Exhibit 10.32


 


 


 


 


 





 



 


 


LEASE
AGREEMENT


 


BETWEEN


 


LSREF4
TURTLE, LLC


 


AS
LANDLORD


 


-AND-


 


CELULARITY
INC.


 


AS
TENANT


 


		PREMISES:	170
Park Avenue



Florham
Park, NJ


 


		DATED:	March
13, 2019



 


 





 



 


 


 


 






     


     


    

 


INDEX


 


	ARTICLE	 	CAPTION	 	PAGE
	 	 	 	 	 
	PREAMBLE	 		 	1
	 	 	 	 	 
	Article 1	 	DEMISED PREMISES; RENT	 	5
	 	 	 	 	 
	Article 2	 	USE; ACCESS TO DEMISED PREMISES	 	7
	 	 	 	 	 
	Article 3	 	PREPARATION OF DEMISED PREMISES	 	8
	 	 	 	 	 
	Article 4	 	WHEN DEMISED PREMISES ARE READY FOR OCCUPANCY	 	12
	 	 	 	 	 
	Article 5	 	TRIPLE NET LEASE; REAL ESTATE TAXES	 	12
	 	 	 	 	 
	Article 6	 	SUBORDINATION TO MORTGAGES	 	16
	 	 	 	 	 
	Article 7	 	QUIET ENJOYMENT	 	17
	 	 	 	 	 
	Article 8	 	ASSIGNMENT; MORTGAGING; SUBLETTING	 	17
	 	 	 	 	 
	Article 9	 	COMPLIANCE WITH LAWS AND REQUIREMENTS OF PUBLIC AUTHORITIES	 	20
	 	 	 	 	 
	Article 10	 	INSURANCE	 	21
	 	 	 	 	 
	Article 11	 	BUILDING RULES AND REGULATIONS	 	24
	 	 	 	 	 
	Article 12	 	TENANT’S CHANGES	 	25
	 	 	 	 	 
	Article 13	 	TENANT’S PROPERTY	 	26
	 	 	 	 	 
	Article 14	 	REPAIRS AND MAINTENANCE	 	27
	 	 	 	 	 
	Article 15	 	UTILITIES AND OTHER SERVICES	 	30
	 	 	 	 	 
	Article 16	 	INTENTIONALLY OMITTED	 	31
	 	 	 	 	
	Article 17	 	LANDLORD’S OTHER SERVICES	 	31
	 	 	 	 	 
	Article 18	 	ACCESS	 	32
	 	 	 	 	 
	Article 19	 	NOTICE OF ACCIDENTS	 	32
	 	 	 	 	 
	Article 20	 	NON-LIABILITY; INDEMNIFICATION	 	33
	 	 	 	 	 
	Article 21	 	DESTRUCTION OR DAMAGE	 	34
	 	 	 	 	 
	Article 22	 	EMINENT DOMAIN	 	36
	 	 	 	 	 
	Article 23	 	SURRENDER	 	38
	 	 	 	 	 
	Article 24	 	INSOLVENCY OF TENANT	 	38
	 	 	 	 	 
	Article 25	 	EVENTS OF DEFAULT	 	38
	 	 	 	 	 
	Article 26	 	REMEDIES OF LANDLORD	 	39
	 	 	 	 	 
	Article 27	 	DAMAGES	 	41
	 	 	 	 	 
	Article 28	 	WAIVERS	 	42



 






    -i-


     


    

 





INDEX


(continued)

  





	ARTICLE	 	CAPTION	 	PAGE
	 	 	 	 	 
	Article 29	 	NO OTHER WAIVERS OR MODIFICATIONS	 	43
	 	 	 	 	 
	Article 30	 	CURING TENANT’S DEFAULTS	 	43
	 	 	 	 	 
	Article 31	 	BROKER	 	44
	 	 	 	 	 
	Article 32	 	NOTICES	 	44
	 	 	 	 	 
	Article 33	 	ESTOPPEL CERTIFICATE	 	46
	 	 	 	 	 
	Article 34	 	ARBITRATION	 	46
	 	 	 	 	 
	Article 35	 	NO OTHER REPRESENTATIONS; CONSTRUCTION; GOVERNING LAW	 	47
	 	 	 	 	 
	Article 36	 	SECURITY	 	48
	 	 	 	 	 
	Article 37	 	PARTIES BOUND	 	51
	 	 	 	 	 
	Article 38	 	CONSENTS	 	51
	 	 	 	 	 
	Article 39	 	FINANCIAL STATEMENTS; TENANT COOPERATION	 	52
	 	 	 	 	 
	Article 40	 	ENVIRONMENTAL COMPLIANCE	 	52
	 	 	 	 	 
	Article 41	 	HOLDING OVER	 	55
	 	 	 	 	 
	Article 42	 	CERTAIN DEFINITIONS AND CONSTRUCTIONS	 	55
	 	 	 	 	 
	Article 43	 	Intentionally Omitted	 	57
	 	 	 	 	 
	Article 44	 	INTENTIONALLY OMITTED	 	57
	 	 	 	 	 
	Article 45	 	NO OPTION	 	57
	 	 	 	 	 
	Article 46	 	MISCELLANEOUS	 	57
	 	 	 	 	 
	Article 47	 	USA PATRIOT ACT	 	60
	 	 	 	 	 
	Article 48	 	GOVERNMENT REQUIREMENTS	 	60
	 	 	 	 	 
	Article 49	 	EXECUTION	 	60
	 	 	 	 	 
	Article 50	 	OPTION TO RENEW	 	61
	 	 	 	 	 
	Article 51	 	RIGHT OF FIRST OFFER TO PURCHASE	 	62
	 	 	 	 	 
	Article 52	 	PRESS RELEASES; CONFIDENTIAL INFORMATION	 	63


 






    -ii-


     


    

 




EXHIBIT
A - Description of Land


EXHIBIT
B - Demised Premises


EXHIBIT
C - Landlord’s Work


EXHIBIT
C- 1 - Façade and Landscaping Plans


EXHIBIT
C-2 – Tenant’s Estimated Construction Scope


EXHIBIT
D - Intentionally Omitted


EXHIBIT
E - Building Work Rules


EXHIBIT
F - Form of Letter of Credit


EXHIBIT
G - Form of Subordination Non-Disturbance Agreement


EXHIBIT
H - Form of Commencement Date Agreement


 






    -iii-


     


    

 





LEASE
AGREEMENT (hereinafter “this Lease”), dated as of March 13, 2019, between LSREF4 TURTLE, LLC, a Delaware
limited liability company, having its principal office located at 2711 N Haskell Avenue, Suite 1700, Dallas, Texas 75204 (“Landlord”),
and CELULARITY INC, a Delaware corporation, having its principal office located at 33 Technology Drive, Suite 2B, Warren, New
Jersey 07059 (“Tenant”).


 


PREAMBLE


 


BASIC
LEASE PROVISIONS AND DEFINITIONS


 


In
addition to other terms elsewhere defined in this Lease, the following terms whenever used in this Lease shall have the meanings
set forth in this Preamble, unless such meanings are expressly modified, limited or expanded elsewhere herein.


 


		1.	ADDITIONAL
                                         RENT shall mean all sums in addition to Fixed Rent payable by Tenant to Landlord
                                         pursuant to the provisions of this Lease.



 


		2.	BROKER
                                         shall mean Transwestern Commercial Services New York, LLC and Colliers International
                                         NJ LLC.



 


		3.	BUILDING
                                         shall mean that certain three (3) story building located at 170 Park Avenue,
                                         Florham Park, New Jersey



 


		4.	BUILDING
                                         DAYS shall mean Monday through Friday, excluding Building Holidays.



 


		5.	BUILDING
                                         HOLIDAYS shall mean New Year’s Day, President’s Day, Memorial Day,
                                         Independence Day, Labor Day, Thanksgiving Day and Christmas Day, and any other Federal
                                         or State legal holiday.



 


		6.	INTENTIONALLY
                                         OMITTED.



 


		7.	BUILDING
                                         STANDARD OFFICE ELECTRICAL SERVICE shall mean the electric supplied to the Demised
                                         Premises as set forth in Article 15.



 


		8.	BUILDING
                                         SQUARE FOOTAGE shall mean the square footage of the Building, which is approximately
                                         one hundred forty-seven thousand two hundred fifteen (147,215) rentable square feet of
                                         space, and the parties agree that the Building shall not be remeasured unless there is
                                         an addition to the Building or a reduction in the size of the Building.



 


		9.	COMMENCEMENT
                                         DATE shall mean the Effective Date.



 


		10.	INTENTIONALLY
                                         OMITTED.



 


		11.	DEMISED
                                         PREMISES shall mean the Building and the Land.



 




     


     


    

 


		12.	ENCUMBRANCE
                                         shall mean any claim, lien, pledge, option, charge, easement, security interest,
                                         deed of trust, mortgage, lease, sublease, attachment, conditional sales agreement, encumbrance,
                                         preemptive right, right of first refusal, right of first offer, restriction or other
                                         right of third parties, whether voluntarily incurred or arising by operation of Law,
                                         and includes any agreement to give any of the foregoing.



 


		13.	EXHIBITS
                                         shall consist of the following, attached to this Lease and incorporated herein
                                         and made a part hereof.



 


EXHIBIT
A - Description of Land


EXHIBIT
B - Demised Premises


EXHIBIT
C - Landlord’s Work


EXHIBIT
C-1 – Façade and Landscaping Plans


EXHIBIT
C-2 – Tenant’s Estimated Construction Scope


EXHIBIT
D - Intentionally Omitted


EXHIBIT
E - Building Work Rules


EXHIBIT
F - Form of Letter of Credit


EXHIBIT
G - Form of Subordination Non-Disturbance Agreement EXHIBIT H - Form of Commencement Date Agreement


 


		14.	EXPIRATION
                                         DATE shall mean the sixteen (16) year and one (1) month anniversary of the Rent
                                         Commencement Date, or such earlier date upon which said Term may expire or be canceled
                                         or terminated pursuant to any of the provisions of this Lease or pursuant to law.



 






    2


     


    

 


		15.	FIXED
RENT shall mean, subject to the Concession (as defined in Section 1.08 below), FIFTY-TWO MILLION ONE HUNDRED THIRTY-FIVE
THOUSAND FIVE HUNDRED SEVENTY-EIGHT AND 85/100 ($52,135,578.85) DOLLARS in the aggregate for the Term, as follows:



 


	Period	 	Rent Per Square Foot	 	 	Annual Fixed Rent	 	 	Monthly Fixed Rent	 
	Year 1	 	$	18.25	 	 	$	2,686,673.75	*	 	$	223,889.48	 
	Year 2	 	$	18.75	 	 	$	2,760,281.25	*	 	$	230,023.44	 
	Year 3	 	$	19.25	 	 	$	2,833,888.75	 	 	$	236,157.40	 
	Year 4	 	$	19.75	 	 	$	2,907,496.25	 	 	$	242,291.35	 
	Year 5	 	$	20.25	 	 	$	2,981,103.75	 	 	$	248,425.31	 
	Year 6	 	$	20.75	 	 	$	3,054,711.25	 	 	$	254,559.27	 
	Year 7	 	$	21.25	 	 	$	3,128,318.75	 	 	$	260,693.23	 
	Year 8	 	$	21.75	 	 	$	3,201,926.25	 	 	$	266,827.19	 
	Year 9	 	$	22.25	 	 	$	3,275,533.75	 	 	$	272,961.15	 
	Year 10	 	$	22.75	 	 	$	3,349,141.25	 	 	$	279,095.10	 
	Year 11	 	$	23.25	 	 	$	3,422,748.75	 	 	$	285,229.06	 
	Year 12	 	$	23.75	 	 	$	3,496,356.25	 	 	$	291,363.02	 
	Year 13	 	$	24.25	 	 	$	3,569,963.75	 	 	$	297,496.98	 
	Year 14	 	$	24.75	 	 	$	3,643,571.25	 	 	$	303,630.94	 
	Year 15	 	$	25.25	 	 	$	3,717,178.75	 	 	$	309,764.90	 
	Year 16 (plus 1 month)	 	$	25.75	 	 	$	4,106,685.10	 	 	$	315,898.85	 



 


		*	subject to Concession







 


		16.	LAND
                                         shall mean the land upon which the Building is located, as more particularly
                                         set forth on Exhibit A.



 


		17.	LANDLORD’S
                                         ALLOWANCE shall mean the allowance set forth in Section 3.01(e).



 


		18.	LANDLORD’S
                                         WORK shall mean such work to be completed by Landlord as set forth in Exhibit
                                         C.



 


		19.	LETTER
                                         OF CREDIT shall be defined as set forth in Article 36.



 


		20.	LETTER
                                         OF CREDIT AMOUNT shall mean the sum of FOURTEEN MILLION SEVEN HUNDRED TWENTY-ONE
                                         THOUSAND FIVE HUNDRED AND 00/100 ($14,721,500.00) DOLLARS, subject to Article 36.



 


		21.	NOTICES
                                         shall be defined as set forth in Article 32.



 


		22.	PARKING
                                         FACILITIES shall mean all of the surface parking lots servicing the Building
                                         and located on the Land, which Landlord represents and warrants contain 597 parking spaces
                                         as of the Commencement Date.



 


		23.	PERMITTED
                                         ENCUMBRANCES shall mean any and all Encumbrances (i) affecting any portion of
                                         the Demised Premises as of the Commencement Date, (ii) current taxes and assessments
                                         not yet due and payable or being contested in good faith by appropriate proceedings,
                                         (iii) arising or created by municipal and zoning ordinances and (iv) arising after the
                                         Commencement Date that, individually or in the aggregate, do not materially detract from
                                         the value, or impair in any material manner the use, of the Property, provided that Landlord
                                         shall have first provided Tenant with written notice thereof.



 




    3


     


    

 


		24.	PERMITTED
USE shall mean general executive and administrative offices, laboratories for non-hazardous research, experimentation
or testing and light, non-nuisance manufacturing as a “biorefinery” for the purpose of utilizing non-hazardous biomaterials
to create a suite of transplantable, implantable therapeutic medical products and all related, ancillary uses and for no other
purpose. Under no circumstances may the Demised Premises be used for any Prohibited Uses enumerated in Section 2.02.



 


		25.	PRIME
                                         RATE shall mean the prime rate, from time to time, as published in The Wall Street
                                         Journal.



 


		26.	PROPERTY
                                         shall mean the Land, Building, and all improvements located thereon, commonly
                                         known as 170 Park Avenue, Florham Park, New Jersey.



 


		27.	REAL
                                         ESTATE TAXES shall be as defined in Section 5.03.



 


		28.	RENEWAL
                                         OPTION shall mean two (2) separate, consecutive five (5) year periods, as more
                                         particularly set forth in Article 50.



 


		29.	RENT
                                         shall be as defined in Section 1.05(b)



 


		30.	RENT
                                         COMMENCEMENT DATE shall mean, subject to the Concession, the earlier of (i) the
                                         substantial completion of the Tenant’s Work pursuant to Section 3.01, and (ii)
                                         March 1, 2020, provided that such date shall be extended on a day-for-day basis that
                                         Tenant is delayed in the substantial completion of the Tenant’s Work by Force Majeure
                                         or any material delays caused by the actions or omissions of Landlord or its agents,
                                         contractors, representatives and employees other than those actions or omissions expressly
                                         permitted hereunder.



 


		31.	SECURITY
                                         DEPOSIT shall mean the Letter of Credit to be provided by Tenant pursuant to
                                         the terms and conditions of Article 36.



 


		32.	TENANT
                                         DELAY shall be as defined in Section 4.02.



 


		33.	TENANT’S
                                         PROPORTIONATE SHARE is 100.00%, which is agreed to be the quotient obtained by
                                         dividing the square footage of the Demised Premises by the Building Square Footage, as
                                         both may be adjusted from time to time.



 


		34.	TENANT’S
                                         WORK shall be as defined in Section 3.01(b).



 


		35.	TERM
                                         shall commence on the Commencement Date and expire on the Expiration Date, unless
                                         extended pursuant to any Renewal Option contained herein or sooner terminated pursuant
                                         to the terms and conditions of this Lease.



 


		36.	UTILITY
                                         CHARGES shall be as defined in Section 15.01.



 




    4


     


    

 


WITNESSETH:


 


Article
1



DEMISED PREMISES; RENT


 


1.01 Landlord,
in consideration of the covenants and agreements to be performed by Tenant, and upon the terms and conditions contained in this
Lease, does hereby lease, demise, let and deliver to Tenant, and Tenant, in consideration of the covenants and agreements to be
performed by Landlord and upon the terms and conditions contained in this Lease, does hereby lease from Landlord, the Demised
Premises, to have and to hold for the Term. Tenant acknowledges receipt and delivery of complete and exclusive possession of the
Demised Premises as of the Commencement Date, and subject to any Permitted Encumbrances. Tenant acknowledges and confirms that
it has examined and otherwise has knowledge of the condition of the Demised Premises prior to the execution and delivery of this
Lease and has found the same to be satisfactory for its purposes hereunder, except as expressly provided herein. Regardless, however,
of any knowledge, examination or inspection made by Tenant and whether or not any patent or latent defect or condition was revealed
or discovered thereby, Tenant is leasing the Demised Premises “as is,” “where is” and “with all
faults” in its present condition, subject to the completion of the Landlord’s Work pursuant to Exhibit C annexed hereto.
Landlord represents, to its knowledge, without inquiry or investigation, that there are no known latent defects at or within the
Demised Premises that would materially impede or interfere with Tenant’s intended use thereof and/or any contemplated improvements
thereon pursuant to this Lease. Tenant hereby irrevocably, unconditionally and absolutely waives and relinquishes any claim or
action against Landlord whatsoever in respect of the condition of the Demised Premises as of the Commencement Date, including
any patent or latent defects or adverse conditions not discovered or discoverable or otherwise known or unknown by Tenant as of
the Commencement Date, except as expressly set forth herein. Promptly after the Rent Commencement Date, Landlord and Tenant, upon
the request of either, shall execute a certificate in the form attached hereto as Exhibit H setting forth the Commencement Date,
the Rent Commencement Date and the Expiration Date.


 


EXCEPT
AS EXPRESSLY SET FORTH HEREIN, LANDLORD MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN FACT OR IN LAW, IN RESPECT
OF THE DEMISED PREMISES OR ANY PART THEREOF, EITHER AS TO ITS FITNESS FOR USE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE
OR OTHERWISE, OR AS TO THE NATURE OR QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, OR THE EXISTENCE OF ANY HAZARDOUS MATERIALS,
IT BEING AGREED THAT ALL SUCH RISKS, KNOWN AND UNKNOWN, LATENT OR PATENT, ARE TO BE BORNE SOLELY BY TENANT, INCLUDING ALL RESPONSIBILITY
AND LIABILITY FOR ANY ENVIRONMENTAL CONDITION OF THE DEMISED PREMISES, ENVIRONMENTAL REMEDIATION AND COMPLIANCE WITH ALL ENVIRONMENTAL
LAWS.


 




    5


     


    

 


1.02 Landlord
and Tenant covenant and agree that: (i) each will treat this Lease in accordance with U.S. generally accepted accounting principles,
consistently applied, and as a true lease and/or operating lease for state law reporting purposes and for federal income tax purposes;
and (ii) each party will not, nor will it permit any Affiliate to, at any time, take any action or fail to take any action with
respect to the preparation or filing of any statement or disclosure to any governmental authority, including without limitation,
any income tax return (including an amended income tax return), to the extent that such action or such failure to take action
would be inconsistent with the intention of the parties expressed in this Section 1.02.


 


1.03 Tenant
acknowledges that fee simple title (both legal and equitable) to the Demised Premises is vested in Landlord and that Tenant has
only the leasehold right of possession and use of the Demised Premises as provided herein.


 


1.04 The
Term of this Lease, for which the Demised Premises are hereby leased, shall commence on the Commencement Date, and shall end at
noon on the Expiration Date.


 


1.05(a)The
“Annual Fixed Rent” shall be payable in equal monthly installments (the “Monthly Fixed Rent”)
in advance on the first day of each and every calendar month during the Term of this Lease commencing on, subject to Section 1.08
below, the Rent Commencement Date.


 


(b) For
purposes of this Lease, Fixed Rent, Real Estate Taxes, Utility Charges and any and all other amounts, sums, charges, liabilities
and obligations which Tenant assumes or agrees to pay or may become liable for under this Lease at any time and from time to time
are sometimes collectively referred to as “Rent”; and, in the event of any failure on the part of Tenant to
pay any portion of the Rent (except where such failure is directly due to the acts or omissions of Landlord), every fine, penalty,
interest and cost which may be added for nonpayment or late payment of such items, including, without limitation, all amounts
for which Tenant is or may become liable to indemnify Landlord under this Lease (including reasonable attorneys’ fees and
court costs) shall be deemed to be Rent.


 


1.06 Tenant
shall pay the Rent herein reserved promptly as and when the same shall become due and payable, without demand therefor and without
any abatement, deduction, counterclaim or setoff whatsoever, except as may be specifically provided for herein. All payments of
Fixed Rent and any additional Rent payments due hereunder to Landlord shall be paid electronically pursuant to the following instructions:


 





	Account Name	LSREF4 TURTLE, LLC
	 	 
		170 Park Avenue
	Account No.	4017978578
	ABA Routing No.	121000248
	Name of Bank	Wells Fargo Bank, N.A. (182)
	Bank Address	420 Montgomery Street
		San Francisco, CA 94104


 


Notwithstanding
the foregoing, Tenant shall be permitted to mail Fixed Rent and any additional Rent payments due to Landlord hereunder to the
following address:


 


LSREF4
Turtle, LLC


c/o
Transwestern


180
Park Avenue, Suite 120 


Florham
Park, NJ 07932


 






    6


     


    

 


1.07 Late
payments of any payment of Fixed Rent or Additional Rent which is not received within five (5) Building Days (excluding Saturdays)
after Tenant receives written notice that it is past due will be subject to a late charge equal to five percent (5%) of the unpaid
payment, or $100.00, whichever is greater. This amount is in compensation of Landlord’s additional cost of processing late
payments. If Tenant is in default of this Lease beyond all applicable notice and cure periods for failure to pay any Fixed Rent
or Additional Rent, in addition to the late charges and interest set forth above, Tenant shall be charged with all reasonable
attorney fees in connection with the collection of all sums due Landlord.


 


1.08
Notwithstanding anything to the contrary contained in this Lease, provided that Tenant shall not then be in default under any
of the terms, covenants and conditions contained in this Lease beyond the expiration of any applicable notice and/or cure
period, Tenant shall be entitled to an abatement (the “Concession”) of the Fixed Rent in the amount of Two
Million Nine Hundred Sixteen Thousand Six Hundred Ninety-Seven and 19/100 ($2,916,697.19) Dollars (calculated at $223,889.48
x 12 months PLUS $230,023.44 x 1 month), said Concession to be applied against the first thirteen (13) months from and after
the Rent Commencement Date (the “Concession Period”); provided, however, that during such Concession
Period, Tenant shall not be relieved of its obligation to pay Real Estate Taxes and Utility Charges and any other sums due
and payable under this Lease, none of which shall be reduced.


 


Article
2



USE; ACCESS TO DEMISED PREMISES


 


2.01
Tenant shall use and occupy the Demised Premises for the Permitted Use, and for no other purpose.


 


2.02
The use of the Demised Premises for the Permitted Use shall not include, and Tenant shall not use or permit the use of the
Demised Premises or any part thereof, for the following Prohibited Uses:


 


(a)
A school of any kind other than for the training of Tenant’s employees;


 


(b)
An office for any governmental or quasi-governmental bureau, department, agency, foreign or domestic, including any
autonomous governmental corporation or diplomatic or trade mission;


 


(c) 
Any use, including executive and general office use, which results in a density of a population prohibited by law
(collectively, hereinafter the “Density Limit”). No current or future exhibit or plan which may show a
potentially different density shall serve as a modification of the Density Limit without the written endorsement of Landlord
on said exhibit or plan so stating that the plan or exhibit is intended to modify the Density Limit; or


 




    7


     


    

 


(d) Any
use which exceeds the current floor loads of the Building, nor any use which allows the stacking of merchandise and/or materials
against any walls or columns, or allows the hanging of equipment from (or otherwise loading) the roof or structural members of
the Building, provided that Tenant shall have the right to hang equipment from the roof or structural members of the Building
with the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned or delayed. The foregoing prohibitions
shall not be deemed to apply to palletized storage adjacent to walls or columns.


 


2.03 If
any governmental license or permit shall be required for the proper and lawful conduct of Tenant’s business in the Demised
Premises or any part thereof, Tenant shall obtain the same at its sole cost and expense and, if requested by Landlord, shall submit
a copy of the same for inspection by Landlord. Tenant shall at all times comply with the terms and conditions of each such license
or permit.


 


2.04 Tenant
shall not at any time use or occupy, or do or permit anything to be done in the Demised Premises:


 


(a) in
violation of the Certificate of Occupancy or any other law, ordinance or regulation governing the use and occupation of the Demised
Premises; or


 


(b) that
would void Tenant’s insurance.


 


2.05 Subject
to applicable law and the terms and conditions of this Lease, the Demised Premises and the Building shall be accessible to Tenant
and its agents, representatives, contractors, employees, invitees and suppliers twenty-four (24) hours a day, seven (7) days a
week, three hundred sixty-five (365) days a year (except in the event of an emergency)


 


2.06 Tenant
shall have the exclusive right to use the Parking Facilities and to permit the parking of its agents, contractors, employees,
representatives and invitees on such Parking Facilities. Tenant shall have the exclusive right to control access to the Parking
Facilities and to remove any vehicles parked there without Tenant’s consent to the extent permitted by Law.


 


Article
3



PREPARATION OF DEMISED PREMISES


 


3.01 Tenant
hereby acknowledges that it has been given adequate opportunity to inspect the Demised Premises and, except for the Landlord’s
Work, Tenant accepts the same in its “AS IS” condition as of the date hereof without any agreements, representations,
understandings or obligations on the part of Landlord to perform any further alterations, repairs or improvements therein and
that Landlord has delivered the Building, parking areas, roof, fenestration and windows, façade, ground, plantings and
existing building systems are in working order and free of leaks as of the Effective Date, except as expressly set forth herein.
Tenant, at Tenant’s sole cost and expense (except to the extent of Landlord’s Allowance, as hereinafter defined),
shall be responsible for making any alterations or improvements to the Demised Premises desired by Tenant, which alterations and
improvements may be subject to Landlord’s approval, as hereinafter provided.


 




    8


     


    

 


(a) Tenant
shall prepare or caused to be prepared complete construction drawings and specifications (“Tenant’s Plans”)
for the improvements, alterations and additions that Tenant intends to perform for its initial build-out (“Tenant Improvements”)
and submit the same to Landlord for Landlord’s reasonable approval, which, at a minimum, shall include the following: demising
plans, demolition plans, partition plans, ceiling plans, electrical plans, mechanical/HVAC plans, plumbing plans, fire protection
plans, life safety plans, finishes plans and any other similar drawings and/or plans that are required for receipt of construction
permits, which construction permits shall be applied for and obtained by Tenant. The Tenant’s Plans shall be consistent
with the specifications for the Building and all applicable building codes. Upon receipt of the Tenant’s Plans, Landlord
shall review and approve or disapprove same within ten (10) Building Days after receipt thereof. If Landlord objects to any Tenant’s
Plans, it shall provide the basis therefor and then Tenant shall submit revised Tenant’s Plans to Landlord as soon as reasonably
possible after objection and Landlord shall approve or disapprove same within five (5) Building Days of receipt thereof. Landlord’s
approval of Tenant’s Plans shall not be unreasonably withheld, conditioned, or delayed, provided that: (i) Tenant’s
Plans are sufficiently detailed to obtain cost bids and permits for construction of Tenant’s Work (the “Construction
Budget”); (ii) Tenant’s Plans show the location of all partitions, circulation patterns, electrical/cabling plans
based on furniture layout, furniture plans, finish plans and written specifications for the Demised Premises; (iii) the improvements
depicted on Tenant’s Plans (1) do not materially adversely affect (in the reasonable discretion of Landlord) the Building’s
structural components or mechanical, electrical, plumbing HVAC or life safety systems for the Building or the exterior appearance
of the Building, (2) are not visible from outside the Demised Premises (except through doorways or windows), (3) would not violate
any applicable Laws, (4) intentionally omitted, and (5) would not require Landlord to make any alterations and/or improvements
to any portion of the Building and/or the Property in order for the Building and/or Property to comply with any Laws (clauses
(1) through (5), “Landlord’s Approval Criteria”). If Landlord fails to respond to a request for consent
under this Section 3.01(a) in the timeframes provided herein and thereafter within an additional two (2) Building Days after receipt
of an additional notice from Tenant further requesting a response from Landlord and advising that the time period for Landlord
to grant or withhold its consent pursuant to this Section 3.01(a) has lapsed, Landlord shall be deemed to have approved the applicable
submission. Tenant shall not be required to pay to Landlord any costs or expenses incurred by Landlord in connection with its
review and consent to the Tenant’s Plans.


 


(b) After
approval of Tenant’s Plans by Landlord, Tenant shall have the right to perform the Tenant Improvements and certain work
as contemplated by Tenant’s Plans (collectively, “Tenant’s Work”). Landlord’s consent is
solely for the benefit of Landlord and Tenant and no third party shall have the right to rely on Landlord’s consent, or
its approval of Tenant’s Plans, for any purpose whatsoever. Tenant shall be responsible for all elements of the design of
Tenant’s Plans (including, without limitation, compliance with applicable law, functionality of design, the structural integrity
of the design, the configuration of the Demised Premises and the placement of Tenant’s furniture, appliances and equipment),
and Landlord’s approval of Tenant’s Plans shall in no event relieve Tenant of the responsibility for such design.
Tenant’s Work shall be completed in a good and workmanlike manner and in compliance with applicable Laws. Tenant shall abide
by those reasonable rules and regulations promulgated by Landlord for the construction of Tenant improvements attached hereto
as Exhibit E (the “Building Work Rules”).


 


(c) For
the purposes of this Lease, Landlord approves Turner Construction Company as the general contractor to perform the Tenant’s
Work, provided that such general contractor shall have all licenses and authorizations required by Law to perform Tenant’s
Work.


 




    9


     


    

  


(d) Tenant
agrees (i) to cease promptly upon written notice from Landlord any of Tenant’s Work is not in compliance with the provisions
of the Lease, and (ii) to comply and cause its contractors to comply promptly with the Building Work Rules. Moreover, Tenant agrees
to obtain and deliver to Landlord written, unconditional waivers of mechanic’s and materialmen’s liens against the
Building and the Land from Tenant’s general contractor and all direct subcontractors in connection with any Tenant’s
Work following the completion of Tenant’s Work and payment therefor. It is further understood and agreed that any Tenant’s
Work shall be conducted on behalf of Tenant and not on behalf of Landlord and that Tenant shall not be deemed to be the agent
of Landlord. It is further understood and agreed that in the event Landlord shall give its written consent to the making of Tenant’s
Work, such written consent shall not be deemed to be an agreement or consent by Landlord to subject its interest in the Demised
Premises, or any leasehold or other interest of Tenant in the Demised Premises, the Building or the Land, to any “construction”
liens which may be filed in connection therewith. If, notwithstanding the foregoing, any mechanic’s or materialmen’s
lien is filed against the Demised Premises as a result of Tenant’s Work, Tenant’s interest therein, the Building and/or
the Land for work claimed to have been done for, or materials claimed to have been furnished to the Demised Premises in connection
with Tenant’s Work or to Tenant, such lien shall be discharged by Tenant within thirty (30) days after receipt of notice
thereof, at Tenant’s sole cost and expense, by the payment thereof or by the filing of a bond or other reasonable means
of discharge. If Tenant shall fail to discharge any such mechanic’s or materialmen’s lien, Landlord may, at its sole
option, discharge such lien and treat the reasonable cost thereof (including reasonable out-of-pocket attorney’s fees incurred
in connection therewith) (collectively, the “Lien Costs”) as Additional Rent, due and payable by Tenant to
Landlord within thirty (30) days after receipt of invoice, along with appropriate back-up documentation.


 


(e) Provided
that the Lease is in full effect, Tenant is not in default under the Lease beyond any applicable notice and cure periods, and
subject to the provisions of this Section 3.01, Landlord shall make available to Tenant the an allowance in the amount of One
Hundred and 00/100 ($100.00) Dollars per rentable square foot of the Demised Premises, which shall total $14,721,500.00 (“Landlord’s
Allowance”), to be paid in connection with Tenant’s hard and soft costs incurred in connection with the completion
of the Tenant’s Work, which costs may include, but shall not be limited to, any architectural, engineering and/or other
professional fees incurred by Tenant for the Tenant’s Work, office FF&E, such as any new furniture that may be purchased
by Tenant for the Demised Premises, voice data cabling, work stations, fixtures, equipment and construction costs (the “Tenant
Soft Costs”); provided, in no event shall more than fifteen (15%) percent of the Landlord’s Allowance be allocated
towards Tenant Soft Costs (i.e., $2,208,225.00) and any payment for the Tenant’s Soft Costs from the Landlord’s Allowance
shall occur in monthly installments not to exceed $245,358.33 per month. Any costs incurred by Tenant in connection with the performance
of Tenant’s Work over and above the amount of the Landlord’s Allowance shall be the sole responsibility of Tenant.


 




    10


     


    

 


(f) Tenant
confirms that it intends that the Tenant’s Work is expected to correspond to Tenant’s final phase one Construction
Budget for the Tenant’s Work, as indicated in the estimated Construction Scope for the first nine (9) months annexed hereto
as Exhibit C-2 (the “Estimated Construction Scope”). Tenant acknowledges and agrees that the Landlord’s
Allowance to be paid by Landlord pursuant to this Lease has been calculated, in part, based upon Tenant’s anticipated improvements
at the Property and its Estimated Construction Scope. Tenant shall in good faith prepare its Tenant Plans in a manner materially
consistent with the Estimated Construction Scope for the first nine (9) months and agrees that it will, during the Term, in good
faith propose to make such Tenant’s Changes (as defined herein) that are materially consistent with those alterations described
in the 10 to 24 months portion of the Estimated Construction Scope, provided that the foregoing shall not require Tenant to make
each alteration described therein. Tenant shall be solely responsible for all applicable state sales or use taxes, if any, payable
in connection with Tenant’s Work, which obligation shall survive the termination of the Lease.


 


(g) The
Landlord’s Allowance shall be payable on a 78/22 basis pursuant to this Section 3.01(g). Accordingly, for the purposes of
this Lease, Landlord shall contribute $78.00 for every $22.00 spent by Tenant in connection with the Tenant’s Work pursuant
to this Section 3.01(g) until such time as Landlord’s Allowance is fully paid. Tenant may submit requests for payment of
the Landlord’s Allowance on a monthly basis pursuant to this Section 3.01(g) for any Tenant’s Work installed within
the Demised Premises or any part of Tenant’s Work that is performed as well as any Tenant Soft Costs pursuant to Section
3.01(e), and, for the avoidance of doubt, Landlord shall not accept invoices from any person or entity other than Tenant (including
Tenant’s general contractor) unless Tenant has expressly approved such invoice in writing to Landlord. Within thirty days
(30) days following receipt by Landlord of invoice(s) from Tenant as well as partial or final lien waivers (where appropriate
in Landlord’s commercially reasonable discretion, provided Landlord shall use commercially reasonable efforts to provide
Tenant with advance notice as to when it will require such waivers) and such other proofs that Landlord shall reasonably require
to demonstrate Tenant’s compliance with this Section 3.01(g), and provided there shall then exist no event of default
of Tenant which is continuing beyond the applicable notice and cure periods, then Landlord shall remit to such invoicing party
the applicable amount of the Landlord’s Allowance, being the lesser of 78% of the cost of the Tenant’s Work (or the
Tenant Soft Costs) shown by such invoices or the then remaining balance of the Landlord’s Allowance, as applicable to such
invoice(s). Tenant shall be responsible for contemporaneously paying 22% of such invoice(s) to the invoicing party and shall promptly
provide proof of payment therefor to Landlord. In the event that Landlord fails to pay the Landlord’s Allowance as and when
due, then, in such event, Tenant shall be entitled upon thirty (30) days prior written notice to Landlord, to offset the Fixed
Rent hereunder by the amount of such unpaid Landlord’s Allowance or portion thereof plus the Prime Rate plus four percent
(4%) as interest, compounding monthly, accruing from the date that Landlord failed to pay such portion of the Landlord’s
Allowance.


 


(h) Tenant
shall pay to Landlord a supervision fee for the Tenant’s Work equal to one percent (1%) of the Landlord’s Allowance
in the amount of $147,250.00, which amount shall be deducted from the Landlord’s Allowance on a pro rata basis, such that
each payment of the Landlord’s Allowance is increased by one percent (1%) from the invoices provided and retained by Landlord.
Landlord acknowledges and agrees that Tenant and Tenant’s contractors, subcontractors, architects, engineers and consultants
shall not be charged for the use of freight elevators, hoists, site utilities, restrooms or loading docks during the performance
of Tenant’s Work or during Tenant’s actual move into the Building.


 




    11


     


    

 


3.02 As
of the Commencement Date, Landlord represents and warrants that, to the best of Landlord’s knowledge, the Building complies,
and upon completion of Landlord’s Work, the Demised Premises shall comply, with all applicable requirements of the Americans
With Disabilities Act of 1990 and all regulations promulgated thereunder the Handicap Accessibility Act and Title 24 regulations
(collectively, the “ADA”). All Landlord’s Work to be performed by Landlord within the Demised Premises
shall comply with the applicable requirements of the ADA and all other applicable Law. Notwithstanding the foregoing, Tenant shall
be responsible for complying with all applicable requirements of the ADA which apply because of Tenant’s particular use
and occupancy of the Demised Premises or as a result of Tenant’s making any alterations, modifications, additions or improvements
to the Demised Premises (excluding Landlord’s Work).


 


Article
4



WHEN DEMISED PREMISES ARE READY FOR OCCUPANCY


 


4.01 The
Demised Premises shall be deemed ready for occupancy on the earliest date on which all necessary approvals have been obtained
by Tenant to permit Tenant to lawfully occupy the Demised Premises for the Permitted Us, including, but not limited to, the final
Certificate of Occupancy, which Tenant shall promptly apply for, at its sole cost and expense, upon the completion of the Tenant’s
Work. Tenant acknowledges and agrees that it shall be solely responsible for obtaining any necessary permits and approvals to
perform the Permitted Use and/or to use and occupy the Demised Premises for the Permitted Use. Landlord makes no representations
or warranties as to whether the Permitted Use is permitted at the Property under applicable Laws, except that Landlord hereby
represents and warrants that, to Landlord’s knowledge, the Permitted Use at the Property is permitted under applicable zoning
ordinances. Notwithstanding the foregoing or anything else to the contrary contained in this Lease, upon request by Tenant, Landlord
shall reasonably cooperate (including, without limitation, the execution and delivery of documents that Landlord is required to
sign and are otherwise reasonably required by Tenant), at Tenant’s sole cost and expense, in connection with any necessary
application, permit, hearing or other approval required by Tenant to perform the Tenant’s Work and lawfully occupy the Demised
Premises pursuant to this Lease.


 


Article
5



TRIPLE NET LEASE; REAL ESTATE TAXES


 


5.01 This
Lease is a “true lease” and an “operating lease” and not a financing lease, capital lease, mortgage, equitable
mortgage, deed of trust, trust agreement, security agreement or other financing or trust arrangement, and the economic realities
of this Lease are those of a true lease. The business relationship created by this Lease and any related documents is solely that
of a long term commercial lease between Landlord and Tenant, this Lease has been entered into by both parties in reliance upon
the economic and legal bargains contained herein, and none of the agreements contained herein is intended, or shall be deemed
or construed, to create a partnership (de facto or de jure) between Landlord and Tenant, to make them joint venturers, to make
Tenant an agent, legal representative, partner, subsidiary or employee of Landlord, or to make Landlord in any way responsible
for the debts, obligations or losses of Tenant.


 






    12


     


    

 


5.02 Landlord
and Tenant acknowledge and agree that (i) this Lease is, and is intended to be, what is commonly referred to as a “net,
net, net” or “triple net” lease, and (ii) the Rent shall be paid absolutely net to Landlord, so that this Lease
shall yield to Landlord the full amount or benefit of the installments of Fixed Rent, Real Estate Taxes and all other Rent throughout
the Term with respect to the entire Demised Premises, all as more fully set forth in Section 5.03 below and subject to any other
provisions of this Lease that expressly provide for adjustment or abatement of Rent or other charges (if any). Except as otherwise
expressly set forth in this Lease, all of the costs, expenses, responsibilities and obligations of every kind and nature whatsoever
foreseen and unforeseen relating to the condition, use, operation, management, maintenance, repair, restoration and replacement
of the Demised Premises and all improvements and appurtenances related thereto or any part thereof shall be performed and paid
by Tenant, and Landlord shall have no responsibility or liability therefor, except to the extent caused by the negligence or willful
misconduct of Landlord or its agents, contractors, employees or representatives. The covenants to pay Fixed Rent, Real Estate
Taxes and all other Rent hereunder are independent covenants, and Tenant shall have no right to hold back, offset, deduct, credit
against or fail to pay in full any such amounts for claimed or actual default or breach by Landlord of whatsoever nature or for
any other reason whatsoever, except as expressly set forth herein. For the avoidance of doubt, Tenant shall not have, and hereby
expressly and absolutely waives, relinquishes, and covenants not to assert, accept or take advantage of, any right to deposit
or pay with or into any court or other third-party escrow, depository account or tenant account with respect to any disputed Rent,
or any Rent pending resolution of any other dispute or controversy with Landlord.


 


5.03 From
and after the Rent Commencement Date, Tenant shall promptly pay, or cause to be paid, on a cash basis when due to the applicable
taxing authority one hundred percent (100%) of all ad valorem taxes imposed on the Demised Premises, including tax increases and
re-assessments; assessments including assessments for supplemental assessments and public improvements or benefits, whether or
not commenced or completed prior to the date hereof and whether or not to be completed within the Term; water, sewer and other
utility levies and charges; excise tax levies; and all other governmental charges, in each case whether general or special, ordinary
or extraordinary, or foreseen or unforeseen, of every character and any kind and nature whatsoever in respect of the Building
or the Land and all interest and penalties thereon attributable to any failure in payment by Tenant (other than failures arising
from the acts or omissions of Landlord) which at any time prior to, during or in respect of the Term hereof may be assessed or
imposed on or in respect of or be a lien upon (i) the Demised Premises or any part thereof or any appurtenance thereto, (ii) [Intentionally
Omitted], (iii) [Intentionally Omitted], (iv) [Intentionally Omitted], or (v) [Intentionally Omitted] (all of which are hereinafter
called “Real Estate Taxes”). In addition, Tenant shall be responsible for any and all business, professional
or occupational license taxes payable with respect to the Building and any association fees and any payments required in connection
with a reciprocal easement or similar agreement to which Landlord is bound, including, but not limited to, that certain Amended
and Restated Declaration of Reciprocal Agreements dated April 7, 2010, as same may be amended from time to time, provided that
Landlord shall not exercise any approval or consent rights thereunder without Tenant’s prior written consent, which shall
not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, there shall be excluded from Real Estate
Taxes: all excess profits, revenue, rent, excise, transfer, gain, foreign ownership or control, mortgage, intangible, gift, inheritance
and succession, estate and income taxes. Tenant shall make such payments directly to the taxing authorities and shall promptly,
upon request, furnish to Landlord copies of official receipts or other satisfactory proof evidencing such direct payments. Tenant’s
obligation to pay Real Estate Taxes shall be absolutely fixed upon the date such Real Estate Taxes become a lien upon the Demised
Premises or any part thereof. Landlord shall pay any and all Real Estate Taxes due before the Rent Commencement Date.


 




    13


     


    

  


(a) Within
thirty (30) days after the Commencement Date, Landlord shall direct the applicable governmental authority to deliver all bills
for Real Estate Taxes to Tenant with a copy to Landlord. If Landlord receives a bill for Real Estate Taxes due after the Commencement
Date and Tenant is not the addressee, Landlord shall provide the bill for each installment of Real Estate Taxes to Tenant as soon
as possible upon Landlord’s receipt of such bill and shall request that the local tax assessor’s office issue a duplicate
copy of the real estate tax bill directly to Tenant. Tenant shall pay the Real Estate Taxes set forth on such bill prior to when
due if during the Term, provided that if Tenant does not receive a copy of such bill at least thirty (30) days prior to its due
date, Landlord shall be responsible for any penalties and interest imposed thereon if Tenant makes such payment within thirty
(30) days after receipt. Tenant shall, if Landlord so requests, provide Landlord with reasonable evidence that such Real Estate
Taxes have been paid. If Tenant shall default beyond the expiration of any applicable notice and cure periods in the payment of
any Real Estate Taxes (provided that Tenant shall not be deemed in default hereunder if Tenant pays such Real Estate Taxes within
at least thirty (30) days after receipt of written notice), Landlord shall have the right (but not the obligation) to pay the
same together with any penalties and interest, if such penalties and interest are caused by Tenant’s failure to pay such
Real Estate Taxes in a timely manner, in which event the amount so paid by Landlord shall be paid by Tenant to Landlord upon written
demand with interest thereon at the Default Rate. Tenant may pay any Real Estate Taxes in installments, if payment may be so made
without penalty, fine, premium or interest, except that on the termination of this Lease any Real Estate Taxes which Tenant has
elected to pay in installments (other than those assessments under Section 5.03(c)) shall be apportioned between Landlord and
Tenant based on the time remaining in the Term. All Real Estate Taxes for the tax year in which this Lease shall terminate shall
be apportioned between Landlord and Tenant on a cash basis.


 




    14


     


    

 


(b) Tenant
shall have the right, before delinquency occurs, of protesting, contesting, objecting to or opposing, at Tenant’s sole cost
and expense, by appropriate legal proceedings conducted in good faith and with due diligence, the legality or amount of any such
Real Estate Taxes, assessments or assessed valuations in its own or in Landlord’s name (in which case, Landlord hereby grants
Tenant a limited power of attorney therefor) as the case may be, and upon Tenant’s written request, Landlord will, at no
out-of-pocket cost or expense to Landlord, reasonably cooperate with Tenant; provided, however, that (i) in the case of any unpaid
Real Estate Taxes, lien, attachment, levy, encumbrance, charge or claim pursuant to any Law, the commencement and continuation
of such proceedings shall suspend the collection or enforcement thereof from or against Landlord and the Demised Premises, which
suspension may be caused by the payment by Tenant of a bond or some other form of security for payment; (ii) neither the Demised
Premises, the Rent therefrom nor any part or interest in either thereof would be in any danger of being sold, forfeited, attached
or lost pending the outcome of such proceedings solely based on the outcome of the proceeding and not if Tenant has the right
to make a curative payment following the outcome of the proceeding to avoid any of the foregoing consequences; (iii) in the case
of any requirement of Law, neither Landlord nor Tenant would be in any danger of civil or criminal liability for failure to comply
therewith pending the outcome of such proceedings; (iv) the insurance coverage required by Section 10 shall be maintained; (v)
Tenant shall keep Landlord reasonably informed as to the status of and with copies of all documents in the proceedings, upon written
request by Landlord; and (vi) if such contest shall be finally resolved against Landlord or Tenant, Tenant shall promptly pay
the amount required to be paid, together with all interest and penalties accrued thereon, or comply with the applicable requirement
of law or insurance requirements of Section 10. Landlord shall execute and deliver to Tenant such authorizations and other documents
as may reasonably be required in any such contest, provided Tenant shall reimburse Landlord for its reasonable, actual out-of-pocket
costs associated with such execution, and, if reasonably requested by Tenant, Landlord shall join as a party therein and/or fully
participate therein in conjunction with Tenant. The provisions of this Section 5.03 shall not be construed to permit Tenant to
contest the payment of Rent or any other amount (other than the Real Estate Taxes being contested in accordance herewith and any
impositions or third-party charges that Tenant may from time to time be required to impound with Landlord mortgagee pursuant to
this Lease) payable by Tenant to Landlord hereunder. Without limiting any other provision of this Lease, Tenant shall indemnify,
defend, protect and save Landlord and the Demised Premises harmless from and against any and all liability, costs, fees, damages,
expenses, penalties, fines and charges of any kind (including reasonable attorneys’ fees, including those incurred in the
enforcement of this indemnity) that may be imposed upon Landlord or the Demised Premises in connection with any such contest and
any loss resulting therefrom, except to the extent caused by the negligence or willful misconduct of Landlord or its agents, contractors,
employees or representatives. Landlord and Tenant shall each promptly notify the other of any written notice of any claims or
assessments for Real Estate Taxes that may be asserted by applicable taxing authorities that could result in a potential liability
or expense for the other, and coordinate with the other the response to and settlement of such claims or assessments for Real
Estate Taxes. Any refund due from any taxing authority in respect of any Real Estate Taxes paid by or on behalf of Tenant shall
be paid over to or retained by Tenant, which obligation shall survive the termination or expiration of the Term.


 


(c) In
the event that a new special assessment for the Demised Premises (a “New Special Assessment”) is proposed or
enacted during the Term, Landlord, promptly following receipt of written notice thereof, shall notify Tenant of such New Special
Assessment. Landlord shall not voluntarily elect to participate in, or vote in favor of, any such New Special Assessment without
Tenant’s written approval thereof, which approval may be withheld in its sole discretion. If Landlord has the option to
cause the assessments associated with a New Special Assessment to be paid in installments, Landlord shall so elect, and Tenant
shall only be responsible for those installments that are due and payable during the Term. To the extent that any New Special
Assessments are included in Real Estate Taxes, such New Special Assessment shall be paid pursuant to the provisions of Section
5.03 (a) hereof.


 


(d) [Intentionally
Omitted].


 


(e) Landlord
and Tenant shall, upon request of the other, promptly provide such data as is maintained by the party to whom the request is made
with respect to the Demised Premises as may be necessary to prepare any required tax returns and reports required by a governmental
authority.


 




    15


     


    

 


Article
6



SUBORDINATION TO MORTGAGES


 


6.01 This
Lease shall be subject and subordinate at all times to: (a) all ground or underlying leases now existing or which may hereinafter
be executed affecting the Property; and (b) the lien or liens of all mortgages and deeds of trust in any amount or amounts whatsoever
now or hereafter placed on the Property or Landlord’s interest or estate therein or on or against such ground or underlying
leases and to all renewals, modifications, consolidations, replacements and extensions thereof and to each advance made or hereafter
to be made thereunder, provided that the foregoing subordination in respect of any ground or underlying lease, mortgage or deed
of trust placed on the Building after the date hereof shall not become effective until and unless the holder of such mortgage
or deed of trust delivers to Tenant a non-disturbance agreement reasonably acceptable to Tenant. Tenant shall execute and deliver
within fifteen (15) Building Days (excluding Saturdays) demand any instruments, releases or other documents requested by any lessor
or mortgagee for the purpose of subjecting and subordinating this Lease to such ground leases, mortgages or deeds of trust subject
to the terms hereof. Tenant shall attorn to any party succeeding to Landlord’s interest in the Demised Premises, whether
by purchase, foreclosure, deed in lieu of foreclosure, power of sale, termination of lease or otherwise, provided such party agrees
to be bound by the terms of this Lease. Tenant shall execute all such agreements reasonably acceptable to Tenant confirming such
attornment as such party may reasonably request. Tenant shall not seek to enforce any remedy it may have for any default on the
part of Landlord without first giving written notice by certified mail, return receipt requested, specifying the default in reasonable
detail, to any mortgagee or lessor under a lien instrument or lease covering the Demised Premises whose address has been given
to Tenant, and affording such mortgagee or lessor a reasonable opportunity to perform Landlord’s obligations hereunder.
Notwithstanding the generality of the foregoing, any mortgagee or ground lessor may at any time subordinate any such deeds of
trust, mortgages, other security instruments or ground leases to this Lease on such terms and conditions as such mortgagee or
ground lessor may deem appropriate. If Tenant does not respond within the fifteen (15) Building Day period set forth above, Landlord
may send a second notice requesting Tenant’s execution of the applicable document. If Tenant fails to respond to such second
notice within five (5) Building Days (excluding Saturdays), Tenant hereby appoints Landlord its attorney in fact in its name,
place and stead to execute any such subordination or attornment documents as described herein, and Tenant acknowledges and agrees
that such appointment is irrevocable and coupled with an interest.


 


6.02 Contemporaneously
after the execution of this Lease, Landlord shall cause a subordination, non-disturbance and attornment agreement substantially
in the form attached hereto as Exhibit G to be executed by Landlord and the current mortgagee for the Property and shall, upon
receipt of Tenant’s execution thereof, record the same and provide Tenant with a recorded copy thereof.


 




    16


     


    

  


Article
7



QUIET ENJOYMENT


 


7.01 Landlord
covenants that if and so long as Tenant is not in default of this Lease beyond all applicable notice and cure periods, Landlord
shall do nothing to affect Tenant’s right to peacefully and quietly have, hold and enjoy the Demised Premises for the Term
herein defined, subject to all provisions of this Lease and to any mortgage, trust deed or ground lease to which this Lease shall
be subordinate pursuant to the terms hereof.


 


Article
8



ASSIGNMENT; MORTGAGING; SUBLETTING


 


8.01 Tenant
expressly covenants that it will not by operation of law or otherwise encumber or mortgage this Lease. Except as expressly set
forth herein, Tenant shall neither assign nor sublet the Demised Premises or any part thereof, without the prior written consent
of Landlord in each instance, which consent shall not be unreasonably withheld, conditioned or delayed. Tenant may, with the consent
of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, assign this Lease or sublet all or a portion
of the Demised Premises as provided for herein, provided, however, no sublease or assignment shall be permitted if at the time
of Tenant’s request for consent under this Article 8, an “Event of Default” (as defined in Section 25.01) has
occurred and is continuing under this Lease, or if a proposed use is a Prohibited Use. Any attempt by Tenant without Landlord’s
prior written consent (where consent is required hereunder) to assign this Lease or to sublet the Demised Premises or a portion
thereof shall be null and void, provided however, that Tenant may without Landlord’s consent (but with complying with the
other provisions of this Article), (i) assign this Lease to any successor to Tenant by merger, consolidation or purchase of all
or substantially all of Tenant’s assets (but only provided that immediately after such assignment Tenant’s successor
has a tangible net worth at least equal to the greater of Tenant’s tangible net worth immediately prior to such merger,
consolidation or purchase) and Tenant delivers to Landlord, as more particularly provided in Section 8.03, a written assumption
of the Lease and Tenant’s obligations and liabilities hereunder), or (ii) assign this Lease or sublet all or a portion of
the Demised Premises to any entity controlled by, controlling or under common control with Tenant (each a “Business Transfer”)
Tenant shall not assign this Lease or sublet all or any portion of the Demised Premises to any party with diplomatic immunity
or otherwise not amenable to service of process in New Jersey.


 


(a) If
Tenant’s interest in this Lease is assigned or if the Demised Premises or any part thereof are sublet to, or occupied by,
anyone other than Tenant, whether or not in violation of this Article 8, Landlord may, after default by Tenant beyond all applicable
notice and cure periods, accept or, at Landlord’s option demand and receive, from any assignee, sublessee or anyone who
claims a right to the interest of Tenant under this Lease, or who occupies any part(s) or the whole of the Demised Premises, the
payment of Fixed Rent and Additional Rent or any portion thereof and/or the performance of any of the other obligations of Tenant
under this Lease, but such acceptance shall not be deemed to be a waiver by Landlord of the breach by Tenant of the provisions
of this Article 8, nor a recognition by Landlord that any such assignee, sublessee, claimant or occupant has succeeded to the
rights of Tenant hereunder, nor a release by Landlord of Tenant from further performance by Tenant of the obligations on Tenant’s
part to be performed under this Lease; provided, however, that the net amount of Fixed Rent and Additional Rent collected from
any such assignee, sublessee, claimant or occupant shall be applied by Landlord to the Fixed Rent and Additional Rent to be paid
hereunder.


 




    17


     


    

 


(b) Tenant
agrees to pay to Landlord all reasonable out-of-pocket costs and expenses, including, but not limited to, reasonable attorney’s
fees and disbursements, actually incurred by Landlord in connection with the review of any proposed assignment of this Lease or
any proposed sublease (or other occupancy) of the Demised Premises (or any part thereof) other than a Business Transfer within
thirty (30) days after Landlord’s written demand therefor, regardless of whether Landlord grants its consent to the transaction
in question (if such consent is required pursuant to this Lease), provided that Landlord’s costs hereunder may not exceed
$2,500 or $5,000.00 in the aggregate for both Landlord’s and Landlord’s Mortgagee’s approval.


 


8.02 If
Tenant requests Landlord’s consent to an assignment of this Lease or a subletting (or other use or occupancy) of all or
any part of the Demised Premises, Tenant shall submit to Landlord:


 


		1.	the
                                         name of the proposed assignee or subtenant (or other occupant);



 


		2.	the
                                         terms of the proposed assignment or subletting (or other occupancy);



 


		3.	the
                                         nature of the proposed assignee’s or subtenant’s (or other occupant’s)
                                         business and its proposed use of the Demised Premises;



 


		4.	such
                                         information as to the financial responsibility of the proposed assignee or subtenant
                                         (or other occupant) as Landlord may reasonably require; and



 


		5.	if
                                         applicable, plans and specifications for revising the floor layout of the Demised Premises.



 


8.03 Upon
the receipt of all the information set forth in Section 8.02 from Tenant with respect to an assignment or subletting that is not
a Business Transfer, Landlord shall deliver its written consent or disapproval thereto to Tenant within fifteen (15) Building
Days (except for Sunday). Landlord agrees, however, that its consent to such proposed assignment or subletting shall not be unreasonably
withheld, conditioned or delayed provided that: (i) [intentionally omitted]; (ii) the use to be made of the Demised Premises by
the proposed assignee or subtenant is the Permitted Use; (iii) Tenant has complied and will comply with all other requirements
of this Article 8; and (iv) Landlord, Tenant and the proposed assignee or subtenant execute and deliver a consent in form reasonably
acceptable to Landlord. If Landlord fails to respond to such request within fifteen (15) Building Days (excluding Saturdays),
then Landlord shall be deemed to approved such request.


 




    18


     


    

 


8.04 If
Landlord shall consent to an assignment pursuant to the request from Tenant, Tenant shall cause to be executed by its assignee
an agreement to assume and be bound by all of the terms, covenants, conditions, provisions and agreements of this Lease, in form
and content acceptable to Landlord. If Landlord shall consent to a sublease pursuant to the request from Tenant, the sublease
shall expressly provide that it is subject and subordinate to all of the terms and conditions of this Lease, that the subtenant
shall not violate any of such terms or conditions and, at the option of Landlord, in the event of the termination of this Lease,
the subtenant will attorn to Landlord with certain exceptions and conditions required by Landlord that will be set forth in said
consent. An executed counterpart of each sublease or assignment and assumption of performance by the subtenant or assignee (as
applicable), in form and substance reasonably approved by Landlord, together with proof of the continuing maintenance of insurance
as required of Tenant pursuant to this Lease, shall be delivered to Landlord not later than fifteen (15) Building Days prior to
the effective date of the proposed assignment or the commencement date of the proposed sublease, as the case may be. No such assignment
or sublease shall be effective until Landlord has received such counterpart and proof of insurance as required herein and Landlord
has given its written consent as hereinbefore provided. Consent by Landlord to a particular assignment, sublease, or other transaction
shall not be deemed a consent to any other or subsequent transaction.


 


8.05 If
Landlord shall give its consent to any assignment of this Lease or to any sublease, Tenant shall pay to Landlord as Additional
Rent the following amounts: (i) in the case of an assignment, an amount equal to fifty (50%) percent of all sums and other considerations
paid to Tenant by the assignee for or by reason of such assignment less the actual expenses incurred by Tenant in connection with
such assignment including any improvements to the Demised Premises made in connection therewith, any allowances or free rent provided,
reasonable legal fees and brokerage commissions to persons not affiliated with Tenant; and (ii) in the case of a sublease, fifty
(50%) percent of any rents, additional charge or other consideration payable under the sublease to Tenant by the subtenant which
is in excess of the Fixed Rent and Additional Rent accruing during the term of the sublease in respect of the subleased space
(at the rate per square foot payable by Tenant hereunder) pursuant to the terms hereof less the actual expenses incurred by Tenant
in connection with such subletting including any improvements to the Demised Premises made in connection therewith, any allowances
or free rent provided, reasonable legal fees and brokerage commissions to persons not affiliated with Tenant, amortized over the
term of the sublease.


 


8.06 In
no event shall any assignment or subletting release or relieve Tenant from its obligations fully to observe or perform all of
the terms, covenants and conditions of this Lease on its part to be observed or performed whether accruing before or after any
such event. The fact that Landlord may consent to any assignment or subletting shall not be construed as constituting such a release
of Tenant.


 


8.07 [Intentionally
Omitted].


 


8.08 Tenant
further agrees that it shall not place any signs on the Property or on the windows located in the Demised Premises indicating
that all or any portion of the Demised Premises are available for subleasing or assignment without the prior written consent of
Landlord, which shall not be unreasonably withheld, conditioned or delayed.


 


8.09 [Intentionally
Omitted].


 




    19


     


    

 


8.10 Notwithstanding
anything in this Article 8 to the contrary, Landlord consents to the use of desk and office space in no more 2,000 rentable square
feet of the Demised Premises by Tenant’s clients, business partners, consultants and others that have a business relationship
with Tenant or its affiliates (a “Business Invitee”); subject to the following conditions: (i) Tenant shall
not receive any rent, fee or other consideration from the Business Invitee which will result in Tenant making a profit, (ii) the
Business Invitee is of a character and of a business consistent with what would be customary and reasonable in comparable buildings
of similar construction and class in Tenant’s commercially reasonable discretion, (iii) the use and occupancy by the Business
Invitee is otherwise expressly subject to all of the terms, covenants, conditions and obligations on Tenant’s part to be
observed and performed under this Lease, including Tenant’s obligation to indemnify Landlord for all matters arising out
of such occupant’s use of the Demised Premises pursuant to Article 20, (iv) prior to the use of the Demised Premises by
such occupant, Tenant shall furnish to Landlord its name and address, (v) any violation of any provision of this Lease by the
occupant shall be deemed to be a violation by Tenant under such provision, and (vii) the occupant shall have no recourse against
Landlord whatsoever on account of any failure by Landlord to perform any of its obligation under the Lease. Such consent under
this Section shall be deemed revoked at any time Tenant is in default under this Lease beyond the expiration of any applicable
notice and cure period.


 


Article
9



COMPLIANCE WITH LAWS AND REQUIREMENTS OF PUBLIC AUTHORITIES


 


9.01 The
term “laws and/or requirements of public authorities” and words of like import shall mean laws and ordinances of any
or all of the Federal, state, city, county, and borough governments and rules, regulations, orders and/or directives of any or
all departments subdivisions, bureaus, agencies, or office thereof, or of any other governmental, public, or quasi-public authorities
(collectively, “Laws”), having jurisdiction over the Demised Premises, and/or the direction of any public officer
having jurisdiction over the Demised Premises pursuant to Law. Tenant covenants to comply with all present and future Laws with
respect to the Demised Premises during the Term. Tenant shall give prompt notice to Landlord of any notice it receives of the
violation of any Law or requirement of public authority, and at its expense shall comply with all Laws and requirements of public
authorities which shall, with respect to the Demised Premises or the use and occupation thereof, or the abatement of any nuisance,
impose any violation, order or duty on Landlord or Tenant, arising from (i) Tenant’s use of the Demised Premises; (ii) the
manner of conduct of Tenant’s business or operation of its installation, equipment or other property therein; (iii) any
cause or condition created by or at the instance of Tenant, other than by Landlord’s performance of any work for or on behalf
of Tenant; or (iv) the breach of any of Tenant’s obligations hereunder. Furthermore, Tenant need not comply with any such
Law or requirement of public authority so long as Tenant shall be contesting the validity thereof, or the applicability thereof
to the Demised Premises, in accordance with Section 9.02.


 


Nothing
contained herein shall be construed to require Tenant to make structural alterations to the Building except to the extent that
same are required by reason of Tenant’s specific manner of use of the Demised Premises.


 




    20


     


    

 


9.02 Tenant
may, at its expense (and if necessary, in the name of but without expense to Landlord) contest, by appropriate proceedings prosecuted
diligently and in good faith, the validity, or applicability to the Demised Premises, of any Laws, and Landlord shall reasonably
cooperate with Tenant at no cost to Landlord in such proceedings provided that:


 


(a) Tenant
shall defend, indemnify, and hold harmless Landlord against all liability, loss or damage which Landlord shall suffer by reason
of such non-compliance or contest, including reasonable attorney’s fees and other expenses reasonably incurred by Landlord;


 


(b) Such
non-compliance or contest shall not constitute or result in any violation of any superior mortgage, or, if such superior mortgage
shall permit such non-compliance or contest on condition of the taking of action and/or furnishing of security by Landlord, such
action shall be taken and/or such security shall be furnished at the expense of Tenant;


 


(c) Tenant
shall keep Landlord advised as to the status of such proceedings upon Landlord’s written request;


 


(d) Tenant,
by its acts or omissions, does not place Landlord in reasonable jeopardy or subject to any form of penalty or fine; and


 


(e) Any
such proceedings shall not affect the payment of Fixed Rent or Additional Rent or other sums payable hereunder or prevent Tenant
from using the Demised Premises for its intended purpose.


 


Article
10



INSURANCE


 


10.01 The
term “requirements of insurance” bodies and words of like import shall mean rules, regulations, orders, and other
requirements of the New Jersey Board of Fire Underwriters and/or similar body performing the same or similar functions and having
jurisdiction or cognizance of the Building and/or the Demised Premises.


 


10.02 [Intentionally
Omitted].


 


10.03 [Intentionally
Omitted].


 


10.04 [Intentionally
Omitted].


 


10.05 During
the Term, Tenant shall provide and maintain primary coverage for property insurance on the Building and other improvements on
the Property on an all-risk basis against physical loss or damage by fire and all other risks and perils, including but not limited
to, flood, earthquake, and windstorm, in amounts no less than $5,000,000, excluding excavations, footings and foundations, and
with a deductible no greater than $25,000. Such insurance shall be on terms (i) that are no less favorable than insurance covering
other similar properties owned or operated by Tenant; (ii) that have an agreed amount endorsement or with no co-insurance provisions;
and (iii) with no exclusions for vandalism, malicious mischief, sprinkler leakage or acts of hostile groups. Boiler and Machinery
Coverage shall be procured either by endorsement to the property policy or under a separate placement in an amount no less than
100% of the replacement cost or as otherwise approved in writing by Landlord in its reasonable discretion. The property insurance
shall (a) [intentionally omitted]; (b) [intentionally omitted]; (c) [intentionally omitted]; (d) insure loss caused by damage
or mechanical breakdown; (e) provide an ordinance or law extension; (f) [intentionally omitted]; (g) name Landlord and its lender(s)
as loss payees and contain a loss payee endorsement; and (h) contain an endorsement providing coverage for cleanup of sudden and
accidental pollution releases, with a sub-limit of at least $100,000. In addition to the foregoing coverages on the Building and
other improvements, Tenant shall maintain property insurance covering Tenant’s machinery, equipment, furniture and fixtures
at a limit of liability of not less than the full replacement cost. During the period of any restoration and repair of the Demised
Premises, Tenant shall maintain an “all-risk” Builder’s Risk policy on a completed value basis for the full
replacement cost of the property being repaired and restored.


 




    21


     


    

  


10.06 During
the Term, Tenant shall also provide and maintain the following insurance at the terms and in the limits specified below:


 


(1) Commercial
General Liability Insurance against claims for third party Bodily Injury, Personal/Advertising Injury, Property Damage, and Products/Completed
Operations Liability. Such insurance shall be written on claims made basis and such coverage shall include, but not be limited
to, assumed contractual liability for the performance by Tenant of the indemnity agreements set forth in this Lease to which this
insurance applies, cross liability, and/or severability of interests. Limits shall be no less than $1 million per occurrence and
$2 million general aggregate with no retention or self insurance provision unless otherwise agreed to in writing in advance by
the Landlord. Tenant shall cause Landlord and its lender or other designees to be named as additional insureds under such insurance
and expressly state that Tenant’s insurance will be provided on a primary basis and will not contribute with any insurance
Landlord maintains.


 


(2) Workers
Compensation and Employer’s Liability Insurance insuring against and satisfying Tenant’s obligations and liabilities
under the workers compensation laws of the jurisdiction in which the Demised Premises are located, with Employers Liability minimum
limits per insured of $500,000 Bodily Injury each accident; $500,000 Bodily Injury by disease, each employee; $500,000 Bodily
Injury by disease policy limit. Policies shall include Voluntary Coverage.


 


(3) Automobile
Liability Insurance for liability arising out of claims for bodily injury and property damage arising from owned (if any), leased
(if any), non-owned and hired vehicles used in the performance of the business, with a combined single limit of $1 million per
accident for bodily injury and property damage and containing appropriate no-fault insurance provisions wherever applicable.


 


(4) Umbrella
or Excess Liability Insurance written on an occurrence basis and covering claims in excess of the underlying insurance described
in the foregoing subsections (1), (2) and (3) above, with a $25 million minimum limit per occurrence. Such insurance shall contain
a provision that it will drop down as primary and noncontributory insurance in the event that the underlying insurance policy
aggregate is exhausted.


 




    22


     


    

 


(5) As
and to the extent Tenant engages in (i) the sale of alcoholic beverages, liquor liability insurance, and/or (ii) the sale or use
of gasoline or other petroleum products, Tenant shall procure pollution legal liability insurance covering each location with
a retroactive date corresponding to the first occupation by Tenant with a minimum limit of Ten Million Dollars ($10,000,000) for
each incident which coverage shall be primary and non-contributory and should also include coverage for any underground storage
tanks located on the Property.


 


(6) Business
interruption insurance insuring that the Base Rent will be paid to Landlord for a minimum of twelve (12) months if the Demised
Premises are destroyed or rendered untenantable by any cause insured against (it being understood that the existence of such insurance
does not reduce Tenant’s obligation to pay Base Rent without diminution), and in the event of termination of this Lease
due to any such insured cause, pay to Landlord one year’s Base Rent.


 


10.07 All
insurance policies required pursuant to this Article shall be taken out with insurers rated A, X by A.M. Best Company, Oldwick,
New Jersey who are licensed or approved to do business in the State of New Jersey. All policies of insurance procured by Tenant
shall be written as primary policies as opposed to a policy which would contribute to or provide coverage only in excess of a
coverage which Landlord may maintain. A certificate evidencing such insurance together with a paid bill shall be delivered to
Landlord on or prior to the Commencement Date. Such insurance policy or certificates will unequivocally provide an undertaking
by the insurers to notify Landlord and the mortgagees of Landlord in writing not less than ten (10) days prior to any cancellation,
non-renewal or other termination thereof.


 


10.08 Landlord
and Tenant agree to include in each of its insurance policies a waiver of the insurer’s right of subrogation against the
other party. Should such waiver not be available then the policy for which the waiver is not available must name the other party
as an additional insured affording it the same coverage as that provided the party obtaining said coverage.


 


10.09 Each
party hereby releases the other party with respect to any claim (including a claim for negligence) which it might otherwise have
against the other party for loss, damage, or destruction with respect to its property (including rental value or business interruption)
occurring during the Term to the extent to which it is insured or was supposed to have been insured pursuant to the terms hereof,
under a policy or policies containing a waiver of subrogation or naming the other party as an additional insured, as provided
in Sections 10.05 and 10.07. If notwithstanding the recovery of insurance proceeds by either party for loss, damage or destruction
of its property (or rental value or business interruption) the other party is liable to the first party with respect thereto or
is obligated under this Lease to make replacement, repair, or restoration or payment, then provided that the first party’s
right of full recovery under its insurance policies is not thereby prejudiced or otherwise adversely affected, the amount of the
net proceeds of the first party’s insurance against such loss, damage or destruction shall be offset against the second
party’s liability to the first party thereof, or shall be made available to the second party to pay for replacement, repair,
or restoration, as the case may be.


 




    23


     


    

 


10.10 The
waiver of subrogation or permission for release referred to in Section 10.09 shall extend to the agents of each party and their
employees and, in the case of Tenant, shall also extend to all other persons and entities occupying the Demised Premises in accordance
with the terms of this Lease, but only if and to the extent that such waiver or permission can be obtained without additional
charge (unless such party shall pay such charge). The releases provided for in Section 10.09 shall likewise extend to such agents,
employees and other persons and entities, if and to the extent that such waiver or permission is effective as to them. Nothing
contained in Section 10.09 shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore
or rebuild or to nullify any abatement of rents provided for elsewhere in this Lease. Nothing contained in Sections 10.05 and
10.06 shall be deemed to impose upon Landlord any duty to procure or maintain any of the kinds of insurance referred to therein
or any particular amounts or limits of any such kinds of insurance. However, each party shall advise the other, upon reasonable
written request, from time to time (but not more often than once a year) of all of the policies of insurance it is carrying of
any of the kinds referred to in Sections 10.02 and 10.05, and if it shall discontinue any such policy or allow it to lapse, shall
notify the other party thereof with reasonable promptness. The insurance policies referred to in Sections 10.05 and 10.06 shall
be deemed to include policies procured and maintained by a party for the benefit of its mortgagee or pledgee.


 


10.11 Notwithstanding
anything herein to the contrary, if Tenant fails to provide Landlord with evidence of insurance as required under this Article
10 and, provided that such failure continues for at least five (5) consecutive Building Days (excluding Saturday) following written
notice thereof to Tenant from Landlord, Landlord may send a second notice to Tenant regarding such failure. If such failure continues
for five (5) consecutive Building Days (excluding Saturday) after such second notice, Landlord may assume that Tenant is not maintaining
the insurance required pursuant to this Article 10 and Landlord may, but is not obligated to, without further demand upon Tenant
or notice to Tenant and without giving Tenant any further cure right or waiving or releasing Tenant from any obligation contained
in this Lease, obtain such insurance for Landlord’s benefit. In such event, Tenant shall pay to Landlord, as Additional
Rent, all costs and expenses that Landlord shall incur to obtain such insurance. Landlord’s exercise of its rights under
this Section shall not relief Tenant from any default under the Lease.


 


Article
11



BUILDING RULES AND REGULATIONS


 


11.01 Tenant
covenants that Tenant and its employees and agents shall faithfully observe and comply with such reasonable rules and regulations
as Landlord at any time or times hereafter may make and communicate in writing to Tenant, provided, however, that in case of any
conflict or inconsistency between the provisions of this Lease and any of such rules and regulations, the provisions of this Lease
shall control.


 


11.02 Landlord
shall not enforce any of the rules and regulations imposed by Landlord pursuant to Section 11.01 in such manner as to discriminate
against Tenant or anyone claiming under or through Tenant.


 






    24


     


    

 


Article
12



TENANT’S CHANGES


  


12.01 During
the Term of this Lease, and any renewal or extensions thereof, except as expressly set forth herein, Tenant shall not be required
to obtain Landlord’s prior written approval for any alterations, additions or improvements to the Demised Premises or any
portion thereof (the “Permitted Tenant Changes”); provided, however, that such alterations: (i) are not structural
additions or structural alterations to the Demised Premises; (ii) will not change the essential nature of the Building; (iii)
will not materially and adversely affect the structural elements or roof of the Building; (iv) will not materially and adversely
affect the proper functioning of the Building’s systems on a permanent basis; and (v) do not exceed the cost of Five Hundred
Thousand and No/100 Dollars ($500,000.00) on a per project basis or One Million and No/100 Dollars ($1,000,000.00) on an annual
basis.


 


12.02 In
seeking approval from Landlord of any other alterations, additions or improvements to the Demised Premises or any portion thereof
(i.e., any alterations or improvements other than Permitted Tenant Changes) (the “Tenant Changes”), which approval
shall not be unreasonably withheld, conditioned or delayed, Tenant shall provide Landlord with (1) full and complete drawings
and plans for the proposed Tenant Changes prepared by a licensed architect or engineer, to the extent applicable; and (2) notice
of whether the Tenant Changes will involve or affect any Hazardous Materials on the Property. If Landlord fails to respond to
a request for consent under this Section 12.02 within fifteen (15) Building Days and thereafter within an additional three (3)
Building Days after receipt of an additional notice from Tenant further requesting a response from Landlord and advising that
the time period for Landlord to grant or withhold its consent pursuant to this Section 12.02 has lapsed, Landlord shall be deemed
to have approved the applicable submission.


 


12.03 Tenant
shall not have the right to seek any zoning changes or variances in connection with any Tenant Changes that would (i) permit the
use of the Demised Premises for a use other than the Permitted Use or materially expand or materially alter the footprint of the
Building as of the Effective Date without Landlord’s prior approval, which approval may not be unreasonably withheld, conditioned
or delayed (e.g., if any such proposed improvements or use change would materially and negatively impact the value, use or character
of the Building in Landlord’s commercially reasonable discretion, Landlord may withhold or condition its approval of such
application), and, in any event, Tenant shall provide Landlord with written notice of any proposed zoning change or variance and
Landlord shall reasonably cooperate with Tenant regarding such proposed zoning change or variance. Tenant, at its expense, shall
obtain all necessary governmental permits and certificates for the commencement and prosecution of Tenant’s Changes and
for final approval thereof upon completion, and shall cause Tenant’s Changes to be performed in compliance therewith and
with all applicable Laws and requirements of public authorities, and with all applicable requirements of insurance bodies, and
in accordance with the Building Work Rules set forth in Exhibit E, and in good and workmanlike manner, using materials and equipment
at least equal in quality and class to the original installations in the Building. If any of Tenant’s Changes shall involve
the removal of any fixtures, equipment or other property in the Demised Premises which are not Tenant’s Property (as defined
in Article 13), such fixtures, equipment or other property shall be promptly replaced, at Tenant’s expense, with new fixtures,
equipment or other property (as the case may be) of like utility and at least equal value, which shall become the property of
Landlord upon installation.


 




    25


     


    

 


12.04 Tenant,
shall not do any act, or make any contract, which may create or be the foundation for any lien or other encumbrance upon any interest
of Landlord or any ground or underlying lessor in any portion of the Demised Premises. If, because of any act or omission (or
alleged act or omission) of Tenant, any mechanics’ lien, materialman’s lien or other lien (collectively “Lien”),
charge, or order for the payment of money or other encumbrances shall be filed against Landlord and/or any ground or underlying
lessor and/or any portion of the Demised Premises (whether or not such Lien, charge, order or encumbrance is valid or enforceable
as such), Tenant shall, at its own cost and expense, cause same to be discharged of record or bonded within thirty (30) days after
receipt of written notice thereof, and Tenant shall indemnify and save harmless Landlord and all ground and underlying lessor(s)
against and from all costs, liabilities, suits, penalties, claims, and demands, including reasonable counsel fees, resulting therefrom.
If Tenant fails to comply with the foregoing provisions, Landlord shall have the option of discharging or bonding any such Lien,
charge, order or encumbrance, and Tenant agrees to reimburse Landlord for its Lien Costs. All materialmen, contractors, artisans,
mechanics, laborers, and any other persons now or hereafter contracting with Tenant or any contractor or subcontractor of Tenant
for the furnishing of any labor services, materials, supplies, or equipment with respect to any portion of the Demised Premises
at any time from the date hereof until the end of the Lease Term are hereby charged with notice that they look exclusively to
Tenant to obtain payment for same. However, nothing herein contained shall prevent Tenant from contesting, in good faith and at
its own expense, any such Lien by bonding same and otherwise complying with the provisions of Section 9.02.


 


12.05 Tenant
agrees that the exercise of its rights pursuant to the provisions of this Article 12 shall not be done in a manner which would
be reasonably likely to create any work stoppage, picketing, labor disruption or dispute or violate Landlord’s union contracts
affecting the Land and Building, nor interference with the business of Landlord. In the event of a labor dispute including a strike,
picketing, informational or associational activities directed at Tenant or any other tenant, Landlord reserves the right unilaterally
to alter Tenant’s ingress and egress to the Building or make any other reasonable changes in operating conditions to restrict
pedestrian, vehicular or delivery ingress and egress to a particular location.


 


Article
13



TENANT’S PROPERTY


 


13.01 All
fixtures, equipment, improvements, and appurtenances attached to or built into the Demised Premises at the commencement of or
during the Term, whether or not by or at the expense of Tenant, shall be and remain a part of the Demised Premises, shall be deemed
the property of Landlord and shall not be removed by Tenant, except as hereinafter in this Article expressly provided.


 


13.02 All
business and trade fixtures, unattached machinery and equipment, communications equipment and office equipment, whether or not
attached to or built into the Demised Premises, which are installed in the Demised Premises by or for the account of Tenant, without
expense to Landlord, and can be removed without permanent structural damage to the Building, and all furniture, furnishings and
other articles of movable personal property owned by Tenant and located in the Demised Premises (all of which are sometimes called
“Tenant’s Property”), shall be and shall remain the property of Tenant and may be removed by it at any
time during the Term of this Lease; provided that if any of Tenant’s Property is removed, Tenant shall repair or pay the
cost of repairing any damage to the Demised Premises or to the Building resulting from such removal. Any machinery and equipment
for which Landlord shall have granted any allowance or credit to Tenant shall not be deemed to have been installed by or for the
account of Tenant, without expense to Landlord, and shall not be considered Tenant’s Property.


 




    26


     


    

 


13.03 At
or before the Expiration Date, or the date of an earlier termination of this Lease, or as promptly as practicable after such an
earlier termination date, Tenant at its expense, shall have the right to remove from the Demised Premises all of Tenant’s
Property. Tenant shall repair any damage to the Demised Premises or the Building resulting from the removal of any Tenant’s
Property.


 


13.04 Any
other items of Tenant’s Property which shall remain in the Demised Premises after the Expiration Date or after a period
of fifteen (15) days following an earlier termination date, may, at the option of Landlord, be deemed to have been abandoned,
and in such case either may be retained by Landlord as its property or may be disposed of, without accountability, in such manner
as Landlord may see fit, at Tenant’s expense.


 


Article
14



REPAIRS AND MAINTENANCE


 


14.01 Throughout
the Term, Tenant, at its sole cost and expense, assumes full responsibility for the condition, operation, repair, replacement,
maintenance, and management of the Property. Tenant shall, at its sole cost and expense, be responsible for: keeping the Building
and other improvements erected on the Land in good order and repair (reasonable wear and tear and damage by casualty and condemnation
excepted) whether or not the need for such repairs occurs as a result of Tenant’s use, the elements, or the age of the Building,
the Property or Tenant’s Property, or otherwise (but excluding the negligence or willful misconduct of Landlord or its agents,
contractors, employees or representatives) and will commit or allow no waste with respect thereto and with reasonable promptness,
make all necessary and appropriate repairs and replacements thereto of every kind and nature, including without limitation those
necessary to ensure continuing compliance with all Laws and insurance requirements, whether interior and exterior, structural
and nonstructural, ordinary and extraordinary, and foreseen and unforeseen. Tenant’s maintenance, repair and replacement
obligations shall extend to and include, without limitation, the roof of the Building, all systems serving the Demised Premises
and, subject to any Permitted Encumbrances, all parking areas and landscaping on the Property. The necessity for and adequacy
of repairs to the Building or other improvements forming a part of the Demised Premises shall be comparable to those that would
be customary and reasonable in comparable buildings of similar construction and class, provided that, in no event, shall Tenant
be required to repair or maintain the Demised Premises to a higher or better condition than that of the Demised Premises following
completion of Tenant’s Work. Tenant’s obligations under this Section 14.01 shall, without limitation, include the
maintenance, repair and replacement (a) at all times, of any and all building systems, machinery and equipment which exclusively
serve the Demised Premises, and (b) the bearing walls, floors, foundations, roofs and all structural elements of the Demised Premises.
Tenant will not take or omit to take any action the taking or omission of which would reasonably be expected to create (or permit
to continue) any condition which might reasonably be expected to involve any imminent loss, damage or injury to any person or
property. All repairs and replacements shall be in quality and class at least equal to the Building as of the Commencement Date
or the original Tenant’s Work to be performed by Tenant pursuant to this Lease, as applicable, and shall be made reasonably
promptly as and when necessary. Notwithstanding anything to the contrary contained herein, Tenant shall not be required to make
a replacement of any item in the event that a repair will provide adequate functionality to the item and would be customary and
reasonable in comparable buildings of similar construction and class. Repairs and replacements called for as a result of fire
or other casualty and condemnation shall be made pursuant to the provisions of Sections 21 and 22, respectively. In connection
with the foregoing, but in no way expanding Tenant’s obligations hereunder and subject to Section 14.03, Tenant’s
obligations shall include without limitation with respect to the Demised Premises, to the extent applicable:


 


 


(1) Maintaining,
repairing, and replacing, as necessary, the roof of the Building on the Demised Premises;


 


(2) Maintaining
and repairing the bearing walls, floors, foundations, and all structural elements of the Building;


 






    27


     


    

 


(3) Maintaining
(including periodic washing and painting) and repairing the storefront, facade and exterior walls of the Building;


 


(4) Repairing
and replacing, as necessary, the doors (including, without limitation, any overhead doors) and windows of the Building, and the
mechanisms therefor;


 


(5) Causing
the regular removal of garbage and refuse from the Demised Premises;


 


(6) Causing
the regular spraying for and control of insect, rodent, animal and pest infestation, and maintaining in good working order and
condition all doors (both swinging and roll-up doors), including, without limitation, all weather seals;


 


(7) Servicing,
maintaining, repairing and replacing all equipment on the Demised Premises, including, without limitation, heating, ventilation,
and air-conditioning equipment, fuel tanks, generators and uninterrupted power supplies;


 


(8) Regular
sweeping, cleaning and removal of trash, debris, other materials and stains from the Demised Premises and from the immediately
adjacent sidewalks, service drives and loading or delivery areas, if any, of the Demised Premises, as necessary to keep the same
clean and in good order and condition;


 


(9) Regular
sweeping, cleaning and washing of the interior of the Building, including, without limitation, floors, windows and fixtures, and
periodic washing and painting of interior walls;


 


(10) Repairing
broken, damaged or leaking walls, bathrooms, roofs, or fixtures and equipment in the interior of the Building, including, without
limitation, plate glass windows, windows, floors and lighting fixtures;


 




    28


     


    

 


(11) Irrigating
and performing all gardening and landscaping of all lawns, trees, shrubs and plantings immediately adjacent to the Building or
in any parking areas located on the Demised Premises; and


 


(12) Tenant
shall maintain a contract on at least an annual basis for regular servicing and maintenance (at least once annually) of the heating,
ventilating, air conditioning and vertical transportation systems serving the Building, unless Landlord shall otherwise direct.
Upon written request of Landlord, Tenant shall submit to Landlord a copy of such fully paid contract and any extensions, renewals
or replacements thereof. At a minimum, each maintenance contract for any such equipment shall include a provision that such contractor
shall be required to coordinate any activities performed on the roof of the Building by a roofing contractor, so as to not void
any roof or related warranties.


 


14.02 Except
to the extent caused by the negligence or willful misconduct of Landlord or its agents, contractors, employees or representatives,
any affirmative acts in connection with work performed by Landlord or as expressly provided herein, Landlord shall not be required
to furnish any services or facilities or make any repairs or alterations in or to the Demised Premises, and Landlord shall not
under any circumstances be required to (i) build or rebuild any improvements on the Demised Premises; (ii) make any repairs, replacements,
alterations, restorations or renewals of any nature to the Demised Premises, whether ordinary or extraordinary, structural or
non-structural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto; or (iii) maintain the Demised
Premises (including any parking which is part of or adjacent thereto) in any way. Tenant hereby assumes the full and sole responsibility
for the condition, operation, repair, replacement, maintenance and management of the Demised Premises, except as expressly set
forth herein. However, on default of Tenant beyond the expiration of any applicable notice and cure periods in making such repairs
or replacements, Landlord may, but shall not be required to, upon fifteen (15) additional days’ notice to Tenant, make such
repairs and replacements for Tenant’s account and the expense thereof shall be paid by Tenant to Landlord upon demand with
interest at the Default Rate.


 


14.03 Except
as expressly set forth herein, nothing contained in this Lease and no action or inaction by Landlord shall be construed as (i)
constituting the consent or request of Landlord, expressed or implied, to any contractor, subcontractor, laborer, materialman
or vendor to or for the performance of any labor or services or the furnishing of any materials or other property for the construction,
alteration, addition, repair or demolition or maintenance of or to the Demised Premises or any part thereof or any improvements
thereto; or (ii) giving Tenant any right, power or permission to contract for or permit the performance of any labor or services
or the furnishing of any materials or other property in such fashion as would permit the making of any claim against Landlord
in respect thereof.


 


14.04 Notwithstanding
anything to the contrary contained herein, if Tenant’s obligations under this Article 14 require Tenant to make any Capital
Repairs (as hereinafter defined) during the last two Lease Years of the Term, then Tenant shall not be required to make any such
Capital Repairs and such failure shall not be a breach of this Lease by Tenant at that time or upon surrender of the Demised Premises,
provided the Demised Premises remain in working condition. For purposes of this Lease, “Capital Repair” shall mean
the repair or replacement of any item, which repair or replacement would be amortized over its useful life in accordance with
U.S. generally accepted accounting principles.


 




    29


     


    

  


Article
15



UTILITIES AND OTHER SERVICES


 


15.01 From
and after the Rent Commencement Date, Tenant shall contract, in its own name, for and pay when due all charges for the connection
and use of water, gas, electricity, telephone, waste collection, sewer use and other utility services supplied to the Demised
Premises during the Term (collectively, the “Utility Charges”), provided Landlord has caused such utilities
to be separately metered. Tenant shall have the exclusive right to select utility providers. Landlord shall not be responsible
for any utility interruption, except to the extent caused by the negligence or willful misconduct of Landlord or its agents, contractors,
employees or representatives. To the extent that there may be any shared electricity arrangements between the Demised Premises
and 180 Park Avenue, Florham Park, New Jersey (i.e., Block 1401, Lot 4 on the Tax Map of the Borough of Florham Park), which is
also owned by Landlord as of the Commencement Date, Landlord shall ensure that the Demised Premises is separately metered for
electricity consumption prior to the Rent Commencement Date. Notwithstanding the foregoing, in the event that Landlord shall incur
Utility Charges in excess of $25,027.00 per month from and after the Commencement Date and prior to the Rent Commencement Date
due to Tenant’s excessive use of utilities during the course of the performance of the Tenant’s Work or otherwise,
Tenant shall reimburse Landlord for any such excess costs within thirty (30) days after receipt of written demand by Landlord.


 


15.02 Tenant
shall contract, in its own name, for janitorial service in the Demised Premises.


 


15.03 Tenant
shall have the right, but not the obligation, to provide security services to the Property in accordance with the specifications
determined by Tenant. Landlord shall not be liable for any lack of security in the Demised Premises or for damages for any error
or other action taken with regard to the admission to or exclusion from the Demised Premises of any person, except to the extent
caused by the gross negligence or willful misconduct of Landlord.


 


15.04 Tenant
shall have the right to manage and operate the Demised Premises (or any portion thereof) utilizing third parties for the management
and operation thereof. Notwithstanding the appointment of any third-party manager, Tenant shall remain fully responsible for the
Demised Premises in accordance with the terms hereof.


 






    30


     


    

 


Article
16



INTENTIONALLY OMITTED


 


Article
17



LANDLORD’S OTHER SERVICES


 


17.01 Signage.
Tenant shall have the right, at Tenant’s sole cost and expense, to install and maintain signage on the façade of
the Building and on the entry to the Demised Premises to the maximum extent permitted by Law; provided, however, that all such
installations shall be in compliance with applicable Laws and the Permitted Encumbrances. Upon expiration or termination of this
Lease, Tenant shall remove any signage then existing on the Demised Premises, and Tenant shall be solely responsible for the repair
of any damage caused by such removal, including discoloration. Tenant shall additionally have the right to signage on any monument
or pylon sign entering into any Building. Tenant agrees to maintain, repair, and replace each and every sign in as good a condition
as it existed on the Commencement Date (reasonable wear and tear and damage by casualty and condemnation, excepted) and to repair
any damage caused by the installation, maintenance or removal of any such sign.


 


17.02 Rooftop
Communications Equipment. Tenant shall have the exclusive right (at Tenant’s sole cost and expense) at any time during
the Term and subject to the provisions of this Section 17.02, to utilize a reasonable and available portion of the roof of the
Building for the installation of a microwave dish, or other communications equipment and antenna for Tenant’s use (the “Rooftop
Equipment”). Tenant acknowledges and agrees that the Rooftop Equipment shall constitute a Tenant Change and shall be
subject to the terms and conditions of Article 12. In furtherance of the foregoing, Tenant shall furnish detailed plans and specifications
for the Rooftop Equipment, and all wires, lines, pipe conduits, and other apparatus in connection with the Rooftop Equipment,
to Landlord for its prior approval, which approval shall not be unreasonably withheld, conditioned or delayed, provided Landlord
may condition its consent by requirement that the Rooftop Equipment be adequately screened (at Tenant’s sole cost and expense)
at such location(s) designated by Landlord on which Rooftop Equipment may be located. The Rooftop Equipment shall, upon approval
of Tenant’s plans and specifications, be installed by Tenant, at Tenant’s expense. Such cost and expense shall include
processing and obtaining any necessary permits and/or approvals required by governmental authorities in connection with such installation.
Tenant shall comply with all applicable Laws in connection with the installation and maintenance of the Rooftop Equipment, and
all lines, wiring, pipes, conduits, and other apparatus in connection therewith, and Tenant shall keep the Demised Premises, Building
and Land free and clear from any liens arising from or related to the installation, maintenance and repair thereof. Any wires,
lines, conduits, or other physical connections between the Rooftop Equipment and the Demised Premises shall be concealed within
the permanent walls, floors, columns and ceilings of the Building and in the shafts of the Building provided for such installations,
not damaging the appearance of the Building or reducing the usable or rentable space of the Building. Upon completion of such
installation, maintenance or repair (initially and from time to time), Tenant shall restore such portions of the Building to a
condition reasonably comparable to that existing prior to such installation or maintenance. Tenant shall be responsible for procuring
whatever approvals, licenses, or permits may be required for the installation and use of the Rooftop Equipment and the related
support systems or operation of any equipment served thereby, and Landlord makes no warranties whatsoever as to the permissibility
of such systems under applicable laws. Upon termination or expiration of this Lease, Tenant shall have the right to cause the
Rooftop Equipment to remain at the Building, or to remove the Rooftop Equipment and any lines, wires, conduits, pipes or other
apparatus installed in connection therewith, at Tenant’s expense, and Tenant shall repair and restore the Land and Building
to a condition comparable to the existing prior to the installation of the Rooftop Equipment. Landlord reserves the right to relocate
the Rooftop Equipment at Landlord’s sole expense, provided such relocation shall have no adverse impact on the operations
of the Rooftop Equipment or interfere with the operation or availability of the same to Tenant. Tenant shall be solely responsible
for all charges, if any, resulting from the operation of the Rooftop Equipment. In addition, Tenant shall have the right, without
additional charge, to use available vertical risers, horizontal pathways for the placement of fiber and other telecommunications
/ security cables, and Landlord shall not permit interference with reception or use of Tenant’s installations.


 




    31


     


    

  


Article
18



ACCESS


 


18.01 Landlord
or Landlord’s agent shall have the right upon at least forty-eight (48) hours’ prior written request (except in emergency)
to enter and/or pass through the Demised Premises or any part thereof, at reasonable times during reasonable hours, (i) to examine
the Demised Premises and to show them to the holders of superior mortgages, prospective purchasers or mortgagees of the Building
as an entirety and, during the twelve (12) months prior to the Expiration Date, to prospective tenants; and (ii) for the purpose
of making such repairs or changes as may be provided for by this Lease to be performed by Landlord or as may be mutually agreed
upon by the parties or as Landlord may be required to make by Law. Landlord shall be allowed to take all materials into and upon
the Demised Premises that may be required for such repairs, changes, repainting, or maintenance, without liability to Tenant but
Landlord shall not unreasonably interfere with Tenant’s use of the Demised Premises. Landlord shall also have the right
to enter on and/or pass through the Demised Premises, or any part thereof, at such times as such entry shall be required by circumstances
of emergency affecting the Demised Premises or the Building.


 


18.02 Except
in the event of an emergency, Tenant shall have the right to have a representative present at all times during such access and
Landlord shall not have the right to access Tenant’s clean room, manufacturing facilities or research and development areas,
or such other areas as contain proprietary or confidential information unless in connection with the sale, financing or refinancing
of the Property, in which event Landlord shall provide no less than five (5) Building Days’ prior notice to Tenant and any
such inspection shall occur at a mutually convenient time with a representative of Tenant present at all times.


 


Article
19



NOTICE OF ACCIDENTS


 


19.01 Tenant
shall use commercially reasonable efforts to give notice to Landlord, promptly after Tenant learns thereof, of (i) any material
accident in or about the Demised Premises; (ii) [Intentionally Omitted]; (iii) all damage to or defects in the Demised Premises,
including the fixtures, equipment, and appurtenances thereof, for the repair of which Landlord might be responsible; and (iv)
all material damage to or material defects in any parts or appurtenances of the Building’s sanitary, electrical, heating,
ventilating, air-conditioning, elevator, and other systems located in or passing through the Demised Premises or any part thereof
or any part of the Building.


 




    32


     


    

  


Article
20



NON-LIABILITY; INDEMNIFICATION


 


20.01 Neither
Landlord nor any agent or employee of Landlord shall be liable to Tenant for any injury or damage to Tenant or to any other person
or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or of any other person, irrespective of the cause
of such injury, damage, or loss, except to the extent of the negligence or willful misconduct of Landlord or its agents, contractors,
employees or representatives.


 


20.02 Except
to the extent due to or caused by the negligence or any willful misconduct of Landlord or its agents, contractors, employees or
representatives, Tenant shall indemnify, defend and save Landlord harmless against and from all liabilities, claims, suits, fines,
penalties, damages, losses, fees, costs and expenses (including reasonable attorneys’ fees) payable to third parties which
may be imposed upon or asserted against Landlord by reason of (a) Any work or thing done in, on or about the Demised Premises
or any part thereof by or on behalf of Tenant; (b) Any use, occupation, condition, operation of the Demised Premises or any part
thereof; (c) Any act or omission on the part of Tenant or any subtenant or any employees, licenses or invitees within the Building,
or upon the Land, or in, on or about any street, alley, sidewalk, curb, vault, passageway or space adjacent thereto; (d) Any accident,
injury (including death) or damage to any third party or property owned by someone other than Tenant and not under the care, custody
or control of Tenant occurring in, on or about the Demised Premises or any part thereof, the Building, or upon the Land, except
to the extent caused by Landlord, its agents or employees; and (e) Any failure on the part of Tenant to perform or comply with
any of the covenants, agreements, terms or conditions contained in this Lease. Tenant’s indemnity and hold harmless obligations
hereunder include, but are not limited to, any costs, fees or expenses incurred by Landlord (including reasonable attorneys’
fees) in defending against third party claims or in asserting claims against Tenant for breach of any provision of this Lease.


 


The
provisions of this Section 20.02 shall survive the expiration or earlier termination of this Lease.


 


20.03 Except
as otherwise expressly provided in this Lease, this Lease and the obligations of Tenant hereunder shall be in no way affected,
impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease
by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national
or other public emergency or shortages of fuel supplies or labor resulting therefrom, or other like cause beyond Landlord’s
reasonable control.


 


20.04 Except
to the extent due to or caused by the negligence or any willful misconduct of Tenant or its agents, contractors, employees or
representatives, Landlord shall indemnify, defend and save Tenant harmless against and from all liabilities, claims, suits, fines,
penalties, damages, losses, fees, costs and expenses (including reasonable attorneys’ fees) payable to third parties which
may be imposed upon or asserted against Landlord by reason of (a) Any work or thing done in, on or about the Demised Premises
or any part thereof by or on behalf of Landlord; (b) Any act or omission on the part of Landlord or any employees, licenses or
invitees thereof within the Building, or upon the Land, or in, on or about any street, alley, sidewalk, curb, vault, passageway
or space adjacent thereto; and (c) Any failure on the part of Landlord to perform or comply with any of the covenants, agreements,
terms or conditions contained in this Lease. Landlord’s indemnity and hold harmless obligations hereunder include, but are
not limited to, any costs, fees or expenses incurred by Tenant (including reasonable attorneys’ fees) in defending against
third party claims or in asserting claims against Landlord for breach of any provision of this Lease.


 




    33


     


    

  


The
provisions of this Section 20.04 shall survive the expiration or earlier termination of this Lease.


 


Article
21



DESTRUCTION OR DAMAGE


 


21.01 All
proceeds (except business interruption insurance proceeds not allocated to Rent expenses) payable by reason of any property loss,
damage, or destruction of or to the Demised Premises by fire or other casualty, or any portion thereof, under any property policy
of insurance required to be carried hereunder, shall be paid to Landlord’s mortgagee if required under any Landlord mortgage,
if any (or if none, to a mutually acceptable escrow agent (the “Escrow Agent”)), to be held in trust for purpose
of restoration of the Demised Premises and made available to Tenant upon request and subject to and in accordance with Landlord
mortgagee’s customary procedures, or if there is no Landlord mortgagee, by Escrow Agent pursuant to the terms of this Article
21, for the reasonable costs of preservation, stabilization, emergency restoration business interruption (other than any amount
allocated to Rent expenses), reconstruction and repair, as the case may be, of any damage to or destruction of the Demised Premises,
or any portion thereof; provided, however, that the portion of such proceeds that are attributable to Tenant’s obligation
to pay Rent shall be applied against Rent due by Tenant hereunder. All proceeds paid to Tenant shall be used first for the repair
of any damage to the Demised Premises (other than such payment of Rent). Any of excess proceeds of insurance remaining after the
completion of the restoration or reconstruction of the Demised Premises to substantially the same condition as existed immediately
before the damage or destruction and with materials and workmanship of like kind and quality and to Landlord’s reasonable
satisfaction shall be paid to Tenant. All salvage resulting from any risk covered by insurance for damage or loss to the Demised
Premises shall belong to Tenant. Tenant shall have the right to prosecute and settle insurance claims, provided that Tenant shall,
upon Landlord’s written request, consult with and reasonably involve Landlord in the process of adjusting any insurance
claims under this Section.


 




    34


     


    

 


21.02 Subject
to the customary provisions of any Landlord mortgage, and subject to the terms of this Section, Landlord mortgagee shall make
available to Tenant the insurance proceeds (net of all reasonable administrative and collection costs, including reasonable attorneys’
fees) paid by Tenant’s insurance for such repair and rebuilding of the Demised Premises as it progresses (other than business
interruption proceeds to be applied to Rent as aforesaid). Payments shall be made against certification of the architect responsible
for the supervision of the repairs and rebuilding that the work had been performed substantially in conformance with the approved
plans and specifications therefor and the value of the work in place is equal to not less than one hundred ten percent (110%)
of the aggregate amount advanced by Landlord’s mortgagee or the Escrow Agent for the payment of such work. Prior to commencing
the repairing and rebuilding, Tenant shall deliver to Landlord for Landlord’s approval, which shall not be unreasonably
withheld, conditioned or delayed a schedule setting forth the estimated monthly draws for such work. If the Demised Premises is
damaged by fire or other casualty, whether or not from a risk covered by insurance, Tenant shall give Landlord prompt written
notice thereof, and within thirty (30) days after the occurrence of the casualty, Tenant shall provide Landlord with a notice
detailing Tenant’s good faith estimate, based on consultations with and supported by reports and recommendations of qualified
architects and contractors, of the length of time (the “Estimated Repair Period”) that it will take following
commencement of construction to complete the reconstruction, restoration and repair of the Demised Premises, using customary construction
techniques and assuming normal working conditions and work schedules, to reconstruct, restore or repair the Demised Premises in
accordance with the terms of this Section to a condition as near as reasonably possible to the condition that existed immediately
prior to such fire or other casualty, except for ordinary wear and tear. Rent shall continue unabated until the date of termination.
Tenant waives any statutory rights of termination which may arise by reason of any damage or destruction of the Demised Premises
but such waiver shall not affect any contractual rights granted to Tenant under this Section


 


21.03 Subject
to Section 21.05, Tenant shall, at its expense regardless of the amount of any such damage or destruction and whether or
not the insurance proceeds attributable such damage or destruction made available to Tenant, if any, shall be sufficient for the
purpose, cause the Demised Premises to be repaired, restored and replaced in accordance with all Law, this Section 21 as expeditiously
as practicable using reasonable diligence to a condition as nearly as practicable to that which existed immediately prior to occurrence
of the fire or other casualty and otherwise in a good workmanlike manner, using new materials of like quality.


 


21.04 No
damage or destruction of the Demised Premises as a result of fire or any other hazard, risk or casualty whatsoever shall relieve
Tenant from Tenant’s liability to pay the full Rent payable under this Lease, except as expressly set forth herein.


 


21.05 Notwithstanding
the foregoing, if (i) the Demised Premises are substantially damaged (to the extent of twenty-five (25%) percent or more of the
replacement cost, as certified by Tenant’s architect or engineer) or rendered wholly unusable, by fire or other casualty,
and the Estimated Repair Period is more than one hundred twenty (120) days within the last twelve (12) months of the Term or (ii)
Tenant does not receive sufficient insurance proceeds to perform the restoration obligations hereunder despite its using best
efforts to receive same, provided (a) Tenant carried all required insurance hereunder and is not otherwise in default under this
Lease beyond any applicable grace or cure periods, and (b) Landlord is unable to provide sufficient supplemental insurance proceeds
(less any costs for premiums or deductibles of Landlord under such policy(ies), the costs of which shall be paid for by Tenant,
as Additional Rent hereunder within 30 days after demand by Landlord in the event that any such insurance proceeds are required
pursuant to this Section 21.01) to reconcile any deficiencies from Tenant’s insurance proceeds (less any deductibles or
insurance premiums) in order for Tenant to perform the restoration obligations hereunder, then in either such event, Tenant may
elect to terminate the Lease by written notice to Landlord given within thirty (30) days after such fire or casualty. In such
event, the date for the expiration of this Lease shall be the date in which Landlord is paid by Tenant the net insurance proceeds
received by Tenant with respect thereto. Upon such date, the Term shall expire as fully and completely as if it were the Expiration
Date. Any Rent owing shall be paid up to such termination date, and any payments of Rent made by Tenant that were on account of
any period subsequent to such date shall be returned to Tenant.


 




    35


     


    

  


21.06 The
provisions of this Lease, including this Section constitute an express agreement between Landlord and Tenant with respect to any
and all damage to, or destruction of, all or any part of the Demised Premises, and any Law with respect to any rights or obligations
concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws
now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Demised
Premises.


 


Article
22



EMINENT DOMAIN


 


22.01 Tenant
and Landlord shall promptly give the other written notice upon knowledge of the actual or threatened commencement of any condemnation
or eminent domain proceeding or other governmental taking affecting the Demised Premises, and, to the extent not otherwise received,
shall deliver to the other copies of any and all material papers served in connection therewith. Subject to the remainder of this
Section if during the Term all or any part of the Demised Premises shall be taken for any public or any quasi-public use under
any statute or by right of eminent domain or by private purchase in lieu thereof, all compensation awarded or paid as a result
thereof shall belong to and be the property of Landlord without any participation by Tenant and without any deduction therefrom
for any estate hereby vested in or owned by Tenant and Tenant hereby irrevocably assigns to Landlord any award or payment to which
Tenant may be or become entitled by reason of any taking of the Demised Premises or any part thereof, subject to the other provisions
of this Section. Landlord shall have the exclusive power to collect, receive and retain any such award proceeds and to make any
compromise or settlement in connection with such award, subject to Landlord’s making available any award for Tenant’s
restoration obligations hereunder and subject to Landlord using good faith and reasonably diligent efforts to collect as many
award proceeds as reasonably possible. Nothing herein shall be deemed to preclude Tenant from prosecuting any claim directly against
the condemning authority in such condemnation proceeding for loss of business or depreciation to, damage to or cost of removal
of, or for value of, stock, trade fixtures, furniture, machinery, equipment and other personal property belonging to Tenant, provided
that no such claim shall diminish or otherwise adversely affect Landlord’s award. Tenant agrees to execute any and all further
commercially reasonable documents that may be required in order to facilitate collection by Landlord of any and all awards. Tenant,
in cooperation with Landlord, shall have the right to participate in any condemnation proceedings for the purpose of protecting
Tenant’s interest hereunder.


 




    36


     


    

 


22.02 If
during the Term all or substantially all of the Demised Premises shall be taken for any public or any quasi-public use under any
statute or by right of eminent domain or by private purchase in lieu thereof the entire Premises or any substantial portion of
the Demised Premises which is sufficient to render the remaining portion of the Demised Premises thereof unsuitable to be operated
on a commercially practicable basis as it was immediately prior to such taking, taking into account, among other relevant factors,
the amount of square footage and estimated revenue affected by such taking, as determined by Tenant in its reasonable discretion,
then Tenant shall, not later than thirty (30) days after any such taking, give notice to Landlord of its intention to terminate
this Lease on any business day specified in such notice which occurs not less than sixty (60) nor more than one hundred eighty
(180) days after such taking. In such event, this Lease shall terminate on the date set forth in the notice provided by Tenant
and upon such termination neither party shall have any obligation to the other under this Lease. Without limiting the foregoing,
a taking of substantially all of the Demised Premises under this Section shall be deemed to have occurred if (i) fifty percent
(50%) or more of the square footage of the Demised Premises shall have been subject to a taking, or (ii) there shall have been
a loss of access, ingress or egress, parking capacity or any other appurtenance necessary for the operation of the Demised Premises
substantially in the manner in which it had previously been operated and there is no reasonably equivalent replacement therefor.


 


22.03 If
during the Term all or any part of the Demised Premises shall be taken for any public or any quasi-public use under any statute
or by right of eminent domain or by private purchase in lieu thereof and if the Lease is not terminated pursuant to Section 22.02
as expressly provided in Section 22.02, then this Lease shall continue in full effect without abatement or reduction of Rent or
other sums payable by Tenant under this Lease (except to the limited extent provided below), notwithstanding such taking or private
purchase. Tenant shall, promptly after any such taking and at its expense (regardless of whether any awards are available as a
result of such taking), repair any damage caused by any such taking in accordance with this Section 22 so that, after the completion
of such repair, the Demised Premises shall be, as nearly as possible, in a condition as good as the condition thereof immediately
prior to such taking, except for ordinary wear and tear. In the event of any such lesser taking as described in this Section 22.03,
all of the net award collected by Landlord pursuant to Section 22.01 shall be held by Landlord or Landlord’s Mortgagee and
applied and paid over toward the cost of repair of damage due to such taking against certificates of Tenant, signed by an authorized
officer of Tenant, delivered to Landlord from time to time as such repair progresses or is completed, each such certificate describing
such repair for which Tenant is requesting payment, the cost incurred by Tenant in connection therewith and stating that Tenant
has not theretofore received payment for such repair. If such proceeds are not made available to Tenant, Tenant shall have the
right to offset the cost of such repair up to the amount of net proceeds not paid against future payments of Fixed Rent. If the
cost of repairs shall exceed the net award collected by Landlord, Landlord and Tenant shall each bear fifty percent (50%) of the
cost of the deficiency. Any balance remaining in the hands of Landlord after payment of such costs of demolition, repair and restoration
shall be split by Landlord and Tenant such that Tenant shall retain an amount equal to such balance multiplied by a fraction,
where the numerator is the number of years remaining in the Term divided by the number of years of the Term and the Landlord shall
retain the remainder of such balance.


 


22.04 If
the use or occupancy of the Demised Premises or any portion thereof shall be temporarily requisitioned by any governmental authority,
civil or military, then this Lease shall continue in full effect notwithstanding such requisition, without abatement or reduction
of Rent or other sums payable by Tenant hereunder, and Tenant shall be entitled to receive the entire net award payable by reason
of such temporary requisition.


 


22.05 Any
dispute which may arise between the parties with respect to the meaning or application of any of the provisions of this Article
shall be determined by arbitration in the manner provided in Article 34.


 




    37


     


    

  


Article
23



SURRENDER


 


23.01 On
the last day of the Term, or upon any earlier termination of this Lease, or upon any re-entry by Landlord upon the Demised Premises
as a result of Tenant’s default beyond all applicable notice and cure periods, Tenant shall quit and surrender the Demised
Premises to Landlord in the condition in which it is required to maintain the Demised Premises hereunder, and shall remove all
of Tenant’s Property therefrom except as otherwise expressly provided in this Lease but shall not be required to remove
any of Tenant Improvements or Tenant’s Changes. If Tenant fails to perform any restoration required of it under this Lease
on or before the last day of the Term or within five (5) days following its earlier termination, Landlord, at Landlord’s
option, may perform any restoration obligation of Tenant at Tenant’s expense and, upon written demand, Tenant shall reimburse
Landlord for its out-of-pocket costs incurred with respect thereto. The provisions of this Article 23 shall survive the expiration
or sooner termination of this Lease.


 


Article
24



INSOLVENCY OF TENANT


 


24.01 This
Lease and the Term and estate hereby granted are subject to the limitation that whenever Tenant shall make an assignment of the
property of Tenant for the benefit of creditors, or shall file a voluntary petition under any bankruptcy or insolvency law, or
an involuntary petition alleging an act of bankruptcy or insolvency shall be filed against Tenant under any bankruptcy or insolvency
law, or whenever a petition shall be filed by or against Tenant under the reorganization provisions of the United States Bankruptcy
Code or under the provisions of any law of like import or whenever a petition shall be filed by Tenant under the arrangement provisions
of any law of like import, whenever a permanent receiver of Tenant or of or for the property of Tenant shall be appointed, then
Landlord, (a) at any time of receipt of notice of the occurrence of any such event, or (b) if such event occurs without the acquiescence
of Tenant, at any time after the event continues for sixty (60) days, Landlord may give Tenant a notice of intention to end the
Term of this Lease at the expiration of ten (10) days from the date of service of such notice of intention, and upon the expiration
of said ten (10) day period this Lease and the Term and estate hereby granted, whether or not the Term shall theretofore have
commenced, shall terminate with the same effect as if that day were the Expiration Date, but Tenant shall remain liable for damages
as provided in Article 26.


 


Article
25



EVENTS OF DEFAULT


 


25.01 Each
of the following events shall constitute an event of default (“Event of Default”) under this Lease:


 


(a) If
Tenant fails to pay the Fixed Rent or any other monetary obligation of Tenant under this Lease in full within five (5) Building
Days (excluding Saturdays) after Landlord shall have given to Tenant a written notice specifying the same; or


 




    38


     


    

  


(b) If
Tenant, contrary to the provisions of this Lease, shall sell, assign, mortgage or otherwise transfer this Lease, or sublet the
Demised Premises or any part thereof, or use or permit the same to be used by any other person or entity, or if the estate hereby
granted or the unexpired balance of the Term hereof would, by operation of law or otherwise, devolve upon or pass to any person,
firm, or corporation other than Tenant, except as expressly permitted by Article 8, which default shall not be cured within ten
(10) Building Days (excluding Saturdays) after Landlord shall have given to Tenant a written notice specifying the same; or


 


(c) If
the Demised Premises shall be deserted or abandoned during the Term hereof for a period of more than thirty (30) consecutive days
(except in the event of casualty) and Tenant fails to maintain the Demised Premises as required hereunder; or


 


(d) If
Tenant shall default in the timely payment of Fixed Rent and any such default shall continue to be repeated for a total of four
(4) months in any period of twelve (12) months, or more than three (3) times in any six (6) month period, then, notwithstanding
that such defaults shall have each been cured within the applicable period, any similar default during such period shall be deemed
to be deliberate and Landlord may thereafter serve a notice of termination upon Tenant without affording to Tenant opportunity
to cure such default; or


 


(e) If
Tenant fails to comply with or otherwise violates any other provision or condition of this Lease other than those set forth above,
and (i) such default shall continue and shall not be remedied by Tenant, within thirty (30) days after Landlord shall have given
to Tenant a written notice specifying the same or (ii) with respect to a default which cannot with due diligence be cured within
such of thirty (30) days if Tenant fails to: (1) within such thirty (30) day period, advise Landlord of Tenant’s intention
to duly institute all steps necessary to remedy such default; (2) duly institute within such thirty (30) day period, and thereafter
diligently prosecute to completion all steps necessary to remedy the same; and (3) complete such remedy within such time after
the date of giving of said notice to Landlord as shall reasonably be necessary.


 


Article
26



REMEDIES OF LANDLORD


 


26.01 If
an Event of Default occurs, then Landlord may, upon five (5) Building Days’ (excluding Saturdays) written notice to Tenant,
cancel and terminate this Lease or Tenant’s right to possession, and at the expiration of such five (5) Building Day period,
Tenant shall then immediately quit, vacate and surrender the Demised Premises to Landlord, failing which, Landlord may recover
possession pursuant to applicable law, and Tenant shall remain liable for damages as provided in this Lease, to include but not
be limited to damages as provided in Article 27.


 


26.02 If
an Event of Default occurs, then in addition to Landlord’s right of termination under Section 26.01, Landlord, in addition
to all other rights and remedies provided by or permitted by law or elsewhere conferred in this Lease, and whether or not Landlord
has terminated this Lease, shall have the remedies provided in this Section 26.02, which remedies shall be cumulative and available
to Landlord, without further notice of any kind:


  


(i) Landlord
may, at its option and without further notice, re-enter the Demised Premises and dispossess Tenant and any legal representative
or successor of Tenant, or other occupant of the Demised Premises, by summary proceedings or any appropriate suit, action or proceedings,
or by force or otherwise, without being liable to indictment, prosecution or damages therefor, and remove Tenant’s property,
assets and effects from the Demised Premises and hold the Demised Premises as if this Lease had not been made, Tenant hereby expressly
waiving service of notice of intention to re-enter or to institute legal proceedings to that end.


 






    39


     


    

 


(ii) Landlord
shall be entitled to recover, and Tenant shall pay to Landlord, the Fixed Rent payable by Tenant to Landlord up to the time of
any such termination of this Lease, or of any such re-entry or recovery of possession of the Demised Premises by Landlord, as
the case may be.


 


(iii) Landlord
shall use commercially reasonable efforts to mitigate its damages and shall at any time and from time to time, use commercially
reasonable efforts to relet the Demised Premises, in whole or part, as agent for Tenant or in Landlord’s own name, for a
term or terms which, at Landlord’s option, may be for the remainder of the then current Term of this Lease, or for any longer
or shorter period, and may cause the Demised Premises to be redecorated, altered, divided, consolidated with other adjoining premises,
or otherwise changed or prepared for reletting.


 


(iv) Landlord
shall be entitled to recover, and Tenant shall be obligated to and shall pay to Landlord, damages, upon written demand, as provided
in Article 27.


 


26.03 In
the event of a breach or threatened breach by Tenant of any of their respective obligations under this Lease, Landlord shall also
have the right of injunction. The special remedies provided in this Lease are cumulative and are not intended to be exclusive
of any other remedies or means of redress to which Landlord may lawfully be entitled at any time.


 


26.04 If
this Lease shall terminate under the provisions of Article 24, or if Landlord shall re-enter the Demised Premises under the provisions
of this Article, or in the event of any termination of this Lease by reason of default hereunder on the part of Tenant, Landlord
shall be entitled to retain all moneys, if any, paid by Tenant to Landlord, whether as advance rent, security, or otherwise, but
such moneys shall be credited by Landlord against any Fixed Rent due from Tenant at the time of such termination or re-entry and
against any damages payable by Tenant under this Lease or pursuant to law.


 


26.05 Tenant
hereby expressly waives any and all rights of redemption granted by or under any present or future Laws in the event of Tenant
being evicted or dispossessed for any cause, or in the event of Landlord obtaining possession of the Demised Premises by reason
of the violation by Tenant of any of the terms, covenants, conditions or agreements of this Lease or as a result of Landlord terminating
this Lease.


 




    40


     


    

  


Article
27



DAMAGES


 


27.01 If
this Lease is terminated under the provisions of Article 24, or if Landlord shall re-enter the Demised Premises or terminate this
Lease under the provisions of Article 26, Tenant shall pay to Landlord as damages, at the election of Landlord, either:


 


(a) A
sum which at the time of such termination of this Lease or at the time of any such re-entry by Landlord, as the case may be, represents
the then value of the excess, if any, of (i) the aggregate of the Fixed Rent payable hereunder which would have been payable by
Tenant for the period commencing with such earlier termination of this Lease or the date of any such re-entry, as the case may
be, and ending with the Expiration Date, had this Lease not so terminated or had Landlord not so re-entered the Demised Premises,
over (ii) the aggregate fair rental value of the Demised Premises for the same period, both discounted to present value using
a discount rate of four (4%) percent per annum; or


 


(b) Sums
equal to the Fixed Rent payable hereunder which would have been payable by Tenant had this Lease not so terminated, or had Landlord
not so re-entered the Demised Premises, payable upon the due dates therefor specified herein following such termination or such
re-entry and until the Expiration Date, provided, however, that if Landlord shall relet the Demised Premises during said period,
Landlord shall credit Tenant with the net rents received by Landlord from such reletting. The net rents will be determined by
first deducting from the gross rents as and when received by Landlord from such reletting, all reasonable, actual out-of-pocket
expenses incurred or paid by Landlord in terminating this Lease or in re-entering the Demised Premises and in securing possession
thereof, as well as the expenses of reletting, including altering and preparing the Demised Premises for new tenants, brokers’
commissions, and all other expenses properly chargeable against the Demised Premises and the rental therefrom. Any such reletting
may be for a period shorter or longer than the remaining Term of this Lease; but in no event shall Tenant be entitled to receive
any excess of such net rents over the sums payable by Tenant to Landlord hereunder, nor shall Tenant be entitled in any suit for
the collection of damages pursuant to this Subsection to a credit in respect of any net rents from a reletting, except to the
extent that such net rents are actually received by Landlord. Landlord shall not be liable in any way whatsoever for failure to
relet the Demised Premises, or in the event that the Demised Premises are relet, for failure to collect rent thereof under such
reletting, except to the extent Landlord breaches its obligations under Section 26.02(iii). If the Demised Premises or any part
thereof should be relet in combination with other space, then proper apportionment on a square foot basis shall be made of the
rent received from such reletting and of the expenses of reletting.


 


If
the Demised Premises or any part thereof are relet by Landlord in connection with an arms-length transaction for the unexpired
portion of the Term, or any part thereof, then, in any proceeding before any court, commission or tribunal, the amount of rent
reserved upon such reletting shall, prima facie, be the fair and reasonable rental value for the Demised Premises, or part thereof,
so relet during the term of the reletting.


 




    41


     


    

 


27.02 Suit
or suits for the recovery of Landlord’s damages, or any installments thereof, may be brought by Landlord from time to time
at its election, and nothing contained herein shall be deemed to require Landlord to postpone suit until the date when the Term
Lease would have expired if it had not been so terminated under the provisions of Articles 24 and 26, or under any provision of
law, or had Landlord not re-entered the Demised Premises. Nothing herein contained shall be construed to limit or preclude recovery
by Landlord against Tenant of any sums or damages to which, in addition to the damages particularly provided above, Landlord may
lawfully be entitled by reason of any default hereunder on the part of Tenant. Nothing herein contained shall be construed to
limit or prejudice the right of Landlord to seek and obtain as liquidated damages by reason of the termination of this Lease or
re-entry on the Demised Premises for the default of Tenant under this Lease, an amount equal to the maximum allowed by any statute
or rule of law in effect at the time when, and governing the proceedings in which, such damages are to be proved whether or not
such amount be greater, equal to, or less than any of the sums referred to in Section 27.01. Notwithstanding the foregoing, and
except as otherwise provided in Article 41, Tenant shall have no liability to Landlord for any consequential, special or punitive
damages, including lost profits.


 


27.03 In
the event of any actual or anticipatory breach by Tenant of any of Tenant’s obligations under this Lease, then, in addition
to the foregoing and without regard to whether this Lease is terminated, Tenant shall be obligated to pay to Landlord upon demand,
all costs and expenses incurred by Landlord, including reasonable attorney’s fees, with respect to any lawsuit, arbitration
or other proceeding instituted or defended or any action taken by Landlord to enforce all or any of the provisions of this Lease
to the extent Landlord is the prevailing party.


 


Article
28



WAIVERS


 


28.01 In
the event that Tenant is in arrears in the payment of Fixed Rent or any other sums due hereunder beyond any applicable notice
or cure periods, Tenant hereby waives Tenant’s right, if any, to designate the items against which any payments made by
Tenant are to be credited, and Tenant agrees that Landlord may apply any payments made by Tenant to any items it sees fit, irrespective
of and notwithstanding any designation or request by Tenant as to the items against which any such payments shall be credited.


 


28.02 Landlord
and Tenant each hereby waive trial by jury in any action, proceeding or counterclaim brought by either against the other on any
matter whatsoever arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant, Tenant’s
use or occupancy of the Demised Premises, including any claim of injury or damage, or any emergency or other statutory remedy
with respect thereto.


 


28.03 In
the event Tenant is in arrears in the payment of Fixed Rent or any additional Rent due hereunder beyond any applicable notice
or cure periods, Tenant hereby waives Tenant’s right under N.J.S.A. 2A:18-60 to remove any action for non-payment
of Fixed Rent or any additional Rent brought by Landlord under N.J. S.A. 2A: 18-53.


 




    42


     


    

 


28.04 The
provisions in Articles 16 and 17 shall be considered express agreements governing the services to be furnished by Landlord, and
Tenant agrees that any Laws and/or requirements of public authorities, now or hereafter in force, shall have no application in
connection with any enlargement of Landlord’s obligations with respect to such services.


 


Article
29



NO OTHER WAIVERS OR MODIFICATIONS


 


29.01 The
failure of either party to insist in any one or more instances upon the strict performance of any one or more of the obligations
of this Lease, or to exercise any election herein contained, shall not be construed as a waiver or relinquishment for the future
of the performance of such one or more obligations of this Lease or of the right to exercise such election, but the same shall
continue and remain in full force and effect with respect to any subsequent breach, act, or omission. No executory agreement hereafter
made between Landlord and Tenant shall be effective to change, modify, waive, release, discharge, terminate or effect an abandonment
of this Lease, in whole or in part, unless such executory agreement is in writing, refers expressly to this Lease and is signed
by the party against whom enforcement of the change, modification, waiver, release, discharge, or termination of effectuation
of the abandonment is sought.


 


29.02 Without
limiting Section 29.01, the following provisions shall also apply:


 


(a) No
agreement to accept a surrender of all or any part of the Demised Premises before the Expiration Date shall be valid unless in
writing and signed by Landlord. The delivery of keys to an employee of Landlord or of its agent shall not operate as a termination
of this Lease or a surrender of the Demised Premises. If Tenant shall at any time request Landlord to sublet the Demised Premises
for Tenant’s account, Landlord or its agent is authorized to receive said keys for such purposes without releasing Tenant
from any of its obligations under this Lease, and Tenant hereby releases Landlord from any liability for loss or damage to any
of Tenant’s property in connection with such subletting.


 


(b) The
receipt by Landlord of rent with knowledge of breach of any obligation of this Lease shall not be deemed a waiver of such breach.


 


(c) No
payment by Tenant or receipt by Landlord of a lesser amount than the correct Fixed Rent due hereunder shall be deemed to be other
than a payment on account, nor shall any endorsement or statement on any check or any letter accompanying any check or payment
be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right
to recover the balance or pursue any other remedy in this Lease or at law provided.


 


Article
30



CURING TENANT’S DEFAULTS


 


30.01 If,
prior to the expiration or sooner termination of this Lease, Tenant shall default in the performance of any of Tenant’s
obligations under this Lease, Landlord, without thereby waiving such default, may (but shall not be obligated to) perform the
same for the account and at the expense of Tenant, only if such default continues after the expiration of the applicable grace
period provided in this Lease for cure of such default.


 




    43


     


    

 


30.02 Bills,
invoices and purchase orders for any and all costs, charges, and expenses incurred by Landlord in connection with any such performance
by it for the account of Tenant, including reasonable counsel fees involved in collecting or endeavoring to collect the Fixed
Rent or any additional Rent or any part thereof after expiration of all applicable notice and cure periods, or enforcing or endeavoring
to enforce any rights against Tenant after expiration of all applicable notice and cure periods, under or in connection with this
Lease, or pursuant to law, including any such cost, expense, and disbursement involved in instituting and prosecuting summary
proceedings, may be sent by Landlord to Tenant monthly, or immediately, at Landlord’s option, and, shall be due and payable
in accordance with the terms of such bills.


 


Article
31



BROKER


 


31.01 Tenant
covenants, warrants, and represents that there was no broker except Broker (if any, as set forth in the Preamble) who was instrumental
in consummating this Lease, and that no conversations or negotiations were had with any broker except Broker concerning the leasing
of the Demised Premises. Tenant agrees to hold Landlord harmless from and against any claims for a brokerage commission arising
out of any conversations or negotiations had by Tenant with any broker except Broker.


 


31.02 Landlord
covenants, warrants and represents that there was no broker except Broker (if any, as set forth in the Preamble) who was instrumental
in consummating this Lease and that no conversations or negotiations were had with any broker except Broker concerning the leasing
of the Demised Premises. Landlord agrees to hold Tenant harmless from and against any claims for a brokerage commission arising
out of any conversations or negotiations had by Landlord with any broker including Broker. Landlord agrees to pay Broker pursuant
to a separate agreement.


 


Article
32



NOTICES


 


32.01 Any
notice, statement, demand, or other communications required or permitted to be given, rendered, or made by either party to the
other, pursuant to this Lease or pursuant to any applicable law or requirement of public authority, shall be in writing (whether
or not so stated elsewhere in this Lease) and shall be deemed to have been properly given, rendered or made, if sent by registered
or certified mail, return receipt requested, or nationally recognized overnight courier service, addressed to the parties as hereinafter
provided, and shall be deemed given upon receipt or rejection of receipt by the addressee. Either party may, by notice as aforesaid,
designate a different address or addresses for notices, statements, demands, or other communications intended for it. In the event
of the cessation of any delivery by mail or by all nationally recognized overnight couriers for any reason, personal delivery
shall be substituted for the aforedescribed method of serving notices.


 


Landlord’s
address for notices or other communications under this Lease is:


  


LSREF4
TURTLE, LLC

c/o Hudson Americas

L.P. 888 7th Ave., 11th Floor

New York, New York 10019

Attn.: Dylan McLaughlin


 






    44


     


    

 


and


 


c/o
Hudson Americas L.P.

2711 North Haskell Avenue, Suite 1800

Dallas, Texas 75204

Attn.: Legal Department


 


With
a copy to:


 


If
by personal delivery or overnight courier:


 


Greenbaum,
Rowe, Smith & Davis LLP

99 Wood Avenue South

Iselin, New Jersey 08830

Attention: Matthew J. Schiller


 


Tenant’s
address for notices or other communications under this Lease is:


 


33
Technology Drive, Suite 2B

Warren, New Jersey 07059

Attn: General Counsel


 


With
a copy to:


 


Jones
Day

77 West Wacker Drive, Suite 3500

Chicago, IL 60601

Attn: Brian L. Sedlak


 






    45


     


    

 


Article
33



ESTOPPEL CERTIFICATE


  


33.01 Landlord
and Tenant (as applicable, the “Certifying Party”) each agrees, when requested by the other party hereto (the
“Requesting Party”), to execute and deliver to the Requesting Party or its designee a statement (i) certifying
that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force
and effect as modified and stating the modifications), (ii) certifying the dates to which the Fixed Rent have been paid, (iii)
whether any dispute exists with respect thereto and stating whether or not, to the Certifying Party’s actual knowledge,
the Requesting Party is in default in performance of any of its obligations under this Lease, and, if so, specifying each such
default of which the Certifying Party may have knowledge, and (iv) any other information which Requesting Party shall reasonably
require, it being intended that any such statement delivered pursuant hereto may be relied upon by others. Such statement shall
be served upon the Requesting Party by the Certifying Party within ten (10) Building Days (excluding Saturdays) of the Requesting
Party’s request. If the Certifying Party fails to deliver such statement or its objections thereto within such ten (10)
Building Day (excluding Saturdays) period and continues to fail to do so within five (5) Building Days (excluding Saturdays) after
receipt (or rejection) of a second request therefor, then the Certifying Party shall be deemed to have executed the estoppel certificate
as delivered and the Certifying Party hereby grants the Requesting Party a limited power of attorney to sign such estoppel certificate
on behalf of the Certifying Party.


 


Article
34



ARBITRATION


 


34.01 The
parties hereto shall not be deemed to have agreed to determination of any dispute arising out of this Lease by arbitration unless
determination in such manner shall have been specifically provided for in this Lease.


 


34.02 The
party desiring arbitration shall give notice to that effect to the other party and shall in such notice appoint a person as arbitrator
on its behalf. Within ten (10) days, the other party by notice to the original party shall appoint a second person as arbitrator
on its behalf. The arbitrators thus appointed shall appoint a third person, and such three arbitrators shall as promptly as possible
determine such matter, provided, however that:


 


(a) If
the second arbitrator shall not have been appointed as aforesaid, the first arbitrator shall proceed to determine such matter;
and


 


(b) If
the two arbitrators appointed by the parties shall be unable to agree, within ten (10) days after the appointment of the second
arbitrator, upon the appointment of a third arbitrator, they shall give written notice to the parties of such failure to agree,
and, if the parties fail to agree upon the selection of such third arbitrator within ten (10) days after the arbitrators appointed
by the parties give notice as aforesaid, then within five (5) days thereafter either of the parties upon notice to the other party
may request such appointment by the American Arbitration Association (or any organization successor thereto), or in it absence,
refusal, failure, or inability to act, may apply for a court appointment of such arbitrator.


 


34.03 Each
arbitrator shall be a fit and impartial person who shall have had at least five years’ experience in a calling connected
with the matter of dispute and who shall not have represented either party within the prior ten (10) years.


 




    46


     


    

 


34.04 The
arbitration shall be conducted, to the extent consistent with this Article, in accordance with the then prevailing rules of the
American Arbitration Association (or any organization successor thereto). The arbitrators shall render their decision and award,
upon the concurrence of at least two of their number, within thirty (30) days after the appointment of the third arbitrator. Such
decision and award shall be in writing and shall be final and conclusive on the parties, and counterpart copies thereof shall
be delivered to each of the parties. In rendering such decision and award, the arbitrators shall not add to, subtract from, or
otherwise modify the provisions of this Lease. Judgment may be had on the decision and award of the arbitrator(s) so rendered
in any court of competent jurisdiction. Notwithstanding the foregoing, the parties hereto agree that such judgment of the arbitrator
shall not be binding and may be the subject of litigation in the Superior Court of New Jersey if it is alleged that the arbitrator
made a mistake of fact or law.


 


34.05 Each
party shall pay the fees and expenses of the one of the two original arbitrators appointed by or for such party and the fees and
expenses of the third arbitrator and all other expenses of the arbitration (other than the fees and disbursement of attorneys
or witnesses for each party) shall be borne by the parties equally.


 


Article
35



NO OTHER REPRESENTATIONS; CONSTRUCTION; GOVERNING LAW


 


35.01 Tenant
expressly acknowledges and agrees that Landlord has not made and is not making, and Tenant, in executing and delivering this Lease,
is not relying upon any warranties, representations, promises or statements, except to the extent that the same are expressly
set forth in this Lease. It is understood and agreed that all understandings and agreements heretofore had between the parties
are merged in this Lease, which alone fully and completely express their agreements and that the same are entered into after full
investigation, neither party relying upon any statement or representation not embodied in this Lease made by the other.


 


35.02 If
any of the provisions of this Lease, or the application thereof to any person or circumstances, shall, to any extent, be invalid
or unenforceable, the remainder of this Lease, or the application of such provision or provisions to persons or circumstances
other than those as to whom or which it is held invalid or unenforceable, shall not be affected thereby, and every provision of
this Lease shall be valid and enforceable to the fullest extent permitted by law.


 


35.03 This
Lease shall be governed in all respects by the Laws of the State of New Jersey (excluding New Jersey conflict of laws) and by
the state courts of the State of New Jersey.


 






    47


     


    

 


Article
36



SECURITY


 


36.01 Within
thirty (30) calendar days after the Effective Date, Tenant shall deliver to Landlord, as protection for the full and faithful
performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer as a result
of any Event of Default by Tenant under this Lease, an irrevocable and unconditional negotiable standby letter of credit (the
“Letter of Credit”), substantially in the form attached hereto as Exhibit F and containing the terms required
herein, payable upon presentation to the issuing bank (the “Bank”) (which presentation made be accomplished
via facsimile and via nationally recognized courier (i.e., FedEx or UPS)) running in favor of Landlord and issued by a solvent,
nationally recognized bank with a long term investment grade rating (“Rating”) of BBB or higher (by Standard
& Poor’s (“S&P”)) or a Rating of Baa1 or higher (by Moody’s), under the supervision of
the Office of Banking and Insurance of the State of New Jersey, or a national banking association, in the Letter of Credit Amount.
The Letter of Credit shall (a) be “callable” at sight, irrevocable and unconditional, (b) be maintained in effect,
whether through renewal or extension (automatic or otherwise), for the period from the Commencement Date and continuing until
the date (the “LC Expiration Date”) that is ninety (90) days after the expiration of the Term (as the same
may be extended), and Tenant shall deliver a new Letter of Credit or certificate of renewal or extension to Landlord at least
forty-five (45) days prior to the expiration of the Letter of Credit then held by Landlord, without any action whatsoever on the
part of Landlord, (c) be fully assignable by Landlord, its successors and assigns, (d) permit partial draws and multiple presentations
and drawings, and (e) be otherwise subject to the International Standby Practices 1998, International Chamber of Commerce Publication
No. 590. If Tenant exercises any Renewal Option (as defined therein) to extend the Term then, not later than forty-five (45) days
prior to the commencement of the Renewal Term, Tenant shall deliver to Landlord a new Letter of Credit or certificate of renewal
or extension evidencing the LC Expiration Date as ninety (90) days after the expiration of the Renewal Term. The form and terms
of the Letter of Credit shall be substantially on the form attached hereto as Exhibit F. Landlord, or its then managing agent,
shall have the right to draw down an amount up to the face amount of the Letter of Credit if any of the following shall have occurred
or be applicable: (1) such amount is due to Landlord under the terms and conditions of this Lease following the occurrence of
an Event of Default, or (2) Tenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code
(collectively, “Bankruptcy Code”), or (3) an involuntary petition has been filed against Tenant under the Bankruptcy
Code, which has not been dismissed within ninety (90) days, or (4) the Bank has notified Landlord that the Letter of Credit will
not be renewed or extended through the LC Expiration Date or (5) the long term rating of the Bank has been downgraded to below
BBB (by Standard & Poor’s) or lower than Baa1 (by Moody’s) and Tenant has failed to deliver a new Letter of Credit
from a bank with a long term rating of BBB or higher (by Standard & Poor’s) or Baa1 or higher (by Moody’s) and
otherwise meeting the requirements set forth in this Article 36 within thirty (30) days following notice from Landlord. The Letter
of Credit will be honored by the Bank regardless of whether Tenant disputes Landlord’s right to draw upon the Letter of
Credit.


 


36.02 The
Letter of Credit shall also provide that Landlord, its successors and assigns may, at any time without notice to Tenant and without
first obtaining Tenant’s consent thereto, (i) transfer (one or more times) all of its interest in and to the Letter of Credit
to another party, person or entity, if such party, person or entity is being assigned Landlord’s rights and interests in
and to this Lease or (ii) collaterally assign its interest in and to the Letter of Credit to a mortgagee of the Demised Premises,
provided such mortgagee has executed and delivered a subordination, non-disturbance and attornment agreement as contemplated by
Article 6. In the event of a transfer of Landlord’s interest in the Building, Landlord shall transfer the Letter of Credit,
in whole, to the transferee and thereupon Landlord shall, without any further agreement between the parties, be released by Tenant
from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of the whole
Letter of Credit to a new landlord. In connection with any such transfer of the Letter of Credit by Landlord, Tenant shall, at
Landlord’s sole cost and expense, execute and submit to the Bank such applications, documents and instruments as may be
necessary to effectuate such transfer, and Landlord shall be responsible for paying the Bank’s transfer and processing fees
in connection therewith.


 




    48


     


    

 


36.03 If,
as a result of any drawing by Landlord on the Letter of Credit, the amount of the Letter of Credit shall be less than the Letter
of Credit Amount, Tenant shall, within ten (10) Building Days (excluding Saturdays) after receipt of written notice that Landlord
has drawn on the Letter of Credit, provide Landlord with additional letter(s) of credit in an amount equal to the deficiency,
and any such additional letter(s) of credit shall comply with all of the provisions of this Article 36, and if Tenant fails to
comply with the foregoing, notwithstanding anything to the contrary contained in this Lease, the same shall constitute an incurable
Event of Default by Tenant. Tenant further covenants and warrants that it will neither assign nor encumber the Letter of Credit
or any part thereof and that neither Landlord nor its successors or assigns will be bound by any such assignment, encumbrance,
attempted assignment or attempted encumbrance. Without limiting the generality of the foregoing, if the Letter of Credit expires
earlier than the LC Expiration Date, Landlord will accept a renewal thereof (such renewal letter of credit to be in effect and
delivered to Landlord, as applicable, not later than forty-five (45) days prior to the expiration of the Letter of Credit), which
shall be irrevocable and automatically renewable as above provided through the LC Expiration Date upon the same terms as the expiring
Letter of Credit or such other terms as may be acceptable to Landlord in its reasonable discretion. However, if the Letter of
Credit is not timely renewed, or if Tenant fails to maintain the Letter of Credit in the amount and in accordance with the terms
set forth in this Article 36, Landlord shall have the right to present the Letter of Credit to the Bank in accordance with the
terms of this Article 36, and the proceeds of the Letter of Credit may be applied by Landlord against any Rent payable by Tenant
under this Lease that is not paid when due and/or to pay for all losses and damages that Landlord has suffered or that Landlord
reasonably estimates that it will suffer as a result of any Default by Tenant under this Lease. Any unused proceeds shall constitute
the property of Landlord and need not be segregated from Landlord’s other assets. Landlord agrees to pay to Tenant within
thirty (30) days after the LC Expiration Date the amount of any proceeds of the Letter of Credit received by Landlord and not
applied against any Rent payable by Tenant under this Lease that was not paid when due or used to pay for any losses and/or damages
suffered by Landlord (or reasonably estimated by Landlord that it will suffer) as a result of any breach or default by Tenant
under this Lease; provided, however, that if prior to the LC Expiration Date a voluntary petition is filed by Tenant, or an involuntary
petition is filed against Tenant by any of Tenant’s creditors, which is not dismissed within ninety (90) days, under the
Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the unused Letter of Credit proceeds
until either all preference issues relating to payments under this Lease have been resolved in such bankruptcy or reorganization
case or such bankruptcy or reorganization case has been dismissed.


 




    49


     


    

 


36.04 Tenant
hereby acknowledges and agrees that Landlord is entering into this Lease in material reliance upon the ability of Landlord to
draw upon the Letter of Credit upon the occurrence of any Event of Default on the part of Tenant under this Lease. If Tenant shall
be in default hereunder (following any applicable notice and cure periods), Landlord may, but without obligation to do so, and
without notice to Tenant, draw upon the Letter of Credit, in part or in whole, to cure any Event of Default of Tenant and/or to
compensate Landlord for any and all damages of any kind or nature sustained or which Landlord reasonably estimates that it will
sustain resulting from such Event of Default and for which Tenant is liable hereunder. The use, application or retention of the
Letter of Credit, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided
by this Lease or by any applicable law, it being intended that Landlord shall not first be required to proceed against the Letter
of Credit, and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. Tenant agrees not
to interfere in any way with payment to Landlord of the proceeds of the Letter of Credit, either prior to or following a “draw”
by Landlord of any portion of the Letter of Credit, regardless of whether any dispute exists between Tenant and Landlord as to
Landlord’s right to draw upon the Letter of Credit. No condition or term of this Lease shall be deemed to render the Letter
of Credit conditional to justify the issuer of the Letter of Credit in failing to honor a drawing upon such Letter of Credit in
a timely manner. Tenant agrees and acknowledges that (a) the Letter of Credit constitutes a separate and independent contract
between Landlord and the Bank, (b) Tenant is not a third party beneficiary of such contract, (c) Tenant has no property interest
whatsoever in the Letter of Credit or the proceeds thereof, and (d) in the event Tenant becomes a debtor under any chapter of
the Bankruptcy Code, neither Tenant, any trustee, nor Tenant’s bankruptcy estate shall have any right to restrict or limit
Landlord’s claim and/or rights to the Letter of Credit and/or the proceeds thereof by application of Section 502(b)(6) of
the U. S. Bankruptcy Code or otherwise.


 


36.05 Provided
that no Event of Default then exists under this Lease and Tenant shall have at all times maintained the Letter of Credit in the
amount required hereunder Tenant may reduce the amount of the Letter of Credit as follows:


 


(a) (i)
by $4,907,167.00 (i.e., to the amount of $9,814,333.00) on the sixth (6th) anniversary of the Rent Commencement Date,
and thereafter (ii) by $4,907,167.00 (i.e., to the amount of $4,907,167.00) on the tenth (10th) anniversary of the
Rent Commencement Date and thereafter (iii) by $2,000,000 (i.e., to the amount of $2,907,167.00) on the twelfth (12th)
anniversary of the Rent Commencement Date, provided, that, for the avoidance of doubt, in no event, shall the Letter of Credit
be increased by this Section 36.05(a) if the Letter of Credit has been decreased pursuant to Section 36.05(b) below the applicable
threshold set forth in this Section 36.05(a); or


 


(b) Notwithstanding
subsection (a) above, Tenant may reduce the amount of the Letter of Credit as follows: (i) to the amount of $9,814,333.00, if
Tenant shall demonstrate to Landlord’s reasonable satisfaction that it has continuously held liquid assets in excess of
Four Hundred Million and 00/100 ($400,000,000.00) Dollars for the two consecutive quarters immediately prior to the four (4) year
anniversary of the Rent Commencement Date (or for two (2) consecutive quarters anytime thereafter), (ii) to the amount of $4,907,167.00,
if Tenant shall demonstrate to Landlord’s reasonable satisfaction that it has continuously held liquid assets in excess
of Five Hundred Million and 00/100 ($500,000,000.00) Dollars for the two (2) consecutive quarters immediately prior to the six
(6) year anniversary of the Rent Commencement Date (or for two (2) consecutive quarters any time thereafter), and (iii) to the
amount of $0.00, if Tenant shall demonstrate to Landlord’s reasonable satisfaction that it has continuously held liquid
assets in excess of Five Hundred Million and 00/100 ($500,000,000.00) Dollars for the two (2) consecutive quarters immediately
prior to the ten (10) year anniversary of the Rent Commencement Date (or for two (2) consecutive quarters anytime thereafter);
provided, that, for the avoidance of doubt, in no event, shall the Letter of Credit be increased by this Section 3 6.05 (b) if
the Letter of Credit has been decreased pursuant to Section 36.05(a) below the applicable threshold set forth in this Section
36.05(b).


 




    50


     


    

 


Such
reduction(s) or increase(s) shall be effected by (x) Tenant exchanging a replacement Letter of Credit meeting the requirements
of this Article 36 in the reduced amount for the existing Letter of Credit, or (y) the Bank delivering an amendment to the Letter
of Credit reducing the amount thereof (but which does not otherwise amend or modify same), which Landlord shall promptly countersign
or authorize in writing if required by the Bank. Landlord acknowledges and agrees that if Tenant provides audited financial statements
for Tenant audited by a third-party accounting firm that such financial statements shall be sufficient proof for establishing
Tenant’s liquid assets under Section 36.05(b).


 


Article
37



PARTIES BOUND


 


37.01 The
obligation of this Lease shall bind and benefit the successors and assigns of the parties with the same effect as if mentioned
in each instance where a party is named or referred to, except that no violation of the provisions of Article 8 shall operate
to vest any rights in any successor or assignee of Tenant and that the provisions of this Article shall not be construed as modifying
the conditions of limitation contained in Article 24. However, the obligations of Landlord under this Lease shall not be binding
upon Landlord herein named with respect to any period subsequent to the transfer of its interest in the Building as owner or lessee
thereof and in event of such transfer, said obligations shall thereafter be binding upon each transferee of the interest of Landlord
herein named as such owner or lessee of the Building, but only with respect to the period ending with a subsequent transfer within
the meaning of this Article.


 


37.02 The
liability of Landlord, any agent of Landlord, or any of their respective officers, directors, shareholders, partners, members
and employees, to Tenant for or in respect of any default by Landlord under the terms of this Lease or in respect of any other
claim or cause of action shall be limited to Landlord’s interest in the Property, and Tenant agrees to look solely to Landlord’s
interest in the Property for the recovery and satisfaction of any judgment against Landlord, any agent of Landlord, or any of
their respective officers, directors, shareholders, partners, members and employees. LANDLORD SHALL IN NO EVENT BE LIABLE FOR
ANY CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES OR DAMAGES ON ACCOUNT OF LOSS OF BUSINESS, INCONVENIENCE OR ANNOYANCE,
UNDER OR WITH RESPECT TO THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT HEREUNDER, OR THE USE AND OCCUPANCY OF THE DEMISED
PREMISES BY TENANT OR BY ANY PARTY CLAIMING BY, THROUGH OR UNDER TENANT, OR OTHERWISE, IN RESPECT OF, OR APPURTENANT TO, THIS
LEASE, THE DEMISED PREMISES, THE BUILDING OR THE PROPERTY.


 


Article
38



CONSENTS


 


38.01 Wherever
it is specifically provided in this Lease that a party’s consent is not to be unreasonably withheld, a response to a request
for such consent shall also not be unreasonably delayed or conditioned. If either Landlord or Tenant considers that the other
had unreasonably withheld, delayed or conditioned a consent, it shall so notify the other party within ten (10) days after receipt
of notice of denial of the requested consent or, in case notice of denial is not received, within twenty (20) days after making
its request for the consent.


 




    51


     


    

 


38.02 [Intentionally
Omitted].


 


Article
39



FINANCIAL STATEMENTS; TENANT COOPERATION


 


39.01 Unless
Tenant is a publicly traded company or its financial statements are consolidated with those of a publicly traded company, Tenant
shall from time to time, within ten (10) Building Days (excluding Saturdays) after request by Landlord, deliver to Landlord financial
statements (including balance sheets and income/expense statements) for Tenant’s then most recent full and partial fiscal
years immediately preceding such request, certified by an independent certified public accountant or Tenant’s chief financial
officer and consistent with U.S. generally accepted accounting principles; provided that Landlord shall not make such request
more than once during any consecutive 12-month period unless such request is made in conjunction with the sale or refinance of
the Building.


 


Article
40



ENVIRONMENTAL COMPLIANCE


 


40.01 Tenant
shall not, nor shall Tenant knowingly permit any third party to, use, produce, manufacture, generate, treat, store, release, spill,
discharge, dump or dispose of any Hazardous Materials in, on, under or about the Demised Premises or any portion of the Demised
Premises. “Hazardous Materials” shall include, without limitation, “toxic substances,” “contaminants,”
“pollutants,” “hazardous materials,” “hazardous waste,” “hazardous substances”
and “petroleum or petroleum derivatives or products,” as such terms are now or hereafter defined under any Environmental
Laws. “Environmental Laws” shall include the Comprehensive Environmental Response, Compensation and Liability Act,
42 U.S.C. 9601 et seq., as amended, the Resource Conservation and Recovery Act, 42 U. S.C. 6901 et seq., as amended, the Industrial
Site Recovery Act, N.J.S.A. 13:1K 6 et seq., as amended (together with the Hazardous Discharge Site Remediation Site Act, N.J.S.A.
58:10B-1 et seq., as amended, “ISRA”), the New Jersey Spill Compensation and Control Act, N.J.S.A. 58:10-23.11
et seq., as amended, the New Jersey Site Remediation Reform Act, N.J.S.A. 58:10C-1 et seq., as amended, and any and all other
federal, State and local environmental, health and safety statutes, laws, codes and ordinances which relate to protection of public
health or the environment or which regulate the use, generation, transportation, storage, treatment, discharge, release, disposal,
emission, reporting, investigation or remediation of chemicals, hazardous and/or dangerous substances or materials, and the rules
and regulations promulgated thereunder. Notwithstanding the foregoing, Tenant may use such Hazardous Materials as are used in
the ordinary course of Tenant’s business and its laboratory research, and other Hazardous Materials with the express prior
written consent of Landlord, which shall not be unreasonably withheld, conditioned or delayed, and then only to the extent that
the presence and/or use of all such Hazardous Materials is (i) properly licensed and approved by all appropriate governmental
officials, (ii) in compliance with any reasonable terms and conditions stated in said prior written approval by Landlord, and
(iii) in compliance with all Environmental Laws and other applicable statutes, laws, codes, ordinances, and rules and regulations.
Tenant shall be solely responsible for removing all such permitted Hazardous Materials from the Demised Premises at Tenant’s
sole cost and expense, prior to the expiration or termination of this Lease, and Landlord shall have no liability or obligation
with respect thereto. Notwithstanding the permitted use of certain Hazardous Materials, Tenant may not discharge any Hazardous
Materials from the Demised Premises except as provided by Environmental Laws and other applicable statutes, laws, codes, ordinances,
rules and/or regulations, and specifically may not discharge any Hazardous Materials from the Demised Premises in any public sewer
or any drain and/or drainpipe leading or connected thereto. Tenant shall promptly give written notice to Landlord of any non-routine
communication received by Tenant from any governmental authority or other person or entity concerning any complaint, claim, notice
of violation, order, investigation or inquiry regarding any use, generation, treatment, storage or disposal (or alleged use, generation,
treatment, storage or disposal) by Tenant, of any Hazardous Materials, and promptly furnish Landlord with copies thereof. Landlord
shall have the right (but not the obligation) to access the Demised Premises in accordance with Article 18 and conduct such investigations
or tests (or both) as Landlord shall reasonably deem necessary based on a specific reasonable concern with respect to any such
complaint, claim, notice of violation, order investigation or inquiry, or for purposes of performing compliance audits as Landlord
deems necessary, provided all such costs shall be at Landlord’s costs and expense, unless such investigations or tests reveal
a breach by Tenant of its obligations hereunder, in which event Tenant shall be liable for Landlord’s reasonable, actual
out-of-pocket cost.


 




    52


     


    

  


(a) Tenant
shall take such commercially reasonable actions as are typical to keep the Demised Premises free of any mold that could have an
adverse effect on the health of any person of normal susceptibility consistent with the current state of scientific knowledge
and industry standards in comparable buildings.


 


(b) Tenant
shall not excavate, disturb or conduct any testing of any soils on or about the Demised Premises without obtaining Landlord’s
prior written consent, which shall not be unreasonably withheld, conditioned or delayed.


 


(c) Tenant
hereby represents, warrants and covenants with Landlord that Tenant’s North American Industrial Classification System Number
(“NAICS No.”) is 541714 and that throughout the Lease Term, Tenant’s use and occupancy of the Demised
Premises shall not be subject to ISRA. Tenant shall, at Tenant’s own expense, provide to Landlord, within no more than thirty
(30) days prior to, but in no event later than, the expiration or sooner termination of this Lease, or upon Landlord’s request,
an affidavit in form and substance reasonably acceptable to Landlord, which establishes to Landlord’s satisfaction that
ISRA does not apply to Tenant’s operations or any closing of operations or other transaction, transfer or sale. If Tenant’s
use of the Demised Premises is subject to ISRA, or if there is any release, leak, spill, discharge, disposal or other contamination
in, on, under, or about, or migrating from or onto the Demised Premises during the Lease Term for which Tenant is the cause, Tenant
shall, at Tenant’s sole expense, comply with ISRA, and fully investigate and remediate the Demised Premises in compliance
with Environmental Laws, prior to the expiration or sooner termination of this Lease, which actions shall be evidenced by the
delivery to Landlord prior to the expiration or sooner termination of this Lease of an affidavit with respect thereto in form
and substance reasonably acceptable to Landlord and an unconditional Response Action Outcome (“RAO”). To the
extent possible, the RAO shall not include, reference or rely upon, and Tenant shall not allow the Demised Premises to be subject
to, any use restrictions, remedial action permit groundwater classification exception area, well restriction area or engineering
or institutional control. Tenant shall, at Tenant’s expense, repair any damage to the Demised Premises for which Tenant
is the cause prior to the expiration or termination of this Lease. All Licensed Site Remediation Professionals (“LSRP”)
and consultants retained or used by Tenant shall be approved in writing in advance by Landlord, which approval shall not be unreasonably
withheld, conditioned or delayed. Notwithstanding anything to the contrary set forth in this Lease, in the event, pursuant to
this Lease, Tenant is required to undertake any sampling, assessment, investigation or remediation with respect to the Demised
Premises, then, if Tenant fails in any such regard and such failure constitutes an Event of Default after all applicable notice
and cure periods, at Landlord’s discretion, Landlord shall have the right, upon notice to Tenant, from time to time, to
perform such activities at Tenant’s expense, and all reasonable sums incurred by Landlord shall be paid by Tenant, as additional
Rent, upon demand.


 




    53


     


    

 


(d) Promptly
following receipt by Tenant or any LSRP, consultant or contractor retained by Tenant, Tenant shall deliver to Landlord all environmental
documentation concerning the Demised Premises and Tenant’s activities at the Demised Premises including, without limitation,
all plans, reports, correspondence and submissions to or from an LSRP or any governmental agency, as the case may be, excluding
privileged communications.


 


(e) [Intentionally
Omitted].


 


(f) Tenant
shall defend, indemnify and hold Landlord harmless from and against any and all claims, suits, actions, proceedings, liens, liabilities,
judgments, damages, losses, costs and expenses (including, without limitation, attorneys’ fees) based on or arising directly
or indirectly by reason or arising out of any breach of any provision of this Section 40.01, which expenses shall also include
laboratory testing fees, personal injury claims, clean-up costs and environmental consultants’ fees. Tenant agrees that
Landlord may be irreparably harmed by Tenant’s breach of this Section 40.01 and that a specific performance action may appropriately
be brought by Landlord; provided that, Landlord’s election to bring or not bring any such specific performance action shall
in no way limit, waive, impair or hinder Landlord’s other remedies against Tenant.


 


(g) Landlord
represents and warrants, to its knowledge, that there are no Hazardous Materials, as such term is defined below, located in, on,
under or about any portion of the Demised Premises in violation of any Environmental Laws. If any Hazardous Materials, are discovered
in, on, under or about any portion of the Demised Premises that existed prior to the Commencement Date or were caused by Landlord
or its agents, contractors, employees or representatives, Landlord shall promptly take all actions, at its sole cost and expense,
to remove such Hazardous Materials from the Demised Premises in accordance with all applicable Environmental Laws and sufficient
to permit Tenant to operate the Demised Premises for the Permitted Use. The foregoing obligations of Landlord shall include, without
limitation, costs incurred for or in connection with any investigation of the Demised Premises conditions or any clean-up, remedial
work, monitoring, restoration or closure work required by any governmental agency or by Tenant because of any Hazardous Materials
present in, under, on or about the Demised Premises caused by Landlord or Landlord’s agents or employees. Landlord shall
indemnify, defend and hold Tenant harmless from and releases Tenant from any liability for any and all fines, suits, procedures,
claims, liabilities, costs and actions of any kind, including, but not limited to, response costs, assessment and remediation
costs (including remediation plan preparation), monitoring and closure costs and the costs and expenses of investigating and defending
any government claims or proceedings, and counsel fees (including those incurred to enforce this indemnity or for any other purpose)
arising out of or in any way related to the presence or release of any Hazardous Materials from, on, about or under the Demised
Premises that existed on the Demised Premises prior to the Commencement Date or were caused by Landlord or its agents, contractors,
employees or representatives.


  


(h) This
Section 40.01 shall survive the expiration or termination of this Lease.


 






    54


     


    

 


Article
41



HOLDING OVER


 


41.01 If
Tenant holds possession of the Demised Premises after the Term, Tenant shall become a month-to-month tenant under the provisions
herein provided. In such event, for the first ninety (90) days of such holdover, the monthly Fixed Rent will be increased to an
amount equal to one hundred twenty-five (125%) percent of the monthly rent payable during the last month of the Term, and any
other sums due under this Lease will be payable in the amount and at the times specified in this Lease; and thereafter monthly
Fixed Rent will be increased to one hundred fifty (150%) percent of the monthly rent payable during the last month of the Term,
and any other sums due under this Lease will be payable in the amount and at the times specified in this Lease. Tenant shall pay
such rents without the requirement for demand or notice by Landlord to Tenant demanding delivery of possession of the Demised
Premises (but all Real Estate Taxes, Utility Charges and other amounts payable by Tenant shall continue as provided in this Lease),
which sum shall be payable in advance on the first day of each month, and such tenancy shall continue until terminated by Landlord
by notice to Tenant given at least thirty (30) days prior to the intended date of termination (which notice may, at Landlord’s
option, precede the expiration of the Term), or until Tenant shall have given to Landlord, at least sixty (60) days prior to the
intended date of termination, a written notice of intent to terminate such tenancy, which termination date must be as of the end
of a calendar month. The time limitations described in this Article 41 shall not be subject to extension for Force Majeure. The
provisions of this Article 41 shall not be construed to relieve Tenant from liability to Landlord for damages resulting from any
such holding over, or preclude Landlord from implementing summary dispossess proceedings; provided, in no event shall Tenant be
liable to Landlord for any consequential, special or punitive damages as a result of any holdover tenancy hereunder. The provisions
of this Article 41 shall survive the expiration or sooner termination of this Lease.


 


Article
42



CERTAIN DEFINITIONS AND CONSTRUCTIONS


 


42.01 For
the purpose of this Lease and all agreements supplemental to this Lease, unless the context otherwise requires, the definitions
set forth in the Preamble shall be utilized.


 


42.02 The
various terms which are defined in other Articles of this Lease or are defined in Exhibits annexed hereto, shall have the meanings
specified in such other Articles and such Exhibits for all purposes of this Lease and all agreements supplemental thereto, unless
the context shall otherwise require.


 




    55


     


    

 


42.03 This
Lease shall be construed without regard to any presumption or other rule requiring construction against the party causing this
Lease to be drafted. If any words or phrases in this Lease shall have been stricken out or otherwise eliminated, whether or not
any other words or phrases in this Lease shall have been added, this Lease shall be construed as if the words or phrases so stricken
out or otherwise eliminated were never included in this Lease and no implication or interference shall be drawn from the fact
that said words or phrases were so stricken out or otherwise eliminated.


 


42.04 The
terms “include,” “including,” and “such as” shall each be construed as if followed by the
phrase “without being limited to.”


 


42.05 Reference
to termination of this Lease includes expiration or earlier termination of the Term of this Lease or cancellation of this Lease
pursuant to any of the provisions of this Lease or to law. Upon a termination of this Lease, the Term and estate granted by this
Lease shall end at noon of the date of termination as if such date were the date of expiration of the Term of this Lease and neither
party shall have any further obligation or liability to the other after such termination (i) except as shall be expressly provided
for in this Lease, or (ii) except for such obligation as by its nature or under the circumstances can only be, or by the provisions
of this Lease, may be performed after such termination and, in any event, unless expressly otherwise provided in this Lease, any
liability for a payment which shall have accrued to or with respect to any period ending at the time of termination shall survive
the termination of this Lease.


 


42.06 For
purposes of this Lease, “Force Majeure” shall mean and include all those situations beyond the applicable party’s
control, including but not limited to, acts of God; accidents; repairs; casualties; strikes; shortages of labor, materials or
supplies; inclement weather; and, where applicable, the passage of time while awaiting for an adjustment of insurance proceeds
or delays in excess of four (4) weeks while waiting for receipt of necessary permits or approvals. Any time limitations required
to be complied with by either party to this Lease, whether specifically made subject to Force Majeure or not, except those
related to the payment of Fixed Rent, Real Estate Taxes, Utility Charges or the like and except as to the time periods set forth
in Article 23, shall be automatically extended by the number of days that performance by a party subject to such time limitations
may be delayed due to Force Majeure.


 




    56


     


    

 


Article
43



Intentionally Omitted


 


Article
44



INTENTIONALLY OMITTED


 


Article
45



NO OPTION


 


45.01 The
submission of this Lease for examination does not constitute a reservation of, or option for, the Demised Premises, and this Lease
becomes effective as a Lease only upon execution and delivery thereof by Landlord and Tenant.


 


Article
46



MISCELLANEOUS


 


46.01 Headings.
The Article headings in this Lease and the Preamble prefixed to this Lease are inserted only as a matter of convenience in reference
and are not to be given any effect whatsoever in construing this Lease.


 


46.02 Number,
Gender. Wherever herein the singular number is used, the same shall include the plural, and the masculine gender shall include
the feminine and neuter genders.


 


46.03 Successors,
Assigns. The terms, covenants and conditions herein contained shall be binding upon and inure to the benefit of the respective
parties and their successors and assigns.


 


46.04 Entire
Agreement. This instrument contains the entire and only agreement between the parties and no oral statements or representations
or prior written matter not contained in this instrument shall have any force or effect. This Lease shall not be modified in any
way or terminated except by a writing executed by both parties.


 


46.05 Landlord.
The term “Landlord” as used in this Lease means only the holder, for the time being, of Landlord’s interest
under this Lease so that in the event of any transfer of title to the Demised Premises Landlord shall be and hereby is entirely
freed and relieved of all obligations of Landlord hereunder accruing after such transfer, and it shall be deemed without further
agreement between the parties that such grantee, transferee or assignee has assumed and agreed to observe and perform all obligations
of Landlord hereunder arising during the period it is the holder of Landlord’s interest hereunder.


 


46.06 Words
of Duty. Whenever in this Lease any words of obligation or duty are used, such words or expressions shall have the same force
and effect as though made in the form of covenants.


 




    57


     


    

 


46.07 Cumulative
Remedies. The specified remedies to which Landlord or Tenant may resort under the terms of this Lease are cumulative and are
not intended to be exclusive of any other remedies or means of redress to which Landlord or Tenant may lawfully be entitled in
case of any breach or threatened breach of any provision of this Lease.


 


46.08 Corporate
Authority. If Tenant is a corporation, Tenant represents and warrants that this Lease and the undersigned’s execution
of this Lease has been duly authorized and approved by the corporation.


 


46.09 Attorneys’
Fees. Should either party employ attorneys to enforce any of the provisions hereof, the party acknowledged or determined to
be in default in any of the terms, covenants conditions or provisions of this Lease agrees to pay the other party all reasonable
costs, charges and expenses, including reasonable attorneys’ fees and expenses and court costs.


 


46.10 ERISA.
Tenant represents and warrants that it is not and is not acting on behalf of (i) an “employee benefit plan” within
the meaning of Section 3(3) of the Employee Retirement Security Act of 1974, as amended (“ERISA”), (ii) a “plan”
within the meaning of Section 4975 of the Internal Revenue Code of 1986, as amended, or (iii) an entity deemed to hold “plan
assets” within the meaning of 29 C.F.R. § 2510.3-101 of any such employee benefit plan or plans.


 


46.11 No
Merger. There shall be no merger of the leasehold estate hereby created with the fee estate in the Demised Premises or any
part thereof if the same person acquires or holds, directly or indirectly, this Lease or any interest in this Lease and the fee
estate in the leasehold Demised Premises or any interest in such fee estate.


 


46.12 Due
Authorization. Landlord and Tenant hereby covenant, warrant and represent that: (1) the individual exercising this Lease on
its behalf is duly authorized to execute and deliver this Lease in accordance with the organizational documents of such party;
(2) this Lease is binding upon such party; and (3) the execution and delivery of this Lease will not result in the breach of,
or constitute a default under any mortgage, deed of trust, lease, loan, credit agreement, partnership agreement or other material
contract or instrument to which it is a party or by which it will be bound.


 


46.13 Joint
and Several. If Tenant is more than one person or party, all obligations of Tenant under this Lease shall be the joint and
several obligations of each person or party executing this Lease as Tenant.


 


46.14 NO
WARRANTIES. LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE DEMISED PREMISES ARE SUITABLE FOR TENANT’S
INTENDED COMMERCIAL PURPOSE, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT
ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER
EXPRESS OR IMPLIED.


 


46.15 Time
of Essence. Time is of the essence with respect to the performance of every provision of this Lease.


 




    58


     


    

 


46.16 Recording.
Neither party shall record this Lease or any memorandum of this Lease without the prior written consent of the other party hereto,
which consent may be withheld or denied in the sole and absolute discretion of such party, and any recordation by a party without
the other party’s consent shall be a material breach of this Lease.


 


46.17 Telecommunications.
Tenant and its telecommunications companies, including local exchange telecommunications companies and alternative access vendor
services companies, shall have the right of access to and within the Building for the installation and operation of telecommunications
systems, including voice, data, Internet, and any other services provided over wire, fiber optic, microwave, wireless, and any
other transmission systems (“Telecommunication Services”), for part or all of Tenant’s telecommunications
within the Building and from the Building to any other location without Landlord’s prior written consent, which consent
shall not be unreasonably withheld, delayed or conditioned. All providers of Telecommunications Services shall be required to
comply with the rules and regulations of the Building and applicable Laws. Tenant acknowledges that Landlord shall not be required
to provide or arrange for any Telecommunications Services and that Landlord shall have no liability to Tenant in connection with
the installation, operation or maintenance of the Telecommunications Services or any equipment or facilities relating thereto.
Tenant, at its cost and for its own account, shall be solely responsible for obtaining all Telecommunications Services.


 


46.18 Reasonableness
and Good Faith. Except as otherwise expressly provided in this Lease, in all cases where the consent or approval of Landlord
or Tenant shall be requested hereunder, the giving of such consent or approval shall not be unreasonably withheld, delayed or
conditioned. Moreover, whenever this Lease grants Landlord or Tenant the right to take action, exercise discretion, establish
rules and regulations or make allocations or other determinations, Landlord and Tenant shall act reasonably and in good faith,
except as expressly provided herein. In all cases where either party is required to express its denial of consent, such denial
shall be in writing and state the reasons for such denial. Furthermore, where consent or approval is required, consent or approval
will be deemed to be granted unless a written denial of consent or approval is received by the party requesting consent within
ten (10) business days after the date on which such request for consent or approval was given to the non-requesting party.


 






    59


     


    

 


Article
47



USA PATRIOT ACT


 


47.01 Tenant
represents, warrants and covenants that neither Tenant nor any of its partners, officers, directors, members or shareholders (i)
is listed on the Specialty Designated Nationals and Blocked Persons List maintained by the Office of Foreign Asset Control, Department
of the Treasury (“OFAC”) pursuant to Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001) (“Order”)
and all applicable provisions of Title III of the USA PATRIOT ACT (Public Law No. 107-56 (October 26, 2001)); (ii) is listed on
the Denied Persons List and Entity List maintained by the United States Department of Commerce; (iii) is listed on the List of
Terrorists and List of Disbarred Parties maintained by the United States Department of State, (iv) is listed on any list or qualification
of “Designated Nationals” as defined in the Cuban Assets Control Regulations 31 C.F.R. Part 515; (v) is listed on
any other publicly available list of terrorist, terrorist organizations or narcotics traffickers maintained by the United States
Department of State, the United States Department of Commerce or any other governmental authority or pursuant to the Order, the
rules and regulations of OFAC (including, without limitation, the Trading and Enemy Act, 50 U.S.C. App. 1-44; the International
Emergency Economic Powers Act, 50 U.S.C. §§ 1701-06; the unrepealed provision of the Iraqi Sanctions Act, Publ. L. No.
101-513; the United Nations Participation Act, 22 U.S.C. § 2349 aa-9; The Cuban Democracy Act, 22 U.S.C. §§ 2332d
and 233; and The Foreign Narcotic Kingpin Designation Act, Publ. L. No. 106-201, all as may be amended from time to time); or
any other applicable requirements contained in any enabling legislation or other Executive Orders in respect of the Order (the
Order and such other rules, regulations, legislation or orders are collectively called the “Orders”); (vi)
is engaged in activities prohibited in the Orders; or (vii) has been convicted, pleaded nolo contendere, indicted, arraigned or
custodially detained on charges involving money laundering or predicate crimes to money laundering, drug trafficking, terrorist-related
activities or other money laundering predicate crimes or in connection with the Bank Secrecy Act (31 U.S.C. §§ 5311
et. seq.) provided, however, none of the foregoing shall apply to any person to the extent that such person’s interest is
in or through an entity, whose stock or shares are listed and traded on any recognized stock exchange located in the United States.


 


Article
48



GOVERNMENT REQUIREMENTS


 


48.01 In
the event of the imposition of federal, state, or local governmental control, rules, regulations, or restrictions on the use or
consumption of energy or other utilities or with respect to any other aspect of this Lease during the Term, both Landlord and
Tenant shall be bound thereby. Landlord shall have the right to enforce compliance therewith, including the right of entry into
the Demised Premises to effect compliance.


 


Article
49



EXECUTION


 


49.01 Each
party agrees that it will not raise or assert as a defense to any obligation under this Lease or make any claim that this Lease
is invalid or unenforceable due to any failure of this Lease to comply with ministerial requirements including, but not limited
to, requirements for corporate seals, attestations, witnesses, notarizations or other similar requirements, and each party hereby
waives the right to assert any such defense or make any claim of invalidity or unenforceability due to any of the foregoing.


 


49.02 This
Lease may be executed in one or more counterparts by some or all of the parties hereto; and (a) each such counterpart shall be
considered an original, and all of which together, when so executed and delivered, shall constitute one and the same instrument;
(b) the exchange of executed copies of this Lease by facsimile or Portable Document Format (PDF) transmission shall, upon confirmation
by the recipient (which may be by electronic mail), constitute effective execution and delivery of this Lease by the parties for
all purposes; and (c) signatures of the parties transmitted by facsimile or PDF shall be deemed to be their original signatures
for all purposes.


 




    60


     


    

 


Article
50



OPTION TO RENEW


 


50.01 Tenant
shall have the option to renew (the “Renewal Option”) the term of the Lease for two (2) additional term(s)
of five (5) years (the “Renewal Term”) so long as (i) this Lease is then in full force and effect, (ii) no
Event of Default shall exist at either the time of giving the Option Notice (as defined below) or the commencement of the Renewal
Term, and (iii) written notice exercising such option (the “Option Notice”) is actually received by Landlord
at least twelve (12) months prior to the then applicable Expiration Date of this Lease (the “Renewal Deadline”),
TIME BEING OF THE ESSENCE. If proper notification of the exercise of the Renewal Option is not given and/or received, the Renewal
Option shall automatically expire. Failure to exercise the Renewal Option shall terminate such option. Tenant acknowledges that
because of the importance to Landlord of knowing no later the Renewal Deadline whether or not Tenant will exercise the Renewal
Option, the failure of Tenant to notify Landlord by the Renewal Deadline will conclusively be presumed an election by Tenant not
to exercise the Renewal Option. The provisions of the Lease will govern the relationship between the parties during the Renewal
Term, except that the Fixed Rent will be as follows:


 


(a) The
Annual Fixed Rent payable during the first year of the Renewal Term will be lesser of (i) the FMR (as defined and determined in
accordance with the procedures described in subsection (c) below), provided that in no event may the FMR exceed 105% of the Fixed
Rent for the year immediately preceding the Renewal Term and (ii) the Fixed Rent payable immediately prior to the commencement
of the Renewal Term. Commencing on the twelve (12) month anniversary of the commencement date of the Renewal Term and each and
every twelve (12) months thereafter, the Fixed Rent shall increase by $.50 per square foot over the prior lease year’s Fixed
Rent.


 


(b) Upon
the timely and proper exercise of the Renewal Option by Tenant, Landlord and Tenant shall negotiate in good faith to determine
the Fixed Rent for the Renewal Term. If agreement cannot be reached within sixty (60) days, then Landlord and Tenant shall each,
no later than 270 days prior to the commencement of the Renewal Term, make a reasonable determination of the fair market rental
for the Fixed Rent for the Demised Premises for the Renewal Term, respectively “Landlord’s Fair Market Rent”
and “Tenant’s Fair Market Rent” and submit such determination, in writing, to arbitration in accordance with
the following provisions:


 


(c) No
later than 240 days prior to the commencement of the Renewal Term, Landlord and Tenant shall each select a commercial real estate
broker with at least 10 years’ experience in the specific market in which the Demised Premises are located (i.e., the Morristown,
New Jersey suburban office submarket) to act as an arbitrator. The two arbitrators so appointed shall, no later than 210 days
prior to the commencement of the Renewal Term, select a third mutually acceptable commercial real estate broker with at least
10 years’ experience in the specific market in which the Demised Premises are located.


 


(a) The
three arbitrators, acting by a majority, shall no later than 120 days prior to the commencement of the Renewal Term, determine
the actual fair market Fixed Rent for the Demised Premises for the Renewal Term, which shall either be Landlord’s Fair Market
Rent or Tenant’s Fair Market Rent, but no other amount (“FMR”). The decision of a majority of the arbitrators
shall be binding on Landlord and Tenant.


 




    61


     


    

  


(b) If
either Landlord or Tenant fails to appoint an arbitrator within the period required by this Paragraph, the arbitrator timely appointed
shall determine FMR for the Renewal Term.


 


(c) The
entire cost of such arbitration shall be paid by the party whose fair market rental submission is not selected.


 


(d) If
for any reason the FMR has not been determined prior to the commencement of the Renewal Term, then, until the FMR has been finally
determined, the Fixed Rent payable for and during the Renewal Term shall be equal to the Fixed Rent payable immediately prior
to the commencement of the Renewal Term. If, upon final determination of the FMR, it has been determined that the Fixed Rent payable
for and during the first year of the Renewal Term shall be equal to (aa) the Fixed Rent payable immediately prior to the commencement
of the Renewal Term, then the Fixed Rent shall continue to be due and payable in the amounts of Landlord’s Fair Market Rent;
or (bb) such other amount, then an appropriate adjustment to the Fixed Rent shall be made reflecting such final determination,
and Landlord shall refund to Tenant any overpayment in Tenant’s payment of Fixed Rent from the commencement of the Renewal
Term to the date of such final determination.


 


(e) For
the purposes of this Lease, the parties acknowledge and agree that the “FMR” of the Demised Premises shall
be at the prevailing market rental rate for space in office buildings of comparable quality and age for tenants of similar size,
at the time Tenant provides notice for its exercise of the applicable Renewal Term, taking into account all other relevant factors
including, without limitation, the location, quality, age, finish allowances, rental abatements, moving allowances, space planning
allowances, refurbishment allowances, lease term, credit standing of tenant, or any other concessions or inducements, expense
stop or other rental adjustments that would be relevant in making a market rate determination.


 


Article
51



RIGHT OF FIRST OFFER TO PURCHASE


 


51.01 Provided
that Tenant is not in default of this Lease beyond all applicable notice and cure periods, , Landlord hereby grants to Tenant
an ongoing right of first offer during the Term (“Right of First Offer”) to purchase the Property from Landlord
pursuant to the terms of this Article 51. The Right of First Offer is further subject to the following terms and conditions: Landlord
shall give Tenant written notice of (x) its intention to market and/or sell the Property for purchase for a stated purchase price
and the other material economic terms and conditions, or (y) subject to Section 5 1.01 (b) below, an offer has been received from
a third party to purchase the Property for a stated purchase price and the other material economic terms and conditions which
offer Landlord is willing to accept (either, “Landlord’s Notice”). Tenant shall then deliver to Landlord
written notice of its election (“Tenant’s Purchase Election”) to purchase the Property described in Landlord’s
notice on or before ten (10) Building Days (excluding Saturdays) after its receipt of Landlord’s Notice (the “Exercise
Period”). Upon Landlord’s receipt of Tenant’s Election, the parties shall negotiate in good faith for a
period of twenty (20) calendar days in order to finalize and execute a commercially reasonable purchase and sale agreement setting
forth such terms as are consistent with those set forth in Landlord’s Notice or are otherwise commercially standard (the
“Contract”).


 




    62


     


    

  


(a) If
Tenant does not give written notice of its intent to exercise the Right Of First Offer within the Exercise Period, or having given
notice of its intent to exercise, fails to enter into a Contract consistent with the terms and conditions of the Landlord’s
Notice within twenty (20) calendar days, Tenant shall be deemed to have waived the Right Of First Offer to purchase the Property
under the terms of Landlord’s Notice and Landlord shall thereafter within one hundred and eighty (180) days after delivery
of Landlord’s Notice have the right to enter into a purchase and sale agreement with a third party for the Property on terms
and conditions of the Landlord’s Notice or any other terms and conditions more favorable to Landlord. If Landlord does not
enter into a contract to sell the Property within such one hundred and eighty (180) day period (and subsequently convey the Property
pursuant to such contract to sell within one hundred and twenty (120) days thereafter) or Landlord wishes to sell the Property
on terms materially less favorable to Landlord, then Landlord may only do so after providing Tenant with a subsequent right to
exercise its Right of First Offer; provided, however, that Tenant shall have a reduced five (5) day Exercise Period after receipt
of Landlord’s Notice to exercise its Right Of First Offer. If Tenant acknowledges and agrees that this Right of First Offer
is personal to Celularity Inc. (or any successor or assign thereof pursuant to a permitted Business Transfer). Any assignment
of this Lease (other than pursuant a permitted Business Transfer) shall also terminate the Right Of First Offer.


 


(b) In
For the purposes of this Section 53.01, a “materially less favorable offer” shall mean, with respect to price only,
a decrease of five (5%) percent or more of the offered purchase price for the Property in the Landlord’s Notice.


 


Article
52



PRESS RELEASES; CONFIDENTIAL INFORMATION


 


52.01 Except
as set forth in Section 54.02 below, Landlord and Tenant agree that neither they nor their representatives shall disclose the
terms or conditions of this Lease or information about the other to any newspaper or other media source or any other third party
without the prior written consent of the other party, which consent may be absolutely withheld by either party, and Landlord and
Tenant shall have the right, in their sole and absolute discretion, to approve the language and means of any such disclosure to
which any consent is granted.


 




    63


     


    

 


52.02 Landlord
and Tenant agree to keep the content and all copies of this Lease, and all proposals, materials, information and matters related
to the same strictly confidential, and shall not disclose, divulge, disseminate or distribute any of the same, or permit the same
to occur, except to the extent (w) reasonably required for proper business purposes to their respective employees, attorneys,
accountants, insurers, auditors and potential and actual lenders and underwriters and potential and actual purchasers of the Property
and any other potential and actual successor and assigns of the parties hereto (and each shall obligate any such parties to whom
disclosure is permitted to honor the confidentiality provision hereof), (x) as may be required by Law, (y) as may be disclosed
pursuant to court proceedings, or (z) in connection with any public filings or related releases required by Law. Without prejudice
to the rights and remedies otherwise available under this Lease, the parties shall be entitled to equitable relief, including
injunction or specific performance, in the event of any breach or threatened breach of the provisions of this Article 52. In addition,
Landlord and Tenant agree to indemnify each other for any reasonable out-of-pocket costs and expenses, including reasonable attorneys’
fees and expenses, which Landlord or Tenant may incur in connection with such breach and/or the enforcement of this Article 52.
The obligations set forth in this Article 52 shall survive the expiration or termination of the Lease.


 


[THE
BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK.]


 




    64


     


    

 


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


 


	ATTEST:	 	LANDLORD:
	 	 	 	 
	 	 	LSREF4 TURTLE, LLC
	 	 	a Delaware limited liability company
	 	 	 	 
	 /s/	 	By:  	/s/ Laura P Sims
	 	 	Name:  	Laura P Sims
	 	 	Title:	Vice-President
	 	 	 	 
	ATTEST:	 	TENANT:
	 	 	 	 
	 	 	CELULARITY INC.
	 	 	a Delaware corporation
	 	 	 	 
	 /s/	 	By:  	/s/ Robert J. Hariri
	 	 	Name:	Robert J. Hariri
	DANIELLE N. PENNA	 	Title:	Chairman and CEO
	NOTARY PUBLIC OF NEW JERSEY	 	 	 
	My Commission Expires 7/20/2021	 	 	 



 




    65


     


    

 


EXHIBIT
A


 


DESCRIPTION
OF LAND


 




    A-1


     


    

 


LEGAL
DESCRIPTION


 


170
Park Avenue

Florham Park, NJ


 


Real
property in the City of Florham Park, County of Morris, State of New Jersey, described as follows:


 


170
Park Avenue:


All
that certain tract, parcel and lot of land lying and being situate in the Borough of Florham Park, County of Morris, State of
New Jersey, being more particularly described as follows:


 


Parcel
I


ALL
THAT CERTAIN TRACT, PARCEL AND LOT OF LAND LYING AND BEING BEGINNING AT AN IRON BAR WITH CAP SET AT THE POINT OF !NTERSECTION
OF THE DIVIDING LINE BETWEEN LOT 3.01 & LOT 1, BLOCK 1401 AND LOT 3.01 & LOT 1.06, BLOCK 1401 AS SHOWN ON A MAP ENTITLED
“PRELIMINARY & FINAL MAJOR SUBDIVISION PLAT, LOT 3, BLOCK 1401, 160-170 PARK AVENUE, BOROUOH OF FLORHAM PARK, MORRIS
COUNTY, NEW JERSEY” PREPARED BY CONTROL POINT ASSOCIATES, INC., APPROVED AND ABOUT TO BE FILED IN THE MORRIS COUNTY CLERK’S
OFFICE, AND FROM SAID BEGINNING POINT RUNNING, THENCE; ALONG THE DIVIDING LINE BETWEEN LOT 3.01 & LOT 1, BLOCK 1401, THE FOLLOWING
FOUR (4) COURSES:


 


1.
ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 530.00 FEET, A CENTRAL ANGLE OF 19 DEGREES – 00 MINUTES – 00 SECONDS,
AN ARC LENGTH OF 175.75 FEET BEARING A CHORD OF SOUTH 80 DEGREES – 30 MINUTES – 00 SECONDS EAST, A CHORD DISTANCE
OF 174.95 FEET TO AN IRON BAR WITH CAP SET AT THE POINT OF TANGENCY, THENCE;


 


2.
SOUTH 71 DEGREES – 00 MINUTES – 00 SECONDS EAST, A DISTANCE OF 73.25 FEET TO AN IRON BAR WITH CAP SET AT THE POINT
OF CURVATURE, THENCE;


 


3.
ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 460.00 FEET, A CENTRAL ANGLE OF 47 DEGREES – 10 MINUTES – 00 SECONDS,
AN ARC LENGTH OF 378.68 FEET BEARING A CHORD OF NORTH 85 DEGREES – 25 MINUTES – 00 SECONDS EAST, A CHORD DISTANCE
OF 368.08 FEET TO AN IRON BAR WITH CAP SET AT THE POINT OF REVERSE, CURVATURE, THENCE;


 


4.
ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 815.00 FEET, A CENTRAL ANGLE OF 63 DEGREES – 05 MINUTES – 59 SECONDS,
AN ARC LENGTH OF 897.56 FEET, BEARING A CHORD OF SOUTH 86 DEGREES – 37 MINUTES – 00 SECONDS EAST, A CHORD DISTANCE
OF 852.88 FEET TO A CONCRETE MONUMENT SET AT THE POINT OF NON-TANGENCY, THENCE;


 




    A-2


     


    

 


 


ALONG
THE DIVIDING LINE BETWEEN LOT 3.01 AND LOT 3.02, BLOCK 14-01, THE FOLLOWING TWO (2) COURSES:


 


5.
SOUTH 52 DEGREES – 19 MINUTES – 40 SECONDS WEST, A DISTANCE OF 1,206.99 FEET TO AN IRON BAR WITH CAP SET, THENCE;


 


6.
NORTH 74 DEGREES – 13 MINUTES – 58 SECONDS WEST, A DISTANCE OF 524.48 FEET TO A POINT,


THENCE;


 


7.
ALONG THE DIVIDING LINE BETWEEN LOT 3.01 AND LOT 1.03, BLOCK 1401, DUE NORTH, A DISTANCE OF 668. 77 FEET TO THE POINT AND PLACE
OF BEGINNING.


 


CONTAINING
796,616 SQUARE FEET OR 18.288 ACRES.


 


Parcel
II


 


TOGETHER
WITH THE RIGHTS UNDER THE EASEMENTS CONTAINED IN DEED BOOK Q-65, PAGE 241 AND DEED BOOK K-70, PAGE 332.


 


Parcel
III


 


TOGETHER
WITH THE RIGHTS TO A CERTAIN ACCESS EASEMENT TO PARK AVENUE AND RIDGEDALE AVENUE AS SET FORTH IN DEED BOOK 4994 PAGE 328.


 


Parcel
IV


 


TOGETHER
WITH AND SUBJECT TO THOSE BENEFICIAL RIGHTS AS SET FORTH IN DECLARATION OF RECIPROCAL EASEMENTS AS SET FORTH IN DEED BOOK 4674
PAGE 169, AMENDED BY AMENDMENT TO DECLARATION OF RECIPROCAL EASEMENTS BY AND BETWEEN EXXON MOBIL FOUNDATION; ROCK-FLORHAM, LLC
AND ROCK-FLORHAM SPE, LLC, DATED OCTOBER 9, 2002 RECORDED OCTOBER 21, 2002 IN THE OFFICE OF THE CLERK/REGISTER OF MORRIS
COUNTY IN DEED BOOK 5723 PAGE l24, AND FURTHER AMENDED IN AMENDMENT AND RESTATED DECLARATION OF RECIPROCAL EASEMENTS IN BOOK
21605, PAGE 815.


 


BEING
ALSO KNOWN AS (RFPORTED FOR INFORMATIONAL PURPOSES ONLY):


 


LOT
3 IN BLOCK 1401 ON THE OFFICIAL TAX MAP OF THE BOROUGH OF FLORHAM PARK.


 




    A-3


     


    

 


EXHIBIT
B


 


DEMISED
PREMISES


 




    B-1


     


    

 


 


 




    B-2


     


    

 


EXHIBIT
C


 


LANDLORD’S
WORK


 


Landlord
shall use commercially reasonable efforts to complete the exterior improvements to façade and landscaping in progress as
of the Date (collectively, the “Landlord’s Work”) as shown more particularly on Exhibit C-1 on or before
the later to occur of (i) December 31, 2019 and (ii) Tenant’s occupancy of the Demised Premises for the Permitted Use (the
“Landlord’s Work Deadline”). If Landlord fails to complete Landlord’s Work by the sixtieth (60th)
day after Landlord’s Work Deadline, Tenant shall have the right to complete it at Landlord’s sole cost and expense.
If Landlord fails to pay such amounts within thirty (30) days after receipt of an invoice therefor, and thereafter, within an
additional five (5) Business Days after receipt of a second demand notice from Tenant, Tenant shall have the right to offset such
amounts against upcoming payments of Fixed Rent, accruing interest at the Default Rate.


 




     


     


    

 


Exhibit
C-1


Façade
and Landscaping Plans


 


 


 







     


     


    

 


 


 







     


     


    

 


 


 







     


     


    

 


 


 




     


     


    

 


 





 






     


     


    

 


 





 




     


     


    

 





Exhibit
C-2


 


Tenant’s
Estimated Construction Scope


 


170
Park Ave Construction ApproachFebruary 6, 2019


 


First
9 months


Concentrate
on manufacturing and science


Control
Budget/Spending


Consolidate
sites


Construction
(67% of the buildings total square footage)


Restrict
build out areas to the 1st and 3rd floors


 


3rd
floor


GMP
manufacturing (33% of the cost)


GTP
manufacturing


Quality
Control labs


Process
and Development labs (30% of the cost)


Research
and Development labs


Miscellaneous
support areas


 


1st
floor


Cyro
storage area


Warehouse
(raw material, quarantined material and finish goods)


Gas
cylinder storage


-20
deg storage


-80
deg storage


2
to 8 deg storage(37% of cost)


Shipping
and receiving


Life
Bank cyro storage


Maintenance
area


Offices


Work
stations


Conference
rooms


Mini
café


 


10
to 24 months


 


Area
expansions


 


Fit
out of the 2nd floor


 




    C-1


     


    

 


Amenity
upgrades


 


3rd
floor


Core
area upgrades


 


2nd
floor


Manufacturing
and lab expansion


Office/workstation
area expansion


Fitness
center


Mini
café upgrade


Core
area upgrades


 


1st
floor


Core
area upgrades


Elevator
upgrades


Possible
new entrance/exit near loading dock for finished goods


 




    C-2


     


    

 


EXHIBIT
D


 


INTENTIONALLY
OMITTED


 




    D-1


     


    

 


EXHIBIT
E


 


BUILDING
WORK RULES


 


These
Building Work Rules are access and construction rules to be followed by contractors, designers and vendors who require access
to the Building or who will be designing or installing work in the Building. To the extent of any conflict between this Exhibit
E and the body of the Lease, the body of the Lease shall control.


 


Any
references to Building Management or Building Owner shall mean Landlord.


 


Contractor
means general contractor and/or its subcontractors and suppliers doing construction or related work in the Building either directly
for Landlord or Tenant.


 


Design/Preconstruction/General
Construction Rules


 


		1.	All
                                         space plans, final drawings and engineering or design/build drawings must be approved
                                         in accordance with the Lease.



 


		2.	Architectural,
                                         mechanical, plumbing, sprinkler and electrical as-built drawings must be forwarded to
                                         the Building Owner at the completion of the project. As-builts shall be accompanied by
                                         an air balance report, confirming the HVAC system balanced within 10% of design criteria,
                                         a copy of the re-labeled electrical panel schedule and all other record documents required
                                         by the Lease.



 


		3.	Existing
                                         as-builts, backgrounds or suite documentation issued by the Building Owner are intended
                                         to assist only and are not to be solely relied on without verification by the contractor,
                                         consultant or vendor. Architects must field verify.



 


		4.	[Intentionally
                                         Omitted].



 


		5.	All
                                         activities and changes that may result in a cost to Building Owner must be approved in
                                         writing by Building Owner prior to the cost being incurred. Claims for additional costs
                                         for activities or changes not previously approved by Building Owner will be disqualified
                                         and rejected without payment.



 


		6.	The
                                         Contractor shall be held responsible for its subcontractors’ actions in all cases.
                                         At all times, the General Contractor must be on site when subcontractors are working
                                         in the building.



 


		7.	[Intentionally
                                         Omitted].



 


		8.	[Intentionally
                                         Omitted].



 


		9.	[Intentionally
                                         Omitted].



 




    E-1


     


    

 


		10.	A
                                         copy of the construction permit and the construction schedule shall be submitted to the
                                         Building Owner prior to construction and a list of subcontractors shall be provided promptly
                                         thereafter. The permit set of drawings will be delivered to the Building Owner at the
                                         completion of the job. A copy of the tenant’s permanent or temporary Certificate
                                         of Occupancy shall be sent to the Building Owner’s attention at job conclusion.



 


		11.	A
                                         certificate of insurance showing general liability and workman’s compensation
                                         for the General Contractor, listing



 


LSREF4
Turtle, LLC


Transwestern


Hudson
Americas L.P.


and
their respective partners, agents and employees


 


as
additional insureds, and having coverage as set forth in the contract, shall be delivered to the Building Owner prior
to commencement of work.


 


		12.	The
                                         Contractor will submit to Building Owner an executed damage report prior to construction
                                         commencement in the event damage occurs during construction, the Contractor, as directed
                                         by Building Owner/Chief Engineer, will repair any damage caused to the Building by the
                                         Contractor, including but not limited to the doors and freight elevators. The Owner reserves
                                         the right to remedy the defects at the Contractors expense if the work is not acceptably
                                         corrected promptly after written notification.



 


		13.	[Intentionally
                                         Omitted].



 


		14.	[Intentionally
                                         Omitted].



 


		15.	When
                                         welding or burning is allowed, it shall comply with all applicable codes. All necessary
                                         permits must be obtained, and a fire extinguisher must be provided with 75 feet of welding
                                         or burning that is allowed. It shall comply with all applicable codes.



 


		16.	All
                                         lock changes shall require prior written notification by the Contractor to Building
                                         Management and must comply with established building standard specifications. (See Chief
                                         Engineer for lockset specifications).



 


		●	All
                                         locks must be keyed to the building master.



 


		17.	The
                                         Contractor shall submit a project schedule to Building Owner.



 


		18.	[Intentionally
                                         Omitted].



 


		19.	The
                                         following additional rules apply to all contractors and subcontractors:



 


		●	All
                                         contractors are required to sign in to a log book each day prior to work commencing.



 


		●	NO
                                         SMOKING.



 




    E-2


     


    

 


		●	No
                                         eating or coffee breaks allowed in public areas or occupied tenant space, or outside
                                         the building’s main entrance. The only approved area for eating or coffee breaks
                                         is within the contracted work area (if not occupied) or space designated by the Building
                                         Owner.



 


		●	No
                                         congregating in public areas within the building or the building’s premises. Meetings,
                                         lunches and breaks are to be within the contracted work areas.



 


		●	Serious
                                         offenses which will result in immediate dismissal of the offending individuals from the
                                         premises or include:



 


		o	Possessing
                                         or consuming drugs or illegal substances while on the property.



 


		o	Violating
                                         Local, State or Federal Statutes or Regulations while on the property.



 


		o	Physically
                                         or verbally abusing/harassing any individual who works in or visits the building.



 


		o	Duplicating
                                         of keys, disabling of locking mechanisms or illegal entrance into any restricted space
                                         within the property.



 


		o	Use
                                         of foul or vulgar language.



 


		20.	All
                                         new, existing and relocated equipment and devices shall be easily accessible (i.e., not
                                         blocked by new or existing construction) unless such blockage or obstruction is shown
                                         in Tenant’s Plans.



 


		●	There
                                         must be no obstructions of any sort blocking access to VAV Controls.



 


		●	Doors
                                         must be able to swing at least 90 degrees.



 


		21.	The
                                         Contractor shall notify the Building Owner/Chief Engineer at least 48 hours in advance
                                         of completion of construction. A walk-through and unified punch list shall be created
                                         on each project before final payment will be considered.



 


		●	A
                                         pre-ceiling close-in inspection is also required.



 


		22.	No
                                         contractor shall lay wiring on ceiling grid. All wiring, including communications, shall
                                         be strapped or wire tied to the deck above in compliance with the applicable code. Under
                                         no circumstance may wire be strapped to sprinkler piping.



 


		23.	No
                                         wiring of any kind shall penetrate fire dampers in demising partitions.



 


		24.	No
                                         improvements will be accepted that would alter the Building’s appearance from the
                                         exterior, except to the extent identified in Tenant’s Plans.



 




    E-3


     


    

 


		25.	All
                                         floor slabs must be X-Rayed prior to core drilling and all core drilling locations must
                                         be approved by Building Engineer.



 


		26.	[Intentionally
                                         Omitted].



 


		27.	[Intentionally
                                         Omitted].



 


		28.	[Intentionally
                                         Omitted].



 


		29.	No
                                         odor causing or construction activities that hinder or impede building operations are
                                         allowed. Landlord reserves the right to constitute the definition of an offending odor
                                         and/or construction activity which may impede building or tenant operations and/or the
                                         quiet enjoyment of existing tenants. If a construction activity is ceased due to violation
                                         of this, any overtime costs incurred will solely be the responsibility of the Contractor
                                         and/or tenant, and not that of the building owner or the managing agent. It is the responsibility
                                         of the Contractor to control all noise during the project.



 


		30.	The
                                         Contractor shall notify the Building Owner 48 hours prior to commencing any work which
                                         may cause objectionable noise or odors. To reduce the quantity of indoor air contaminants
                                         that are odorous or potentially irritating to provide installer and occupant health and
                                         comfort:



 


		●	Paints
                                         and coatings must meet or exceed the VOC and chemical component limits of Green Seal
                                         requirements



 


		●	Carpet
                                         systems must meet or exceed the Carpet and Rug Institute Green Label Indoor Air Quality
                                         Test Program



 


		●	Composite
                                         wood and agrifiber products must contain no added urea-formaldehyde resins



 


		31.	[Intentionally
                                         Omitted].



 


		32.	[Intentionally
                                         Omitted].



 


		33.	[Intentionally
                                         Omitted].



 


		34.	[Intentionally
                                         Omitted].



 


		35.	Contractor
                                         agrees to protect all elevator door jams.



 


		36.	Construction
                                         materials and equipment shall not be staged or stored in any area outside of the Building
                                         without prior written approval of the Building Owner.



 


		37.	The
                                         Contractor must clean existing restrooms/janitor’s closets as part of the final
                                         clean up.



 




    E-4


     


    

 


		38.	The
                                         Contractor shall be responsible for the following expenses:



 


		●	[Intentionally
                                         Omitted].



 


		●	[Intentionally
                                         Omitted].



 


		●	Extended
                                         engineering services as may be required to perform work.



 


		●	Protection
                                         and restoration of all finished surfaces to remain (i.e. carpet, glass, aluminum, ceilings,
                                         wall covering, paint, hardware, stairwells, elevator interior, etc.)



 


		39.	[Intentionally
                                         Omitted].



 


		40.	The
                                         location of all thermostats shall be as indicated on Tenant’s Plans.



 


		41.	The
                                         Contractor shall verify furniture plans and be responsible for mounting thermostats away
                                         from file cabinets, shelves, etc. to allow good airflow.



 


		42.	Any
                                         electrical closet left open with the panel exposed, must have qualified Contractor personnel
                                         present at all times.



 


		43.	All
                                         Contractor activities must be conducted in a professional manner



 


		44.	NOISE:
                                         Construction outside of the Building is prohibited on Sundays, New Year Day, Memorial
                                         Day, July 4th, Labor Day, Thanksgiving Day, and Christmas Day.



 


Cleaning
Rules


 


		1.	[Intentionally
                                         Omitted].



 


		2.	[Intentionally
                                         Omitted].



 


		3.	The
                                         Building Owner/Chief Engineer assumes no responsibility for the Contractor’s trash
                                         containers. Trash shall be contained within the Contractor’s trash containers which
                                         should be emptied on a regular basis and never allowed to overflow or otherwise remain
                                         outside of the required container.



 


		4.	All
                                         suites that contractors work in shall have construction dirt, dust and debris removed
                                         prior to completion inspection. This final cleaning includes cleaning of all carpet,
                                         windowsills, inside of perimeter windows, light diffusers, HVAC grilles, cabinets, sinks,
                                         etc.



 


		5.	Protection
                                         and cleanup of existing finishes in common areas, in restrooms used by contractors and
                                         in the freight elevators shall be performed by the Contractor to the satisfaction of
                                         the Building Owner. The Contractor shall provide adequate matting/protection for all
                                         Building finishes. Walk off mats shall also be provided and cleaned periodically by the
                                         Contractor. Methods and times of protection shall be submitted in writing to the Building
                                         Owner for approval.



 




    E-5


     


    

 


		6.	The
                                         cleanup of construction tools and equipment will be confined only to the janitor closet.
                                         All janitorial, electrical and telephone closets utilized by construction should be cleaned
                                         and free from construction debris after the construction is complete. No paints, joint
                                         compounds, grout, floor adhesives, thinners, or hazardous material will be poured down
                                         the drain or stored in the space either during or after construction. These should be
                                         disposed of in a proper container.



 


		●	If
                                         Contractor needs to find a proper container to dispose of above substances, he shall
                                         contact the Building Engineer or Building Owner.



 


		7.	The
                                         Contractor shall protect drains to prevent clogging and shall clear all drains which
                                         have become clogged during construction.



 


		8.	The
                                         Contractor must leave the constructed space completely clean, including but not limited
                                         to the cleaning of the inside of all exterior windows and sills, all interior windows
                                         and sill, all light fixture lenses, all HVAC grills, cabinets and sinks. The Contractor
                                         must also vacuum the floor, including edge vacuuming, as a part of its work.



 


		9.	Food
                                         and related such debris shall not be left in the suite under construction or anywhere
                                         else in the Building at any time.



 


		10.	[Intentionally
                                         Omitted].



 


		11.	Contractor
                                         agrees to clean any and all unoccupied space during construction.



 


HVAC
Rules


 


		1.	[Intentionally
                                         Omitted].



 


		2.	Contractor
                                         shall develop and implement an Indoor Air Quality Management Plan for the occupancy phases
                                         of the building as follows:



 


		●	Protect
                                         stored on-site or installed absorptive materials from moisture damage



 


		●	Protect
                                         existing VAV boxes with filtration media.



 


		●	Replace
                                         filtration media immediately prior to occupancy. When possible, conduct a minimum 2-week
                                         flush out with new filtration media with 100% outside air after construction ends and
                                         prior to occupancy of the affected space.



 


		3.	The
                                         Contractor shall observe the following procedures:



 


		●	[Intentionally
                                         Omitted].



 


		●	[Intentionally
                                         Omitted].



 


		●	Any
                                         equipment placed on the roof must be indicated as such on Tenant’s Plans.



 




    E-6


     


    

 


		●	Contractors
                                         are not to sit or stand on building equipment.



 


		●	Contractors
                                         shall cover the main HVAC return with filter material.



 


		●	A
                                         preliminary inspection of the HVAC work in progress shall be scheduled through the Building
                                         Owner/Chief Engineer prior to the installation or re-installation of the ceiling grid.



 


		●	A
                                         second inspection of the HVAC work in progress shall be scheduled through the Building
                                         Owner/Chief Engineer and shall take place with the attendance of the HVAC contractor’s
                                         air balance engineer and the Chief Engineer. This inspection shall take place when the
                                         suite in question is ready to be air-balanced. All diffusers will be balanced within
                                         10% of design criteria.



 


		●	The
                                         Chief Engineer will inspect the construction on a periodic basis.



 


		●	[Intentionally
                                         Omitted].



 


		4.	Supply/return
                                         air shall be balanced by the Contractor and shall not affect entry or interior door operation.



 


Electrical
Rules


 


		1.	[Intentionally
                                         Omitted].



 


		2.	Electrical
                                         panel schedules must be completely replaced and dated, identifying all new circuits.
                                         All new panel schedules shall be typewritten and a final copy provided to the Building
                                         Manager/Chief Engineer.



 


		3.	All
                                         electrical outlets and lighting circuits shall be property identified. Outlets shall
                                         be labeled on the backside of the cover plate with a label maker.



 


		4.	[Intentionally
                                         Omitted].



 


Fire
& Life Safety Rules


 


		1.	The
                                         Contractor is responsible for ensuring job site safety. This includes safety for the
                                         work force as well as anyone entering the construction area. The Contractor shall provide
                                         protection and barricades as required to ensure personnel safety and shall strictly comply
                                         with OSHA at a minimum.



 


		2.	All
                                         Building Fire/Life Safety System work, including demolition, smoke detectors, fire pull
                                         stations and fire panel tie-ins must be completed by Hiller Fire Systems. All work must
                                         be monitored by the Building Engineer. Prior to occupancy the Contractor will demonstrate
                                         to the Building Owner/Chief Engineer’s satisfaction that the Fire/Life Safety Systems
                                         are functioning properly.



 


		●	[Intentionally
                                         Omitted].



 


		●	All
                                         Smoke Detectors must be covered and protected prior to work. Failure to do so will result
                                         in Contractor having the smokeheads professionally cleaned at Contractor expense.



 


		3.	[Intentionally
                                         Omitted].



 




    E-7


     


    

 


EXHIBIT
F


 


SAMPLE
FORM OF LETTER OF CREDIT


 


(ISSUE
DATE)


 


Irrevocable
Standby Letter of Credit Number: _________________


 


BENEFICIARY:


LSREF4
TURTLE, LLC


2711
N. HASKELL AVENUE, SUITE 1700


DALLAS,
TX 75204


 


APPLICANT:


CELULARITY
INC.


33
TECHNOLOGY DRIVE


WARREN,
NJ 07059


 


AMOUNT:


USD
[_______________________]


(U.S.DOLLARS
[_______________________] AND 00/100 ONLY)


 


EXPIRY
DATE AND PLACE: ONE (1) YEAR FROM LC ISSUE DATE AT


CITY
NATIONAL BANK


INTERNATIONAL
DEPARTMENT


350
S. GRAND AVENUE, MAIL CODE 944-01


LOS
ANGELES, CA 90071


 


LADIES/GENTLEMEN:


 


WE
HEREBY ESTABLISH OUR IRREVOCABLE STANDBY LETTER OF CREDIT IN FAVOR OF LSREF4 TURTLE, LLC (“BENEFICIARY”) FOR
ACCOUNT OF CELULARITY INC., (“APPLICANT”) AVAILABLE BY PAYMENT OF YOUR DRAFT(S) AT SIGHT IN THE FORM ATTACHED
HERETO AS EXHIBIT A WITH APPROPRIATE INSERTIONS AND ACCOMPANIED BY DOCUMENTS AS SPECIFIED BELOW:


 


1. THIS
ORIGINAL STANDBY LETTER OF CREDIT, AND AMENDMENT(S), IF ANY.


 


2. BENEFICIARY’S
SIGNED AND DATED STATEMENT WORDED AS FOLLOWS:


 


“THE
UNDERSIGNED, AN AUTHORIZED SIGNER FOR LSREF4 TURTLE, LLC (‘BENEFICIARY’), CERTIFIES THAT THE AMOUNT OF THE
ATTACHED DRAFT REPRESENTS FUNDS DUE AND PAYABLE TO BENEFICIARY PURSUANT TO THAT CERTAIN LEASE AGREEMENT BY AND BETWEEN LSREF4
TURTLE, LLC, AS LANDLORD, AND CELULARITY INC., AS TENANT, DATED (INSERT DATE OF LEASE). BENEFICIARY FURTHER CERTIFIES THAT AN
EVENT OF DEFAULT UNDER THE TERMS, PROVISIONS AND CONDITIONS OF THE LEASE HAS OCCURRED AND HAS NOT BEEN CORRECTED BEYOND ANY
PERIODS OF NOTICE AND GRACE. THEREFORE, WE ARE DRAWING THE AMOUNT OF (INSERT AMOUNT OF DRAFT) UNDER CITY NATIONAL BANK LETTER
OF CREDIT NUMBER (LC NUMBER).”


 






    F-1


     


    

 


OR,


 


“THE
UNDERSIGNED, AN AUTHORIZED SIGNER FOR LSREF4 TURTLE, LLC, CERTIFIES THAT WE ARE IN RECEIPT OF A WRITTEN NOTICE FROM CITY NATIONAL
BANK OF ITS ELECTION NOT TO EXTEND THE FOLLOWING REFERENCED LETTER OF CREDIT FOR AN ADDITIONAL PERIOD OF ONE YEAR, AND AS OF THE
DATE OF THIS DRAWING, WE HAVE NOT RECEIVED AN ACCEPTABLE REPLACEMENT LETTER OF CREDIT FROM CELULARITY INC. THEREFORE, PURSUANT
TO THE LEASE, WE ARE DRAWING THE AMOUNT OF (INSERT AMOUNT OF DRAFT) UNDER CITY NATIONAL BANK LETTER OF CREDIT NUMBER (LC NUMBER).”


 


SPECIAL
CONDITIONS:


 


1. PARTIAL
DRAWINGS ARE ALLOWED.


 


2. MULTIPLE
DRAWINGS ARE ALLOWED.


 


3. IT
IS A CONDITION OF THIS LETTER OF CREDIT THAT IT SHALL BE DEEMED AUTOMATICALLY EXTENDED WITHOUT AMENDMENT FOR AN ADDITIONAL PERIOD
OF ONE (1) YEAR FROM THE EXPIRY DATE HEREOF OR ANY FUTURE EXPIRY DATE, UNLESS AT LEAST SIXTY (60) DAYS PRIOR TO ANY EXPIRATION
DATE, WE SEND NOTICE TO THE BENEFICIARY BY OVERNIGHT COURIER SERVICE AT THE ABOVE ADDRESS, THAT WE ELECT NOT TO EXTEND THIS LETTER
OF CREDIT FOR ANY SUCH ADDITIONAL PERIOD. HOWEVER, IN THE EVENT SUCH NOTICE IS GIVEN, YOU MAY DRAW THE THEN FULL AVAILABLE AMOUNT
OF THIS LETTER OF CREDIT IN ACCORDANCE WITH THE TERMS HEREIN.


 


4. THIS
LETTER OF CREDIT IS TRANSFERABLE IN ITS ENTIRETY. TRANSFER OF THIS LETTER OF CREDIT IS SUBJECT TO CITY NATIONAL BANK’S
RECEIPT OF FULLY COMPLETED BENEFICIARY’S INSTRUCTIONS IN THE FORM ATTACHED HERETO AS EXHIBIT B, ACCOMPANIED BY THE
ORIGINAL OF THIS LETTER OF CREDIT AND AMENDMENT(S), IF ANY. SUCH TRANSFER REQUEST BY THE BENEFICIARY SHALL BE EFFECTIVE BY
CITY NATIONAL BANK’S ENDORSEMENT OF THE TRANSFER ON THE ORIGINAL LETTER OF CREDIT AND ITS DELIVERY BY US TO THE
TRANSFEREE. TRANSFER FEES ARE FOR ACCOUNT OF THE APPLICANT.


 






    F-2


     


    

 


WE
SHALL HOUNOUR YOUR SIGHT DRAFT(S) WIHTOUT INQUIRING WHETHER YOU HAVE THE RIGHT AS BETWEEN YOU AND THE APPLICANT TO MAKE SUCH DEMAND
AND WITHOUT ACKNOWLEDGING ANY CLAIM OR INSTRUCTIONS OF THE APPLICANT.


 


ALL
BANKING CHARGES ARE FOR THE APPLICANT’S ACCOUNT.


 


THE
AMOUNT AND DATE OF PRESENTATION OF ANY DRAFT DRAWN AND PRESENTED PURSUANT TO THE TERMS OF THIS LETTER OF CREDIT SHALL BE NOTED
ON THIS ORIGINAL LETTER OF CREDIT. AFTER MAKING SUCH NOTATION, WE SHALL RETURN THIS ORIGINAL LETTER OF CREDIT TO YOU, UNLESS SUCH
DRAFT PRESENTED AND PAID SHALL EXHAUST THIS CREDIT, IN WHICH CASE THIS LETTER OF CREDIT SHALL BE RETAINED BY

US.


 


WE
HEREBY ENGAGE WITH YOU THAT ALL SIGHT DRAFTS DRAWN UNDER AND IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS LETTER OF CREDIT
SHALL BE DULY HONORED IF PRESENTED FOR PAYMENT AT THE OFFICE OF CITY NATIONAL BANK, INTERNATIONAL DEPARTMENT, 350 S. GRAND AVENUE,
MAIL CODE 944-01, LOS ANGELES, CALIFORNIA 90071 ON OR BEFORE THE EXPIRATION DATE OF THIS LETTER OF CREDIT.


 


UPON
OUR RECEIPT OF A FULLY COMPLETED “LETTER OF INDEMNITY” FORM AS PER EXHIBIT C OF CITY NATIONAL BANK FOR LOST LETTER
OF CREDIT, WITH THE ORIGINAL SIGNATURE OF THE BENEFICIARY AND OUR “REPLACEMENT FOR LOST LETTER OF CREDIT” FEE OF USD
150.00 PLUS USD 35.00 COURIER FEE, WE SHALL ISSUE AND SEND TO THE BENEFICIARY A DUPLICATE ORIGINAL LETTER OF CREDIT/AMENDMENT(S)
TO BE USED WHEN THE ORIGNAL LETTER OF CREDIT IS REQUIRED.


 


EXCEPT
SO FAR AS OTHERWISE EXPRESSLY STATED, THIS LETTER OF CREDIT IS ISSUED SUBJECT TO THE INTERNATIONAL STANDBY PRACTICES 1998 (“ISP98”),
INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO. 590.


 


SHOULD
YOU HAVE OCCASION TO COMMUNICATE WITH US REGARDING THIS LETTER OF CREDIT, KINDLY DIRECT YOUR COMMUNICATION TO THE ATTENTION OF
OUR STANDBY LETTER OF CREDIT DEPARTMENT AT THE ABOVE ADDRESS OR PHONE (213) 673-8640, MAKING SPECIFIC REFERENCE TO OUR LETTER
OF CREDIT NUMBER (LC NUMBER).


 


City
National Bank


 




    F-3


     


    

 


THIS
EXHIBIT A IS AN INTEGRAL PART OF IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER ____________


 


SIGHT
DRAFT


 


DATE:____________


 


TO:
CITY NATIONAL BANK


350
S. GRAND AVENUE, MAIL CODE 944-01


LOS
ANGELES, CALIFORNIA 90071


ATTN:
INTERNATIONAL DEPARTMENT


 


AT
SIGHT, PAY TO THE ORDER OF:


________________________________________________


 


THE
SUM OF ________________________________________________ U.S. DOLLARS


 


(USD__________________)


 


DRAWN
UNDER IRREVOCABLE STANDBY LETTER OF CREDIT NO. (LC NUMBER) OF CITY NATIONAL BANK, LOS ANGELES, CALIFORNIA.


 


(INSERT
NAME OF BENEFICIARY)


 





	 	BY:	 	 
	 	 	(SIGNATURE)	 
	 	 	 	 
	 	NAME:	 	 
	 	 	(PRINTED NAME)	 
	 	 	 	 
	 	TITLE:	 	 


 




    F-4


     


    

 


EXHIBIT
B


 


THIS
EXHIBIT IS AN INTEGRAL PART OF CITY NATIONAL BANK IRREVOCABLE STANDBY LETTER OF CREDIT NO.


 


TRANSFER
INSTRUCTIONS FORM


DATE


 


TO:


City
National Bank


International
Department


350
S. Grand Avenue, Mail Code 944-01


Los
Angeles, California 90071


 


RE:
City National Bank Letter of Credit No.


Dated


 


Ladies/Gentlemen:


For
value received, the undersigned beneficiary hereby irrevocably transfers to:


 


(Name
of Transferee)


 


(Address
of Transferee)


 


all
rights of the undersigned beneficiary to draw under the above-referenced Letter of Credit in its entirety.


 


By
this transfer, all rights of the undersigned beneficiary in such Letter of Credit are transferred to the transferee and the transferee
shall have the sole rights as beneficiary thereof, including sole rights relating to any amendments whether increases or extensions
or other amendments and whether now existing or hereafter made. All amendments are to be advised direct to the transferee without
necessity of any consent of or notice to the undersigned beneficiary.


 


The
original of the Letter of Credit is returned herewith together with any and all amendments, and we ask you to endorse the transfer
on the reverse of the Letter of Credit, and forward it direct to the transferee with your customary notice of transfer.


 


	Beneficiary
    name:	 	Signature
                                         Guaranteed

                                                                                                                                                                                                           

        The
        beneficiary’s signature with title conforms with that on file with us and as such is authorized for the execution
        of this document.

	Authorized
    Signature:	 	Name
    of Bank:
	Name
    of signer:	 	Authorized
    Signature:
	Title
    of signer:	 	Name
    of signer:
	 	 	Title
    of signer:
	 	 	Telephone
    number:


 




    F-5


     


    

 


EXHIBIT
C


 


(BENEFICIARY’S
LETTERHEAD)


 


Date:


 


		To:	City
National Bank



International
Department


350
S. Grand Avenue, Mail Code 944-01


Los
Angeles, CA 90071


 


Subject:
Letter of Indemnity for lost original Standby Letter of Credit No.


Applicant:


Amount:


 


Ladies/Gentlemen:


 


We
understand that the original of the above referenced Standby Letter of Credit number has been lost and further certify that there
has been no transfer or assignment of proceeds of this Standby Letter of Credit.


 


We
request you to issue a Duplicate Original of the above-mentioned Standby Letter of Credit and have it issued to ________, as beneficiary,
and agree to indemnify you and hold you harmless from and against any and all losses, costs, liabilities, fees (including but
not limited to legal fees), charges or expenses which are incurred by you, either directly or indirectly, resulting from your
issuing a Duplicate Original of the above-mentioned Letter of Credit to the aforementioned new beneficiary.


 


Enclosed
is our cashier’s check for $ ______ in payment of your amendment, replacement & courier fee.


 


The
Officer(s) signing here-in-below on behalf of ________ (as beneficiary) has (have) the corporate authority and power to enter
into this indemnification and is (are) authorized to execute this document.


 


Sincerely,

(Beneficiary)


 







 





Authorized Signature


Printed
Name: ________________ Title: _______________ Telephone: 


 


Signature
verified by:

(Beneficiary’s Bank)

(Bank’s address)


 





 








(Officer’s Name, Title, Telephone and Signature)

OR,

Duly Notarized


 




    F-6


     


    

 


EXHIBIT
G


 


SUBORDINATION,
NON-DISTURBANCE AND

ATTORNMENT AGREEMENT


 


THIS
SUBORDINATION, NON-DISTURBANCE, AND ATTORNMENT AGREEMENT (the “Agreement”) is made as of ________________
____, 2019, between CELULARITY INC., an Delaware corporation (“Tenant”), LSREF4 TURTLE, LLC, a Delaware limited
liability company (“Landlord” or “Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION,
AS TRUSTEE FOR THE BENEFIT OF HOLDERS OF LONE STAR PORTFOLIO TRUST 2015-LSP, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES
2015-LSP, its successors and/or assigns (hereinafter “Lender”).


 


Recitals
of Fact


 


A. Tenant
is the tenant under a lease dated _______________(the “Lease”) by and between Tenant, as lessee, and Landlord,
as lessor, for certain premises more particularly described in the Lease (the “Premises”) located on the property
legally described on Exhibit “A” (the “Property”).


 


B. Lender
is the owner and holder of a loan made by JP Morgan Chase Bank, National Association and Column Financial, Inc. (the “Loan”)
to Borrower, which is evidenced by a Promissory Note (the “Note”) from Borrower to Lender and secured in part
by a first deed of trust, mortgage, or deed to secure debt (which is herein called the “Security Instrument”).
The Security Instrument, the Note and all other documents and instruments evidencing and/or securing the Note or now or hereafter
executed by Borrower or others in connection with or related to the Loan including any assignments of leases and rents, other
assignments, security agreements, financing statements, guarantys, indemnity agreements (including environmental indemnity agreements),
letters of credit, or escrow/holdback arrangements, together with all amendments, modifications, substitutions or replacements
thereof, are sometimes herein collectively referred to as the “Loan Documents”.


 


C. Lender,
Landlord and Tenant desire to enter into this Agreement to establish certain rights, safeguards and obligations with respect to
their interests and provide further for various contingencies as hereinafter set forth.


 


Agreement


 


In
consideration of the mutual covenants and agreements herein contained, the parties hereto, intending to be legally bound hereby,
agree and covenant as follows:


 


1. Warranties
and Representations. Tenant represents and warrants to Lender that (a) the Lease is in full force and effect, (b) Tenant is
not in default thereunder, past any permitted grace or cure period in the Lease, (c) to Tenant’s actual knowledge, Landlord
is not in default thereunder, past any permitted grace or cure period in the Lease, and (d) Tenant has not previously subordinated
the Lease to any other security instrument or lien on the Property that is still effective.


 




    G-1


     


    

  


2. Subordination.
Subject to the terms and conditions hereof, Tenant hereby subordinates its interest in the Lease and all of its right, title and
interest in and to the leasehold estate created thereby, to the lien created by the Security Instrument and the other Loan Documents
and to all present or future advances under the obligations secured thereby, provided that, as between the Landlord and Tenant,
nothing contained in this Agreement shall be deemed to affect the obligations of the Landlord or Tenant under the Lease, and any
renewal, or extension of the Lease shall be subject to and entitled to the benefits of this Agreement. The interests subordinated
hereby include without limitation any and all provisions of the Lease, including any extension or renewal rights, options to purchase,
rights of first refusal, and other such rights.


 


3. Non-Disturbance.
Notwithstanding the subordination agreement contained above, Lender agrees that, so long as (i) the Lease remains in full force
and effect including the duration of any properly exercised extension or renewal provisions therein), (ii) Tenant is not in default
under the terms of the Lease, beyond any cure period provided therein, and (iii) Tenant is not in default under this Agreement
beyond all applicable notice and cure periods, then:


 


(a) Lender
shall not diminish or interfere with Tenant’s possession of the Premises, and Tenant’s rights and privileges under
the Lease shall not be diminished or be the subject of any interference by Lender; and


 


(b) Lender
will not join Tenant as a party defendant in any action or proceeding to foreclose the Security Instrument or to enforce any rights
or remedies of Lender under the Security Instrument which would terminate or extinguish the Lease or Tenant’s leasehold
interest in and estate under the Lease.


 


Notwithstanding
the foregoing provisions, Lender may name or join Tenant as a party in a foreclosure proceeding with respect to the Security Instrument
if under the laws of the State where the Property is located it is procedurally necessary or desirable to do so, but in such event
Lender shall in no way diminish or otherwise affect the rights and privileges granted to, or inuring to the benefit of, Tenant
under this Agreement.


 


4. Attornment;
Payment of Rent to Lender in Event of Default. Tenant agrees that in the event Borrower is in default under the Security Instrument
or any other Loan Documents, and after Lender gives notice to Tenant (in the manner hereinafter provided) respecting such default
informing Tenant that Lender has foreclosed on Borrower’s interest in the Lease, then Tenant shall be deemed to have attorned
to Lender as its new landlord under the Lease, and Tenant shall thereafter pay directly to Lender all rentals and all other payments
to be made by Tenant under the Lease. Such payments will be made regardless of any right or setoff, counterclaim or other defense
which Tenant may have against Landlord, whether as tenant under the Lease or otherwise. No proof of default shall be required.
Tenant is hereby irrevocably authorized by Borrower to rely upon and comply with any notice or demand by the Lender for the payment
to the Lender of any rental or other amounts which may be or become due under the Lease, or for the performance of any obligations
under the Lease. Borrower irrevocably agrees that Tenant shall not be liable to Borrower or any person claiming under Borrower,
for making any payment or rendering any performance to Lender. Tenant shall have no obligation or right to inquire whether any
default has actually occurred or is then existing. By its execution of this Agreement, Borrower irrevocably makes and delivers
the above instructions.


 




    G-2


     


    

  


5. Attornment
to Subsequent Owners.


 


(a) If
Lender or its nominee or designee succeeds to the rights of Landlord under the Lease through possession or foreclosure action,
delivery of a deed in lieu of foreclosure or otherwise (a “Succession”), or if another person or entity purchases
the Property upon or following designee, or such purchaser (hereinafter collectively the “New Landlord”), Tenant
shall attorn to and recognize the New Landlord as Tenant’s landlord under the Lease subject to the terms hereof and shall
promptly execute and deliver any instrument that the New Landlord may reasonably request to evidence such attornment. Upon such
attornment, the Lease shall continue in full force and effect as a direct lease between the New Landlord and Tenant upon all terms,
conditions, and covenants as are set forth in the Lease.


 


(b) Notwithstanding
the foregoing subsection, in such event the New Landlord shall not in any event be liable for any of the following:


 


(i) any
previous act or omission of Landlord or any prior landlord under the Lease occurring prior to New Landlord obtaining possession
or title to the Property, unless such act or omission gives rise to a Continuing Default (as defined below);


 


(ii) Except
for the Landlord’s Allowance Offset Right (as defined below), any setoff, defense or counterclaim which has previously accrued
to Tenant against Landlord, which arises prior to the date New Landlord obtains possession or title to the property;


 


(iii) the
performance or observance of any amendment or modification to the Lease made without the written consent of Lender if such consent
was required under the terms of the Loan Documents, except for any amendment or modification to the Lease made in connection with
the exercise of any right of Tenant under the Lease;


 


(iv) any
prepayment of rent or additional rent for more than one (1) month which Tenant might have paid to Landlord, unless previously
approved in writing by Lender; or


 


(v) the
return of any security deposit made under the Lease, unless the security deposit has been paid to New Landlord, provided that
if the security deposit is in the form of a letter of credit and is either un-assignable or is not duly assigned and delivered
to New Landlord following such Succession, Landlord and Lender acknowledge and agree that Tenant may cancel the existing letter
of credit and cause a new letter of credit that meets the requirements in the Lease for a Security Deposit (as defined in the
Lease), to be issued to New Landlord in satisfaction of Tenant’s obligation to provide a security deposit.


 




    G-3


     


    

 


A
“Continuing Default” means a non-monetary default by Landlord under the Lease (including, any general repair
and/or maintenance default under the Lease with respect to the Demised Premises by any prior landlord under the Lease (including
Landlord) that (i) is not personal to Landlord, (ii) began prior to Succession, (iii) is ongoing and continuing following Succession,
(iv) is reasonably susceptible to being cured by Lender or the Transferee, and (v) Tenant provided Lender with notice as required
hereunder prior to Succession, but specifically excluding any construction obligations of Landlord or any prior landlord under
the Lease. Lender or the Transferee shall only have liability for actual damages (not consequential or special damages) that arise
after Succession as a result of its failure to cure a Continuing Default.


 


“Landlord’s
Allowance Offset Right” means, notwithstanding anything in the Lease to the contrary, that after Succession, Landlord
shall have no obligation to pay/reimburse the Landlord Allowance; however, Tenant shall have the right (after providing all notices
and deliverables to Landlord that are required by the Lease) to offset the Fixed Rent due under the Lease by the amount of any
unpaid Landlord’s Allowance. For the avoidance of doubt, the intent of the parties with respect to the Landlord’s
Allowance Offset Right is that after Succession the failure by Landlord to pay/reimburse the Landlord’s Allowance shall
not constitute a default under the Lease but shall entitle Tenant to the offset right contemplated under Section 3.01(g) of the
Lease; provided, however, Tenant shall have no right to compound interest on any Landlord’s Allowance subject to offset
after Succession.


 


6. Lease
Modifications. Tenant agrees that, without the prior written consent of Lender, Tenant shall not: (a) materially amend or
modify, terminate or cancel the Lease or any extensions or renewals thereof (provided that Tenant’s exercise of rights under
the Lease in accordance with the terms thereof, including without limitation, rights to renew, alter, or assign, sublet shall
not require the prior written consent of Lender); (b) make any prepayments of any rent or additional rent in excess of one (1)
month; or (c) subordinate or permit the subordination of the Lease to any lien subordinate to the Security Instrument.


 


7. Notice
of Default; Opportunity to Cure. Tenant agrees that prior to exercising any of its rights and remedies under the Lease in
the event of any default by Landlord thereunder, including any rights of termination, offset, defense or self-help provisions
contained in the Lease, Tenant shall give written notice to Lender of the occurrence of default by Landlord and Landlord’s
failure to cure such default pursuant to the terms of the Lease, specifying, with reasonable clarity, the events constituting
such default. In the event of a monetary default, Tenant shall give Lender ten (10) calendar days after the date of receipt of
such notice to cure such monetary default. In the event of a non-monetary default, Tenant shall give Lender a cure period equal
to the longer of (i) 30 days after the cure period provided to Landlord under the Lease; (ii) 30 days after Lender’s receipt
of Tenant’s notice to Lender of a Landlord default, or (iii) if the cure of such default requires possession of the Property,
30 days after Lender has obtained possession of the Property; provided that in each case, if such default cannot reasonably be
cured within such cure period and Lender has diligently commenced to cure such default within the time contemplated by this Section
7, such cure period shall be extended for so long as necessary for Lender, in the exercise of due diligence, to cure such default.
Tenant acknowledges that Lender is not obligated to cure any Landlord default, but if Lender elects to do so, Tenant agrees to
accept cure by Lender as that of Landlord under the Lease and will not exercise any right or remedy under the Lease for a Landlord
default. Performance rendered by Lender on Landlord’s behalf is without prejudice to Lender’s rights against Landlord
under the Security Instrument or any other documents executed by Landlord in favor of Lender in connection with the Loan.


 




    G-4


     


    

 


 


8. Notices.
Any notice required or permitted to be given hereunder must be in writing and given (a) by depositing same in the United States
mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested; (b) by
delivering the same in person to such party; (c) by transmitting a facsimile copy to the correct facsimile phone number of the
intended recipient; or (d) by depositing the same into the custody of a nationally recognized overnight delivery service addressed
to the party to be notified. In the event of mailing, notices shall be deemed effective three (3) business days after posting;
in the event of overnight delivery, notices shall be deemed effective on the next business day following deposit with the delivery
service; in the event of personal service or facsimile transmissions, notices shall be deemed effective when delivered. For purposes
of notice, the addresses of the parties shall be as follows:


 





	 	 
	 	 
	If to Lender, to:	Wells Fargo Bank, National Association, as Trustee for the benefit of Holders of Lone Star Portfolio Trust 2015-LSP, Commercial Mortgage Pass-Through Certificates, Series 2015-LSP
	 	c/o KeyBank National Association
	 	11501 Outlook St., Ste 300
	 	Overland Park, KS 66211
	 	(816)221-8848 (facsimile)
	 	 
	With a copy to:	Daniel Flanigan, Esq.
	 	Polsinelli
	 	900 W. 48th Place
	 	Suite 900
	 	Kansas City, Missouri 64112
	 	(816) 753-1536 (facsimile)
	 	 
	If to Borrower, to:	c/o Hudson Americas L.P.
	 	2711 North Haskell Avenue, Suite 1800
	 	Dallas, Texas 75204
	 	Attn.: Legal Department
	 	 
	 	and
	 	 
	c/o Hudson Americas L.P.	 
	 	2711 N. Haskell Avenue, Suite 1800
	 	Dallas, Texas 75204
	 	Attn: Dylan McLaughlin
	 	Tel: 917.286.3266
	 	Email: dmclaughlin@hudson-advisors.com
	 	 
	 	With a copy to:
	 	 
		Greenbaum, Rowe, Smith & Davis LLP
		99 Wood Avenue South
		Iselin, New Jersey 08830
		Attention: Matthew J. Schiller





 




    G-5


     


    

  





	 	Metro Corporate Campus One
	 	P.O. Box 5600
	 	Woodbridge, New Jersey 07095-0988
	 	Attention: Matthew J. Schiller
	 	 
	If to Tenant, to:	33 Technology Drive, Suite 2B
	 	Warren, New Jersey 07059
	 	Attn: General Counsel
	 	 
	With a copy to:	Jones Day
	 	77 West Wacker Drive, Suite 3500
	 	Chicago, IL 60601
	 	Attn: Brian L. Sedlak


 


From
time to time either party may designate another or additional addresses for all purposes of this Agreement by giving the other
party no less than ten (10) days’ advance notice of such change of address in accordance with the notice provisions hereof.


 


9. Notice
Under Lease. If the Lease entitles Tenant to notice of the existence of any Security Instrument and the identity of any lender,
this Agreement shall constitute such notice to Tenant with respect to the Security Instrument and this Lender.


 


10. Limitation
of Liability. Lender shall not, by virtue of this Agreement, the Security Instrument or any other instrument to which Lender
may be a party, be or become subject to any liability or obligation to Tenant under the Lease or otherwise, unless specifically
set forth herein.


 


11. Miscellaneous.
This Agreement may not be modified or terminated orally. This Agreement shall inure to the benefit of and be binding upon the
parties hereto, their heirs, representatives, successors and assigns. The term “Lender” shall mean the holder of any
interest in the Security Instrument, from time to time. The term “Landlord” shall mean the holder of the lessor’s
interest in the Lease, from time to time. The term “person” shall mean any individual, joint venture, corporation,
partnership, trust, unincorporated association or other entity. Any inconsistency between the Lease and the provisions of this
Agreement shall be resolved in favor of this Agreement.


 






    G-6


     


    

 


12. Waivers.
BORROWER, TENANT AND LENDER EACH HEREBY AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVE ANY
RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS AGREEMENT, THE
SECURITY INSTRUMENT OR THE OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS
WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER, TENANT AND LENDER, AND IS INTENDED TO ENCOMPASS
INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH RIGHT TO TRIAL BY JURY WOULD OTHERWISE ACCRUE. BORROWER, TENANT AND LENDER
EACH ARE HEREBY AUTHORIZED TO FILE A COPY OF THIS SECTION IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY EACH OTHER.


 


13. Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State in which the Property is located.


 


[Remainder
of page is blank; signatures appear on next page.]


 




    G-7


     


    

 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as the day and year first stated above.


 


	Tenant:	CELULARITY
                                         INC.
	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	 



 


STATE
OF _______________)


________________________)ss


COUNTY
OF_______________)


 


On
this ____ day of ____________, 2019, before me, appeared ____________ to me personally known, who being by me duly sworn, did
say that he is the ______ of ____,and that the said instrument was signed on behalf of said corporation, and said ___________________________
acknowledged said instrument to be the free act and deed of said corporation.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal on the day and year last above written.


 


	 	 
	 	Notary
Public in and for said County and State
	 	 
	 	Print
Notary’s Name: _________________________



 


	My Commission Expires:	 
	 	 
	 	 



 




    G-8


     


    

 





	Borrower:	LSREF4
                                         TURTLE, LLC,

                                         a Delaware limited liability company
	 	 
	 	By:	    
	 	Name:
                                         	 
	 	Title:	 


 


			



 





STATE
OF _______________)


________________________)ss


COUNTY
OF_______________


 


On
this ____ day of ____________, 2019, before me, appeared ____________ to me personally known, who being by me duly sworn, did
say that s/he is the ______ of LSREF4 TURTLE, LLC, a Delaware limited liability company and that the said instrument was signed
on behalf of said limited liability company, and said ___________________________ acknowledged said instrument to be the free
act and deed of said limited liability company.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal on the day and year last above written.


 





	 	 
	 	Notary
Public in and for said County and State
	 	 
	 	Print
Notary’s Name: _________________________


 





	My Commission Expires:	 
	 	 
	 	 


 




    G-9


     


    

 





	Lender:	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE BENEFIT OF HOLDERS OF LONE STAR
                                         PORTFOLIO TRUST 2015-LSP, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2015-LSP
	 	 
	 	By:	KeyBank
                                         National Association,
 as Authorized Agent
	 	 	 
	 	 	By:	       
	 	 	Name:
                                         	 
	 	 	Title:	 


 



 





STATE
OF _______________)


________________________)ss


COUNTY
OF_______________ 


 


This
instrument was acknowledged before me on the _________________ ___, 2019 by _____________________________, as _____________________________
of KeyBank National Association, as authorized agent of WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE BENEFIT OF
HOLDERS OF LONE STAR PORTFOLIO TRUST 2015-LSP, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2015-LSP, on behalf of WELLS
FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE BENEFIT OF HOLDERS OF LONE STAR PORTFOLIO TRUST 2015-LSP, COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES, SERIES 2015-LSP.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal on the day and year last above written.


 


 


	 	 
	 	Notary
Public in and for said County and State
	 	 
	 	Print
Notary’s Name: _________________________


 





	My Commission Expires:	 
	 	 
	 	 


 




    G-10


     


    

 


EXHIBIT
H


 


 


CERTIFICATE
OF LEASE COMMENCEMENT DATE

AND EXPIRATION OF LEASE TERM


 


Attached
hereto and made a part of the Lease dated as of the ___ day of ____________, 201___, by and between LSREF4 TURTLE, LLC, as Landlord,
and ______________, as Tenant.


 


Landlord
and Tenant do hereby declare that:


 


(1) The
Lease “Commencement Date” is _______________ ___,20__ and


 


(2) The
Lease “Rent Commencement Date” is ________________ ___,20__ and


 


(3) The
first Lease year is the period ___________ ___,20___ to ___________ ___,20___; and


 


(4) The
Term of the Lease shall expire (unless the Lease is extended or sooner terminated in accordance with the provisions thereof) on
___________ ___, 20__ (the “Expiration Date”).


 





	 	 	LANDLORD:
	 	 	 	 
	 	 	LSREF4 TURTLE, LLC
	 	 	 	 
	ATTEST/WITNESS:	 	 	 
	 	 	 	 
	 	 	By:	           
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	 	TENANT:
	 	 	 	 
	ATTEST/WITNESS:	 	CELULARITY INC.
	 	 	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


 


H-1