work).  Landlord agrees that provided that the Tenant Work reflects the Preliminary Plans (as defined in Section 3.01(a) hereof), then the initial Tenant Work does not involve any Atypical Alterations.  Any personal property of Tenant, or any subtenant or occupant, which shall remain in or on the Demised Premises after the termination of this Lease and the removal of such Tenant, subtenant or occupant from the Demised Premises, may, at the option of Landlord and without notice, be deemed to have been abandoned by such Tenant, subtenant or occupant, and may either be retained by Landlord as its property or be disposed of, without accountability, in such manner as Landlord may see fit.  Tenant shall reimburse Landlord for any cost or expense incurred by Landlord in carrying out the foregoing which obligation shall survive the Expiration Date.  Landlord shall not be responsible for any loss or damage occurring to any such property owned by Tenant or any subtenant or occupant.  An “Atypical Alteration” means, collectively, any alterations, additions or improvements to the Demised Premises which are not typical alterations, additions or improvements found in similar, Class A office buildings occupied by more than one tenant, including by way of illustration only and not of limitation, (i) any wet laboratories or (ii) anything which could materially adversely affect the ▇▇▇▇▇▇▇▇▇ underfloor duct system installed in the Building.

Section 8.01.  Landlord's Services:

 

Section 8.02.  Electricity:

 

Section 9.01.  Use:

Tenant shall use the Demised Premises for general offices, and for no other purpose (it being agreed that Tenant may install microwave ovens (for the heating of food), coffee pots and similar appliances in employee break areas within the Demised Premises).  Tenant shall comply with all applicable zoning regulations or requirements and all other laws, rules, regulations and ordinances of any governmental entity having jurisdiction over the Real Estate (including, without limitation, environmental laws and regulations), as well as all the requirements set forth in Article XXI.

 

Section 9.02.  Rules and Regulations Established by Landlord:

The rules and regulations of the Landlord in effect as of this date are set forth in Exhibit D annexed hereto.  Tenant shall observe all such rules and regulations, and all other rules and regulations established by Landlord from time to time for the Building and the Real Estate (collectively, the "Rules and Regulations").  Tenant shall be given at least five (5) days' notice of any changes therein.  In the event of any conflict between the terms of this Lease and the Rules and Regulations (or any other Exhibit attached hereto), this Lease shall control.

Section 9.03.  Restriction on Tenant's Activities

 

Section 9.04.  Illegal Purposes:

Tenant shall not use or permit the use of the Demised Premises for any illegal trade, manufacture, or other business, or for any other illegal purpose.

 

ARTICLE X.  TRANSFER OF INTEREST; PRIORITY OF LIEN.

Section 10.01.  Assignment, Subletting, etc.:

 

 

Section 10.02.  Subordination:

Section 10.03.  Attornment:

If the Demised Premises, the Building or the Land are encumbered by a Mortgage and such Mortgage is foreclosed, or if same are sold pursuant to such foreclosure or by reason of a default under said Mortgage, (a) Tenant shall not disaffirm this Lease or any of its obligations hereunder, and (b) at the request of the applicable Mortgagee or purchaser at such foreclosure or sale, Tenant shall attorn to such Mortgagee or purchaser.

 

Section 10.04.  Transfer of Landlord's Interest:

The term "Landlord" as used in this Lease means only the owner or the mortgagee in possession of the Demised Premises, the Building or the Real Estate for the time being.  In the event of any sale (including any sale-leaseback) of the Demised Premises, the Building or the Real Estate, Landlord shall be and hereby is entirely freed and relieved of all of its covenants, obligations and liability hereunder, provided the transferee assumes all of Landlord's obligations hereunder.  This subsection shall be applicable to each owner from time to time, and shall not be limited to the first owner of the Demised Premises, the Building or the Real Estate.

Section 10.05.  Mortgagee's Rights:

If Landlord shall notify Tenant that the Demised Premises, the Building or the Land are encumbered by a Mortgage and in such notice set forth the name and address of the Mortgagee thereof, then, notwithstanding anything to the contrary contained herein, no notice intended for Landlord shall be deemed properly given unless a copy thereof is simultaneously sent to such Mortgagee by certified or registered mail, return receipt requested.  If any Mortgagee shall perform any obligation that Landlord is required to perform hereunder, such performance by Mortgagee, insofar as Tenant is concerned, shall be deemed performance on behalf of Landlord and shall be accepted by Tenant as if performed by Landlord.

 

Section 11.01.  Use of Common Area:

During the Term, the following privileges to use certain portions of the Real Estate in common with Landlord and any designee of Landlord, subject to the terms of this Lease and Landlord's Rules and Regulations, are hereby granted to Tenant:

Section 11.02.  Landlord's Rights:

Notwithstanding anything to the contrary contained herein, Landlord shall have the right to do any of the following, provided the same does not materially interfere with Tenant’s use and enjoyment of the Demised Premises as provided in this Lease:

 

Section 11.03.  License Numbers:

In order to restrict the use by Tenant's employees of areas designated or which may be designated by Landlord as handicapped, reserved or restricted Parking Areas, Tenant agrees that it will, at any time requested by Landlord, furnish Landlord with the License numbers of any vehicle of Tenant and Tenant's employees or agents.

Section 11.04.  Landlord's Obligation with Respect to Parking Area

Throughout the Term, Landlord shall keep the Parking Area properly paved and in good order and repair, properly drained and shall provide painted stripes to designated parking spaces.  Landlord’s snow and ice removal from the Parking Area shall be done in a manner comparable to that being done by landlords of office space of comparable quality, design and location in the Berkeley Heights area (which shall include the Route 78 corridor from Berkeley Heights to Basking Ridge). Landlord may deposit accumulated snow on such portions of the Common Area as may be necessary under the circumstances.  If any ice cannot be removed with reasonable effort on the part of Landlord, it will be sufficient for Landlord to spread sand and other abrasive substances over the ice.

 

 ARTICLE XII.  DESTRUCTION OR DAMAGE.

Section 12.01.  Rent Abatement:

If the Demised Premises shall be partially damaged or destroyed by fire or other casualty not attributable to the fault, negligence or misuse of Tenant, its agents or employees, the Rent payable hereunder shall be abated to the extent that the Demised Premises shall have been rendered untenantable and for the period from the date Tenant shall have provided Landlord with written notice of such damage or destruction to the date the Demised Premises is rendered tenantable.  Should Tenant reoccupy a portion of the Demised Premises during the period any restoration work is taking place and prior to the date same is made completely tenantable, Rent allocable to such portion shall be payable by Tenant from the date of such partial occupancy.

Section 12.02.  Option to Terminate:

If the Building or the Demised Premises shall be damaged or destroyed by fire or other casualty (in the former case, whether or not the Demised Premises are damaged or destroyed) so as to require an expenditure in Landlord's reasonable opinion of more than 40% of the full insurable value (determined prior to the casualty) of the Building or Demised Premises as the case may be, then in either such case, Landlord may terminate this Lease by giving Tenant written notice within ninety (90) days after the date of the casualty, specifying the date of termination of this Lease.  In such event, Tenant shall forthwith quit, surrender and vacate the premises without prejudice, however, to Landlord's rights and remedies against Tenant as of the date of termination or as to those rights which survive such termination.  In the event of termina-tion, the Rent payable hereunder shall be abated from the date of damage or destruction.  Landlord agrees that Landlord will not discriminate against Tenant in its decision to terminate this Lease pursuant to this Section 12.02 vis-à-vis Landlord’s decision to terminate leases of other spaces in the Building of comparable size to the Demised Premises which are similarly affected by such fire or other casualty.

 

Section 12.03.  Landlord's Obligation to Rebuild:

If all or any portion of the Demised Premises or access thereto is damaged by fire or other casualty and if Landlord has not elected to terminate this Lease, Landlord shall, within a reasonable time after such occurrence, use reasonable efforts to repair or rebuild the Demised Premises, such portion or access thereto to substantially its condition immediately prior to the Commencement Date to the extent permitted by applicable laws.  Tenant may terminate this Lease by giving written notice to Landlord, if Landlord has not commenced the required repairs within one hundred twenty (120) days or has not restored and rebuilt the Demised Premises as herein provided within twelve (12) months from the date of such damage or destruction and such delay is due to Landlord's fault. Landlord shall not be obligated to expend in such repair or rebuilding any sums greater than the proceeds of any insurance policy carried by Landlord or for Landlord's benefit.

Section 12.04.  Landlord's Liability:

Landlord shall not be obligated to pay any damages, compensation or claim for inconvenience, loss of business or annoyance arising from any casualty, or repair or restoration of any portion of the Demised Premises or of the Building pursuant to this Article.

 

ARTICLE XIII.  CONDEMNATION.

Section 13.01.  Definitions:

As used herein, the following words have the following meanings:

Section 13.02.  Taking of Demised Premises:

 

Section 13.03.  Taking for Temporary Use:

If there is a Taking of the Demised Premises for temporary use, this Lease shall continue in full force and effect, and Tenant shall continue to comply with all the provisions thereof, except as such compliance shall be rendered impossible or impracticable by reason of such Taking.  Rent shall be abated during the course of such Taking to the extent and for the period of time that the Demised Premises shall have been rendered untenantable.

Section 13.04.  Disposition of Awards:

All Awards shall belong to Landlord without any participation by Tenant.  Tenant shall have the right to make an independent claim allowed by law against the applicable governmental authority for moving expenses, loss of personal property and the unamortized amount of any Tenant leasehold improvements paid for by Tenant; provided that such independent claim does not affect the Award to Landlord.

 

ARTICLE XIV.  TENANT'S INSURANCE.

Section 14.01.  General Insurance:

 

Section 14.02.  Liability Insurance:

Tenant shall provide on or before it enters the Demised Premises for any reason and shall keep in force during the Term for the benefit of Landlord and Tenant, liability insurance naming Landlord and any designee of Landlord as additional insureds.  The policy shall protect Landlord, Tenant and any designee of Landlord against any liability occasioned by any occurrence on or about the Demised Premises or any appurtenance thereto or arising from any of the items indicated in Section 15.01 against which Tenant is required to indemnify Landlord.  Such policy is to be at least $1,000,000 per occurrence, $1,000,000 personal and advertising injury and bodily injury and property damage and $3,000,000 in the general aggregate.  In addition, Tenant shall maintain and provide a $10,000,000 umbrella policy on commercially reasonable terms.

Section 14.03.  Property Insurance:

Tenant shall insure and keep its equipment, personal property and all leasehold improvements benefiting the Demised Premises or elsewhere on the Real Estate insured at replacement cost against damage by fire, water, terrorism and other casualties and risks covered by "All Risk" property insurance.  Landlord will not carry insurance of any kind on Tenant's equipment or personal property, and, except as provided by law or by reason of its sole negligence or its breach of any of its obligations hereunder, shall not be obligated to repair any damage thereto or replace the same.

 

Section 14.04.  Worker's Compensation Insurance:

Tenant shall maintain worker's compensation insurance insuring against and satisfying Tenant's obligations and liabilities under the applicable worker's compensation laws, including without limitation, employer’s liability insurance in the amounts of $1,000,000 each accident/$1,000,000 disease per person/$1,000,000 disease policy limit.

 

Section 14.05.  Other Insurance:

Tenant shall carry insurance against such other hazards and in such amounts as may be customarily carried by tenants of similar properties, as Landlord may reasonably require for its protection from time to time.

Section 14.06.  Waiver of Subrogation:

Landlord and Tenant each hereby releases the other, its officers, directors, employees and agents from liability or responsibility (to the other or anyone claiming through or under them by way of subrogation or otherwise) for any loss or damage to property covered by valid and collectible special form property insurance policy with standard extended coverage endorsement, even if such loss or damage shall have been caused by the fault or negligence of the other party, or anyone for, whom such party may be responsible to the extent of insurance proceeds.  Landlord and Tenant each agrees that any special form property insurance policies carried by each of them respectively and covering the Demised Premises or their contents will include such a clause or endorsement.

Section 14.07.  Insurance Rate:

If, as a result of (a) any act or omission by Tenant or violation of any terms of this Lease; (b) the use to which Tenant has put Demised Premises; or (c) Tenant's failure to comply with Landlord's insurance requirements, Landlord's insurance rates applicable to the Real Estate are raised, Tenant shall reimburse Landlord, on demand, for the increased cost of Landlord's insurance premiums, which comprise part of Rent.  For the purposes of this Section, any finding or schedule of the fire insurance rating organization having jurisdiction over the Real Estate shall be deemed to be conclusive.

 

Section 15.01.  Indemnification

 

Tenant shall defend any actions, suits and proceedings which may be brought against any Indemnified Party with respect to the foregoing or in which they may be impleaded.  Tenant shall pay, satisfy and discharge any judgments, orders and decrees which may be recovered against any Indemnified Party in connection with the foregoing.

 

Section 15.02.  Waiver and Release:

Section 15.03.  Liability of Landlord:

 

ARTICLE XVI.  DEFAULT; REMEDIES.

Section 16.01.  Default:

Each of the following shall constitute an Event of Default:

 

Section 16.02.  Landlord's Remedy:

At any time after the occurrence of an Event of Default, Landlord may give written notice to Tenant specifying such Event(s) of Default and stating that the Lease and Term shall terminate upon the giving of such written notice, at which time this Lease and the Term and all of the right, title and interest of Tenant hereunder shall wholly cease and expire, and Tenant shall quit and surrender the Demised Premises to Landlord.  Notwithstanding such termination, surrender, and the expiration of Tenant's right, title, and interest, Tenant's liability and responsibility under all of the provisions of this Lease shall continue.

 

Section 16.03.  Landlord's Re‑Entry

If this Lease shall be terminated as provided in Section 16.02, above, Landlord, or its agents or employees, may re‑enter the Demised Premises at any time and remove therefrom Tenant, Tenant's Agents, and any subtenants, licensees, concessionaires or invitees, together with any of its or their property, either by summary dispossession proceedings or by any suitable action or proceeding at law or otherwise.  In the event of such termination, Landlord may repossess and enjoy the Demised Premises.  Landlord shall be entitled to the benefits of all provisions of law respecting the speedy recovery of lands and tenements, or proceedings in forcible entry and detainer.  Tenant waives any rights to the service of any notice of Landlord's intention to re‑enter provided for by any present or future law.  Landlord shall not be liable in any way in connection with any action it takes pursuant to the foregoing.  Notwithstanding any such re‑entry, repossession, dispossession or removal, Tenant's liability and responsibility under all of the provisions of this Lease shall continue.

Section 16.04.  Landlord's Additional Remedies:

Section 16.05.  Agreed Final Damages:

If Landlord so elects, Tenant shall pay Landlord, on demand, as liquidated and agreed final damages, the following amount: (A) (i) the net present value of all Rent which would have been payable by Tenant from the date of such demand to the date when this Lease would have expired if it had not been terminated as aforesaid (such period of time being referred to as the “Remaining Default Term”), plus (ii) any amounts due and owing from Tenant to Landlord, as of the date of Landlord’s demand, which have not been paid, plus (iii) all expenses which Landlord may have incurred in re‑entering the Demised Premises, repossessing the same; making good any Event of Default; painting, altering or dividing the Demised Premises; combining or placing the same in proper repair; protecting and preserving the same by placing therein watchmen and caretakers; and re-letting the same, plus (iv) the commission amount Landlord would reasonably be expected to be charged by a broker to lease the Demised Premises to another Tenant for the Remaining Default Term minus (B) the net present value of the fair market rent (as defined below), determined as of the date of Landlord’s demand, for the Demised Premises during the period commencing one (1) year after the date of Landlord’s demand until the last day of the Remaining Default Term (such calculation being for a period which is one year less than the Remaining Default Term to reflect the possibility of the Demised Premises remaining unleased for a significant period of time).  The net present values described in clause (A)(i) and clause (B) above shall be computed using a discount rate equal to six percent (6%) per annum.  Upon payment of such liquidated and agreed final damages and all other amounts described in this Section 16.05, Tenant shall be under no further liability with respect to the period after the date of such demand.

 

For purposes of this Section 16.05, “fair market rent” shall have the same meaning as Market Rent (as defined in Section 4.01(b) hereof); provided however, that (1) fair market rent shall be determined by obtaining an appraisal from one Appraiser (as defined in Section 2.01 hereof) selected by Landlord (and not the Appraisal Procedure described in this Lease) and (2) the Appraiser shall be instructed to determine fair market rent based on the then current condition of the Demised Premises.

Section 16.06.  Waiver of Right of Redemption:

Tenant hereby expressly waives (to the extent legally permissible), for itself and all persons claiming by, through, or under it, any right of redemption or for the restoration of the operation of this Lease under any present or future law in case Tenant shall be dispossessed for any cause, or in case Landlord shall obtain possession of the Demised Premises as herein provided.

Section 16.07.  Landlord's Right to Perform for Account of Tenant:

If an Event of Default shall occur hereunder, Landlord may, at any time, cure said Event of Default for the account and at the expense of Tenant.  Tenant shall pay, on demand, to Landlord, with interest as required by Section 20.09 hereof, the amount so paid, expended, or incurred by Landlord and any expense of Landlord, including reasonable attorneys’ fees, incurred in connection with such Event of Default; and all of the same shall be deemed to be Additional Rent.

Section 16.08.  Additional Remedies, Waivers, etc.:

With respect to the rights and remedies of and waivers by Landlord:

 

Section 16.09.  Landlord Waivers regarding Distress for Rent:

Landlord hereby waives any right of distress for Rent.

 

At any time within thirty (30) days after written request by Landlord, Tenant shall certify to Landlord, any mortgagee, assignee of a mortgagee, any purchaser, or any other person, specified by Landlord, by written instrument, duly executed and acknowledged, (a) whether or not Tenant is in pos-session of the Demised Premises; (b) whether or not this Lease is unmodified and in full force and effect (or if there has been modification, that the same is in full force and effect as modified and setting forth such modification); (c) whether or not there are then existing set‑offs or defenses against the enforce-ment of any right or remedy of Landlord, or any duty or obliga-tion of Tenant (and if so, specifying the same); (d) the dates, if any, to which any Rent or other charges have been paid in advance; and (e) such other factual matters relating to this Lease as may be reasonably requested by Landlord, any mortgagee or any of their designees.

At any time within thirty (30) days after written request by Tenant, Landlord shall certify to Tenant, any mortgagee, assignee of a mortgagee, any purchaser, or any other person, specified by Tenant, by written instrument, duly executed and acknowledged, (a) whether or not Tenant is in default under this Lease to Landlord’s knowledge; (b) the dates, if any, to which any Rent or other charges have been paid in advance; and (c) such other factual matters relating to this Lease as may be reasonably requested by Tenant, any mortgagee or any of their designees.

Landlord, its employees, agents, representatives, may enter upon the Demised Premises, or any portion thereof (with people and materials, if required), with 1 business day’s prior notice to Tenant (except in the event of an emergency, in which case no notice shall be required) and at reasonable times, for the purpose of:  (a) inspecting same; (b) making such repairs, replacements or alterations which it may be required to perform as herein provided or which it may deem desirable for the Demised Premises; and (c) showing the Demised Premises to prospective purchasers or lessees (but only in the last 9 months of the Term as to lessees).

 

ARTICLE XIX.  COVENANT OF QUIET ENJOYMENT.

Landlord covenants that if Tenant pays the Rent and all other fees, charges and expenses provided for herein in a timely manner as and when due, duly performs all of its other obliga-tions provided for hereunder, and observes all of the other provisions hereof, Tenant shall, at all times during the Term, peaceably and quietly have, hold and enjoy the Demised Premises, without any interruption or disturbance from Landlord, subject to the terms hereof.

 

ARTICLE XX.  MISCELLANEOUS.

Section 20.01.  Interpretation.

 

 

Section 20.02.  Construction of Words and Phrases:

 

 

Section 20.03.  Written Agreement Required:

This Lease contains the entire agreement between the parties hereto concerning the subject matter hereof, and supercedes all other agreements, written or oral, with respect thereto.  No amendment, alteration, modification of or addition to the Lease will be valid or binding unless expressed in writing and signed by Landlord and Tenant.

Section 20.04.  Notice:

Every notice, request, consent, approval, waiver or other communication under this Lease shall be deemed to have been given if in writing and upon mailing by registered, overnight express/courier service or certified mail, return receipt requested, postage prepaid, addressed:

 

(i)

Landlord's Notice Address:

 

 

(ii)

Tenant's Notice Address:

 

Section 20.05.  Survival of Provisions upon Termination of Lease.

This Lease shall survive the expiration or termination of the Term to the extent necessary that any term, covenant or condition of this Lease requires the performance of obligations or the forbearance of an act by either party hereto after the expiration or termination of the Lease.  Such survival shall be to the extent reasonably necessary to fulfill the intent thereof, or if specified, to the extent of such specification, as same is reasonably necessary to perform the obligations and/or forbearance of an act set forth in such term, covenant or condition.

Section 20.06.  Successors and Assigns:

Subject to the provisions hereof, this Lease shall bind and inure to the benefit of the parties and their respective successors, representatives, heirs and permitted assigns.

Section 20.07.  Guarantor of Tenant:

Any restrictions on or requirements imposed upon Tenant hereunder shall be deemed to extend to any guarantor of Tenant, Tenant's subtenants, concessionaires and licensees and it shall be Tenant's obligation to cause the foregoing persons to comply with such restrictions or requirements.

Section 20.08.  Tenant at Sufferance:

If Tenant shall remain in possession of the Demised Premises after the end of the Term (including if the Demised Premises have not been surrendered in accordance with the terms of this Lease), such holding over shall cause the Tenant to be deemed a tenant-at-sufferance, subject to all of the provisions, conditions and obligations of this Lease, except that the Rent to be charged Tenant during such hold over period shall be (i) with respect to the first sixty (60) days of such hold over period, one and one half times the monthly Rent in effect for the last month of the Term or any renewal periods and (ii) with respect to any hold over period thereafter, two times the monthly Base Rent in effect for the last month of the Term or any renewal periods.  Any acceptance of hold over Rent by Landlord shall not be deemed a waiver of any rights or remedies available to Landlord arising out of Tenant's failure to have vacated the Demised Premises upon the end of the Term, or an acquiescence to Tenant's tenant-at-sufferance period.

 

Section 20.09.  Interest:

Any payment required to be made by Tenant under the provisions of this Lease (other than a payment for which a late charge has been paid) not made by Tenant when and as due shall be payable by Tenant to Landlord on demand with interest thereon at three (3%) percent over the rate designated by the Bank of New York, New York (or its successor) from time to time as the prime rate, but not to exceed the highest legal rate, computed from the date said sum became due to and including the date of payment thereof to Landlord.

Section 20.10.  Late Charge:

In order to cover the extra expense involved in handling delinquent payments, Tenant, at Landlord's option, shall pay a "late charge" of five (5%) percent of the amount due when any payment of Rent hereunder is received by Landlord more than fifteen (15) days after the due date thereof.  It is understood and agreed that this charge is for additional expense incurred by Landlord, shall not be considered interest, and shall be due in addition to the interest required under Section 20.09 hereof. No late charge shall be due for the first late payment in a calendar year.

Section 20.11.  Non‑Waiver:

The failure of Landlord to insist upon strict performance of any covenants or conditions of this Lease or Landlord's failure to exercise any option herein conferred in any one or more instances shall not be construed as a waiver or relinquishment of any such covenants, conditions or options, but the same shall be and remain in full force and effect.  If Landlord pursues any remedy granted by the terms of this Lease or pursuant to applicable law, it shall not be construed as a waiver or relinquishment of any other remedy afforded thereby.

Section 20.12.  Broker:

Tenant represents that there was no broker other than ▇▇▇▇▇ Lang LaSalle (the "Broker") responsible for bringing about or negotiating this Lease.  Tenant agrees to defend, indemnify, and hold Landlord harmless against any claims for brokerage commission or compensation with regard to the Demised Premises by any other broker claiming or alleging to have acted on behalf of or to have dealt with Tenant.  Landlord will pay any fees or commissions due the Broker pursuant to a separate written agreement between Landlord and Broker.

Section 20.13.  Short Form Lease:

Landlord and Tenant agree that neither party shall record the Lease.  Upon request of either party the other shall execute a document in recordable form, or a short form lease or memorandum of lease in proper form for recording, setting forth the Commencement Date and any provision hereof other than Sec-tions 5.01, 5.02, 5.03 and 5.05.  The requesting party shall pay all recording fees and costs in connection with any such short form or memorandum of lease.

 

Section 20.14.  Mechanics' Liens:

Tenant shall not do or cause anything to be done whereby the Demised Premises may be encumbered by a mechanic's lien.  If any mechanic's or materialman's lien is filed against the Demised Premises, the Building or the Land as a result of any Tenant Work or any additions, alterations, repairs, installations, improvements or any other work or act of Tenant, Tenant shall discharge or bond same within twenty days from the date of filing of the lien.  If Tenant shall fail to discharge or bond the lien, Landlord may bond or pay the lien or claim for the account of Tenant without inquiring into the validity of the lien or claim and Tenant shall reimburse Landlord upon demand.

Section 20.15.  Corporate Authority:

Section 20.16.  Force Majeure:

Except as otherwise provided herein, Landlord shall not be liable for any delays and other events beyond the reasonable control of a party (each, a "Force(s) Majeure") including, without limitation:  acts of God; strikes, lock‑outs or other labor difficulties; explosion, sabotage, accident, riot or civil commotion; act of war; fire or other casualty; requirements of governing authorities or inability to obtain necessary governmental permits and approvals.

Section 20.17.  Governing Law:

This Lease shall be governed by and construed pursuant to the laws of the State of New Jersey.

Section 20.18.  Financial Statements:

If requested by Landlord (which request shall not be made more than one (1) time per calendar year), Tenant shall deliver to Landlord Tenant’s most recent balance sheet and profit and loss statement certified to by a recognized firm of certified public accountants (it being agreed that the financial statements required to be delivered to Landlord hereunder shall not be more expansive than the financial statements that Tenant maintains).

Section 20.19.  Prevailing Party:

Notwithstanding anything in this Lease to the contrary, in the event that either party hereto shall bring legal action against the other party, the prevailing party shall be entitled to reimbursement from the other party for all reasonable attorneys' fees incurred in connection therewith.

 

ARTICLE XXI.  ENVIRONMENTAL MATTERS.

Section 21.01.  Industrial Site Recovery Act:

 

 

 

 

 

 

Section 21.02.  Spill Act:

 

 

Section 21.03.  Toxic and Hazardous Materials:

Without limiting any of its other obligations hereunder, Tenant agrees that it shall not store, use, generate, manufacture, produce, release, discharge or dispose of any toxic or Hazardous Materials in, on, or about the Demised Premises or the Real Estate (and Tenant shall notify Landlord in writing immediately upon any violation of this sentence).  Tenant will be solely responsible for and will defend, indemnify and hold Indemnified Parties (as defined in Section 15.01(a) of this Lease) from and against all claims, judgments, actions, costs, penalties, damages and liabilities, including attorneys' fees and costs, arising out of or in connection with Tenant's (and Tenant’s Agents, invitees or visitors) storage, use and disposal of toxic material or Hazardous Materials.  Tenant will be solely responsible for and will defend, indemnify and hold Indemnified Parties harmless from and against any and all claims, costs and liabilities, including attorneys' fees and costs, arising out of or in connection with the removal, clean‑up and restoration work and materials necessary to return the Demised Premises and any other property of whatever nature located on the Real Estate to the condition existing prior to such storage, use, generation, manufacture, production, release, discharge or disposal of toxic materials or Hazardous Materials.

For purposes of this Lease, the term "Hazardous Materials" includes but is not limited to: (a) those substances included within the definitions of "hazardous substances," "hazardous materials," "toxic substances," "hazardous wastes,” "solid waste" or similar terms in any Environmental Law; (b) petroleum products and petroleum byproducts; (c) polychlorinated biphenyls; and (d) chlorinated solvents.  The term "Environmental Law" includes any federal, state, municipal or local law, statute, ordinance, regulation, order, rule or requirement (in each case as may be amended from time to time) pertaining to health, industrial hygiene, environmental conditions (including, without limitation, air, ground, water pollution and protection and/or preservation of the environment), or hazardous materials or substances.

 

Section 21.04.  Other Environmental Laws:

Without limiting any of its other obligations hereunder, Tenant agrees that it shall, at its sole cost and expense, promptly comply and keep continually in full compliance with all federal, state and local laws, ordinances, rules, regulations and requirements relating to air, ground and water pollution and protection and/or preservation of the environment.

Section 21.05.  Survival of Environmental Terms and Conditions.

Tenant agrees that each and every provision of this Article XXI shall survive the termination of this Lease.  The parties hereto expressly acknowledge and agree that Landlord would not enter into this Lease but for the provisions of this Article XXI and the aforesaid survival thereof.

Notwithstanding anything in this Article XXI to the contrary, in no event shall Tenant be liable for violations of Environmental Laws or discharges of Hazardous Materials to the extent pre-dating the earlier of the Commencement Date or the date Tenant commences the Tenant Work.

[The remainder of this page is intentionally left blank.]

 

IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be executed as of the day and year first above written.

 

WITNESS OR ATTEST:			THE ▇▇▇▇▇▇▇ COMPANY
By:			By:
Name:			Name:
Title:			Title:
WITNESS OR ATTEST:			EDGE THERAPEUTICS, INC.
By:			By:
Name:			Name:
Title:			Title:

 

STATE OF	)
	)	SS.:
COUNTY OF	)

 

On this     day of                , 2016, before me personally appeared                                to me known, who, being by me duly sworn, did depose and say that (s)he is the                                of Edge Therapeutics, Inc., the corporation described in and which executed the foregoing Lease; that (s)he knows the seal of said corporation, that the seal affixed to said instrument is such corporate seal, that it was so affixed by authorization of the board of directors of said corporation, and that (s)he signed his name thereto by like authorization.

 

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

	Notary Public

 

(Notarial Seal)

STATE OF NEW JERSEY	)
	)	SS.:
COUNTY OF UNION	)

 

On this     day of                , 2016, before me personally appeared                                to me known, who, being by me duly sworn, did depose and say that (s)he is the                                      of The ▇▇▇▇▇▇▇ Company, the corporation described in and which executed the foregoing Lease; that (s)he knows the seal of said corporation, that the seal affixed to said instrument is such corporate seal, that it was so affixed by authorization of the board of directors of said corporation, and that (s)he signed his name thereto by like authorization.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

 

	Notary Public

 

(Notarial Seal)

 

EXHIBIT A

LEGAL DESCRIPTION OF LAND

LEGAL DESCRIPTION

▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

UNION COUNTY, NEW JERSEY

A parcel of land described herein, being known and designated as ▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ Heights, Union County, New Jersey (and formerly being known and designated as ▇▇▇▇ ▇ & ▇.▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇ & ▇, ▇▇▇▇▇ 4103, and Old Colonial Road, Township of Berkeley Heights, Union County, New Jersey, as shown on a certain map entitled, "Minor Subdivision Plan, Minor Subdivision for Block 4101 ▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇ - ▇▇▇▇ ▇ & ▇, ▇▇▇▇▇ 4103 - Lots 1 & 2 and Block 4301 - ▇▇▇ ▇.▇▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇," prepared by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, dated March 29, 2007 and revised to June 25, 2007) and being more particularly described as follows:

Beginning at a point in the easterly sideline of Plainfield Avenue (50 ft. wide right-of-way) distant 885.28 feet the various courses along said sideline from the northerly sideline of Valley Road, said point being the beginning point of a description of land described as Tract II, in a deed recorded in the Union County Clerk's Office in Deed Book 4260, Page 6 and running; thence,

Along said easterly sideline of Plainfield Avenue, the following eleven (11) courses;

1.	North 70 degrees 34 minutes 47 seconds West, 76.51 feet to a point of non-tangent curvature; thence,

2.	Along a curve to the right having a radius of 611.79 feet, a central angle of 10 degrees 32 minutes 59 seconds and an arc length of 112.65 feet to a point of tangency; thence,

3.	North 60 degrees 01 minutes 47 seconds West, 94.58 feet; thence,

4.	North 58 degrees 58 minutes 16 seconds West, 168.11 feet to a point of curvature; thence,

5.	Along a curve to the right having a radius of 622.00 feet, a central angle of 20 degrees 32 minutes 28 seconds and an arc length of 222.99 feet to a point of tangency; thence,

6.	North 38 degrees 25 minutes 48 seconds West, 592.47 feet to a point of curvature; thence,

7.	Along a curve to the right having a radius of 1005.09 feet, a central angle of 06 degrees 28 minutes 36 seconds and an arc length of 113.61 feet to a point of tangency; thence,

8.	North 31 degrees 57 minutes 12 seconds West, 137.31 feet to a point of curvature; thence,

9.	Along a curve to the left having a radius of 373.00 feet, a central angle of 47 degrees 00 minutes 06 seconds and an arc length of 305.98 feet to a point of tangency; thence,

10.	North 78 degrees 57 minutes 18 seconds West, 18.43 feet; thence,

 

11.	North 79 degrees 08 minutes 40 seconds West, 7.56 feet to a point of intersection with the southerly sideline of Interstate ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇; thence,

Along said southerly sideline, the following five (5) courses;

12.	North 88 degrees 10 minutes 39 seconds East, 15.23 feet; thence,

13.	North 62 degrees 14 minutes 02 seconds East, 274.69 feet; thence,

14.	North 66 degrees 41 minutes 45 seconds East, 606.26 feet; thence,

15.	North 64 degrees 53 minutes 46 seconds East, 665.08 feet; thence,

16.	North 56 degrees 06 minutes 40 seconds East, 63.13 feet to the northwest corner of ▇▇▇ ▇.▇▇▇, ▇▇▇▇▇ ▇▇▇▇ as shown on the aforementioned map; thence,

Along the southwesterly line of said Lot 1.012, the following four (4) courses;

17.	South 30 degrees 37 minutes 11 seconds East, 813.47 feet to a point of curvature; thence,

18.	Along a curve to the left having a radius of 40.00 feet, a central angle of 82 degrees 38 minutes 32 seconds, an arc length of 57.70 feet and a chord bearing and distance of South 71 degrees 56 minutes 27 seconds East, 52.82 feet to a point of tangency; thence,

19.	North 66 degrees 44 minutes 17 seconds East, 79.10 feet to a point of curvature; thence,

20.

Along a curve to the left having a radius of 388.00 feet, a central angle of 19 degrees 37 minutes 13 seconds, an arc length of 132.87 feet and a chord bearing and distance of North 56 degrees 55 minutes 40 seconds East, 132.22 feet to a point of non-tangency at an intersection with the southwesterly line of ▇▇▇ ▇.▇▇▇, ▇▇▇▇▇ ▇▇▇▇; thence,

21.	Along said line, South 42 degrees 47 minutes 56 seconds East, 252.35 feet to a point in the municipal boundary line dividing the Township of Berkeley Heights, Union County and the Borough of Watchung, Somerset County; thence,

Along said municipal boundary line, being the approximate centerline of Green Brook, the following twenty-three (23) courses;

22.	North 79 degrees 30 minutes 47 seconds West, 9.38 feet; thence,

23.	North 40 degrees 03 minutes 25 seconds West, 12.12 feet; thence,

24.	North 84 degrees 27 minutes 53 seconds West, 96.00 feet; thence,

25.	South 80 degrees 42 minutes 06 seconds West, 25.14 feet; thence,

26.	South 55 degrees 25 minutes 02 seconds West, 40.43 feet; thence,

27.	South 56 degrees 58 minutes 39 seconds West, 119.85 feet; thence,

28.	South 56 degrees 34 minutes 30 seconds West, 41.59 feet; thence,

29.	South 42 degrees 12 minutes 02 seconds West, 61.20 feet; thence,

30.	South 39 degrees 24 minutes 33 seconds West, 161.37 feet; thence,

 

31.	South 17 degrees 49 minutes 34 seconds West, 20.59 feet; thence,

32.	South 18 degrees 05 minutes 48 seconds East, 16.55 feet; thence,

33.	South 33 degrees 44 minutes 50 seconds East, 98.31 feet; thence,

34.	South 04 degrees 08 minutes 49 seconds West, 107.56 feet; thence,

35.	South 03 degrees 17 minutes 01 seconds West, 58.00 feet; thence,

36.	South 27 degrees 40 minutes 25 seconds West, 69.89 feet; thence,

37.	South 52 degrees 30 minutes 14 seconds West, 61.29 feet; thence,

38.	South 45 degrees 14 minutes 25 seconds West, 174.07 feet; thence,

39.	South 39 degrees 07 minutes 16 seconds West, 22.20 feet; thence,

40.	South 37 degrees 43 minutes 26 seconds West, 31.40 feet; thence,

41.	South 59 degrees 58 minutes 42 seconds West, 44.15 feet; thence,

42.	South 49 degrees 38 minutes 04 seconds West, 250.29 feet; thence,

43.	South 49 degrees 12 minutes 28 seconds West, 74.06 feet; thence,

44.	South 19 degrees 25 minutes 13 seconds West, 46.21 feet to the point or place of beginning.

Containing 2,077,363 square feet more or less / 47.6897 acres of land more or less as described herein.

Subject to all existing easements, rights-of-way and reservations of record.

 

LEGAL DESCRIPTION

▇▇▇ ▇, ▇▇▇▇▇ ▇▇.▇▇

▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇

▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, NEW JERSEY

A parcel of land described herein, known and designated as ▇▇▇ ▇, ▇▇▇▇▇ ▇▇.▇▇, ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, New Jersey, and being more particularly described as follows:

Beginning at the of intersection of the northeasterly sideline of Plainfield Avenue (50 ft. wide right-of way) with the dividing line between the County of Union and the County of Somerset, said line being the centerline of Green Brook, distant 885.28 feet the various courses along said sideline from the northwesterly sideline of Valley Road (variable width right-of-way) and running; thence,

Along said municipal boundary line the following thirty (30) courses;

1.	North 19 degrees 25 minutes 13 seconds East, 46.21 feet; thence,

 

2.	North 49 degrees 12 minutes 28 seconds East, 74.06 feet; thence,

 

3.	North 49 degrees 38 minutes 04 seconds East, 250.29 feet; thence,

 

4.	North 59 degrees 58 minutes 42 seconds East, 44.15 feet; thence,

 

5.	North 37 degrees 43 minutes 26 seconds East, 31.40 feet; thence,

 

6.	North 39 degrees 07 minutes 16 seconds East, 22.20 feet; thence,

 

7.	North 45 degrees 14 minutes 25 seconds East, 174.07 feet; thence,

 

8.	North 52 degrees 30 minutes 14 seconds East, 61.29 feet; thence,

 

9.	North 27 degrees 40 minutes 25 seconds East, 69.89 feet; thence,

 

10.	North 03 degrees 17 minutes 01 seconds East, 58.00 feet; thence,

 

11.	North 04 degrees 08 minutes 49 seconds East, 107.56 feet; thence,

 

12.	North 33 degrees 44 minutes 50 seconds West, 98.31 feet; thence,

 

13.	North 18 degrees 05 minutes 48 seconds West, 16.55 feet; thence,

 

14.	North 17 degrees 49 minutes 34 seconds East, 20.59 feet; thence,

 

15.	North 39 degrees 24 minutes 33 seconds East, 161.37 feet; thence,

 

16.	North 42 degrees 12 minutes 02 seconds East, 61.20 feet; thence,

 

17.	North 56 degrees 34 minutes 30 seconds East, 41.59 feet; thence,

 

18.	North 56 degrees 58 minutes 39 seconds East, 119.85 feet; thence,

 

19.	North 55 degrees 25 minutes 02 seconds East, 40.43 feet; thence,

 

20.	North 80 degrees 42 minutes 06 seconds East, 25.14 feet; thence,

 

21.	South 84 degrees 27 minutes 53 seconds East, 96.00 feet; thence,

 

22.	South 40 degrees 03 minutes 25 seconds East, 12.12 feet; thence,

 

23.	South 79 degrees 30 minutes 47 seconds East, 26.06 feet; thence,

 

24.	North 72 degrees 22 minutes 46 seconds East, 50.52 feet; thence,

 

25.	North 19 degrees 01 minutes 04 seconds East, 105.58 feet; thence,

 

26.	North 34 degrees 06 minutes 36 seconds East, 31.59 feet; thence,

 

27.	South 57 degrees 22 minutes 56 seconds East, 26.21 feet; thence,

 

28.	South 75 degrees 21 minutes 33 seconds East, 37.21 feet; thence,

 

29.	North 86 degrees 44 minutes 04 seconds East, 81.21 feet; thence,

 

30.	North 68 degrees 14 minutes 31 seconds East, 40.37 feet to the intersection of the same with the southwesterly sideline of ▇▇▇ ▇, ▇▇▇▇▇ 75.01 as shown; thence,

31.	Along said southwesterly line, South 42 degrees 47 minutes 56 seconds East, 119.63 feet to the northeasterly corner of ▇▇▇ ▇, ▇▇▇▇▇ 75.01; thence,

Along the northwesterly and southwesterly lines of said Lot 2, the following two (2) courses;

32.	South 42 degrees 40 minutes 41 seconds West, 208.72 feet; thence,

33.	South 42 degrees 47 minutes 56 seconds East, 206.38 feet to a point of non-tangent curvature in the northwesterly sideline of Valley Road; thence,

Along said sideline, the following six (6) courses;

34.	Along a non-tangent curve to the left having a radius of 2894.93 feet, a central angle of 00 degrees 46 minutes 11 seconds, an arc length of 38.89 feet and a chord bearing and distance of South 42 degrees 24 minutes 09 seconds West, 38.89 feet to a point of tangency; thence,

35.	South 42 degrees 01 minutes 04 seconds West, 173.77 feet; thence,

36.	South 54 degrees 26 minutes 37 seconds West, 60.42 feet; thence,

37.	South 42 degrees 01 minutes 04 seconds West, 50.00 feet to a point of curvature; thence,

 

38.	Along a curve to the left having a radius of 4043.00 feet, a central angle of 03 degrees 08 minutes 00 seconds and an arc length of 221.10 feet to a point of tangency; thence,

39.	South 38 degrees 53 minutes 04 seconds West, 253.53 feet to a point of non-tangent curvature intersecting the northeasterly sideline of Plainfield Avenue; thence,

Along said sideline, the following seven (7) courses;

40.	Along a non-tangent curve to the right having a radius of 40.00 feet, a central angle of 71 degrees 14 minutes 50 seconds, an arc length of 49.74 feet and a chord bearing and distance of South 74 degrees 30 minutes 41 seconds West, 46.60 feet to a point of reverse curvature; thence,

41.	Along a curve to the left having a radius of 330.00 feet, a central angle of 67 degrees 02 minutes 54 seconds and an arc length of 386.17 feet to a point of tangency; thence,

42.	South 43 degrees 05 minutes 13 seconds West, 100.61 feet to a point of curvature; thence,

43.	Along a non-tangent curve to the right having a radius of 270.00 feet, a central angle of 66 degrees 20 minutes 01 seconds, an arc length of 312.59 feet and a chord bearing and distance of South 76 degrees 15 minutes 12 seconds West, 295.42 feet to a point of non-tangency; thence,

44.	North 70 degrees 34 minutes 47 seconds West, 25.00 feet; thence,

45.	South 19 degrees 25 minutes 13 seconds West, 5.00 feet; thence,

46.	North 70 degrees 34 minutes 47 seconds West, 11.15 feet to the point or place of beginning.

Containing 607,086 square feet more or less / 13.94 acres of land more or less as described herein.

 

Being the same land described as Tract IV in Deed Book 4260, Page 06, recorded in the Somerset County Clerk's Office.

Subject to all existing easements, rights-of-way and reservations of record.

 

LEGAL DESCRIPTION OF ▇▇▇ ▇ ▇▇▇▇▇ ▇▇.▇▇,

▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇

▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇

Beginning at the intersection of the southeasterly sideline of Plainfield Avenue (variable width right‑of‑way), and the northerly sideline of an existing 50‑foot wide right‑of‑way originally known as Plainfield Avenue as shown on a certain map entitled "Map of Property, Block 4101 ‑ ▇▇▇▇ ▇ & ▇, ▇▇▇▇▇ ▇▇▇▇ ‑ ▇▇▇▇ ▇ & ▇, ▇▇▇▇▇ 4103 ‑ ▇▇▇▇ ▇ & ▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, and Block 75.01 ‑ ▇▇▇ ▇, ▇▇▇▇▇ ▇▇.▇▇ ‑ ▇▇▇ ▇ ▇▇▇ ▇▇▇▇▇ 70.08 ‑ ▇▇▇▇ ▇.▇▇ & ▇, ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.," dated September 15, 1989, revised to October 3, 1996, prepared by ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Consulting and Municipal Engineers, and running; thence,

1.

Along said southeasterly sideline in a northeasterly direction and along a curve to the left having a radius of 330.00 feet, a central angle of 12 degrees 56 minutes 04 seconds, an arc length of 74.50 feet and a chord bearing north 49 degrees 33 minutes 15 seconds east, a chord distance of 74.34 feet to a monument at a point of tangency; thence,

2.	Along the same, north 43 degrees 05 minutes 13 seconds east, 100.61 feet to a monument at a point of curvature; thence,

3.	Along the same and along a curve to the right having a radius of 270.00 feet, a central angle of 34 degrees 12 minutes 51 seconds and an arc length of 161.23 feet to a point of compound curvature; thence,

4.	Along the same and along a compound curve to the right having a radius of 68.00 feet, a central angle of 155 degrees 59 minutes 58 seconds and an arc length of 185.14 feet to a point of compound curvature in a northwesterly sideline of Valley Road (variable width right‑of‑way); thence,

5.	Along said northwesterly sideline and said compound curve to the right having a radius of 730.00 feet, a central angle of 06 degrees 39 minutes 46 seconds and an arc length of 84.89 feet to a point of tangency; thence,

6.	Along the same, south 59 degrees 57 minutes 27 seconds west, 71.95 feet to a point; thence,

7.	Leaving said northwesterly sideline and along said northeasterly sideline of the existing 50‑foot wide right‑of‑way originally known as Plainfield Avenue, north 89 degrees 06 minutes 33 seconds west, 185.62 feet to the point and place of beginning.

Containing 0.90 acres of land as described herein.

Subject to all easements of record.

 

LEGAL DESCRIPTION

OF ▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇,

▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇

AND

▇▇▇ ▇ ▇▇▇▇▇ ▇▇.▇▇

▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇

▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇

 

Beginning at a point in the southerly sideline of Plainfield Avenue (variable width right-of-way), where the same is intersected by a lot line common to said Lot 2 and ▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇ as shown on a certain map entitled "Map of Property, Block 4101 -- ▇▇▇▇ ▇ & ▇, ▇▇▇▇▇ ▇▇▇▇ - ▇▇▇▇ ▇ & ▇, ▇▇▇▇▇ 4103 -- ▇▇▇▇ ▇ & ▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, and Block 75.01 - ▇▇▇ ▇, ▇▇▇▇▇ ▇▇.▇▇ - ▇▇▇ ▇ ▇▇▇ ▇▇▇▇▇ 70.08 - Lots 1.01 & 4, Borough of Watchung, Somerset County, N.J.", dated September 15, 1989, revised to October 3, 1996, prepared by ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Consulting and Municipal Engineers, and running; thence,

1.	Along said common ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇ degrees 22 minutes 25 seconds west, 153.63 feet to a point; thence,

2.	Along the same, south 59 degrees 39 minutes 47 seconds west, 162.10 feet to a point in the centerline of the Green Brook, said centerline being the dividing line between the Borough of Watchung and the Township of Berkeley Heights; thence,

3.	Continuing along said common lot line, south 59 degrees 39 minutes 47 seconds west, 168.56 feet to a point; thence,

4.	Along an easterly line of a Public Service Electric and Gas right-of-way, north 00 degrees 57 minutes 07 seconds east, 275.72 feet to a point in said centerline of the Green Brook; thence,

5.	Continuing along said easterly right-of-way line, north 00 degrees 57 minutes 07 seconds east, 101.77 feet to a point; thence,

6.	Leaving said easterly right-of-way line, north 88 degrees 10 minutes 39 seconds east, 94.44 feet to a point on a curve in said southerly sideline of Plainfield Avenue; thence,

7.

Along said southerly sideline in an easterly direction, and along a curve to the left having a radius of 575.00 feet, a central angle of 15 degrees 06 minutes 48 seconds, an arc length of 151.67 feet and a chord bearing south 72 degrees 15 minutes 32 seconds east, a chord distance of 151.23 feet to a point of tangency; thence,

8.	Along the same, south 79 degrees 48 minutes 56 seconds east, 26.41 feet to a point of curvature; thence,

9.	Along the same and along a curve to the right having a radius of 365.00 feet, a central angle of 14 degrees 27 minutes 55 seconds, an arc length of 92.15 feet and a chord bearing south 72 degrees 34 minutes 57 seconds east, a chord distance of 91.91 feet to the point and place of beginning.

Containing a total area of 1.979 acres of which 1.534 acres are contained within said Lot 2 and 0.445 acres are contained within said Lot 4.

Subject to all easements of record.

 

EXHIBIT B

RENTAL PLAN

(SHOWING DEMISED PREMISES)

 

EXHIBIT C-1

PLANS AND SPECIFICATIONS

 

EXHIBIT C-2

▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇

TENANT WORKLETTER

 

The ▇▇▇▇▇▇▇ Company (subject to Section 10.04 of the Lease, "Landlord") and Tenant are simultaneously executing a lease of the space mentioned therein (the "Demised Premises").  To induce Tenant to enter into the Lease (which is hereby incorporated by reference to the extent that the provisions of this agreement apply thereto) and in consideration of the covenants hereinafter contained, Landlord and Tenant mutually agree as follows:

1.	[Intentionally omitted.]

2.

Subject to the remaining provisions of this paragraph 2, Landlord shall provide Tenant an allowance equal to $612,300.00 (which is $30.00 per rentable square foot of the Demised Premises) (the “Tenant Work Allowance”; it being understood that the Tenant Work Allowance may be increased as provided in the last sentence of Section 1.03 of the Lease) against the total cost of Tenant Work requested by Tenant in the Building.  Tenant shall present to Landlord for payment the invoices paid (or to be paid) by Tenant with respect to Tenant Work, up to the maximum Tenant Work Allowance set forth above; provided, however, that Tenant shall not submit invoices to Landlord for any of the above on a frequency of more than one (1) time per month.  Notwithstanding anything contained in this paragraph 2, (i) Tenant must provide Landlord with invoice(s) for the Tenant Work Allowance at least thirty (30) days prior to the requested date of payment, and (ii) in no event shall Tenant be permitted to invoice Landlord for any portion of the Tenant Work Allowance after June 30, 2018.  The parties agree that for federal income tax purposes, with respect to all portions of the Tenant Work for which the Tenant Work Allowance was utilized, Landlord holds the depreciable interest therein and Landlord (and not Tenant) shall be entitled to take depreciation deductions in respect of the same.

3.

Tenant shall cause to be prepared:  (i) all interior architectural design and engineering drawings, layouts and material specifications and schedules for the Demised Premises,; (ii) an estimate of the total cost of Tenant Work; (iii) all working, finished, detailed architectural and engineering construction drawings (including “as-built” drawings) and specifications for the Tenant Work and any revisions thereto (and for purposes of clarification, to the extent not encompassed by any of the foregoing, the Plans and Specifications), all to be in compliance with all applicable building codes and all other applicable laws and regulations.  Except for “as-built” drawings, a copy of the foregoing shall be submitted to Landlord (prior to submission for application for construction permits) for general review and consent (which consent will not be unreasonably withheld), and Tenant shall not commence the Tenant Work until it shall have received Landlord’s consent and all required construction permits.  All Tenant Work will be completed in accordance with these approved drawings and specifications, but in all cases such work will be completed in accordance with all applicable building codes and all other applicable laws and regulations, all other terms set forth in this Lease (including, without limitation, those set forth in this Exhibit C-2), and all building design rules and construction rules reasonably required by Landlord.  The Tenant Work shall in no event interfere with building systems or with any other tenant’s use and quiet enjoyment of such tenant’s leased space in the Building.  Notwithstanding any failure by Landlord to object to any such Tenant Work (or drawings or specifications relating thereto, including without limitation the Plans and Specifications), Landlord shall have no responsibility therefor (and any approval of or consent to the same by Landlord shall not relieve Tenant from its obligation to construct the Tenant Work in compliance with the terms of this Lease). Tenant agrees to save and hold Landlord harmless as provided in the Lease for said Tenant Work.  At the request of Landlord, Tenant shall (i) furnish, in writing, Landlord with both the estimate and actual cost of the Tenant Work and the various components thereof, and (ii) instruct the various contractors to furnish, in writing, such information to Landlord. Tenant shall, at its own expense (but which cost can be included within the Tenant Work Allowance), provide Landlord with (a) one electronic set of drawings on a CD (preferably in AutoCAD) of 50% and/or 75% progress drawings, if issued, (b) three signed and sealed sets of drawings, one unsealed set of drawings and one electronic set of drawings on a CD (preferably in AutoCAD) when such drawings are issued for construction permits, (c) one unsealed set of drawings and one electronic set of drawings on a CD (preferably in AutoCAD) when such drawings are issued for each of (i) bid,  (ii) construction and (iii) any revision or addition, and (d) one signed set and one electronic set of drawings on a CD (preferably in AutoCAD) when such drawings are as-built drawings.

 

4.

(a)

Subject to subparagraph (b) below and the other provisions hereof, Tenant shall have the right to perform its Tenant Work, provided that the Tenant uses a first-class general contractor.  Said contractor must coordinate all final connections to any Building systems with Landlord and must use the Building maintenance subcontractors for the final connections to the Building management system, fire alarm system and security system.

(b)

Tenant will obtain all permits and arrange for all inspections required for occupancy, in connection with all Tenant Work.  The cost of all such permits and inspections shall be included in determining the cost of Tenant Work.

5.	The Building shall be made available by Landlord, as is, for Tenant Work with the following improvements as part of the base building construction contract.  The cost of any changes required by Tenant in said improvements shall be a portion of the cost of Tenant Work.

a.

Electric Load/Wattage:

(i)

The Building is designed for a capacity of 2.5 ▇▇▇▇▇ per square foot for lights and 4 ▇▇▇▇▇ per square foot for business machines.

(ii)

Tenant will be responsible for construction and obtaining all necessary approval for all special wiring and power distribution for Tenant's equipment including but not limited to computer equipment and separate air conditioning related thereto.

b.

Floor Decking:

▇▇▇▇▇▇▇▇▇ Under-Floor Duct Systems for electrical and telephone/computers with presets at one per 6.25 square feet is provided in all Tenant areas.

 

c.

Window Coverings:

The Building is supplied with installed thin line blinds on all exterior windows.  Tenant shall not remove these blinds.

d.

Sprinklers:

Sprinkler heads are provided in all Tenant areas in accordance with Code.

e.

Heating, Ventilating and Air Conditioning:

The Building design provides sufficient capacity to maintain the following conditions in all occupied areas occupied for typical office occupancy:  Indoor summer temperature of 75 degrees F.D.B., at an outside temperature of 94 degrees F.D.B.; Indoor winter temperatures of 72 degrees F.D.B. at outside temperature of 10 degrees F.D.B.  Any special or supplemental exhaust or air conditioning required due to Tenant's equipment or abnormally high occupant density will be installed only at Tenant's expense and subject to the prior written approval of the Landlord.

6.	The Tenant's interior design shall provide for at least the following Landlord minimum standards for Tenant Work:

a.

Partitions:

(i)

Interior partitions - Such partitions shall be 3 5/8 inch metal studs @ 24 inches o.c. with 1/2 inch gypsum wall board on each side, ceiling height.

(ii)

Demising partitions - Such partitions shall be 3 5/8 inch metal studs @ 16 inches o.c. with sound-deadening insulation and 1/2 inch gypsum wallboard.

b.

Doors:

All doors are to be set in 16 ga hollow metal frames.

(i)

Tenant interior doors to be solid core, flush, birch stain grade.

(ii)

Suite entry door(s) to be solid core, wood flush, stain grade veneer and/or glass entrance doors.  The number of doors will be in accordance with Code.

c.

Door Hardware:

All hardware shall be Schlage or equal.  Locksets shall be keyed with the Building master system.

d.

Flooring:

Carpeting shall be an 18" x 18" module over the trench headers in areas not requiring tile, due to the Building's ▇▇▇▇▇▇▇▇▇ Under-Floor Duct System.  Carpet in balance of space may be at Tenant’s option.

 

e.

Painting:

(i)

Walls - two coats of paint.

(ii)

Doors and Frames - two coats of paint.

7.	Tenant shall also comply with each of the following:

 

EXHIBIT D

▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇

Rules and Regulations

 

New Year's Day

Presidents' Day

Memorial Day

Fourth of July

Labor Day

Thanksgiving Day

Day after Thanksgiving

Christmas Day

Landlord reserves the right to modify the list of Building Holidays.

Landlord shall not furnish janitorial and other services on Building Holidays.  At Tenant's request, Landlord shall provide such services on Building Holidays at Tenant's sole expense.

 

 

 

 

EXHIBIT E

BUILDING JANITORIAL SPECIFICATIONS

 

Daily:

(Monday through Friday, HOLIDAYS excepted)

1.

Remove all trash to designated area.

2.

Spot clean glass areas to remove soil and smudges.

3.

Clean drinking fountains.

4.

Dust mop or vacuum uncarpeted areas using a large treated dust mop.

5.

Remove fingermarks and smudges from doors and wall surfaces.

6.

Vacuum all carpeted areas using beater bar or brush vacuum cleaner.  All carpeted areas policed and all surface debris removed.

7.

Dust exposed areas within hand reach with treated cloths.

8.

Damp mop floor and wash counters in kitchenettes.

9.

Replace trash bags in garbage cans.

Weekly:

1.

Spot clean walls, carpeting, partitions, fixtures, and doors.

Monthly:

1.

Wipe wastepaper baskets to remove evident soil.

Quarterly:

1.

Dust all areas above hand-high reach with treated cloths, excluding ceilings and light fixtures.

2.

Vacuum all air supply and exhaust diffusers.

Every Six Months:

1.

Dust all blinds.

2.

Wash all exterior windows, inside and outside.

 

Overall:

Tenants requiring services in excess of or more frequently than those described above or services on Holidays, weekends, or before or after the building's Business Hours shall request same through Landlord.  All such services shall be provided at Tenant's expense.

 

Lavatories

Sweep and wash all lavatory floors with disinfectant nightly.

Clean mirrors, shelves, brightwork, and plumbing work nightly.

Wash and disinfect basins, bowls and urinals daily.

Empty and clean waste receptacles and fill wash dispensers with appropriate tissues, towels and soap nightly.  Sanitary napkin receptacles emptied, cleaned and disinfected.

Wash and disinfect tile walls and dividing partitions weekly.

Janitorial Closets and Storage Areas

Clean and store Mops.

Clean sinks and drains free of mop strings an other debris.

Turn off lights and close and lock doors.

Clean equipment.

 

Main Lobby, Atrium Areas, Elevators, and Corridors

Wipe and wash all floors in main lobby nightly.

Wipe walls and vacuum elevator floor nightly.

Sweep and/or vacuum all hallway corridors stairwells, landings and handrails daily.

Remove fingermarks and smudges from doors, glass, and wall surfaces nightly.

Shampoo carpeting in public lobbies and corridors monthly and spot clean nightly to remove stains.

Clean compactor room nightly.

Wash walls in corridors and lobbies not reached in general cleaning annually.

 

EXHIBIT F

 

COMMENCEMENT DATE ADDENDUM

 

Reference is made to the Lease dated as of February 18, 2016 (the “Lease”) between The ▇▇▇▇▇▇▇ Company (“Landlord”) and Edge Therapeutics, Inc. (“Tenant”).  Pursuant to Section 2.01(i) of the Lease, Landlord and Tenant are entering into this addendum to the Lease to confirm the date of the Commencement Date under the Lease.

Landlord and Tenant hereby confirm that the Commencement Date of the Lease is __________________.

The parties agree that this addendum is intended solely to confirm the Commencement Date, and this addendum shall not in any way affect or modify any of the terms of the Lease.

	THE ▇▇▇▇▇▇▇ COMPANY
	By:
	Name:
	Title:
	Date:
	EDGE THERAPEUTICS, INC.
	By:
	Name:
	Title:
	Date:

 

EXHIBIT G

ADDITIONAL SPACE

 

 

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