exv10w10






Exhibit 10.10



EXECUTION VERSION




OFFICE SPACE LEASE




For




Millennium III



by and between



WASHINGTON STREET ASSOCIATES II, L.P.

(as Landlord)



and




NUPATHE, INC.




(as Tenant)




Date: January 10, 2008



 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	1. Definitions
	 	 	3	 
	2. Premises
	 	 	3	 
	3. Completion of Premises; Improvement Rebate
	 	 	3	 
	4. Commencement Date
	 	 	4	 
	5. Use of Premises
	 	 	4	 
	6. Fixed Basic Rent
	 	 	5	 
	7. Real Estate Taxes and Operating Expenses Defined
	 	 	5	 
	8. Tenant’s Expense Payment
	 	 	10	 
	9. Interest and Late Charge
	 	 	11	 
	10. Insurance
	 	 	12	 
	11. Repairs and Maintenance
	 	 	14	 
	12. Utilities and Services
	 	 	15	 
	13. Regulation Compliance
	 	 	17	 
	14. Signs
	 	 	17	 
	15. Alterations, Additions and Fixtures
	 	 	17	 
	16. Mechanic’s Liens
	 	 	18	 
	17. Landlord’s Right of Entry
	 	 	19	 
	18. Damage by Fire or Other Casualty
	 	 	19	 
	19. Non-Abatement of Rent
	 	 	21	 
	20. Indemnification
	 	 	21	 
	21. Condemnation
	 	 	21	 
	22. Quiet Enjoyment
	 	 	22	 
	23. Rules and Regulations
	 	 	23	 
	24. Assignment and Sublease
	 	 	23	 
	25. Subordination
	 	 	26	 
	26. Curing Tenant’s Defaults
	 	 	27	 
	27. Surrender
	 	 	27	 
	28. Defaults-Remedies
	 	 	27	 
	29. Condition of Premises
	 	 	31	 
	30. Hazardous Substances
	 	 	31	 






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TABLE OF CONTENTS
(continued)



	 	 	 	 	 
	 	 	Page	 
	31. Recording
	 	 	32	 
	32. Brokers’ Commission
	 	 	32	 
	33. Notices
	 	 	32	 
	34. Irrevocable Offer: No Option
	 	 	33	 
	35. Inability to Perform
	 	 	33	 
	36. Survival
	 	 	33	 
	37. Authority
	 	 	33	 
	38. Tenant Representations and Warranties
	 	 	33	 
	39. Waiver of Invalidity of Lease
	 	 	34	 
	40. Security Deposit
	 	 	34	 
	41. Estoppel Certificate
	 	 	34	 
	42. Rights Reserved by Landlord
	 	 	35	 
	43. Miscellaneous
	 	 	36	 
	44. Additional Definitions
	 	 	37	 
	45. Renewal Option
	 	 	38	 
	46. Rights of First Offer
	 	 	40	 






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THIS OFFICE SPACE LEASE (the “Lease”) is made this 10th day of January, 2008 (the
“Effective Date”) between Washington Street Associates II, L.P., a Pennsylvania limited partnership
(herein referred to as “Landlord”) whose address is 2701 Renaissance Boulevard, 4th
Floor, King of Prussia, PA 19406 and NuPathe, Inc., a Delaware corporation (herein referred to as
“Tenant”) whose address is 375 E. Elm Street, Suite 110
Conshohocken, PA 19428.




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 only the meanings set forth in this Section, unless such meanings are
expressly modified, limited or expanded elsewhere in this Lease.



A. ADDITIONAL RENT shall mean all sums in addition to Fixed Basic Rent payable by Tenant
to Landlord or to third parties pursuant to the provisions of the Lease.



B. BROKER(S) shall mean Studley, Inc. and Binswanger.



C. BUILDING shall mean the building known as Millennium III and located on the Property
containing approximately 70,811 rentable square feet of space as set forth on Exhibit A to this
Lease.



D. BUILDING HOLIDAYS shall be those holidays listed on Exhibit D to this Lease.



E. COMMENCEMENT DATE shall have the meaning ascribed to such term in Section 4 of this
Lease.



F. EXHIBITS shall be the following, attached to this Lease and incorporated in this Lease
and made a part of this Lease:




	 	 	 

	Exhibit A

	 	Premises/Building Measurement
	Exhibit B

	 	Legal Description of Property
	Exhibit B-1

	 	List of Office Furniture
	Exhibit C

	 	Work Letter
	Exhibit D

	 	Building Holidays
	Exhibit E

	 	Janitorial Specifications
	Exhibit F

	 	Rules and Regulations
	Exhibit G

	 	Estoppel Certificate
	Exhibit H

	 	Confirmation of Lease Term





G. FIXED BASIC RENT shall be calculated and payable as follows:







 









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Rate Per	 	 	 	 	 	 	 
	 	 	Rentable	 	 	Rentable	 	 	Yearly	 	 	Monthly	 
	Months of Term	 	Sq. Ft.	 	 	Sq. Foot	 	 	Rate	 	 	Installment	 
	1-7*
	 	 	11,075	*	 	$	29.50	 	 	$	193,874.04	*	 	$	16,156.17	*
	8-12
	 	 	11,075	 	 	$	29.50	 	 	$	326,712.50	 	 	$	27,226.04	 
	13-24
	 	 	11,075	 	 	$	30.00	 	 	$	332,250.00	 	 	$	27,687.50	 
	25-36
	 	 	11,075	 	 	$	30.50	 	 	$	337,787.50	 	 	$	28,148.96	 
	37-48
	 	 	11,075	 	 	$	31.00	 	 	$	343,325.00	 	 	$	28,610.42	 
	49-60
	 	 	11,075	 	 	$	31.50	 	 	$	348,862.50	 	 	$	29,071.88	 








 




			
	*	 	During months 1-7 of the Term, provided Tenant is not in default under this Lease beyond any
applicable notice and cure period, Fixed Basic Rent shall be abated on 4,503 rentable square feet
of the Premises; and therefore, during such period, Tenant shall only be required to pay Fixed
Basic Rent on 6,572 rentable square feet of the Premises.




H. IMPROVEMENT REBATE AMOUNT shall mean $166,125.00 (calculated at the rate of Fifteen and
00/100 Dollars ($15.00) per rentable square foot of the Premises).



I. OPERATING EXPENSE STOP shall mean Five and 75/100 Dollars ($5.75) per rentable square
foot of the Premises.



J. PERMITTED USE shall be general office use and use typical of a specialty pharmaceutical
company, including the storage of clinical supplies, and for no other purpose, subject to all
applicable laws and all rules and regulations of the Building and insurers of the Building.



K. PREMISES shall be approximately Eleven thousand seventy-five (11,075) rentable square
feet on the second level of the Building as set forth on Exhibit A to this Lease.



L. PROPERTY shall mean the Building and the lot, tract or parcel of land on which the
Building is situated and all improvements thereto as more particularly described on Exhibit B to
this Lease.



M. SECURITY DEPOSIT shall be the sum of $54,452.08 which shall be held in accordance with
Section 40 of the Lease.



N. TARGET DATE shall be March 1, 2008.



O. TENANT’S OPERATING EXPENSES SHARE shall mean 15.64 percent (calculated by dividing the
11,075 rentable square feet of the Premises by the 70,811 rentable square feet of the Building),
subject to Landlord’s confirmation and adjustment of the rentable square feet contained within the
Premises.



P. TERM shall mean the period of time commencing on the Commencement Date and ending on
the date which is Five (5) years following the Commencement Date, plus the number of days remaining
in the calendar month in which such date occurs unless otherwise terminated or extended pursuant to
the terms of this Lease.







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Q. UNCONTROLLABLE COSTS shall mean the following costs which Landlord is unable to
control: Real Estate Taxes (as defined below), insurance, snow plowing, shoveling and ice removal,
utility charges for Common Facilities and increased wages directly resulting from legally mandated
minimum wage increases.




          For and in consideration of the covenants contained in this Lease, and upon the terms and
conditions set forth in this Lease, Landlord and Tenant, intending to be legally bound, agree as
follows:



1. Definitions. The definitions set forth in the preceding Preamble shall apply to the same
capitalized terms appearing in this Lease. Additional definitions are contained in Section 44 and
throughout this Lease.



2. Premises. Landlord hereby demises and leases the Premises to Tenant and Tenant hereby leases
and takes the Premises from Landlord for the Term and upon the terms, covenants, conditions, and
provisions set forth in this Lease, including the Preamble (this “Lease”). Notwithstanding
anything to the contrary contained in this Lease, if Landlord elects to re-measure the Premises in
order to confirm the number of rentable square feet in the Premises, in no event shall Fixed Basic
Rent, Additional Rent, Tenant’s Operating Expense Share or any other amount payable by Tenant under
the terms of this Lease increase as a result of such re-measurement. The Tenant’s interest in the
Premises as tenant shall include the right, in common with Landlord and other occupants of the
Building, to use driveways, sidewalks, loading and parking areas, lobbies, hallways and other
facilities which are located within the Property and which are designated by Landlord from time to
time for the use of all of the tenants of the Building (the “Common Facilities”). Tenant’s
interest in the Premises shall include, at no cost to Tenant, the right to use up to three and a
half (3.5) unreserved parking spaces for every one thousand (1,000) rentable square feet within the
Premises. Tenant shall have access to the Premises and the Building twenty-four (24) hours per
day, seven (7) days per week and 365 days per year. At least one (1) passenger elevator shall be
in service in the Building at all times. Landlord represents and warrants that it is the owner of
the office furniture described on Exhibit B-1 attached hereto and that such office furniture is
free of all liens. On the Commencement Date, Landlord shall execute and deliver a special warranty
bill of sale conveying Landlord’s right, title and interest in the office furniture described on
Exhibit B-1 attached hereto to Tenant at no cost to Tenant. Landlord shall leave all currently
existing wiring and telephones located in the Premises in place (i.e., the voice and data wiring
shall not be cut) for Tenant’s use during the Term; provided, however, Landlord makes no
representations or warranties with respect to such wiring and telephones and Tenant shall accept
same in the condition in which the previous tenant of the Premises left such wiring and telephones.



3. Completion of Premises; Improvement Rebate. Landlord shall turnkey the Premises in accordance
with the Work Letter attached hereto as Exhibit C (the “Work Letter”) and Test Fit Plan TF-2 dated
November 6, 2007 and Pricing Notes TF-2/D-2 dated November 6, 2007 which are attached as Schedules
to the Work Letter. Landlord’s turnkey construction of the Premises shall include Alternate #3
noted in Pricing Notes TF-2/D-2 dated November 6, 2007 and all carpets in the Premises shall be
steam cleaned at Landlord’s sole cost and expense following the completion of such work and prior
to the Commencement Date. If the Premises are not Substantially Completed (as defined in the Work
Letter) and delivered to the Tenant on or before






3









 







the Target Date for any reason, whether or not within Landlord’s control, Landlord shall not be
subject to any liability to Tenant and no such failure to deliver the Premises by the Target Date
or any other date shall in any respect affect the validity or continuance of this Lease of any
obligation of Tenant hereunder or extend the Term. Notwithstanding the foregoing and except to the
extent caused by Tenant Delay (as defined in the Work Letter), if the Premises have not been
delivered Substantially Completed on or prior to that date which is thirty (30) days after the
Target Date, then Tenant’s obligation to pay Fixed Basic Rent and Additional Rent shall be
postponed one (I) day for each day of delay after that date which is thirty (30) days after the
Target Date until the Premises have been delivered to Tenant Substantially Completed. Further, if
the Premises have not been delivered Substantially Completed on or prior to that date which is
thirty (30) days after the Target Date, then Tenant shall have the ongoing right to terminate this
Lease upon five (5) days prior written notice to Landlord (“Tenant’s Termination Right”) and
following such termination, neither party shall have any further obligations or liabilities under
this Lease except for those expressly intended to survive the termination of this Lease. Tenant’s
Termination Right shall automatically expire on the date that the Premises are delivered to Tenant
Substantially Completed. In recognition of Tenant’s election to re-use most of the existing
offices in the Premises, Landlord shall pay the Improvement Rebate Amount to Tenant on or prior to
that date which is thirty (30) days after the Commencement Date. If Landlord shall fail to pay the
Improvement Rebate Amount to Tenant on or prior to that date which is thirty (30) days after the
Commencement Date, Tenant shall have the right to provide Landlord with written notice of such
failure and if Landlord shall fail to pay the Improvement Rebate Amount within ten (10) days after
such notice, Tenant may deduct the Improvement Rebate Amount from all payments of Fixed Basic Rent
and Additional Rent coming due, until such time as Tenant is fully compensated for the Improvement
Rebate Amount.



4. Commencement Date. The Term shall commence on the date (the “Commencement Date”) which is two
(2) business days after the first to occur of (a) the date the Premises are Substantially Completed
or (b) the date on which the Premises are actually occupied by Tenant with the Landlord’s
permission for the conduct of Tenant’s day to day business (and not for the purposes of Tenant’s
fit-out work). Notwithstanding the foregoing, in the event the Premises are not Substantially
Completed on or before the Target Date directly due to a Tenant Delay (as defined in the Work
Letter), then upon the Commencement Date Tenant shall pay to Landlord the sum of 1/365 of the Fixed
Basic Rent and Additional Rent during the first full year of the Term (after any period of free
Rent) multiplied by the aggregate number of days Substantial Completion was delayed directly due to
a Tenant Delay. Upon Landlord’s request, Tenant shall execute the Confirmation of Lease Term in
substantially the same form as is attached hereto as Exhibit H.



5. Use of Premises. Tenant shall occupy the Premises throughout the Term and shall use the same
for, and only for, the Permitted Use specified in the Preamble. Tenant shall not interfere with the
quiet enjoyment of the Building by the other tenants of the Building or those having business with
them. Tenant shall keep all mechanical apparatus in the Premises free of vibration and noise which
may be transmitted beyond the limits of the Premises. Tenant shall not overload any floor or part
thereof in the Premises or the Building, including any public corridors or elevators therein,
bringing in, placing, storing, installing or removing any large or heavy articles, and Landlord may
prohibit, or may direct and control the location and size of, safes and all other






4









 







heavy articles, and may require, at Tenant’s sole cost and expense, supplementary supports of such
material and dimensions as Landlord may deem necessary to properly distribute the weight.



6. Fixed Basic Rent. Commencing on the Commencement Date, Tenant shall pay, throughout the Term,
the annual Fixed Basic Rent in the amount specified in the Preamble, without notice or demand and
without setoff, deduction, counterclaim or reductions, (except as may otherwise be expressly
permitted pursuant to the terms of this Lease), in equal monthly installments equal to one-twelfth
(1/12) of the annual Fixed Basic Rent (specified as Monthly Installments in the Preamble), in
advance, on the first day of each calendar month during the Term. If the Commencement Date falls
on a day other than the first day of a calendar month, the Fixed Basic Rent shall be due and
payable for such month, apportioned on a per diem basis for the period between the Commencement
Date and the first day of the next first full calendar month in the Term and such apportioned sum
shall be paid on the Commencement Date. At Tenant’s request, Landlord shall deliver wiring
instructions to Tenant providing Tenant the ability and option to pay Rent via electronic wire
transfer of immediately available federal funds. If Tenant elects to pay Rent via electronic wire
transfer, Landlord, upon request by Tenant shall confirm its receipt of any such electronic wire
transfer.



7. Real Estate Taxes and Operating Expenses Defined The following terms shall be defined as
hereinafter provided: “Real Estate Taxes” shall mean all taxes, liens, charges, imposts
and assessments of every kind and nature, ordinary or extraordinary, foreseen or unforeseen,
general or special, levied, assessed or imposed by any governmental authority with respect to the
Property during the Term, as well as all fees or assessments payable during the Term on account of
the Property being located in any special services district. Notwithstanding the foregoing:




               (1) if at any time during the Term the present system of ad valorem taxation of real property
shall be changed or supplemented so that in lieu of or in addition to the ad valorem tax on real
property there shall be assessed on Landlord or the Property any tax of any nature which is imposed
in whole or in part, in substitution for, or in lieu of, any tax which would otherwise constitute a
Real Estate Tax, such tax shall be included within the term “Real Estate Taxes,” but only to the
extent that the same would be payable if the Property were the only property of Landlord. If the
applicable taxing authority determines that such tax is in substitution for or in lieu of any tax
which would otherwise constitute a Real Estate Tax, such tax may include, but shall not be limited
to, a capital levy or other tax on the gross rents or gross receipts with respect to the Property,
or a federal, state, county, municipal or other local income, franchise, profit, excise or similar
tax, assessment, levy or charge measured by or based, in whole or in part, upon any such gross
rents or gross receipts;



               (2) Real Estate Taxes shall also encompass all of Landlord’s actual expenses, including
outside attorney’s fees and expenses, (including, without limitation, those of Macartney, Mitchell
& Campbell, LLC) incurred by Landlord in any effort to minimize Real Estate Taxes whether by
contesting proposed increases in assessments, applying for the benefit of any tax abatement program
available for the Property, appealing the denial of any such tax abatement, or contesting any
challenge to the validity of any tax abatement program or its applicability to the Property or by
any other means or procedures appropriate in the circumstances; provided, however, that under no
circumstances shall Landlord have any



5









 




obligation to undertake any contest, appeal or other procedure to minimize Real Estate Taxes
or to obtain or maintain the benefits of any tax abatement program for the Property; and




               (3) except as otherwise provided in Subsection 7(a)(i)(1) above, there shall be excluded from
Real Estate Taxes all net income, excess profit, excise, franchise, estate, succession and
inheritance taxes, penalties due to Landlord’s lateness or failure to pay taxes when due and
transfer taxes imposed on Landlord.



          (ii) “Operating Expenses” shall mean




               (1) The following expenses paid by Landlord in connection with the operation, repair,
maintenance, protection and management of the Property:



                    (a) Wages, salaries and other compensation (including applicable payroll taxes, contributions
to any social security, unemployment insurance, welfare and other similar payments required by
applicable law) made to or on behalf of any and all employees of Landlord to the extent such
employees perform services rendered in connection with the operation, repair, maintenance,
protection and management of the Property, including, without limitation: window cleaners; porters;
janitors; maids; miscellaneous handymen; watchmen; persons engaged in patrolling and protecting the
Property; carpenters; engineers; mechanics; electricians; plumbers; landscapers; insurance risk
managers; building superintendent and assistants; and clerical and administrative personnel.
Landlord may contract for any of the foregoing to be performed by independent contractors, in which
event all sums paid to such independent contractors shall be included within Operating Expenses
pursuant to Subsection 7(a)(ii)(1)(p) below.



                    (b) Condominium fees allocated to the Building as a unit in Millennium Condominium and payable
to the Millennium Condominium Association, except to the extent included in any other subsection of
this Section 7(a)(ii) or excluded therefrom in Subsection 7(ii)(4) below.



                    (c) Cleaning costs for the Property, including the facade, windows and sidewalks, all costs
for snow and rubbish removal and the costs of all labor, supplies, equipment and materials
incidental to such cleaning.



                    (d) Premiums incurred by Landlord with respect to all insurance relating to the Property and
the operation and maintenance thereof, including without limitation: all risk of physical damage or
fire and extended coverage insurance; public liability insurance; elevator insurance; workmen’s
compensation insurance; boiler and machinery insurance; sprinkler leakage insurance and rent
insurance.



                    (e) Costs incurred for operation, service, maintenance, inspection, repairs and alterations of
the Property, including the heating, air-conditioning, ventilating, plumbing, outdoor underground
heating coils, electrical and elevator systems of the Building and the costs of labor, materials,
supplies and equipment used in connection with all of the aforesaid items.



6









 





                    (f) Sales and excise taxes and the like upon any of the expenses enumerated herein.



                    (g) Management fees of the managing agent for the Building, if any. In no event shall such
management fees exceed five percent (5%) of Fixed Basic Rent for all tenants in the Building.



                    (h) The cost of tools, equipment and supplies and any replacement thereof reasonably necessary
for maintenance, repair, protection, management and operation of the Property, to the extent such
tools, equipment and supplies are non-capital in nature.



                    (i) The cost of repainting or otherwise redecorating any part of the Building other than
premises demised to tenants in the Building, and the cost of displays or decorations for the lobby,
balconies and other public portions of the Property.



                    (j) The cost of telephone, facsimile and courier services, postage and delivery and overnight
delivery charges, office supplies, maintenance and repair of office equipment, except to the extent
such costs are attributable to the acts or omissions of any other tenant of the Building.



                    (k) The cost of licenses, permits and approvals related to the Common Facilities.



                    (l) Auditing and accounting fees including accounting fees incurred in connection with the
preparation and certification of the Operating Expense Statements.



                    (m) All costs incurred by Landlord after the Commencement Date to comply with governmental
requirements, whether federal, state or municipal; and all repairs, replacements and improvements
which are necessary and appropriate for the continued operation of the Building as a first class
building, including capital expenditures, except to the extent such costs are incurred or
attributable to another tenant’s use of the Property.



                    (n) All costs and expenses associated with the acquisition and installation of any energy or
cost saving devices, to the extent of any savings generated.



                    (o) Real Estate Taxes, as defined above.



                    (p) Cost of independent contractors performing services solely related to the Property,
including cleaning, janitorial, window-washing, rubbish removal, security, landscaping, snow and
ice removal services, electrical, painting, plumbing, elevator, heating, ventilation and air
conditioning maintenance and repair.



                    (q) Legal fees with respect to the Property other than those incurred in the negotiation or
enforcement of tenant leases.



7









 





                    (r) Capital expenditures necessitated by casualties to the extent same are not covered by
insurance.



                    (s) Any and all other expenditures of Landlord, including all repairs, replacements and
improvements which are appropriate for the continued operation of the Building as a first class
office building (including capital expenditures), which are properly expensed in accordance with
generally applied accounting principles consistently applied with respect to the operation, repair,
maintenance, protection and management of first-class office buildings in the locality of the
Building.



                    (t) If Landlord shall purchase any item of capital equipment or make any capital expenditure
as described in Subsections 7(a)(ii)(1)(m), 7(a)(ii)(1)(n), 7(a)(ii)(1)(r) or 7(a)(ii)(1)(s) above
(jointly the “Capital Expenditures”) then the costs for same shall be amortized on a
straight line basis beginning in the year of installation and continuing for the useful life
thereof, but not more than ten (10) years. The amount of amortization for such costs shall be
included in Operating Expenses for each Operating Year to which the amortization relates. Tenant
agrees that the determination by Landlord’s accountants of the useful life of the subject of such
Capital Expenditures shall be binding on Tenant. If Landlord shall lease such items of capital
equipment, then the lease shall be included in Operating Expenses for each Operating Year in which
they are incurred.



               (2) Operating Expenses shall be “net” and, for that purpose, shall be reduced by the amounts
of any reimbursement or credit received by Landlord with respect to an item of cost that is
included within Operating Expenses (other than reimbursements to Landlord by tenants of the
Building pursuant either to operating expense provisions of any lease or separate contractual
arrangements).



               (3) In determining Operating Expenses for any Operating Year during which less than
ninety-five percent (95%) of the rentable area of the Building shall have been occupied by tenants
for more than thirty (30) days during such year, the actual Operating Expenses for such year that
vary with occupancy and use shall be increased to the amount which normally would have been
incurred for such Operating Year had such occupancy of the Building been ninety-five percent (95%)
throughout such Operating Year, as reasonably determined by Landlord. Notwithstanding the
foregoing, in no event shall Landlord receive more than one hundred percent (100%) of the
Building’s actual Operating Expenses or Real Estate Taxes as a result of the operation of this
Subsection 7(a)(ii)(3) or otherwise.



               (4) Notwithstanding the provisions of Section 7(a)(ii)(1), “Operating Expenses” shall not
include expenditures for any of the following:



                    (a) Any capital addition made to the Building, including the cost to prepare space for
occupancy by a new tenant, except as set forth in Subsections 7(a)(ii)(1)(m), 7(a)(ii)(1)(n),
7(a)(ii)(1)(r) or 7(a)(ii)(1)(s) above.



                    (b) Repairs or other work occasioned by fire, windstorm or other insured casualty or hazard,
to the extent that Landlord shall receive proceeds of such insurance.



8









 





                    (c) Leasing commissions and advertising expenses incurred in leasing or procuring new tenants.



                    (d) Repairs or rebuilding necessitated by condemnation to the extent that Landlord has
received condemnation proceeds for such repairs or rebuilding.



                    (e) Depreciation and amortization of the Building, other than as permitted pursuant to
Subsection 7(a)(ii)(1)(t).



                    (f) The salaries and benefits of executive officers of Landlord, if any.



                    (g) Debt service payments on any indebtedness applicable to the Property, including any
mortgage debt.



                    (h) General corporate overhead and general administrative expenses.



                    (i) Payments by Landlord to affiliates of Landlord to the extent the same exceed the expenses
which would be paid to unaffiliated third parties on an arm’s length, competitive basis.



                    (j) Expenses caused by Landlord’s default under this Lease or any other lease of the Property,
or by the negligence or willful misconduct of Landlord or its agents or contractors.



                    (k) Expenses to comply with any violation of any law which remains uncured on the Commencement
Date or insurance requirement in effect on the Effective Date, or to correct any condition that
would constitute a Landlord misrepresentation under this Lease.



                    (l) Fines or penalties for violations of any law.



                    (m) Expenses of services, utilities, or other benefits which are not offered to Tenant.



                    (n) The cost of licenses, permits and approvals related to other tenant spaces or premises in
the Building.



          (iii) “Operating Year” shall mean each calendar year, or such other period of twelve
(12) consecutive months as hereafter may be reasonably adopted by Landlord as its fiscal year,
occurring either in whole or in part during the Term.




          (iv) “Operating Expense Statement” shall mean a statement provided by Landlord,
setting forth in reasonable detail: (a) the Operating Expenses for the Operating Year (or portion
thereof if less than a full Operating Year) immediately preceding the Operating Year in which the
statement is issued, reasonably detailed by major categories, (b) the Tenant’s Expense Payment
(defined in Section 8)) for such preceding Operating Year, prorated if only a






9









 







part of the Operating Year falls within the Term, (c) the amount of payments made by Tenant on
account of the Tenant’s Expense Payment during such preceding Operating Year, (d) the amount of
payments of the Monthly Operating Expense Estimate (defined in Subsection 8(a)(i)) made to date by
Tenant in the Operating Year in which the Expense Statement is issued, and (e) the Monthly
Operating Expense Estimate for the Operating Year in which the Operating Expense Statement is
issued.




          (v) “Monthly Operating Expense Estimate” shall have the meaning specified in
Subsection 8(a)(i) hereof.



8. Tenant’s Expense Payment. Commencing on January 1, 2009, Tenant shall pay to Landlord as
Additional Rent hereunder an amount equal to Tenant’s Operating Expense Share of the total dollar
increase, if any, in Operating Expenses for such Operating Year minus the Operating Expense Stop
multiplied by the rentable square feet of the Building (“Tenant’s Expense Payment”). For
any portion of an Operating Year less than a full twelve (12) month period occurring within the
Term, Tenant’s Expense Payment shall be prorated on a per diem basis. Notwithstanding the
foregoing, (i) for 2009, except for Uncontrollable Costs, Operating Expenses shall not increase by
more than five percent (5%) over the actual 2008 year end Operating Expenses and (ii) Tenant’s
Expense Payment in any subsequent operating year after 2009 for Operating Expenses shall not
increase by more than five percent (5%) over the amount of Tenant’s Expense Payment for the
previous Operating Year. Notwithstanding the foregoing, the five percent (5%) increase cap set
forth in the immediately preceding sentence shall not apply to Uncontrollable Costs, which shall be
increased as otherwise provided herein.




          (i) Such Additional Rent shall be paid (or credited) in the following manner:




               (1) Commencing on January 1, 2009, and continuing thereafter during each Operating Year during
the Term on the first day of each month until receipt of the next Operating Expense Statement,
Tenant will pay Landlord an amount set by Landlord sufficient to pay Landlord’s estimate
(reasonably based on the actual Operating Expenses for the preceding Operating Year and Landlord’s
projections of any anticipated increases or decreases thereof) of Tenant’s Expense Payment for the
current Operating Year (or remaining portion thereof) (the “Monthly Operating Expense
Estimate”). The Monthly Operating Expense Estimate for a period less than a full calendar
month shall be duly prorated.



               (2) Following the end of each Operating Year, Landlord shall furnish Tenant an Operating
Expense Statement setting forth the information described in Subsection 7(a)(iv) above. Within
thirty (30) days following the receipt of such Operating Expense Statement (the “Expense Share
Date”) Tenant shall pay to Landlord: (i) the amount by which the Tenant’s Expense Payment for
the Operating Year (or portion thereof) covered by the Operating Expense Statement exceeds the
aggregate of Monthly Operating Expense Estimates paid by Tenant with respect to such Operating Year
(or portion thereof); and (ii) the amount by which the Monthly Operating Expense Estimate for the
current Operating Year as shown on the Operating Expense Statement multiplied by the number of
months elapsed to date in the current Operating Year (including the month in which payment is made)
exceeds the aggregate amount of payments of the Monthly Operating Expense Estimate theretofore made
in the Operating Year in which the Operating Expense Statement is issued. Landlord shall furnish
Tenant an Operating



10









 




Expense Statement not later than one hundred twenty (120) days following the end of each
Operating Year.




               (3) On the first day of the first month following receipt by Tenant of any annual Operating
Expense Statement and continuing thereafter on the first day of each succeeding month until the
issuance of the next ensuing Operating Expense Statement, Tenant shall pay Landlord the amount of
the Monthly Operating Expense Estimate shown on the Operating Expense Statement.



               (4) If on any Expense Share Date Tenant’s payments of the installments of the Monthly
Operating Expense Estimate for the preceding year’s Operating Expenses are greater than Tenant’s
Expense Payment for such preceding Operating Year, Landlord shall credit Tenant with any excess,
which credit may be offset by Tenant against next due installments of Rent. If the Term expires
prior to the Expense Share Date for the applicable Operating Year and if Tenant’s payments of
Monthly Operating Expense Estimate either exceed or are less than Tenant’s Expense Payment,
Landlord shall send the Operating Expense Statement to Tenant, and an appropriate payment from
Tenant to Landlord or refund from Landlord to Tenant shall be made on the Expense Share Date. The
provisions of this Subsection 7(b)(i)(4) shall remain in effect notwithstanding any termination of
this Lease; provided however, that if upon termination of this Lease Tenant owes Landlord any sums
under this Lease (for Rent or otherwise), Landlord shall have the right to reduce the amount of any
refund due Tenant under this Section 7(b)(i)(4) against such sums owed by Tenant to Landlord.



          (ii) Any Operating Expense Statement or other notice from Landlord pursuant to Sections 7 and
8 shall be deemed approved by Tenant as correct unless, within one hundred twenty (120) days after
the furnishing thereof, Tenant shall notify Landlord in writing that it disputes the correctness of
the Operating Expense Statement or other notice, specifying in detail the basis for such assertion.
Notwithstanding any dispute concerning any Operating Expense Statement or other notice, Tenant
shall continue to make payments in accordance with said Operating Expense Statement or other notice
pending the resolution of such dispute. If the dispute is not resolved within forty-five (45) days
following Tenant’s notice to Landlord, the dispute shall be resolved by the Expedited Procedures
provisions of the Arbitration Rules for the Real Estate Industry of the American Arbitration
Association, or any successor organization (to the extent then in effect).




          (iii) Landlord shall maintain for a period of at least three (3) years following the end of
the Operating Year to which they pertain complete and accurate books and records of all Operating
Expenses. Such books and records shall be kept at a location in the county in which the Property
is located, and notwithstanding any provision of this Lease to the contrary, Tenant shall have the
right, at Tenant’s sole cost and expense, with reasonable notice, to inspect, copy and audit such
books and records at any time during normal business hours.




     b) Tenant shall pay all taxes imposed upon Tenant’s furnishings, trade fixtures, equipment or
other personal property.


9. Interest and Late Charge. Landlord may charge a late payment charge of five percent (5%) of any
installment of Fixed Basic Rent or Additional Rent that is not paid within ten (10)






11









 







days of the due date thereof. Any amount due from Tenant to Landlord which is not paid when due
shall bear interest at an interest rate equal to the Prime Rate published from time to time in the
Money Rates column of the Wall Street Journal plus 2% (or, if lower, the highest rate then allowed
under the usury laws of the Commonwealth of Pennsylvania) (“Interest”) from the date due until the
date paid. The right of Landlord to charge a late charge and interest with respect to past due
installments of Fixed Basic Rent and Additional Rent is in addition to Landlord’s rights and
remedies upon an event of default.



10. Insurance.




     a) Tenant’s Insurance.



          (ii) Tenant covenants and represents, such covenants and representations being specifically
designed to induce Landlord to execute this Lease, that during the entire Term, at its sole cost
and expense, Tenant shall obtain, maintain and keep in full force and effect the following
insurance:




               (1) “All Risk” property insurance against fire, theft, vandalism, malicious mischief,
sprinkler leakage and such additional perils as are now, or hereafter may be, included in a
standard extended coverage endorsement from time to time in general use in the Commonwealth of
Pennsylvania upon property of every description and kind owned by Tenant and or under Tenant’s
care, custody or control located in the Building, the Property or within the Premises or for which
Tenant is legally liable or installed by or on behalf of Tenant, including by way of example and
not by way of limitation, furniture, fixtures, fittings, installations and any other personal
property (but excluding the work done by Landlord in connection with Exhibit D which is owned by
Landlord) in an amount equal to the full replacement cost thereof.



               (2) Commercial General Liability Insurance coverage to include personal injury, bodily injury,
broad form property damage, operations hazard, owner’s protective coverage, contractual liability,
products and completed operations liability naming Landlord and Landlord’s mortgagee or trust deed
holder and ground lessors (if any) as additional named insureds in limits of not less than Two
Million Dollars ($2,000,000.00).



               (3) Extra expense insurance in such amounts as will reimburse Tenant for expenses attributable
to all perils commonly insured against by prudent tenants or assumed by Tenant pursuant to this
Lease or attributable to prevention or denial of access to the Premises or Building as a result of
such perils.



               (4) Workers’ Compensation insurance in form and amount as required by law.



               (5) Any other form or forms of insurance or any increase in the limits of any of the aforesaid
enumerated coverages as Landlord may reasonably require from time to time if in the reasonable
opinion of Landlord said coverage and/or limits become inadequate or less than that commonly
maintained by prudent tenants in similar buildings in the area by tenants making similar uses.



12









 





          (ii) All property insurance policies shall be taken out with insurers rated A+XV (or if such
ratings are not in effect, the equivalent thereof) by Best Rating Service, or any successor thereto
(or if there be none, an organization having a National reputation) who are licensed to do business
in the state in which the Property is located. A certificate evidencing such insurance shall be
delivered to Landlord not less than fifteen (15) days prior to the Commencement Date hereof. Such
certificate will provide an undertaking by the insurers to notify Landlord in writing not less than
thirty (30) days prior to any material change, reduction in coverage, cancellation, or other
termination thereof. The aforesaid insurance shall be a written deductible not to exceed
$25,000.00.




          (iii) In the event of damage to or destruction of the Building and/or Premises entitling
Landlord or Tenant to terminate this Lease pursuant to Section 15 of this Lease, and if this Lease
be so terminated, Tenant shall promptly pay to Landlord all of its insurance proceeds, if any,
relating to the leasehold improvements and alterations (but not Tenant’s trade fixtures, equipment,
furniture or other personal property of Tenant in the Premises) which have become Landlord’s
property on installation or would have become Landlord’s property at the Term’s expiration or
sooner termination. If the termination of the Lease, at Landlord’s election, is due to damage to
the Building, and if the Premises have not been so damaged, Tenant will deliver to Landlord, if
required by the provisions of this Lease, the improvements and alterations to the Premises which
would have become Landlord’s property at the Term’s expiration.




          (iv) Tenant agrees that it will not keep or use or offer for sale (if sales of goods is a
permitted use pursuant to this Lease) in or upon the Premises or within the Property any article
which may be prohibited by any insurance policy in force from time to time covering the Property or
Premises. In the event Tenant’s occupancy or conduct of business in or on the Premises or
Property, whether or not Landlord has consented to the same, results in any increase in premiums
for insurance carried from time to time by Landlord with respect to the Building, the Property or
the Premises, Tenant shall pay such increase in premiums as Additional Rent within thirty (30) days
after being billed therefor by Landlord. In determining whether increased premiums are a result of
Tenant’s use and occupancy a schedule issued by the organization computing the insurance rate on
the Property or Premises showing the components of such rate shall be conclusive evidence of the
items and charges making up such rate. Tenant shall promptly comply with all reasonable
requirements of the insurance authority or of any insurer now or hereafter in effect relating to
the Building, the Property or Premises.




          (v) If any insurance policy carried by either party as required by this Section 10 shall be
cancelled or cancellation shall be threatened or the coverage thereunder reduced or threatened to
be reduced in any way by reason of the use or occupation of the Premises or Building or any part
thereof by Tenant or any assignee or subtenant of Tenant, and if Tenant fails to remedy the
conditions giving rise to such cancellation or threatened cancellation or reduction in coverage on
or before (i) five (5) days after notice thereof from Landlord, or (ii) prior to such cancellation
or reduction becoming effective, Tenant shall be in default and an event of default shall occur
under this Lease and Landlord shall have all of the remedies available to Landlord pursuant to this
Lease.




     b) Landlord’s Insurance. Landlord covenants and agrees that throughout the Term it will
insure the Property and the Building (excluding any property with respect to which Tenant is



13









 




obligated to insure pursuant to Subsection 10(a)(i)(1) above) against damage by fire and
standard extended coverage perils and public liability insurance in such reasonable amounts with
such reasonable deductibles as required by any mortgagee or ground lessor, or, if none, as would be
carried by a prudent owner of a similar building in the area in an amount not less than the full
replacement value of the Building. Landlord may, but shall not be obligated to, take out and carry
any other forms of insurance as it or the mortgagee or ground lessor (if any) of Landlord may
require or reasonably determine available. All insurance carried by Landlord on the Building and
the Property shall be included as an Operating Expenses pursuant to Section 8. Notwithstanding its
inclusion as an Operating Expense or any contribution by Tenant to the cost of insurance premiums
by Tenant as provided herein, Tenant acknowledges that it has no right to receive any proceeds from
any such insurance policies carried by Landlord although Landlord shall use such proceeds in the
repair and reconstruction of the Building, the Property and the Premises. Tenant further
acknowledges that the exculpatory provisions of this Lease as set forth in Section 45 and the
provisions of this Section 10 as to Tenant’s insurance are designed to insure adequate coverage as
to Tenant’s property and business without regard to fault and avoid Landlord obtaining similar
coverage for such loss for its negligence or that of its agents, servants or employees which would
result in double coverage for the same perils includable as part of Operating Expenses which are
payable in part by Tenant. Landlord will not carry insurance of any kind on Tenant’s furniture or
furnishings, or on any fixtures, equipment, appurtenances or improvements of Tenant under this
Lease, and Landlord shall not be obligated to repair any damage thereto or replace the same.




     c) Waiver of Subrogation. Any policy or policies of fire, extended coverage or similar
casualty insurance, which either party obtains in connection with the Premises, Building or
Property shall include a clause or endorsement denying the insurer any rights of subrogation
against the other party (i.e. Landlord or Tenant) for all perils covered by such policy. Any
provision of this Lease to the contrary notwithstanding, Landlord and Tenant hereby release the
other from any and all liability or responsibility to the other or anyone claiming through or under
them by way of subrogation or otherwise (a) from any and all liability for any loss or damage to
the property of the releasing party, (b) for any loss or damage that may result, directly or
indirectly, from the loss or damage to such property (including rental value and business
interruption), and (c) from legal liability for any loss or damage to property (no matter who the
owner of the property may be), all to the extent that the releasing party’s loss or damage is
insured or, if not insured, was insurable under commercially available “all risk” property
insurance policies, including additional coverages typically obtained by owners and tenants of
comparable office buildings in the vicinity of the Building, even if such loss or damage or legal
liability shall be caused by or result from the fault or negligence of the other party or anyone
for whom such party may be responsible and even if the releasing party is self insured in whole or
in part or the amount of the releasing party’s insurance is inadequate to cover the loss or damage
or legal liability. It is the intention of the parties that Landlord and Tenant shall look solely
to their respective insurance carriers for recovery against any such property loss or damage or
legal liability, without such insurance carriers having any rights of subrogation against the other
party.


11. Repairs and Maintenance.




     a) Tenant shall, throughout the Term, and at Tenant’s sole cost and expense, keep and
maintain the interior, non-structural portions of the Premises in a neat and orderly condition;
and,



14









 




upon expiration of the Term or earlier termination of this Lease, Tenant shall leave the
Premises in good order and condition, ordinary wear and tear, damage by fire or other insured
casualty alone excepted, and for that purpose and except as stated in this sentence, Tenant will
make all necessary repairs to the Premises to deliver it in such condition. Tenant shall leave all
wiring located in the Premises in place at the expiration of the Term or earlier termination of
this Lease. Tenant shall not permit any waste, damage or injury to the Premises. Tenant shall not
use or permit the use of any portion of the Common Facilities for other than their intended use as
specified by the Landlord from time to time.




     b) Landlord shall, throughout the Term, make all necessary repairs and replacements to the
structural elements and Building operating systems and exterior windows and doors of the Premises
and other improvements located on the Property necessary and appropriate for the continued
operation of the Building as a first class building; provided, however, that Landlord shall have no
responsibility to make any repairs unless and until Landlord receives written notice of the need
for such repair and provided further, that Landlord shall not be obligated to repair any tenant
improvements. Landlord shall keep and maintain all Common Facilities of the Property and any
sidewalks, parking areas, curbs and access ways adjoining the Property in a clean and orderly
condition, free of accumulation of dirt and rubbish and shall keep and maintain all landscaped
areas within the Property in a neat and orderly condition.



     c) Other than Tenant’s repair and maintenance obligations set forth in Section 11(a) above,
repairs and replacements to the Premises and the Property directly caused by Tenant’s use, manner
of use or occupancy of the Premises, by Tenant’s installation of alterations, additions,
improvements, trade fixtures or equipment in or upon the Premises or by any act or omission of
Tenant or any employee, agent, contractor or invitee of Tenant shall be made at Tenant’s sole cost
and expense and Tenant shall pay Landlord the actual cost of any such repair or replacement, as
Additional Rent, upon demand.


12. Utilities and Services.




     a) Landlord shall furnish the Premises with electricity, heating and air conditioning for the
normal use and occupancy of the Premises as general offices between 7:00 a.m. and 9:00 p.m., Monday
through Friday, 8:00 a.m. to 1:00 p.m. on Saturdays (“Business Hours”), of each week during the
Term (Building Holidays excepted). Tenant agrees to pay monthly as Additional Rent all charges for
electricity, light, heat, air conditioning and other utilities used by Tenant at the Premises. A
separate sub-meter has been installed in the Premises and Tenant shall pay Landlord for the
consumption of electricity based upon its sub-metered usage as Additional Rent and Landlord shall
not charge a mark-up for such electricity. With respect to any other utilities, if a separate
meter is installed for the Premises at Landlord’s sole cost and expense, Tenant shall pay for the
consumption of such utilities at the Premises based upon its metered usage. If such separate meter
is not installed, Tenant shall pay its pro rata share of any HVAC charges with respect to the
rooftop HVAC unit serving the Premises and Tenant shall pay its pro rata share of any HVAC charges
for other non-tenant, common portions of the Building. If not directly metered or submetered, any
air conditioning or heat required at times other than during Business Hours shall be billed to
Tenant, pro-rata in accordance with Landlord’s then-current schedule of costs and assessments
therefore (which cost is currently $45.00 per hour as of the Effective Date) and shall be paid as
Additional Rent by Tenant to Landlord with the next



15









 




installment of Fixed Basic Rent. In addition, Tenant agrees to pay as Additional Rent its pro
rata share of all charges for electricity, light, or other utilities used generally at the Property
(i.e. not within tenant occupied premises of the Building). Tenant shall pay all bills for
separately metered utility usage within twenty (20) days after receipt thereof, and any non-payment
or late payment of such utility bills shall be deemed a default under the terms of this Lease. All
charges for repair of the sub-meter(s) servicing the Premises shall be payable by Tenant as
Additional Rent and shall be paid when the same shall become due. Tenant’s use of electric energy
in the Premises shall not at any time exceed the safe capacity of any of the electric conductors
and equipment in or otherwise serving the Premises. If Tenant shall require electricity or install
electrical equipment using current in excess of 110 volts or which will in any way increase the
amount of electricity furnished by Landlord for general office use (including but not limited to
electrical heating or refrigeration equipment or electronic data processing machines) or if Tenant
shall attempt to use the Premises in such a manner that the services to be furnished by Landlord
are required during periods other than the business hours specified above, Tenant will obtain prior
written approval from Landlord and will pay, as Additional Rent, for the resulting additional
direct expense to Landlord, including the expense resulting from the installation of any equipment
and meters, promptly upon receipt of an invoice from Landlord.




     b) Landlord shall replace light bulbs, tubes and ballasts for building standard lighting
fixtures when required in the Premises as set forth in the Minimum Standard Tenant Improvements
attached as Schedule 4 to the Work Letter. The actual cost of replacement light bulbs, tubes,
lamps, and ballasts, shall be paid by Tenant as Additional Rent.



     c) Within the Common Facilities of the Building, Landlord shall furnish reasonably: (i)
adequate electricity, (ii) hot and cold water, (iii) lavatory supplies, (iv) automatically operated
elevator service, (v) normal and customary cleaning services (on a five-day a week basis except for
Building Holidays) after Business Hours, (vi) heat and air conditioning in season, (vii)
landscaping, (viii) parking lot maintenance, (ix) Common Facilities maintenance and (x) snow and
ice removal. Landlord shall provide janitorial service to the Premises in accordance with the
Janitorial Specifications attached hereto as Exhibit E, five days per week except for Building
Holidays, after Business Hours. The cost of the services provided by Landlord pursuant to this
subsection 12(c) shall be included as part of Operating Expenses. Any additional services
requested by Tenant which are not provided to all the tenants of the Building shall be paid by
Tenant in accordance with invoices therefor as Additional Rent but shall not be included as part of
Operating Expenses.



     d) Landlord shall not be liable for any damages to Tenant resulting from the quality,
quantity, failure, unavailability or disruption of any services beyond the reasonable control of
Landlord and the same shall not constitute a termination of this Lease or an actual or constructive
eviction or entitle Tenant to an abatement of rent. Landlord shall not be responsible for providing
any services not specifically provided for in this Lease. Notwithstanding the foregoing, if there
is an interruption of service for more than five (5) consecutive business days, Tenant’s obligation
to pay Fixed Basic Rent and Additional Rent shall equitably abate (in proportion to the portion of
the Premises which, in Tenant’s reasonable judgment, can not be occupied by Tenant for the day to
day operation of Tenant’s business) on the sixth (6th) consecutive business day of such
interruption until the date on which the interrupted services have been restored to the affected
portion of the Premises.



16









 




13. Regulation Compliance. Landlord and Tenant shall comply with all laws, ordinances, notices,
orders, rules, regulations and requirements of all federal, state and municipal government or any
department, commission, board of officer thereof, or of the National Board of Fire Underwriters or
any other body exercising similar functions, relating to the Premises or to the use or manner of
use of the Property. Tenant shall not knowingly do or commit, or suffer to be done or committed
anywhere in the Building, any act or thing contrary to any of the laws, ordinances, regulations and
requirements referred to in this Section. Tenant shall give Landlord prompt written notice of any
accident in the Premises and of any breakage, defect or failure in any of the systems or equipment
servicing the Premises or any portion of the Premises.



14. Signs. Landlord shall provide Tenant, at Landlord’s sole cost and expense, standard signage on
the Building lobby directory and at the entrance to the Premises. Except for signs which are
located wholly within the interior of the Premises and which are not visible from the exterior of
the Premises, Tenant shall not place, erect, maintain or paint any signs upon the exterior of the
Building or the Property unless the design of such signs are approved by Landlord in writing and
comply with all applicable governmental rules, regulating ordinances or other statutes and
restrictions of record affecting the Premises. Landlord will not unreasonably withhold, condition
or delay its approval of signs which are located within the interior of the Premises and which are
visible from the exterior of the Premises provided such signs comply with all applicable
governmental rules, regulating ordinances or other statutes and restrictions of record affecting
the Premises. Tenant shall be solely responsible for all costs and expenses associated with the
erection of any signs inside the Premises and shall be obligated to obtain and provide to Landlord
any and all necessary permits prior to the placement or erection of such signs.



15. Alterations, Additions and Fixtures.




     a) Tenant shall have the right to install in the Premises any trade fixtures; provided,
however, that no such installation and no removal thereof shall be permitted which affects any
structural component or operating system of the Building or Premises and that Tenant shall repair
and restore any and all damage or injury to the Premises or the Property caused by installation or
removal at Tenant’s sole cost and expense.



     b) Except as set forth in the last sentence of this Section 15(b), Tenant shall not make or
permit to be made any alterations, improvements or additions to the Premises or Property without on
each occasion first presenting plans and specifications to Landlord and obtaining Landlord’s prior
written consent, which consent shall not be unreasonably withheld, conditioned or delayed, except
as provided in the second to last sentence of this Section 15(b). If Landlord consents in writing
to any proposed alterations, improvements or additions, then Tenant at Tenant’s sole cost and
expense, may make the proposed alterations, improvements and additions provided that: (i) Tenant
supplies any necessary permits; (ii) such alterations and improvements do not, in Landlord’s
judgment, impair the structural strength of the Building or any other improvements or reduce the
value of the Property; (iii) Tenant takes or causes to be taken all steps that are otherwise
required by Section 16 of this Lease and that are required or permitted by law in order to avoid
the imposition of any mechanic’s, laborer’s or materialman’s lien upon the Premises or the
Property; (iv) Tenant uses a contractor approved by Landlord (which approval shall not be
unreasonably withheld, conditioned or delayed); (v) the alterations, improvements or



17









 




additions shall be installed in accordance with the approved plans and specifications and
completed according to a construction schedule approved by Landlord (which approval shall not be
unreasonably withheld, conditioned or delayed, subject, however, to reasonable and unforeseen
delays); and (vi) Tenant provides insurance of the types and coverage amounts reasonably required
by Landlord. Any and all Landlord permitted alterations, improvements and additions to the
Premises which are constructed, installed or otherwise made by Tenant shall be the property of
Tenant until the expiration or sooner termination of this Lease; at that time all such alterations
and additions shall remain on the Premises and become the property of Landlord without payment by
Landlord unless, contemporaneous and in connection with granting its approval of such alteration or
addition, Landlord instructs Tenant in writing that it will require Tenant to remove the same upon
termination of this Lease, in which event Tenant will remove such alterations, improvements and
additions upon termination of this Lease, and repair and restore any damage to the Property or the
Premises caused by the installation or removal at its sole cost and expense. Notwithstanding
anything to the contrary contained in this Lease, Landlord may withhold its approval to any
proposed alterations, additions or improvements to the Premises in its absolute and sole discretion
with respect to any such alteration, addition or improvement which Landlord reasonably determines
involves any modification to the Building’s exterior or its structural, electrical, mechanical or
plumbing systems, or any components thereof. Notwithstanding anything to the contrary contained in
this Lease, Tenant shall have the right, without Landlord’s prior approval (and without presenting
plans and specifications to Landlord), to perform non-structural cosmetic alterations, improvements
and additions to the Premises, not to exceed $50,000 per calendar year.



16. Mechanic’s Liens. Tenant shall promptly pay any contractors and materialmen who supply labor,
work or materials to Tenant at the Premises or the Property so as to minimize the possibility of a
lien attaching to the Premises or the Property. Tenant shall take all steps permitted by law in
order to avoid the imposition of any mechanic’s, laborer’s or materialman’s lien upon the Premises
or the Property. Should any such lien or notice of lien be filed for work performed for Tenant
other than by Landlord, Tenant shall cause such lien or notice of lien to be discharged of record
by payment, deposit, bond or otherwise within thirty (30) days after the filing thereof or after
Tenant’s receipt of notice thereof, whichever is earlier, regardless of the validity of such lien
or claim, If Tenant shall fail to cause such lien or claim to be discharged and removed from
record within such thirty (30) day period, then, without obligation to investigate the validity
thereof and in addition to any other right or remedy Landlord may have, Landlord may, but shall not
be obligated to, contest the lien or claim or discharge it by payment, deposit, bond or otherwise;
and Landlord shall be entitled to compel the prosecution of an action for the foreclosure of such
lien by the lienor and to pay the amount of the judgment in favor of the lienor with interest and
costs. Any amounts so paid by Landlord and all costs and expenses including, without limitation,
reasonable attorneys’ fees incurred by Landlord in connection therewith, together with Interest
from the respective dates of Landlord’s making such payment or incurring such cost or expense,
which shall constitute Additional Rent payable under this Lease promptly upon demand therefor.
Nothing in this Lease is intended to authorize Tenant to do or cause any work or labor to be done
or any materials to be supplied for the account of Landlord, all of the same to be solely for
Tenant’s account and at Tenant’s risk and expense. Further, notwithstanding anything to the
contrary contained in this Lease, nothing contained in or contemplated by this Lease shall be
deemed or construed in any way to constitute the consent or request by Landlord for the performance
of any work or services or the furnishing of any






18









 







materials for which any lien could be filed against the Premises, the Building or the Property or
any part of any thereof, nor as giving Tenant any right, power or authority to contract or permit
the performance of any work or services or the furnishing of any materials within the meaning of 49
P.S. Sections 1101-1902, as amended, or under the Contractor and Subcontractor Payment Act or any
amendment thereof or otherwise for which any lien could be filed against the Premises, the
Building, the Property or any part of any thereof. Throughout this Lease the term “mechanic’s
lien” is used to include any lien, encumbrance or charge levied or imposed upon the Premises, the
Building or the Property or any interest therein or income therefrom on account of any mechanic’s,
laborer’s or materialman’s lien or arising out of any debt or liability to or any claim or demand
of any contractor, mechanic, supplier, materialman or laborer and shall include without limitation
any mechanic’s notice of intention given to Landlord or Tenant, any stop order given to Landlord or
Tenant, any notice of refusal to pay naming Landlord or Tenant and any injunctive or equitable
action brought by any person entitled to any mechanic’s lien.



17. Landlord’s Right of Entry.




     a) Tenant shall permit Landlord and the authorized representatives of Landlord and of any
mortgagee or any prospective mortgagee to enter the Premises at all reasonable times, with
reasonable prior notice to and coordination with Tenant (except in the case of an emergency in
which case notice shall be given as soon as practicable), for the purpose of (i) inspecting the
Premises or (ii) making any necessary repairs to the Premises or to the Building and performing any
work therein. During the progress of any work on the Premises or the Building, Landlord will use
commercially reasonable efforts not to inconvenience Tenant or interfere with the conduct of
Tenant’s business in the Premises, but shall not be liable for inconvenience, annoyance,
disturbance or loss of business to Tenant by reason of making any repair or by bringing materials,
supplies, tools and equipment in the Premises during the performance of any work, and the
obligations of Tenant under this Lease shall not be thereby affected in any manner whatsoever.



     b) Landlord shall have the right at all reasonable times, with reasonable prior notice to
Tenant, to enter and to exhibit the Premises for the purpose of inspection or showing the Premises
in connection with a sale or mortgage and, during the last nine (9) months of the Term, to enter
upon and to exhibit the Premises to any prospective tenant.



     c) If the Premises are totally vacated or abandoned by Tenant, Landlord shall be permitted to
show the Premises at any time and to prepare the Premises for re-occupancy.


18. Damage by Fire or Other Casualty.




     a) If the Premises or Building is damaged or destroyed by fire or other casualty, Tenant
shall promptly notify Landlord whereupon Landlord shall, at its sole cost and expense and subject
to the consent of Landlord’s present or future mortgagee and to the conditions set forth in this
Section 18, repair, rebuild or replace such damage and restore the Premises to substantially the
same condition as the Premises were in immediately prior to such damage or destruction; provided,
however, that Landlord shall only be obligated to restore such damage or destruction to the extent
of Landlord’s actual receipt of the proceeds of fire and other extended coverage insurance
policies. In any event, if Landlord commences to repair, rebuild or replace such




19











 




damage and restore the Premises, Landlord must fully complete such restoration. Landlord
shall provide Tenant with notice of how long the repair and restoration of the Premises is
anticipated to take within sixty (60) days following the date of such fire or other casualty
(“Restoration Notice”). Notwithstanding the foregoing, if fifty percent (50%) or more of Building
is destroyed to the extent that in Landlord’s sole but reasonable judgment the Premises and the
Building cannot be repaired or restored within one hundred eighty (180) days after the date of such
casualty, Landlord or Tenant may terminate this Lease by written notice to the other party within
fifteen (15) days after Tenant’s receipt of the Restoration Notice. Further notwithstanding the
foregoing, if Landlord’s present or future mortgagee does not consent to Landlord repairing,
rebuilding or replacing such damage and restoring the Premises to substantially the same condition
as the Premises were in immediately prior to such damage or destruction, within ninety (90) days,
or such longer period of time up to one hundred eighty (180) days as Tenant may approve, after the
date of Tenant’s notice to Landlord under the first sentence of this Section 18(a), then Tenant may
terminate this Lease upon written notice to Landlord; provided, however, Tenant’s right to
terminate shall be nullified if Landlord nonetheless commences restoration of the Premises and
thereafter the second sentence of this Section 18(a) shall apply.




     b) The repair, rebuilding or replacement work shall be commenced promptly and completed with
due diligence, taking into account the time required by Landlord to effect a settlement with, and
procure insurance proceeds from, the insurer, and for delays beyond Landlord’s reasonable control.
If this Lease is not terminated pursuant to Section 18(a) above and Landlord shall not have
completed the repairs within one hundred eighty (180) days after the date of such casualty, Tenant
may terminate this Lease upon written notice to Landlord; provided that Landlord may nullify
Tenant’s termination of this Lease if Landlord completes such repairs within thirty (30) days after
the date of Tenant’s termination notice.



     c) The net amount of any insurance proceeds actually recovered by reason of the damage or
destruction of the Building (meaning the gross insurance proceeds actually received by Landlord
excluding proceeds received by Landlord pursuant to a rental coverage endorsement and the
reasonable and actual cost of adjusting the insurance claim and collecting the insurance proceeds)
shall be applied towards the cost of restoration. Notwithstanding anything to the contrary in this
Lease, if the Building and the Premises are completely destroyed, and if in Landlord’s sole but
reasonable opinion the net insurance proceeds will not be adequate to complete such restoration,
Landlord shall have the right to terminate this Lease and all the unaccrued obligations of the
parties hereto by sending a written notice of such termination to Tenant specifying a termination
date no less than thirty (30) days after its transmission, Tenant shall have no surrender
obligations in connection with Landlord’s termination of the Lease pursuant to this Section 18(c).
If the net insurance proceeds are more than adequate, the amount by which the net insurance
proceeds exceed the cost of restoration will be retained by Landlord or applied to repayment of any
mortgage secured by the Premises.



     d) Landlord’s obligation or election to restore the Premises shall not, in any event, include
the repair, restoration or replacement of the fixtures, improvements, alterations, furniture or any
other property owned, installed, made by, or in the possession of Tenant.



     e) If Tenant is dispossessed of all or any portion of the Premises due to fire or other
casualty, Tenant will receive an equitable abatement of its Fixed Basic Rent and Additional Rent



20









 




(in proportion to the affected portion of the Premises in which Tenant is unable to conduct its
business as determined in the commercially reasonable opinion of Tenant) until Landlord has
completed the applicable repair work.



19. Non-Abatement of Rent. Except as otherwise expressly provided in Subsection 18(e) as to
casualty, in Subsections 21(a) and (b) as to condemnation and elsewhere expressly set forth in this
Lease, there shall be no abatement or reduction of the Fixed Basic Rent, Additional Rent or other
sums payable under this Lease for any cause whatsoever and this Lease shall not terminate.



20. Indemnification. Unless such loss, costs or damages were caused by the negligence of Landlord,
its employees, agents or contractors, Tenant hereby agrees to indemnify, defend and hold Landlord
and its employees, agents and contractors harmless from any loss, costs and damages (including
reasonable attorney’s fees and costs) suffered by Landlord, its agents, employees or contractors,
as a result of (i) any claim by a third party, its agents, employees or contractors arising from
Tenant’s use or occupancy of the Premises; (ii) an event of default under this Lease on the part of
Tenant or any failure by Tenant to perform any of the terms or conditions of this Lease to be
performed by it or (iii) any breach of any representations and warranties made by Tenant hereunder.
Tenant shall have the right to designate counsel acceptable to Landlord, such approval not to be
unreasonably withheld, conditioned or delayed to assume the defense of any such third party claim
on behalf of itself and Landlord. Landlord shall not have the right to settle any claim without
the consent of Tenant.




     b) Unless such loss, costs or damages were caused by the negligence of Tenant, its employees,
agents or contractors, Landlord hereby agrees to indemnify, defend and hold Tenant and its
employees, agents and contractors harmless from any loss, costs and damages (including reasonable
attorney’s fees and costs) suffered by Tenant, its agents, employees or contractors, as a result of
(i) an event of default under this Lease on the part of Landlord or any failure by Landlord to
perform any of the terms or conditions of this Lease to be performed by it or (ii) any breach of
any representations and warranties made by Landlord hereunder. Landlord shall have the right to
designate counsel acceptable to Tenant, such approval not to be unreasonably withheld, conditioned
or delayed, to assume the defense of any such third party claim on behalf of itself and Tenant.
Tenant shall not have the right to settle any claim without the consent of Landlord.



     c) The foregoing indemnities shall survive the expiration of the Term or earlier termination
of this Lease.


21. Condemnation.




     a) Total Condemnation. If (i) all of the Premises are covered by a condemnation; or (ii) any
of the Premises is covered by a condemnation and the remaining part is insufficient for the
reasonable operation therein of Tenant’s business; or (iii) subject to the provisions of Subsection
21(b)(i) hereof, any of the Property is covered by a condemnation and, in Landlord’s sole but
reasonable opinion, it would be impractical or the condemnation proceeds are insufficient to
restore the remainder of the Property; then, in any such event, this Lease shall terminate upon
written notice from one party to the other party, delivered within fifteen (15) days after the date
of such condemnation, and all obligations under this Lease shall cease (except for those



21









 




specifically set forth in the Lease as surviving the expiration of the Term or earlier termination
of this Lease) as of the date upon which possession is taken by the condemnor. Tenant shall have
no surrender obligations in connection with a termination of the Lease pursuant to this Section
21(a). Upon such termination the Fixed Basic Rent and all Additional Rent herein reserved shall be
apportioned and paid in full by Tenant to Landlord to that date and all such rent prepaid for
periods beyond that date shall forthwith be repaid by Landlord to Tenant. The obligations pursuant
to the foregoing sentence shall survive the expiration of the Term or earlier termination of this
Lease.




     b) Partial Condemnation.



          (i) If there is a partial condemnation and Landlord decides to terminate pursuant to
Subsection 21(a)(iii) hereof, then Tenant may require Landlord, except during the last two (2)
years of the Term, to withdraw its notice of termination by: [A] giving Landlord written notice
thereof within ten (10) days from transmission of Landlord’s notice to Tenant of Landlord’s
intention to terminate, [B] agreeing to pay the cost of restoration in excess of the condemnation
proceeds reduced by those sums expended by Landlord in collecting the condemnation proceeds, and
[C] giving Landlord adequate security for such payment within such ten (10) day period.




          (ii) If there is a partial condemnation and this Lease has not been terminated pursuant to
subsection (a) hereof, Landlord shall promptly restore the Building and the improvements which are
part of the Premises to a condition and size as nearly comparable as reasonably possible to the
condition and size thereof immediately prior to the date upon which possession shall have been
taken by the condemnor; provided, however, that Landlord shall only be obligated to restore such
damage from condemnation to the extent possible with the award damage. In any event, if Landlord
commences to restore the Premises, Landlord must fully complete such restoration. If the
condemnation proceeds are more than adequate to cover the cost of restoration and the Landlord’s
expenses in collecting the condemnation proceeds, any excess proceeds shall be retained by Landlord
or applied to repayment of any mortgage secured by the Premises.




          (iii) If there is a partial condemnation and this Lease has not been terminated by the date
upon which the condemnor obtains possession, the obligations of Landlord and Tenant under this
Lease shall be unaffected by such condemnation except that there shall be an equitable abatement
for the balance of the Term of the Fixed Basic Rent and Additional Rent according to the square
footage of the Property so condemned.




     c) Award. In the event of a condemnation affecting Tenant, Tenant shall have the right to
make a claim against the condemnor for removal expenses and moving expenses, loss of
business and any other claims Tenant may have; provided and to the extent, however, that such
claims or payments do not reduce the sums otherwise payable by the condemnor to Landlord.


22. Quiet Enjoyment. Tenant, upon paying the Fixed Basic Rent, Additional Rent and other charges
herein required and observing and keeping all covenants, agreements and conditions of this Lease,
shall quietly have and enjoy the Premises during the Term without hindrance or





22









 







molestation by
anyone claiming by or through Landlord, subject, however, to the exceptions, reservations and
conditions of this Lease.



23. Rules and Regulations. The Landlord hereby reserves the right to prescribe, from time to time,
at its sole discretion, reasonable rules and regulations (herein called the “Rules and
Regulations”) in addition to those attached hereto as Exhibit F governing the use and enjoyment of
the Premises and the remainder of the Property. The Rules and Regulations shall not materially
interfere with the Tenant’s use and enjoyment of the Premises in accordance with the provisions of
this Lease for the Permitted Use and shall not increase or modify Tenant’s obligations under this
Lease. In the event of a conflict between the Lease and such rules and regulations, the Lease
shall control. The Tenant shall comply at all times with the Rules and Regulations and shall use
commercially reasonable efforts to cause its agents, employees, invitees, visitors, and guests to
do so. Landlord shall not be responsible to Tenant for non-observance or violation of any of the
Rules and Regulations by any tenant of the Building. Landlord shall apply all Rules and
Regulations against all tenants of the Building in a non-discriminatory and uniform manner. Rules
and Regulations shall not be binding upon or enforceable against Tenant until Tenant receives a
written copy thereof.



24. Assignment and Sublease.




     a) In the event Tenant desires to assign this Lease or sublease all or part of the Premises
to any other party, Tenant shall provide written notice of the terms and conditions of such
assignment or sublease to Landlord prior to the effective date of any such sublease or assignment,
and, prior to such effective date, the Landlord shall have the option, exercisable by written
notice to Tenant within ten (10) business days of Landlord’s receipt of written notice from Tenant,
to: (i) sublease such space from Tenant at the lower rate of (a) the rental rate per rentable
square foot of Fixed Basic Rent and Additional Rent then payable pursuant to this Lease or (b) the
terms set forth in the proposed sublease, (ii) recapture (in the case of subletting) that portion
of the Premises to be sublet or all of the Premises (in the case of an assignment) (“Recapture
Space”) so that such prospective subtenant or assignee shall then become the sole Tenant of
Landlord hereunder, or (iii) recapture the Recapture Space for Landlord’s own use, whereupon Tenant
shall be fully released from any and all obligations hereunder with respect to the Recapture Space.
In the event Landlord fails to respond to Tenant’s aforesaid written notice within such ten (10)
business day period, Landlord shall be deemed to have consented to such proposed assignment or
subletting.



     b) In the event that the Landlord elects not to recapture the Lease as hereinabove provided,
the Tenant may nevertheless assign this Lease or sublet the whole or any portion of the Premises,
subject to the Landlord’s prior written consent, which consent shall not be
unreasonably withheld, conditioned or delayed on the basis of the following terms and
conditions:



          (i) The Tenant shall provide to the Landlord the following:




               (1) The name and address of the proposed assignee or subtenant;



               (2) All the terms and conditions of the assignment or subletting;



23









 





               (3) The nature and character of the business of the proposed assignee or subtenant;



               (4) Banking, financial and other credit information relating to the proposed assignee or
subtenant reasonably sufficient to enable Landlord to determine the proposed assignee’s or
sublessee’s financial responsibility; and



               (5) In the event of a subleasing of only a portion of the Premises, plans and specifications
for tenant’s layout, partitioning, and electrical installations for the portion of the Premises to
be subleased.



          (ii) Tenant shall not be permitted to assign or sublet to the following:




               (1) To a government or quasi-government agency;



               (2) To an entity whose financial or business character is not consistent with the other
tenants in the Building or violates an exclusive use provision contained in another lease at the
Property;



               (3) To an existing tenant of the Building, and such tenant has expansion options in its lease
with the Building;



               (4) To a Tenant of any other Building owned by an affiliate of Landlord located within five
(5) miles of the Building;



               (5) Intentionally Omitted.



               (6) To a tenant or prospect with whom Landlord currently is negotiating for space in the
Building and for whom Landlord has prepared a preliminary space plan and has tendered a written
proposal.



          (iii) The assignee or subtenant shall assume, by written instrument, all of the obligations of
the Tenant as provided by this Lease, and a copy of such assumption agreement shall be furnished to
the Landlord within ten (10) days of its execution, provided, however, any such subtenants shall
only be obligated to assume Tenant’s obligations arising under this Lease with respect to the
portion of the Premises sublet. Any sublease shall expressly acknowledge that said subtenant’s
rights against Landlord shall be no greater than those of Tenant. In addition,
any request by Tenant for Landlord’s consent to an assignment or sublease shall not include
any option or right of expansion, renewal, first refusal, or any other right or option with respect
to the Premises, any other portion of the Building or for any period of time beyond the original
Term, Tenant hereby acknowledging that such rights and options, if any, are personal to Tenant.




          (iv) The Tenant and each assignee shall be and remain liable for the observance of all the
covenants and provisions of this Lease, including, but not limited to, the payment of Fixed Basic
Rent and Additional Rent reserved herein, through the entire Term, as the same may be renewed,
extended or otherwise modified.




24









 








          (v) The Tenant and any assignee or subtenant, as applicable, shall promptly pay to Landlord
fifty percent (50%) of the profit received from such subleasing or assignment after deducting the
actual and reasonable marketing and legal expenses incurred and commissions paid (not to exceed
market rate commissions for comparable transactions) by Tenant in connection with the assignment or
sublease.




          (vi) Tenant shall pay to Landlord the sum of One Thousand Five Hundred Dollars ($1,500.00) to
cover its handling charges for each request for consent to any sublet or assignment prior to its
consideration of the same.




     c) The provisions of subsection (a) hereof shall not apply to a transfer (however
accomplished, whether in a single transaction or in a series of related or unrelated transactions)
of stock (or any other mechanism such as, by way of example, the issuance of additional stock, a
stock voting agreement or change in class(es) of stock) which results in a change of control of
Tenant.



     d) Notwithstanding anything to the contrary in this Lease, Tenant shall have the right to
assign this Lease, upon written notice to Landlord at least ten (10) business days prior to the
effective date of any such transaction, but without obtaining Landlord’s prior written consent (and
without providing Landlord with the rights set forth in Sections 24(a) and 24(b)(v) of this Lease)
to (A) a Tenant Affiliate (defined below) or (B) a corporation or other entity which is a
successor-in-interest to Tenant, by way of merger, consolidation or corporate reorganization, or by
the purchase of all or substantially all of the assets or the ownership interests of Tenant
provided that (i) the net worth of the assignee is not less than the lesser of the net worth of
Tenant as of the Commencement Date or as of the date immediately preceding such merger,
consolidation, corporate reorganization, or sale, and (ii) such assignee shall agree in writing to
assume all of the terms, covenants and conditions of this Lease arising after the effective date of
the assignment. For purposes hereof, a “Tenant Affiliate” shall mean a corporation, partnership,
limited liability company or other entity that is controlled by Tenant, under common control with
Tenant or that controls Tenant.



     e) In the event that any or all of Tenant’s interest in the Premises and/or this Lease is
transferred by operation of law to any trustee, receiver, or other representative or agent of
Tenant, or to Tenant as a debtor in possession, and subsequently any or all of Tenant’s interest in
the Premises and/or this Lease is offered or to be offered by Tenant or any trustee, receiver, or
other representative or agent of Tenant as to its estate or property (such person, firm or
entity being hereinafter referred to as the “Grantor”, for assignment, conveyance, lease, or other
disposition to a person, firm or entity other than Landlord (each such transaction being
hereinafter referred to as a “Disposition”), it is agreed (to the extent permitted by law) that
Landlord has and shall have a right of first refusal to purchase, take, or otherwise acquire, the
same upon the same terms and conditions as the Grantor thereof shall accept upon such Disposition
to such other person, firm, or entity; and as to each such Disposition the Grantor shall give
written notice to Landlord in reasonable detail of all of the terms and conditions of such
Disposition within twenty (20) days next following its determination to accept the same but prior
to accepting the same, and Grantor shall not make the Disposition until and unless Landlord has
failed or refused to accept such right of first refusal as to the Disposition, as set forth herein.
Landlord shall have sixty (60) days next following its receipt of the written notice as to such



25









 




Disposition in which to exercise the option to acquire Tenant’s interest by such Disposition, and
the exercise of the option by Landlord shall be effected by notice to that effect sent to the
Grantor; but nothing herein shall require Landlord to accept a particular Disposition or any
Disposition, nor does the rejection of any one such offer of first refusal constitute a waiver or
release of the obligation of the Grantor to submit other offers hereunder to Landlord. In the
event Landlord accept such offer of first refusal, the transaction shall be consummated pursuant to
the terms and conditions of the Disposition described in the notice to Landlord. In the event
Landlord rejects such offer of first refusal, Grantor may consummate the Disposition with such
other person, firm, or entity; but any decrease in price of more than two percent (2%) of the price
sought from Landlord or any change in the terms of payment for such Disposition shall constitute a
new transaction requiring a further option of first refusal to be given to Landlord hereunder.




     f) Without limiting any of the provisions of this Section 24, if pursuant to the Federal
Bankruptcy Code (herein referred to as the “Code”), or any similar law hereafter enacted having the
same general purpose, Tenant is permitted to assign this Lease notwithstanding the restrictions
contained in this Lease, adequate assurance of future performance by an assignee expressly
permitted under such Code shall, to the extent permitted by law, be deemed to mean the deposit of
cash security in an amount equal to the sum of six (6) month’s Fixed Basic Rent plus an amount
equal to the Additional Rent for the six (6) months preceding the year in which such assignment is
intended to become effective, which deposit shall be held by Landlord for the balance of the Term,
without interest, as security for the full performance of all of Tenant’s obligations under this
Lease, to be held and applied in the manner specified for any security deposit required hereunder.



     g) Except as specifically set forth above, no portion of the Premises or of Tenant’s interest
in this Lease may be acquired by any other person or entity, whether by assignment, mortgage,
sublease, transfer, operation of law or act of the Tenant, nor shall Tenant pledge its interest in
this Lease or in any security deposit required hereunder.



     h) In the event Tenant desires to assign its lease or sublet any portion of the Premises,
Tenant shall cause any and all advertisements or notices of availability to be delivered to
Landlord for Landlord’s approval prior to releasing or publishing same. Any such
advertisements or notices may be delivered to Landlord via email or other electronic
transmission. If Landlord fails to respond to such advertisements or notices within five (5) days
after Tenant’s delivery thereof to Landlord, Landlord’s approval of such advertisements or notices
shall be deemed granted.


25. Subordination. This Lease and Tenant’s rights under this Lease shall be subordinate at all
times in lien and priority to any first mortgage or other primary encumbrance now or hereafter
placed upon or affecting the Property or the Premises, and to the lien of any second mortgage or
encumbrance with the consent of the first mortgagee, and to the lien of all renewals,
modifications, consolidations and extensions thereof, without the necessity of any further
instrument or act on the part of Tenant. Tenant shall execute and deliver within fifteen (15) days
after demand any further commercially reasonable instrument or instruments confirming the
subordination of this Lease to the lien of any such first mortgage or to the lien of any other
mortgage, if requested to do so by Landlord with the consent of the first mortgagee, and any





26









 







further commercially reasonable instrument or instruments of attornment that may be desired by any
such mortgagee or Landlord, provided, however, that any holder of such lien or mortgage agrees not
to disturb the use and occupancy of the Premises in accordance with the terms of this Lease upon
any foreclosure. Notwithstanding the foregoing, any mortgagee may at any time subordinate its
mortgage to this Lease, without Tenant’s consent, by giving notice in writing to Tenant and
thereupon this Lease shall be deemed prior to such mortgage without regard to their respective
dates of execution and delivery. In that event such mortgagee shall have the same rights with
respect to this Lease as though this Lease had been executed prior to the execution and delivery of
the mortgage and had been assigned to such mortgagee. Landlord shall use commercially reasonable
efforts to obtain a subordination, nondisturbance and attornment agreement in a form reasonably
acceptable to Tenant from any present or future mortgagees or ground lessors of the Property.



26. Curing Tenant’s Defaults. If Tenant defaults in the performance of any of its obligations
under this Lease beyond any applicable notice and cure period, Landlord may, without any obligation
to do so and in addition to any other rights it may have in law or equity, elect to cure such
default on behalf of Tenant after written notice (except in the case of emergency) to Tenant.
Tenant shall reimburse Landlord upon demand for any sums paid or costs incurred by Landlord in
curing such default, including Interest thereon from the respective dates of Landlord’s making the
payments and incurring such costs, which sums and costs together with interest thereon shall be
deemed Additional Rent payable within ten (10) days of demand.



27. Surrender.




     a) At the expiration of the Term or earlier termination of this Lease, Tenant shall promptly
yield up the Premises and all improvements, alterations and additions thereto, and all fixtures and
equipment servicing the Premises in a condition which is clean of garbage and debris and broom
clean and in the same condition, order and repair in which they are required to be kept throughout
the Term, ordinary wear and tear and damage by fire and other insured casualty excepted.



     b) If Tenant, or any person claiming through Tenant, continues to occupy the Premises after
the expiration of the Term or earlier termination of this Lease or any renewal thereof without
prior written consent of Landlord, the tenancy under this Lease shall become, at the option of
Landlord, expressed in a written notice to Tenant and not otherwise, a month-to-month lease,
terminable by Landlord on thirty (30) days prior notice, under the same terms and conditions set
forth in this Lease; and (ii) the Fixed Basic Rent during such continued occupancy shall be one
hundred fifty percent (150%) of the amount set forth in Section 6. Anything to the contrary
notwithstanding, any holding over by Tenant without Landlord’s prior written consent shall
constitute an event of default under this Lease and shall be subject to all the remedies set forth
in Subsection 28(b) of this Lease.


28. Defaults-Remedies.




     a) Defaults. It shall be a default or event of default under this Lease if any one or more
of the following events occurs:



27









 





               (1) Tenant fails to pay in full, when due and without demand, any and all installments of
Fixed Basic Rent or Additional Rent or any other charges or payments due and payable under this
Lease whether or not herein included as rent and such failure shall continue for more than ten (10)
days after receipt of written notice from Landlord; provided, however, Landlord shall not be
required to provide written notice under this Section 28(a)(1) more than twice in any twelve (12)
consecutive month period.



               (2) Tenant violates or fails to perform or otherwise breaches any agreement, term, covenant or
condition contained in this Lease and such failure or breach continues for more than thirty (30)
days after receipt of written notice from Landlord.



               (3) Tenant abandons or vacates the entire Premises without notice and without having first
paid to Landlord in full all Fixed Basic Rent, Additional Rent and other charges that have become
due and fails to continue paying all which will become due thereafter through the end of the Term,
and fails to maintain the insurance required to be carried by Tenant under this Lease.



               (4) Tenant becomes insolvent or bankrupt in any sense or makes an assignment for the benefit
of creditors or if a petition in bankruptcy or for reorganization or for an arrangement with
creditors under any federal or state law is filed by or against Tenant, or a bill in equity or
other proceeding for the appointment of a receiver or similar official for any of Tenant’s assets
is commenced, or if any of the real or personal property of Tenant shall be levied upon by any
sheriff, marshal or constable; provided, however, that any proceeding brought by anyone other than
the parties to this Lease under any bankruptcy, reorganization arrangement, insolvency,
readjustment, receivership or similar law shall not constitute an event of default until such
proceeding, decree, judgment or order has continued unstayed for more than sixty (60) consecutive
days.



               (5) Any of the events enumerated in Subsections (a)(i) through (a)(iv) of this Section 28
happen to any guarantor of this Lease, if any.



     b) Remedies. Upon the occurrence of an event of default under this Lease, Landlord shall
have all of the following rights:



          (i) Landlord may charge a late payment charge of five (5%) percent of any amount owed to
Landlord pursuant to this Lease which is not paid within ten (10) days of the due date which is set
forth in the Lease or, if a due date is not specified in this Lease, within thirty (30) days of the
mailing of a bill therefor by Landlord. Nothing in this Lease shall be construed as waiving any
rights of Landlord arising out of any default of Tenant, by reason of Landlord’s imposing or
accepting any such late charge(s) and/or interest; the right to collect such late charge(s) and/or
interest is separate and apart from any rights relating to remedies of Landlord after default by
Tenant including, without limitation, the rights and remedies of Landlord provided herein.




          (ii) Landlord may accelerate the whole or any part of the Fixed Basic Rent and all Additional
Rent for the entire unexpired balance of the Term (to the extent Additional Rent can be reasonably
determined for such period), as well as all other charges, payments, costs






28









 







and expenses herein
agreed to be paid by Tenant, and any Fixed Basic Rent or other
charges, payments, costs and expenses so accelerated shall, in addition to any and all installments of rent already due and
payable and in arrears and any other charge or payment herein reserved, included or agreed to be
treated or collected as rent and any other charge, expense or cost herein agreed to be paid by
Tenant which may be due and payable and in arrears, be deemed due and payable as if, by the terms
and provisions of this Lease, such accelerated rent and other charges, payments, costs and expenses
were on that date payable in advance. Such accelerated rent and other charges, payments, costs and
expenses collected from Tenant pursuant to this Section 28(b)(ii) shall be discounted to present
value using an interest rate of six percent (6%) per annum, and upon the collection of such sums by
Landlord, Tenant shall be fully released from any and all liabilities and obligations under the
terms of this Lease and this Lease shall be deemed terminated.




          (iii) Landlord may re-enter the Premises and, at the option of Landlord, remove all persons
and all or any property therefrom, either by summary dispossess proceedings or by any suitable
action or proceeding at law, without being liable for prosecution or damages therefor, and Landlord
may repossess and enjoy the Premises. Upon recovering possession of the Premises by reason of or
based upon or arising out of a default on the part of Tenant, Landlord may, at Landlord’s option,
either: (y) terminate this Lease, or (z) make such alterations and repairs as may be necessary in
order to relet the Premises and then relet the Premises or any part or parts thereof, either in
Landlord’s name or otherwise, for a term or terms which may, at Landlord’s option, be less than or
exceed the period which would otherwise have constituted the balance of the Term and at such rent
or rents and upon such other terms and conditions as in Landlord’s sole discretion may seem
advisable and to such person or persons as may in Landlord’s discretion seem best; upon each such
reletting all rents received by Landlord from such reletting shall be applied as follows: first, to
the payment of any reasonable and actual costs
and expenses of such reletting, including all reasonable costs of alterations and repairs;
second, to the payment of any indebtedness other than Fixed Basic Rent, Additional Rent or other
charges due hereunder from Tenant to Landlord; third, to the payment of Fixed Basic Rent,
Additional Rent and other charges due and unpaid hereunder; and the residue, if any, shall be held
by Landlord and applied in payment of future rent as it may become due and payable hereunder. If
rentals received from reletting during any month are less than that to be paid during that month by
Tenant, Tenant shall pay any such deficiency to Landlord. Such deficiency shall be calculated and
paid monthly. No such re-entry or taking possession of the Premises or the making of alterations
or improvements thereto or the reletting thereof shall be construed as an election on the part of
Landlord to terminate this Lease unless written notice of termination is given to Tenant. Landlord
shall in no event be liable in any way whatsoever for failure to relet the Premises or, in the
event that the Premises or any part or parts thereof are relet, for failure to collect the rent
thereof under such reletting. Notwithstanding any such reletting without termination, Landlord may
at any time thereafter elect to terminate this Lease for such previous breach.




          (iv) In the event of a default by Landlord of its duties and obligations under this Lease,
Tenant shall have all rights and remedies available at law or in equity.




          (v) CONFESSION OF JUDGMENT FOR POSSESSION. UPON THE OCCURRENCE OF AN EVENT OF DEFAULT
OR UPON THE EXPIRATION OR





29









 







TERMINATION OF THE TERM OF THIS LEASE, FOR THE PURPOSE OF OBTAINING
POSSESSION OF THE PREMISES, TENANT HEREBY AUTHORIZES AND EMPOWERS THE PROTHONOTARY OR ANY ATTORNEY
OF ANY COURT OF RECORD IN THE COMMONWEALTH OF PENNSYLVANIA OR ELSEWHERE, AS ATTORNEY FOR TENANT AND
ALL PERSONS CLAIMING UNDER OR THROUGH TENANT, TO APPEAR FOR AND CONFESS JUDGMENT AGAINST TENANT FOR
POSSESSION OF THE PREMISES, AND AGAINST ALL PERSONS CLAIMING UNDER OR THROUGH TENANT, IN FAVOR OF
LANDLORD, FOR RECOVERY BY LANDLORD OF POSSESSION THEREOF, FOR WHICH THIS AGREEMENT OR A COPY HEREOF
VERIFIED BY AFFIDAVIT, SHALL BE A SUFFICIENT WARRANT; AND THEREUPON A WRIT OF POSSESSION MAY
IMMEDIATELY ISSUE FOR POSSESSION OF THE PREMISES, WITHOUT ANY PRIOR WRIT OR PROCEEDING WHATSOEVER
AND WITHOUT ANY STAY OF EXECUTION. IF FOR ANY REASON AFTER SUCH ACTION HAS BEEN COMMENCED THE SAME
SHALL BE TERMINATED AND THE POSSESSION OF THE PREMISES REMAINS IN OR IS RESTORED TO TENANT,
LANDLORD SHALL HAVE THE RIGHT UPON THE OCCURRENCE OF ANY SUBSEQUENT EVENT OF DEFAULT TO CONFESS
JUDGMENT IN ONE OR MORE FURTHER ACTIONS IN THE MANNER AND FORM SET FORTH ABOVE TO RECOVER
POSSESSION OF SAID PREMISES FOR SUCH SUBSEQUENT DEFAULT. TENANT WAIVES ALL ERRORS IN CONNECTION
WITH ANY SUCH CONFESSION OF JUDGMENT. NO SUCH TERMINATION OF THIS LEASE, NOR TAKING, NOR RECOVERING
POSSESSION OF THE PREMISES SHALL DEPRIVE LANDLORD OF ANY REMEDIES OR ACTION AGAINST TENANT FOR
FIXED BASIC RENT, ADDITIONAL RENT OR FOR OTHER SUMS DUE HEREUNDER OR FOR DAMAGES DUE OR TO
BECOME DUE FOR THE BREACH OF ANY CONDITION OR COVENANT HEREIN CONTAINED, NOR SHALL THE
BRINGING OF ANY SUCH ACTION FOR RENT AND/OR OTHER SUMS DUE HEREUNDER, OR BREACH OF COVENANT OR
CONDITION NOR THE RESORT TO ANY OTHER REMEDY HEREIN PROVIDED FOR THE RECOVERY OF RENT AND/OR OTHER
SUMS DUE HEREUNDER OR DAMAGES FOR SUCH BREACH BE CONSTRUED AS A WAIVER OF THE RIGHT TO INSIST UPON
THE FORFEITURE AND TO OBTAIN POSSESSION IN THE MANNER HEREIN PROVIDED.




          c) Waiver of Jury Trial. IT IS MUTUALLY AGREED BY AND BETWEEN LANDLORD AND TENANT THAT (A)
THEY HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTER-CLAIM BROUGHT BY EITHER OF THE
PARTIES HERETO 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 OF OCCUPANCY OF THE PREMISES
OR CLAIM OF INJURY OR DAMAGE, AND (B) IN ANY ACTION ARISING HEREUNDER, THE LEGAL FEES OF THE
PREVAILING PARTY WILL BE PAID BY THE OTHER PARTY TO THE ACTION.




          d) Non-Waiver. No waiver by Landlord of any breach by Tenant of any of Tenant’s obligations,
agreements or covenants herein shall be a waiver of any subsequent breach or of any other
obligation, agreement or covenant, nor shall any forbearance by Landlord to seek




30









 







a remedy for any event of default by Tenant be a waiver by Landlord of any rights and remedies with respect to such
or any subsequent event of default.




          e) Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to
the parties hereto is intended to be exclusive of any other right or remedy provided herein or by
law, but each shall be cumulative and in addition to every other right or remedy given herein or
now or hereafter existing at law or in equity or by statute.



29. Condition of Premises. Tenant’s occupancy of the Premises on the Commencement Date shall
constitute acceptance of the work performed by Landlord pursuant to Section 3 of this Lease,
subject to latent defects and all punch list items.



30. Hazardous Substances.




     a) Tenant shall not cause or allow the generation, treatment, storage or disposal of
Hazardous Substances on or near the Premises or Property, except for de minimis amounts in the
ordinary course of Tenant’s business which are used in compliance with all applicable Federal,
state and local laws, regulations and ordinances. “Hazardous Substances” shall mean (i) any
hazardous substance as that term is now or hereafter defined in the Comprehensive Environmental
Response, Compensation and Liability Act (“CERCLA”), 42 U.S.C. 9601 et seq., as amended,
(ii) any hazardous waste or hazardous substance as those terms are now or hereafter defined in any
local, state or Federal law, regulation or ordinance not inapplicable to the Premises and Property,
or (iii) petroleum including crude oil or any fraction thereof. In the event
Tenant uses any Hazardous Substances, Tenant shall dispose of such substances in accordance
with all applicable Federal, state and local laws, regulations and ordinances.



     b) Landlord represents that on the Commencement Date the Premises shall be free of all
Hazardous Substances.



     c) Tenant agrees to indemnify, defend and hold harmless Landlord, its employees, agents,
successors, and assigns, from and against any and all damage, claim, liability, or loss, including
reasonable attorneys’ and other fees, arising out of or in any way connected to the generation,
treatment, storage or disposal of Hazardous Substances by Tenant, its employees, agents,
contractors, or invitees, on the Premises or Property. Such duty of indemnification shall include,
but not be limited to damage, liability, or loss pursuant to all Federal, state and local
environmental laws, rules and ordinances, strict liability and common law.



     d) Landlord agrees to indemnify, defend and hold harmless Tenant, its employees, agents,
successors, and assigns, from and against any and all damage, claim, liability, or loss, including
reasonable attorneys’ and other fees, arising out of or in any way connected to the generation,
treatment, storage or disposal of Hazardous Substances by anyone other than Tenant, its employees,
agents, contractors, or invitees, on the Premises or Property. Such duty of indemnification shall
include, but not be limited to damage, liability, or loss pursuant to all Federal, state and local
environmental laws, rules and ordinances, strict liability and common law.



     e) Tenant agrees to notify Landlord immediately of any disposal of Hazardous Substances in
the Premises or Property in violation of this Lease, of any discovery of Hazardous



31









 




Substances in the Premises or the Property, or of any notice by a governmental authority or private party
alleging or suggesting that a disposal of Hazardous Substances on or near the Premises or Property
may have occurred. Furthermore, Tenant shall provide the Landlord with full and complete access to
any documents or information in its possession or control relevant to the question of the
generation, treatment, storage, or disposal of Hazardous Substances on or near the Premises or the
Property.



31. Recording. Neither this Lease nor a memorandum of this Lease shall be recorded in any public
records without the written consent of Landlord.



32. Brokers’ Commission. Landlord and Tenant represent and warrant to each other that the Brokers
(as defined in the Preamble) are the sole brokers with whom the parties have negotiated in bringing
about this Lease and the parties agree to indemnify and hold each other harmless from any and all
claims of other brokers and expenses in connection therewith arising out of or in connection with
the negotiation of or the entering into this Lease by Landlord and Tenant.



33. Notices. All notices, demands, requests, consents, certificates, and waivers required or
permitted hereunder from either party to the other shall be in writing and sent by United States
certified mail, return receipt requested, postage prepaid, or by recognized overnight courier,
addressed as follows:



If to Tenant prior to the Commencement Date:



NuPathe, Inc.

375 E. Elm Street, Suite 110

Conshohocken, PA 19428

Attention: Suzanne M. Hanlon, VP Administration,

General Counsel, Secretary



If to Tenant after the Commencement Date:



NuPathe, Inc.

227 Washington Street

Conshohocken, PA 19428

Attention: Suzanne M. Hanlon, VP Administration,

General Counsel, Secretary



with a copy to:



Morgan, Lewis & Bockius LLP

1701 Market Street

Philadelphia, PA 19103

Attention: Tracy L. Steele, Esquire



If to Landlord:



Washington Street Associates II, L.P.





32









 







2701 Renaissance Boulevard

4th Floor

King of Prussia, PA 19406

Attention: Mr. Richard Heany



with a copy to:



Macartney, Mitchell & Campbell, LLC

2701 Renaissance Boulevard

4th Floor

King of Prussia, PA 19406

Attention: Sean E. Mitchell, Esquire



Either party may at any time, in the manner set forth for giving notices to the other, specify a
different address to which notices to it shall thereafter be sent. All notices shall be effective
upon receipt or rejection of receipt by the addressee.



34. Irrevocable Offer: No Option. The submission of this Lease by Landlord to Tenant for
examination shall not constitute a reservation of or option for the Premises. This Lease shall
become effective only upon execution thereof by an authorized officer of the general partner of the
Landlord on behalf of Landlord and by an authorized officer of Tenant.



35. Inability to Perform. If the parties are delayed or prevented from performing any of their
obligations under this Lease by reason of strike, labor troubles, acts of war, terrorism,
bioterrorism or any cause whatsoever beyond the parties’ control, the period of such delay or such
prevention shall be deemed added to the time herein provided for the performance of any such
obligation. Notwithstanding the foregoing, the terms of this Section 35 shall not apply nor have
any affect whatsoever on Tenant’s obligations to pay Fixed Basic Rent, Additional Rent or any other
sums due under this Lease, except in the event of a banking system failure.



36. Survival. Notwithstanding anything to the contrary contained in this Lease, the expiration of
the Term, whether by lapse of time or otherwise, shall not relieve Tenant from its obligations
accruing prior to the expiration of the Term.



37. Authority. The person executing this Lease on behalf of Tenant hereby covenants and warrants
that: Tenant is a duly formed corporation qualified to do business in the state in which the
Property is located; Tenant will remain qualified to do business in said state throughout the Term
and any renewals thereof; and such persons are duly authorized by such corporation to execute and
deliver this Lease on behalf of the corporation. The person executing this Lease on behalf of
Landlord hereby covenants and warrants that: Landlord is a duly formed limited partnership
qualified to do business in the state in which the Property is located; Landlord will remain
qualified to do business in said state throughout the Term and any renewals thereof; and such
persons are duly authorized by such limited partnership to execute and deliver this Lease on behalf
of the limited partnership.



38. Tenant Representations and Warranties. Tenant hereby represents and warrants to Landlord that
Tenant’s most recent financial statements delivered to Landlord in connection with




33









 







the execution of this Lease are true in all material respects and no material adverse changes have occurred with
respect thereto. Tenant covenants that upon written request from Landlord (which request shall not
be made more than one (1) time in any (1) calendar year), Tenant will deliver to Landlord current
financial statements which shall be prepared in accordance with generally accepted accounting
principles consistently applied. Landlord warrants that such financial statements shall remain
confidential and will only be provided to prospective lenders and purchasers of the Property.



39. Waiver of Invalidity of Lease. Each party agrees that it will not raise or assert as a defense
to any obligation under the Lease or make any claim that the Lease is invalid or unenforceable due
to any failure of this document to comply with ministerial requirements including, without
limitation, requirements for corporate seals, attestations, witnesses, notarizations or other
similar requirements and each party hereby waives the right to assert any such defenses or make any
claim of invalidity or unenforceability due to any of the foregoing.



40. Security Deposit. As additional security for the full and prompt performance by Tenant of the
terms and covenants of this Lease, Tenant has deposited with Landlord the Security Deposit. The
Security Deposit shall not constitute rent for any month (unless so applied by Landlord on account
of Tenant’s default hereunder). Tenant shall, within ten (10) days after demand, restore any
portion of the Security Deposit which may be applied by Landlord to cure any default by Tenant
hereunder. To the extent that Landlord has not applied the Security Deposit or any portion thereof
on account of a default, the Security Deposit, or such remaining portion of the Security Deposit,
shall be returned to Tenant, without interest, promptly following the termination of this Lease.



41. Estoppel Certificate. Either party shall from time to time, but no more than twice in any one
calendar year, within ten (10) business days after the other party’s request or that of any
mortgagee of Landlord, execute, acknowledge and deliver to the requesting party a written
instrument in recordable form, substantially in the form attached hereto as Exhibit G, certifying
(i) that this Lease is in full force and effect and has not been modified, supplemented or amended
(or, if there have been modifications, supplements or amendments, that it is in full force and
effect as modified, supplemented or amended, and stating such modifications, supplements and
amendments); (ii) the dates to which Fixed Basic Rent and Additional Rent and any other charges
arising hereunder have been paid; (iii) the amount of any prepaid rents or credits due Tenant, if
any; (iv) if applicable, that Tenant has accepted possession and has entered into occupancy of the
Premises, and certifying the Commencement Date; (v) whether or not, to the best of the certifying
party’s knowledge, all conditions under the Lease to be performed by the requesting party prior
thereto have been satisfied and whether or not the requesting party is then in default in the
performance of any covenant, agreement or condition contained in this Lease and specifying each, if
any, unsatisfied condition and each, if any, default of which the certifying party may have
knowledge; and (vi) any other fact or condition related to the Lease reasonably requested. Any
certification delivered pursuant to the provisions of this Section shall be intended to be relied
upon by the requesting party and any mortgagee or prospective mortgagee or purchaser of the
Property or of any interest therein. Notwithstanding the foregoing, either party’s failure to
furnish an estoppel certificate within said ten (10) business day period shall constitute an event
of default under this Lease.




34









 







42. Rights Reserved by Landlord. Landlord waives no rights, except those that may be specifically
waived herein, and explicitly retains all other rights including, without limitation, the following
rights, each of which Landlord may exercise without notice to Tenant (except as otherwise required
herein) and without liability to Tenant for damage or injury to property, person or business on
account of the exercise thereof, and the exercise of any such rights shall not be deemed to
constitute an eviction or disturbance of Tenant’s use or possession of the Premises and shall not
give rise to any claim for set-off or abatement of Rent or any other claim:




     a) To change the name or street address of the Building after prior written notice to Tenant
of such change;



     b) The exclusive right to use the name of the Building for all purposes, except that Tenant
may use the name on its business address;



     c) To install, affix and maintain any and all signs on the exterior and on the interior of
the Building or the Property;



     d) To decorate or to make repairs, alterations, additions, or improvements, whether
structural or otherwise, in and about the Building, or any part thereof, and for such purposes to
enter upon the Premises after reasonable prior notice to and coordination with Tenant and during
the continuance of any of such work, to temporarily close doors, entry ways, public space and
corridors in the Building and to temporarily interrupt or temporarily suspend services or use of
Common Facilities, all without affecting any of Tenant’s obligations hereunder, so long as the
Premises are reasonably accessible and usable. During the progress of any such work on the
Premises or the Building, Landlord will use commercially reasonable efforts not to inconvenience
Tenant or interfere with the conduct of Tenant’s business in the Premises;



     e) To furnish door keys for the entry door(s) in the Premises on the Commencement Date and to
retain at all times, and to use in appropriate instances, keys to all doors within and into the
Premises. Tenant agrees to purchase only from Landlord additional duplicate keys as required (at
Landlord’s actual cost therefor), to change no locks, and not to affix locks on doors without the
prior written consent of the Landlord, which consent shall not be unreasonably withheld,
conditioned or delayed. Upon the expiration of the Term or Tenant’s right to possession, Tenant
shall return all keys to Landlord and shall disclose to Landlord the combination of any safes,
cabinets or vaults left in the Premises;



     f) To designate and approve all window coverings used in the Building;



     g) To approve the weight, size and location of safes, vaults and other heavy equipment and
articles in and about the Premises and the Building so as not to exceed the legal load per square
foot designated by the structural engineers for the Building, and to require all such items and
furniture and similar items to be moved into or out of the Building and Premises only at such
times, in such manner and upon such terms as Landlord shall direct in writing;



     h) To uniformly regulate with all tenants of the Building the delivery of supplies and the
usage of the loading docks, receiving areas and freight elevators;



35









 





     i) To erect, use and maintain pipes, ducts, wiring and conduits, and appurtenances thereto,
in and through the Premises;



     j) To grant to any person or to reserve unto itself the exclusive right to conduct any
business or render any service in the Building or on the Property (except to the extent such
exclusive right would prevent Tenant’s business use of the Premises);



     k) To alter the layout, design and/or use of the Building in such manner as Landlord, in its
sole but reasonable discretion, deems appropriate, so long as the character of the Building as a
first class office building is maintained and provided such alteration does not unreasonably
interfere with Tenant’s access and use of the Premises and the Property or Tenant’s rights under
this Lease; and,



     l) The exclusive right to use or dispose of the use of the roof of the Building.


43. Miscellaneous.




     a) Entire Agreement. This Lease represents the entire agreement between the parties hereto
and there are no collateral or oral agreements or understandings between Landlord and Tenant with
respect to the Premises or the Property. No rights, easements or licenses are acquired in the
Property or any land adjacent to the Property by Tenant by implication or otherwise except as
expressly set forth in the provisions of this Lease.



     b) Modification. This Lease shall not be modified in any manner except by an instrument in
writing executed by the parties.



     e) Interpretation. The masculine (or neuter) pronoun, singular number, shall include the
masculine, feminine and neuter genders and the singular and plural number.



     d) Exhibits. Each writing or plan referred to herein as being attached as an Exhibit or
otherwise designated herein as an Exhibit hereto is hereby made a part of this Lease.



     e) Captions and Headings. The captions and headings of sections, subsections and the table
of contents herein are for convenience only and are not intended to indicate all of the subject
matter in the text and they shall not be deemed to limit, construe, affect or alter the meaning of
any provisions of this Lease and are not to be used in interpreting this Lease or for any other
purpose in the event of any controversy.



     f) Severability. If any term or provision of this Lease, or the application thereof to any
person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this
Lease, or the application of such term or provision to persons or circumstances other than those as
to which it is held invalid or unenforceable, shall not be affected thereby, and each term and
provision of this Lease shall be valid and be enforced to the fullest extent permitted by law.



     g) Joint and Several Liability. If two or more individuals, corporations, partnerships or
other persons (or any combination of two or more thereof) shall sign this Lease as Tenant, the
liability of each such individual, corporation, partnership or other persons to pay the Rent and
perform all other obligations under this Lease shall be deemed to be joint and several, and all



36









 




notices, payments and agreements given or made by, with or to any one of such individuals,
corporations, partnerships or other persons shall be deemed to have been given or made by, with or
to all of them. In like mariner, if Tenant shall be a partnership or other legal entity, the
members of which are, by virtue of any applicable law or regulation, subject to personal liability,
the liability of each such member shall be joint and several.




     h) No Representations by Landlord. Landlord and Landlord’s agents have made no
representations, agreements, conditions, warranties, understandings or promises, either oral or
written, other than as expressly set forth in this Lease, with respect to this Lease, the Premises,
the Building, and/or the Property.



     i) Relationship of Parties. This Lease shall not create any relationship between the parties
other than that of Landlord and Tenant.



     j) Choice of Law. The terms of this Lease shall be construed under the laws of the
Commonwealth of Pennsylvania, and that exclusive jurisdiction and venue shall be in the Court of
Common Pleas of the County in which the Property is located without regard to principles of choice
or conflict of law; the personam jurisdiction to which each party submits.



     k) Time is of the Essence. Time is of the essence in all provisions of this Lease.


44. Additional Definitions.




     a) “Date of this Lease” or “date of this Lease” shall mean the Effective Date.



     b) “Landlord” as used in this Lease includes the Landlord named above as well as its
successors and assigns, each of whom shall have the same rights, remedies, powers, authorities and
privileges as it would have had it originally signed this lease as Landlord. Any such person,
whether or not named herein, shall have no liability hereunder accruing after ceasing to hold title
to the Property. Neither Landlord nor any principal of Landlord nor any owner of the Building or
the Property, whether disclosed or undisclosed, shall have any personal liability with respect to
any of the provisions of this Lease, the Premises or the Property, and if Landlord is in breach or
default with respect to Landlord’s obligations under this Lease or otherwise, Tenant shall look
solely to the equity of Landlord in the Premises and the Property for the satisfaction of Tenant’s
remedies.



     c) “Tenant” as used in this Lease includes the Tenant named above as well as its heirs,
successors and assigns, each of which shall be under the same obligations, liabilities and
disabilities and each of which shall have the same rights, privileges and powers as it would have
possessed had it originally signed this Lease as Tenant. Each and every person named above as
Tenant shall be bound jointly and severally by the terms, covenants and agreements contained
herein. However, no such rights, privileges or powers shall inure to the benefit of any assignee
of Tenant, immediate or remote, unless the assignment to such assignee is permitted under the terms
of this Lease or has been approved in writing by Landlord. Any notice required or permitted by the
terms of this Lease may be given by or to any one of the persons named above as Tenant, and shall
have the same force and effect as if given by or to all of them.



37









 





     d) “Mortgage” and “Mortgagee” as used in this Lease includes any lien or encumbrance on the
Premises, the Building or the Property or on any part of or interest in or appurtenance to any of
the foregoing, including without limitation any ground rent or ground lease if Landlord’s interest
is or becomes a leasehold estate. The word “mortgagee” is used herein to include the holder of any
mortgage, including any ground Landlord if Landlord’s interest is or becomes a leasehold estate.
Wherever any right is given to a mortgagee, that right may be exercised on behalf of such mortgagee
by any representative or servicing agent of such mortgagee.



     e) “Person” as used in this Lease includes a natural person, a partnership, a corporation, an
association, and any other form of business association or entity.



     f) “Rent” or “rent” as used in this Lease shall mean all Fixed Basic Rent and Additional Rent
and any other rent or other sums due under this Lease reserved under this Lease.



     SECTION 28(b) HEREOF SETS FORTH A WARRANT OR AUTHORITY FOR AS ATTORNEY TO CONFESS JUDGMENT FOR
POSSESSION AGAINST TENANT. IN GRANTING THIS WARRANT OF ATTORNEY TO CONFESS JUDGMENT FOR POSSESSION
AGAINST TENANT, TENANT HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, AND (ON THE ADVICE OF THE
SEPARATE COUNSEL OF TENANT, IF TENANT HAS USED COUNSEL IN REGARD TO ENTERING INTO THIS LEASE)
UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS TENANT HAS OR MAY HAVE TO PRIOR NOTICE AND AN OPPORTUNITY
FOR HEARING UNDER THE CONSTITUTIONS AND LAWS OF THE UNITED STATES AND THE COMMONWEALTH OF
PENNSYLVANIA.


45. Renewal Option. Tenant is hereby granted one (1) option to renew this Lease (“Renewal
Option”), upon the following terms and conditions:




     a) At the time Tenant elects to exercise the Renewal Option, and on the first day of such
renewal period (such period, the “Renewal Period”), an event of default shall not have occurred and
be continuing under the terms and provisions of this Lease, and Tenant shall be in possession of
the Premises pursuant to this Lease.



     b) Notice of Tenant’s election to exercise the Renewal Option shall be sent to the Landlord
in writing at least nine (9) months but not more than fifteen (15) months before the expiration of
the Term.



     c) The Renewal Period shall be for a period of five (5) years, to commence at the expiration
of the Term, and all of the terms and conditions of this Lease, other than the Fixed Base Rent,
shall apply during the Renewal Period.


The annual Fixed Basic Rent to be paid during the Renewal Term shall be as set forth in a written
notice from Landlord to Tenant, and shall be the greater of (i) the escalated Fixed Basic Rent in
the final year of the Term or (ii) the then fair market rental value of the Premises, as determined
by Landlord in the exercise of its sole but reasonable business judgment based upon the then
prevailing market rents of similar buildings in the same geographic market as the





38









 







Premises. In no event shall the Fixed Basic Rent to be paid during the Renewal Term be less than that paid for the
Premises during the last year of the Term.




     d) Notwithstanding the foregoing, in the event Tenant disputes the reasonableness of
Landlord’s determination of the fair market rental value of the Premises, Tenant may, by notice to
Landlord, invoke the arbitration procedure set forth below. Such arbitration procedure shall be as
follows:



          (i) Tenant shall give a notice (the “Arbitration Notice”) to Landlord stating that Tenant
desires to meet within ten (10) days to attempt to agree on a single arbitrator (the “Arbitrator”)
to determine the fair market rental value. If Landlord and Tenant have not agreed on the
Arbitrator within thirty (30) days after the giving of the Arbitration Notice, then either Landlord
or Tenant, on behalf of both, may apply to the American Arbitration Association or any organization
which is the successor thereof (the “AAA”) for appointment of the Arbitrator, or, if the AAA shall
not then exist or shall fail, refuse or be unable to act such that the Arbitrator is not appointed
by the AAA within sixty (60) days after application therefor, then either party may apply to the
appropriate court in the county in which the Property is located (the “Court”) for the appointment
of the Arbitrator and the other party shall not raise any question as to the Court’s full power and
jurisdiction to entertain the application and make the appointment. The date on which the
Arbitrator is appointed is the “Appointment Date.” Regardless of how appointed, the Arbitrator
shall be a commercial real estate appraiser with at least ten (10) years prior experience in
commercial leasing in the market in which the Premises is located and shall be a member of the
American Institute of Real Estate Appraisers, the Society of Real Estate Appraisers or any
successor organization. Furthermore, the Arbitrator shall have no direct or indirect financial or
other business interest in Landlord or Tenant or any entity affiliated with either of them. The
arbitration shall be conducted in accordance with the then prevailing rules of the local office of
the AAA or such other rules as the Arbitrator, Landlord and Tenant shall mutually agree upon, but
in any event modified as follows:




               (1) Within twenty (20) days after the Appointment Date, Landlord and Tenant shall deliver to
the Arbitrator two copies of their respective written determinations of the fair market rental
value (each, a “Determination”) for the Premises. After the submission of any Determination, the
submitting party may not make any additions to or deletions from, or otherwise change, such
Determination. If either party fails to deliver its Determination within such time period, time
being of the essence with respect thereto, such party shall be deemed to have irrevocably waived
its right to deliver a Determination and the Arbitrator, without holding a hearing, shall accept
the Determination of the submitting party as the fair market rental value of the Premises. If each
party timely submits a Determination, the Arbitrator shall, promptly after its receipt of the
second Determination, deliver a copy of each party’s Determination to the other party.



               (2) If the fair market rental value of the Premises has not been determined pursuant to
subclause (1) of this Section, then upon not less than ten (10) days’ notice to the parties, the
Arbitrator shall hold one or more hearings with respect to the determination of the fair market
rental value of the Premises. Each of the parties shall be entitled to present all relevant
evidence and to cross-examine witnesses at the hearings.



39









 





               (3) The Arbitrator shall be instructed, and shall be empowered only, to select one of the
Determinations as the fair market rental value of the Premises (i.e., select the Determination that
the Arbitrator believes is the more accurate reflection of the fair market rental value). Without
limiting the generality of the foregoing, in rendering his or her decision, the Arbitrator shall
not add to, subtract from or otherwise modify the provisions of this Lease or either of the
Determinations.



          (ii) The arbitration procedures set forth in this Section shall constitute a written agreement
to submit any dispute regarding the determination of the fair market rental value to arbitration.
The arbitration decision, determined as provided in this Section, shall be conclusive and binding
on the parties, shall constitute an “award” by the Arbitrator within the meaning of the AAA rules
and applicable law, and judgment may be entered thereon in any court of competent jurisdiction.
Each party shall pay its own fees and expenses relating to the arbitration (including, without
limitation, the fees and expenses of its counsel and of experts and witnesses retained or called by
it). Each party shall pay one-half of the fees and expenses of the AAA and of the Arbitrator;
provided, that (a) the Arbitrator shall have the authority to award such fees and expenses in favor
of the prevailing party and (b) if either party fails to submit a Determination within the period
provided therefor, such non-submitting party shall pay all of such fees and expenses.




          (iii) If the fair market rental value of the Premises shall not be determined prior to the
commencement of the Renewal Period, Tenant shall pay an interim Fixed Basic Rent for the Renewal
Period equal to Landlord’s determination of fair market rental. When the fair market value is
determined, Fixed Basic Rent for such period shall be recomputed and, if such recomputed Fixed
Basic Rent for such period is in excess of the interim Fixed Basic Rent so paid, Tenant shall,
within thirty (30) days after such amount has been determined, pay to Landlord an amount equal to
such excess and if such recomputed Fixed Basic Rent is less than the interim Fixed Basic Rent so
paid, Landlord shall credit any excess interim Fixed Basic Rent against future installments of
Fixed Basic Rent. In any event, after the fair market rental value of the Premises shall have been
determined (whether by agreement or otherwise as hereinabove provided), Landlord and Tenant shall
execute an amendment to this Lease confirming the Fixed Basic Rent.



46. Rights of First Offer. Subject to the rights of any and all tenants of the Building pursuant
to leases executed prior to or as of the date of this Lease, during the Term, so long as this Lease
is in full force and effect and/or no default by Tenant has occurred under or pursuant to this
Lease which has continued uncured beyond any applicable notice and/or cure period, Tenant shall
have an ongoing right of first offer (a “ROFO”) to lease the 1,332 rentable square feet of space
adjacent to the Premises as depicted on Test Fit Plan TF-2 dated November 6, 2007 attached to the
Work Letter (the “First Additional Space”). In the event the First Additional Space becomes
available during the Term, Landlord shall provide written notice to Tenant that the First
Additional Space is available and set forth the terms upon which Landlord intends to offer the
First Additional Space for lease (the “Notice of Availability”). Tenant shall have ten (10)
business days after its receipt of the Notice of Availability in which to notify Landlord that it
elects to exercise its rights hereunder and expand the Premises to include the First Additional
Space. If Tenant so elects to expand the Premises to include the First Additional Space, Landlord
and Tenant shall promptly amend this Lease and add the First Additional Space to the





40









 







Premises, whereby Tenant shall lease the First Additional Space on the same terms and conditions as provided
for in the Notice of Availability. All of the other terms and conditions of this Lease will apply
to Tenant’s leasing of the First Additional Space. With respect to any Landlord’s Work Letter
obligations with respect to the First Additional Space, Landlord shall provide Tenant with a tenant
improvement allowance equal to $0.33 per rentable square foot for
each month remaining in the Term and any other Landlord Work Letter obligations with respect to the
First Additional Space shall be subject to reasonable mutual agreement to the same, if any, by
Landlord and Tenant. Landlord will have no liability to Tenant if any tenant of the First
Additional Space wrongfully holds over. In the event such tenant wrongfully holds over, Landlord
will attempt in good faith and use commercially reasonable efforts to cause such tenant to vacate
the First Additional Space.



If Tenant elects not to lease such First Additional Space or fails to accept or reject such First
Additional Space within the ten (10) business day period then Tenant’s ROFO with respect to the
First Additional Space shall be automatically null and void, subject to reintroduction as set forth
below. Landlord may thereafter proceed to lease the First Additional Space to any existing tenant
of the Building or to any third party on such terms and conditions as set forth in the Notice of
Availability.




     b) In the event Landlord intends to offer to lease such First Additional Space to any
existing tenant of the Building or to any third party as permitted above, and the economic terms
and conditions offered by Landlord to an offeree in the aggregate (i.e., including, by way of
example, fixed basic rent, tenant improvements and free rent concessions) are more favorable than
the economic terms and conditions set forth in the Notice of Availability, then Landlord must
provide written notice to Tenant of the new terms upon which Landlord intends to offer the First
Additional Space for lease (the “New Notice of Availability”). Tenant shall have eight (8)
business days after its receipt of the New Notice of Availability in which to notify Landlord that
it elects to exercise its rights hereunder and expand the Premises to include the First Additional
Space. If Tenant so elects to expand the Premises to include the First Additional Space, Landlord
and Tenant shall promptly amend this Lease and add the First Additional Space to the Premises,
whereby Tenant shall lease the First Additional Space on the same terms and conditions as provided
for in the New Notice of Availability. All of the other terms and conditions of this Lease will
apply to Tenant’s leasing of the First Additional Space. With respect to any Landlord’s Work
Letter obligations with respect to the First Additional Space, Landlord shall provide Tenant with a
tenant improvement allowance equal to $0.33 per rentable square foot for each month remaining in
the Term and any other Landlord Work Letter obligations with respect to the First Additional Space
shall be subject to reasonable mutual agreement to the same, if any, by Landlord and Tenant.
Landlord will have no liability to Tenant if any tenant of the First Additional Space wrongfully
holds over. In the event such tenant wrongfully holds over, Landlord will attempt in good faith
and use commercially reasonable efforts to cause such tenant to vacate the First Additional Space.



     c) If Tenant elects not to lease such First Additional Space or fails to accept or reject
such First Additional Space within the eight (8) business day period set forth in Section 46(b)
then Tenant’s ROFO with respect to the First Additional Space shall be automatically null and void
(subject to reintroduction in the event Landlord proceeds to lease such First Additional Space to
any existing tenant of the Building or any third party as permitted above, and the



41









 




economic terms
and conditions offered by Landlord to an offeree in the aggregate (i.e., including, by way of
example, fixed basic rent, tenant improvements and free rent concessions) are more favorable than
the economic terms and conditions set forth in the Notice of
Availability, then Landlord must repeat the process set forth in Section 46(b)). Landlord may
thereafter proceed to lease the First Additional Space to any existing tenant of the Building or to
any third party on such terms and conditions as set forth in the New Notice of Availability.




     d) Subject to the rights of any and all tenants of the Building pursuant to leases executed
prior to or as of the date of this Lease and provided Tenant has properly exercised its ROFO under
Section 46(a) or (b) of this Lease above, during the Term, so long as this Lease is in full force
and effect and/or no default by Tenant has occurred under or pursuant to this Lease which has
continued uncured beyond any applicable notice and/or cure period, Tenant shall have an ongoing
ROFO to lease the 3,485 rentable square feet of space currently occupied by Penn State University
and adjacent to the First Additional Space (the “Second Additional Space”). In the event the
Second Additional Space becomes available during the Term and the ROFO under Section 46(d) is in
effect, Landlord shall provide written notice to Tenant that the Second Additional Space is
available and set forth the terms upon which Landlord intends to offer the Second Additional Space
for Lease (the “Second Notice of Availability”). Tenant shall have ten (10) business days after its
receipt of the Second Notice of Availability in which to notify Landlord that it elects to exercise
its rights hereunder and expand the Premises to include the Second Additional Space. If Tenant so
elects to expand the Premises to include the Second Additional Space, Landlord and Tenant shall
promptly amend this Lease and add the Second Additional Space to the Premises, whereby Tenant shall
lease the Second Additional Space on the same terms and conditions as provided for in the Second
Notice of Availability. All of the other terms and conditions of this Lease will apply to Tenant’s
leasing of the Second Additional Space. With respect to any Landlord’s Work Letter obligations
with respect to the Second Additional Space, Landlord shall provide Tenant with a tenant
improvement allowance equal to $0.33 per rentable square foot for each month remaining in the Term
and any other Landlord Work Letter obligations with respect to the Second Additional Space shall be
subject to reasonable mutual agreement to the same, if any, by Landlord and Tenant. Landlord will
have no liability to Tenant if any tenant of the Second Additional Space wrongfully holds over. In
the event such tenant wrongfully holds over, Landlord will attempt in good faith and use
commercially reasonable efforts to cause such tenant to vacate the Second Additional Space. If
Tenant elects not to lease such Second Additional Space or fails to accept or reject such Second
Additional Space within the ten (10) business day period then Tenant’s ROFO with respect to the
Second Additional Space shall be automatically null and void subject to reintroduction as set forth
below. Landlord may proceed to lease such Second Additional Space to any existing tenant of the
Building or to any third party on such terms and conditions as set forth in the Second Notice of
Availability.



     e) In the event Landlord intends to offer to lease such Second Additional Space to any
existing tenant of the Building or to any third party as permitted above, and the economic terms
and conditions offered by Landlord to an offeree in the aggregate (i.e., including, but not limited
to, fixed basic rent, tenant improvements and free rent concessions) are more favorable than the
economic terms and conditions set forth in the Notice of Availability, then Landlord must provide
written notice to Tenant of the new terms upon which Landlord intends to offer the Second
Additional Space for lease (the “New Second Notice of Availability”). Tenant shall have



42









 




eight (8)
business days after its receipt of the New Second Notice of Availability in which to
notify Landlord that it elects to exercise its rights hereunder and expand the Premises to
include the Second Additional Space. If Tenant so elects to expand the Premises to include the
Second Additional Space, Landlord and Tenant shall promptly amend this Lease and add the Second
Additional Space to the Premises, whereby Tenant shall lease the Second Additional Space on the
same terms and conditions as provided for in the New Second Notice of Availability. All of the
other terms and conditions of this Lease will apply to Tenant’s leasing of the Second Additional
Space. With respect to any Landlord’s Work Letter obligations with respect to the Second
Additional Space, Landlord shall provide Tenant with a tenant improvement allowance equal to $0.33
per rentable square foot for each month remaining in the Term and any other Landlord Work Letter
obligations with respect to the Second Additional Space shall be subject to reasonable mutual
agreement to the same, if any, by Landlord and Tenant. Landlord will have no liability to Tenant if
any tenant of the Second Additional Space wrongfully holds over. In the event such tenant
wrongfully holds over, Landlord will attempt in good faith and use commercially reasonable efforts
to cause such tenant to vacate the Second Additional Space.




     f) If Tenant elects not to lease such Second Additional Space or fails to accept or reject
such Second Additional Space within the eight (8) business day period set forth in Section 46(e)
then Tenant’s ROFO with respect to the Second Additional Space shall be automatically null and void
(subject to reintroduction in the event Landlord proceeds to lease such Second Additional Space to
any existing tenant of the Building or to any third party as permitted above, and the economic
terms and conditions offered by Landlord to an offeree in the aggregate (i.e., including, but not
limited to, fixed basic rent, tenant improvements and free rent concessions) are more favorable
than the economic terms and conditions set forth in the Notice of Availability, then Landlord must
repeat the process set forth in this Section 46(d)). Landlord may proceed to lease such Second
Additional Space to any existing tenant of the Building or to any third party on such terms and
conditions as set forth in the New Second Notice of Availability.


IN WITNESS WHEREOF, and in consideration of the mutual entry into this Lease and for other good and
valuable consideration, and intending to be legally bound, each party hereto has caused this
agreement to be duly executed under seal.




	 	 	 	 	 
	Landlord:
	

 Date Signed: 1/10/08	
WASHINGTON STREET ASSOCIATES II, L.P., 

a Pennsylvania limited partnership

 	 
	 	By:  	WASHINGTON STREET ASSOCIATES II
 	 
	 	 	ACQUISITION CORPORATION, its 	 
	 	 	general partner 	 
	 
	 	 	 
	 	By:  	/s/ Richard Heany	 
	 	 	Name:  	Richard Heany 	 
	 	 	Title:  	President 	 
	 


Tenant:





43









 








	 	 	 	 	 	 	 
	Date Signed: 12/21/07	 	 	NUPATHE, Inc.

 	 
	 	 	 	By:  	/s/
Jane H. Hollingsworth
 	 
	 	 	 	 	Name:  	J. H. Hollingsworth	 
	 	 	 	 	Title:  	CEO	 
	 




44











 





EXHIBIT A



PREMISES/BUILDING MEASUREMENT






45









 










SPACE

MANAGEMENT

SYSTEMTM



TENANT AREA CALCULATION WORKSHEET




	 	 	 

	Building Owner (Client):

	 	Washington Street Associates #2 L.P.
	Building:

	 	Millennium Three
	Tenant:

	 	NuPathe, Inc.
	Floor:

	 	2nd Floor






	 	 	 	 	 	 	 	 	 	 	 

	Space Planner:

	 	D2 Solutions
	 	Drawing:
	 	TF-1
	 	Dated:
	NA	 






	 	 	 	 	 	 	 	 	 

	Premises Usable Area:

	 	 	8,905	 	 	SF
	 	
	Additional Flexible Area:

	 	 	95	 	 	SF	 
	Total Tenant Usable Area:

	 	 	9,000	 	 	SF	 
	 
	Floor Factor Multiplier: x

	 	 	1.23058	 	 	 	 	 
	Total Tenant Rentable Area:

	 	 	11,075	 	 	SF	 	 
	 
	Total Building Rentable Area:

	 	 	70,811	 	 	SF	 	 
	Proportion of Building:

	 	 	0.15641	 	 	 	 	 






	 	 	 	 	 	 	 

	Requested By:

	 	B. Kleinhans / O’Neill Properties
	 	Prepared By:
	 	Ken Bowser
	Distribution:

	 	B. Kleinhans / O’Neill Properties
	 	Checked By:	 	 
	 

	 	 	 	Date Issued:
	 	11/20/2007
	 

	 	 	 	Project No.:
	 	07437-050
	 

	 	 	 	Disk Label:
	 	MillThreeTC70FL02





The above SMS Tenant Area Calculations are Prepared by Space Design Incorporated are based on the
above referenced Space Plan and established formula and method as decribed in the master Bluebook
for this building. We request that you review these calculations along with the attached tenant
demising plan and notify us immediately it you do not concur. Upon the Incorporation of Leasing
Documentation, please return an execuled copy of this form for our use in maintaining the accuracy
of our record.




	 	 	 	 	 

	 

Client Signature

	 	 Architects
	 	
	 

	 	Planners	 	 
	 

	 	Interior Designers	 	 
	 
	 	 	 	 
	 

Date Lease Signed

	 	 •
210 West Washington Square

Philadelphia, Pennsylvania 19106 9711

215 592 7010 Fax 215 592 9527
	 	 
	© 1979 Space Design Incorporated

	 	     E-mail sdi@spacedesign.net	 	 






 









 










 









 









 









 





EXHIBIT B



LEGAL DESCRIPTION OF PROPERTY



 









 





EXHIBIT “B”



ALL THAT CERTAIN Unit in the property known, named and identified as Millennium, a Condominium,
located in the City and Borough of Conshohocken, Montgomery County, Pennsylvania, which has
heretofore been submitted to the provisions of the Uniform Condominium Act 68 PA C.S 3101 et seq by
the recording in the Montgomery County Recorder of Deeds of an Amended and Restated Declaration of
Condominium of Millennium, a Condominium as in Deed Book 5642 Page 1661, as may be amended from
time to time (collectively, the “Declaration”), being and designated as Unit B together with a
proportionate undived interest in the Common Elements (as defined in the Declaration as 10%).



BEING Parcel Number: 05-00-11856-94-6 (Unit B)









 









 








EXHIBIT B-1



INVENTORY OF OFFICE FURNITURE IN CONSHOHOCKEN OFFICE




	 	 	 	 	 	 	 
	 	 	 	 	Number of
	Type of Furniture	 	Description	 	Pieces
	Board Tables

	 	1 Large, 2 Medium Length Boardroom Tables
	 	 	3	 
	 
	 	 	 	 	 	 
	Visitors Chairs

	 	Wooden Legs, Fabric Seat/Back
	 	 	50	 
	 
	 	 	 	 	 	 
	Office Chairs

	 	Black Leather Rolling chairs
	 	 	50	 
	 
	 	 	 	 	 	 
	Conference Chairs

	 	Navy Leather Rolling chairs
	 	 	15	 
	 
	 	 	 	 	 	 
	Cubicle Desk Chairs

	 	Fabric Rolling chairs
	 	 	25	 
	 
	 	 	 	 	 	 
	Desks

	 	Light Cherry, Executive Style *
	 	 	20	 
	 
	 	 	 	 	 	 
	Cubicles

	 	U Shaped, Cherry Wood Cubicles
	 	 	20	 
	 
	 	 	 	 	 	 
	Office Conference Tables

	 	Seats 4
	 	 	5	 
	 
	 	 	 	 	 	 
	White Boards

	 	Hanging Cabinets with Doors, Cherry Wood
	 	 	20	 
	 
	 	 	 	 	 	 
	Book Cases

	 	Cherry, Open-Faced Shelves (short and tall)
	 	 	50	 
	 
	 	 	 	 	 	 
	File Cabinet

	 	Black Metal File Cabinets (lateral)
	 	 	30	 
	 
	 	 	 	 	 	 
	Reception area Chairs

	 	Light Tan Cushioned Chairs
	 	 	5	 
	 
	 	 	 	 	 	 
	Low coffee tables

	 	Varying lengths, Cherry Wood
	 	 	5	 
	 
	 	 	 	 	 	 







 




			
	*	 	With Left or Right Returns and Credenzas




 









 










EXHIBIT C



WORK LETTER



ATTACHED TO AND MADE PART OF

OFFICE LEASE BETWEEN

NUPATHE, INC., AS TENANT

AND WASHINGTON STREET ASSOCIATES II, L.P., AS LANDLORD



     As material inducement to Tenant to enter into the Lease, and in consideration of the
covenants herein contained, Landlord and Tenant, intending to be legally bound, agree as follows:


1. Defined Terms.



The Lease is hereby incorporated by reference to the extent that the provisions of this Work Letter
apply thereto. Terms not otherwise defined in this Work Letter shall have the meanings given to
them in the Lease. The Base Building Work and the Premises Work, as those terms are defined below,
are sometimes collectively referred to herein and in the Lease as “Landlord’s Work.”



2. Base Building Work.




     (a) Landlord shall perform, or cause to be performed, the Base Building Work (as defined in
paragraph 2(c) below). Landlord will commence such work promptly and shall diligently and
continuously pursue the same to completion.



     (b) Landlord shall perform, or cause to be performed, the Base Building Work at its sole cost
and expense.



     (c) “Base Building Work” shall mean all labor, materials, and expertise necessary for the
design and construction of the base building work as set forth on Schedule 1 attached hereto, which
work shall be subject to substitution of equivalent grade, quality, color and usefulness of
materials at Landlord’s sole but reasonable discretion and Landlord shall provide Tenant with
written notice of any such substitution.


3. Premises Work.



In addition to performing the Base Building Work, Landlord shall provide, at its sole cost and
expense, all labor, materials, and expertise necessary to turnkey the Premises (the “Premises
Work”) in accordance with (a) Test Fit Plan TF-2 dated November 6, 2007 which is attached hereto as
Schedule 2 and (b) Pricing Notes TF-2/D-2 dated November 6, 2007 which is attached hereto as
Schedule 3 (collectively, the “Premises Plans”) and which shall provide improvements consistent
with the Minimum Standard Tenant Improvements attached hereto as Schedule 4. Also, the office
furniture described on Exhibit B-1 attached to the Lease shall remain in the Premises pursuant to
the Lease, and Landlord shall leave all currently existing wiring and telephones located in the
Premises in place (i.e., the voice and data wiring shall not be cut) for Tenant’s use during the
Term.







 









 







4. Schedule; Contract; Construction.




     (a) The following persons are hereby identified as the representatives of their respective
parties. To the extent necessary or required pursuant to the terms of this Work Letter, the
parties shall contact the following personnel in connection with the completion of the Premises
Work hereunder:



	 	 	 

	On behalf of the Landlord:
	 	John Ambrose
	Phone:
	 	610.337.5560
	Facsimile:
	 	610.337.5599
	 
	 	 
	On behalf of the Tenant:
	 	Suzanne M. Hanlon
	Phone:
	 	484.567.0130, Ext. 1105
	Facsimile:
	 	484.567.0136






     (b) As soon as practicable after final approval of the Premises Plans, Landlord shall enter
into a construction contract with a contractor (the “Construction Contract”) for the performance of
Premises Work.



     (c) Landlord reserves the right: (i) to make substitutions of material of equivalent grade,
quality, color and usefulness when and if any specified material shall not be readily and
reasonably available, and (ii) to make reasonable changes necessitated by conditions met in the
course of construction which shall not substantially deviate from the intended results of the
Premises Plans; provided in either case that Tenant’s consent is first obtained, which consent
shall not be unreasonably withheld and shall be given or denied promptly so as not to unreasonably
delay construction.



     (d) Landlord shall perform, or cause to be performed, Landlord’s Work in accordance with the
Premises Plans such that same is Substantially Completed (as defined below) on or before the Target
Date. The Premises shall be deemed substantially completed (“Substantially Completed” or
“Substantially Complete” or “Substantial Completion”) when a Certificate of Occupancy or Temporary
Certificate of Occupancy is issued for the Premises and Tenant is legally permitted to operate its
business therein. If a Temporary Certificate of Occupancy is issued for the Premises, Landlord
will diligently pursue, using commercially reasonable efforts, and obtain a permanent Certificate
of Occupancy.



     (e) Except as permitted by paragraph 4(c) above, changes in the Premises Work may be
accomplished only by a Change Order (defined below). Tenant shall have the right to require
changes in the Premises Work by making a written demand to Landlord describing the required change,
but Landlord shall not perform any requested change unless a Change Order is issued with respect
thereto. As used in this Work Letter, a “Change Order” shall mean a written instrument prepared by
Landlord and signed by Landlord and the Tenant stating their agreement upon all of the following:
(i) the change in the Premises Work; (ii) the extent of the adjustment in the Target Date, if any;
and (iii) the costs of such requested changes. Landlord shall act promptly, reasonably and
diligently in preparing a Change Order following its receipt of Tenant’s demand therefor. Changes
in the costs of the Premises Work due to a Change Order shall be limited to (x) the actual net
increase in the costs, including a five percent (5%) overhead,



 









 




general conditions and administration fee but without any further mark-up by Landlord, plus
(y) if the Change Order results in an extension of the Target Date (only to the extent agreed as
provided in subsection 4(e)(ii) above), a sum equal to the per diem Fixed Basic Rent that would
have otherwise been paid by Tenant for the period by which the Commencement Date is delayed due to
such Change Order, as agreed by Landlord and Tenant in such Change Order.




     (f) Landlord shall provide Tenant notice that it anticipates the Premises Work will be
Substantially Completed approximately ten (10) business days prior to the date when Landlord
anticipates the Premises Work will be Substantially Completed. Within three (3) business days
after the Premises Work is Substantially Completed, Landlord and Tenant shall inspect the Building
and Premises, and Tenant shall create a punch list of finishing and adjustment items which Landlord
has not completed substantially in accordance with the Premises Plans or which needs to be
repaired. Landlord agrees to complete the items set forth on the punch-list within thirty (30)
days of receipt of such list. If the items set forth on the punch list are not completed by
Landlord within thirty (30) days of receipt of such list, Tenant may complete such punch list items
at Landlord’s sole cost and expense. If Landlord fails to reimburse Tenant within ten (10) days
after the date of Tenant’s delivery to Landlord of invoices for such work, Tenant may offset all
costs and expenses incurred for such work against all Rent becoming due. Failure to include an
item on the punch-list will not diminish the responsibility of Landlord to complete all Premises
Work in accordance with the Premises Plans.


5. Premises Work Costs.



Landlord shall perform the Premises Work at its sole cost and expense, but Tenant shall be
responsible for all costs related to (i) any Change Order; (ii) the costs of any Tenant’s Work (as
defined in paragraph 7); (iii) data and telecommunication cabling (except as otherwise set forth in
the Lease); (iv) Tenant’s furniture, fixtures and equipment (except as otherwise set forth in the
Lease); and (v) to any expenses incidental to Tenant’s relocation to or occupancy of the Premises.
Tenant shall reimburse Landlord for the costs identified in this subsection 5(i) above within
thirty (30) days of Tenant’s receipt of Landlord’s written demand therefor accompanied by
reasonable supporting documentation.



6. Tenant Delay.



As used in this Work Letter, the term “Tenant Delay” shall mean any:




     (i) delays caused by Tenant’s failure to comply with the specific time periods established in
this Work Letter,



     (ii) delays resulting from a Change Order (not to exceed the amount of time agreed to pursuant
to Paragraph 4(e) for the extension of the Target Date); and



     (iii) delays caused by Tenant Work (as defined in paragraph 7 below) unreasonably interfering
with the progress of Landlord’s Work.


7. Tenant Work.







 









 







Tenant shall have access to the Building and the Premises during normal working hours no later than
fifteen (15) days prior to the date of Substantial Completion for the purpose of (i) installing
voice and data cabling, (ii) installing furniture, fixtures and equipment within the Premises and
(iii) performing other work approved by Landlord, which approval shall not be unreasonably
withheld, conditioned or delayed (collectively, “Tenant Work”); provided, however, that in
connection with the performance of Tenant Work, Tenant shall use reasonable efforts to avoid
interfering with or delaying the completion of Landlord’s Work. Tenant Work shall be subject to
the reasonable coordination of Landlord and the architect.



8. Work Standards.




     (a) Landlord shall cause Landlord’s Work to be done in a good and workmanlike manner in
conformity with the Premises Plans and all applicable federal, state and local laws, ordinances and
building and zoning codes, and requirements of public authorities and insurance underwriters.
Landlord shall cause Landlord’s Work to be carried forward expeditiously and with adequate work
forces so as to achieve Substantial Completion on or before the Target Date. Landlord shall secure
and pay for the building permit and all other permits and fees, licenses, and inspections necessary
for the proper execution and completion of the Landlord’s Work. Landlord shall comply with and
give all notices required by all applicable federal, state and local laws, ordinances and building
codes, and requirements of public authorities and insurance underwriters. Landlord shall be
responsible for initiating, maintaining, and supervising all safety precautions and programs in
connection with performance of the Landlord’s Work. Landlord shall be responsible for the removal
of all debris within and adjacent to the Premises, except debris created by the Tenant Work.
Landlord shall obtain all customary warranties available from contractors and manufacturers in
connection with Landlord’s Work. Landlord shall enforce all warranties from contractors and
manufacturers on behalf of Landlord and Tenant to the extent such warranties are not solely in
favor of Tenant.



     (b) Tenant shall cause the Tenant Work to be done in a good and workmanlike manner in
conformity with all applicable federal, state and local laws, ordinances and building codes, and
requirements of public authorities and insurance underwriters. Tenant shall secure and pay for all
permits and fees, licenses, and inspections necessary for the proper execution and completion of
the Tenant Work. Tenant shall comply with and give all notices required by all applicable federal,
state and local laws, ordinances and building codes, and requirements of public authorities and
insurance underwriters. Tenant shall be responsible for initiating, maintaining, and supervising
all safety precautions and programs in connection with performance of the Tenant Work. Tenant
shall procure insurance of the types and coverage amounts required pursuant to the Lease or as may
otherwise be reasonably requested from Landlord given the nature and extent of Tenant’s Work.
Tenant shall be responsible for the removal of all debris within and adjacent to the Premises
created by Tenant’s Work.




 











 





SCHEDULE 1




MILLENNIUM III

BASE BUILDING SPECIFICATIONS





	1.	 	GENERAL
	 
	 	 	The project consists of a new Class A building with two office levels and a level of parking
below. The core and shell, all site work, landscaping and underground utilities, will be
provided for a complete development package. By definition, the shell building shall
include completed vertical transportation, toilet and mechanical rooms, a public lobby and
core areas.
	 
	2.	 	EXTERIOR SKIN






	 	A.	 	The office building skin shall be a combination of brick veneer; precast accent
panels and aluminum framed insulated glass windows.
	 
	 	B.	 	The building envelope shall be thermally insulated to provide external wall
system components with a minimum R-value of R-11. The overall building envelope will
meet the performance requirements of ASHRAE Standard 1980 “Energy Conservation in New
Building Design”.
	 
	 	C.	 	The building glass shall be shall be one inch insulated, tinted glass.






	3.	 	ROOF






	 	A.	 	The roof will be an EPDM roof on the flat portion and an asphalt architectural
roof shingle on the sloped roof.
	 
	 	B.	 	The roof system components will provide a minimum R-value of 12.5.






	4.	 	INTERIOR PUBLIC AREAS / CORE SERVICES






	 	A.	 	Main Lobby: The lobby is designed with Impala Black granite floors from South
Africa which were polished in Italy with Coral Travertine walls from Mexico with 9’6”
high lobby ceiling.
	 
	 	B.	 	Upper Floor Lobbies: The components are painted gypsum board ceiling, paint on
walls, carpeted floors and carpet base.
	 
	 	C.	 	Restrooms: The components are 2’ x 2’ x 5/8” regular acoustical ceiling, stone
floors, tile at wet walls, vinyl wall covering at other walls with tile base. Stone
counter tops and floor mounted aluminum toilet partitions are to be provided, as well
as recessed and semi-recessed toilet accessories and full width unframed mirrors. Men
and women’s restrooms shall be provided on each floor in a size and configuration to
serve the occupants. Fixture counts will be based on the code requirements.




 









 












	 	D.	 	Perimeter Walls: The interior faces of exterior wall shall be metal studs with
insulation installed with the vapor barrier unit. Gypsum board to be provided by
Tenant at Tenant’s sole cost.
	 
	 	E.	 	Core Area Partitions: The interior core area partitions shall be constructed
from floor to underside of deck above of minimum 5/8” gypsum wallboard attached to each
side of 3-5/8” wide 25 gauge metal studs located at 16” on center (similar for fire
rated and/or shaft wall).
	 
	 	F.	 	Exterior Doors: Exterior Doors shall be medium stile aluminum and glass to
match window system. Special provisions will be made to entry door systems to
accommodate card access activated electronic hardware.
	 
	 	G.	 	Elevators: Elevators shall be provided for passenger use. The elevators shall
have a 2500 lb. capacity. Door and frame finishes are to be brushed stainless steel.
Cab finishes will be stainless steel with plastic laminate, ornamental metal 9’
ceilings, upgraded hall and car control components and shall be ADA compliant.






	5.	 	STRUCTURAL






	 	A.	 	The building shall be constructed of structural steel with composite metal deck
and concrete floors. The foundation systems will be appropriate to the site specific
subsurface conditions.
	 
	 	B.	 	The floors shall be designed to accommodate a maximum 100 lb. live load.
	 
	 	C.	 	The floor-to-floor height of the office building shall be such to accommodate a
minimum clear ceiling height of 9’-0”.






	6.	 	HEATING, VENTILATING AND AIR CONDITIONING 
	 
	 	 	HVAC Design Criteria






	 	A.	 	The HVAC system shall be designed based on the following criteria:






	 	1.	 	Outdoor design conditions:






	 	a.	 	Summer 93°F DB and 75°F WB
	 
	 	b.	 	Winter 0 F DB






	 	2.	 	Indoor design conditions:






Office Space: 75°F DB 50% RH — Summer — Occupied at 1 person per 250 RSF
70°F DB 35% RH — Winter — Occupied at 1 person per 250 RSF.




	 	3.	 	Ventilation Requirements: (Per ASHRAE 62-1989). Restrooms will
be provided with 1 CFM per square foot exhaust and supply by air and
infiltration.




 









 












	 	B.	 	HVAC system for typical core areas
	 
	 	 	 	The HVAC system shall have approximately 220 tons of roof top mounted units and be a
variable air volume (VAV) heating and cooling system. System shall serve
approximately 300 SF per ton and be equipped with economizers and outside air
intakes.






	7.	 	ELECTRICAL SYSTEMS






	 	A.	 	The entire electrical distribution system shall comply with the National
Electrical Code and any applicable local codes. The building is equipped with a
minimum of 1500 KVA 2500 amp service fed by electric utility company feeds with a house
panel on each floor. Dual power is provided from the utility company.
	 
	 	B.	 	Emergency System
	 
	 	 	 	The building shall have a battery pack system or generator for life safety system;
for night lights, exit lights and emergency lights.
	 
	 	C.	 	Fire Alarm System
	 
	 	 	 	The building will be equipped with a Class A multiplexed, electrically supervised
system with smoke detection in all common areas and HVAC equipment tied into audible
and visual alarms. The system will comply with BOCA and ADA requirements.






	8.	 	PLUMBING






	 	A.	 	All work shall conform to the latest BOCA National Plumbing Code and local
authorities having jurisdiction.
	 
	 	B.	 	Hot water heaters shall provide hot water at 100-105° F for general usage.
	 
	 	C.	 	All plumbing fixtures shall be vitreous china, commercial quality. Water
closets and urinals shall be flush valve type, siphon jet, wall hung. Lavatories shall
be integral bowl, furnished with Corian vanity tops. All lavatories trim shall meet
ADA requirements.






	9.	 	FIRE PROTECTION






	 	A.	 	Design Criteria
	 
	 	 	 	The building will be equipped with a fully automated water source fire suppression
system in accordance with the following:






	 	1.	 	NFPA 13 (1993) — Installation of Sprinkler Systems.
	 
	 	2.	 	BOCA Building Code.
	 
	 	3.	 	Local Fire Marshall.




 









 












	 	B.	 	Automatic sprinklers shall be hydraulically designed for light, ordinary hazard
in office areas, mechanical rooms and storage areas. Sprinklers shall be the
following:






	 	1.	 	Non Public Spaces: pendant sprinklers with heads turned up.
	 
	 	2.	 	General Public Area: chrome semi-recessed pendant sprinklers.






	 	C.	 	Landlord shall be responsible for the complete installation to code for an
unfinished, vacant space with main loop sprinkler heads turned up. Tenant shall be
responsible, at its sole cost and expense, for pipe branches, heads turned down and
additional heads to accommodate Tenant’s floor plan.






	10.	 	LANDSCAPING






	 	 	 	Landscaping includes new site landscaping treatment including shrubs, trees and
extensive flowerbeds at entranceways.






	11.	 	MISCELLANEOUS






	 	A.	 	The entire building will be in accordance with the Americans with Disabilities
Act (ADA).
	 
	 	B.	 	The building has fiber optic to the main d-mark room. Tenant to extend the
fiber optic to their space at Tenant’s cost.




 









 











SCHEDULE 2




TEST FIT PLAN TF-2 DATED 11/6/07




[TO BE ATTACHED]








 









 














 












 







SCHEDULE 3




PRICING NOTES TF-2/DF-2 DATED 11/6/07




[TO BE ATTACHED]








 









 








Pricing Notes




	 	 	 	 	 	 	 

	Project:
	 	NuPathe	 	Date:	 	11.06.07
	Project No:
	 	07-273	 	Plan No.:	 	TF-2/D-2
	Location:
	 	Millennium III	 	Building Landlord:	 	O’Neill Properties
	Floor:
	 	Second Floor	 	Building Contact:	 	Frank O’Neill
	 
	 	 	 	Prepared by:	 	Erin Foose






	 	 	 

	Division 1
	 	General
	1.1
	 	The term “provide”, in connection with any specified item, is intended to mean unless otherwise noted, that such items shall be furnished, installed and connected as required, typical.
	 
	 	 
	 
	 	Note: Costs indicated refer to manufacturer’s material cost for product only. Taxes, shipping adhesive, mark up, labor, etc. are not included.
	 
	 	 
	1.2
	 	Clean, touch up, patch, and/or repair all existing walls, partitions, columns, perimeter windows, frames, mullions, baseboard heaters and mini blinds within scope of work as required to achieve “like new” appearance.
	 
	 	 
	1.3
	 	Provide all partitions and items per plan, see plan for partition types and means of construction.
	 
	 	 
	1.4
	 	Contractor to walk through suite and advise landlord’s representative and D2 Solutions, Inc. of all field conditions not noted that will impact pricing.
	 
	 	 
	1.5
	 	Any deviations and/or assumptions from this document must be noted on preliminary pricing and submitted to D2 Solutions, Inc, tenant and landlord. Contractor is to provide an itemized pricing summary per division. Contractor to indicate all deduct or add alternates specified. 
	 
	 	 
	1.6
	 	Contractor’s pricing to include all necessary permit and application fees required to fit out space per plan, typical.
	 
	 	 
	Division 2:
	 	Demolition
	 
	 	 
	2.1
	 	Contractor to reuse all items salvaged from demolition where possible to realize new plan layout unless otherwise noted. Items to include, but not limited to: doors, frames, glass, window/side lights, hardware,
electrical receptacles, ceiling grid, ceiling tile, light fixtures and drinking fountains. Contractor to purchase new only if unavailable from demolition and/or building’s inventory. Contractor to ensure all salvaged
items are clean and in good working order. All new items are to match existing.
	 
	 	 
	2.2
	 	Contractor to remove prior
tenant’s flooring, base, wallcovering, sinks, millwork, plywood,
including voice/data cabling only as noted on plan or in these pricing notes, verify infield. Contractor to provide allowance
for floor prep, for areas designated to receive new finishes. Contractor to prep existing walls as required to receive new finishes.
	 
	 	 
	2.3
	 	Contractor to inspect existing floor slab for any conditions, such as control joints, expansion joints, cracks, unevenness and/or other pre-existing finishes that conflict with the installation & maintenance of the new
floor coverings per this document.
	 
	 	 
	Division 6:
	 	Casework
	 
	 	 
	6.1
	 	Backer Board: (1)
3/4”x4’x8’
painted fire treated plywood panel mounted on 2”x4” wood
stud spacers. Plywood to start 5” above finished floor.






 









 








	 	 	 

	 
	 	          Location: Server Room, if not currently existing and in good condition.
	 
	 	 
	6.2
	 	Coat Closets: Provide painted wood shelf and chrome rod it all coat closets, if not currently existing. ADA accessible in half of one closet.
	 
	 	 
	6.3
	 	Adjustable Shelves: 15” deep
plastic laminate shelves on heavy duty twin slotted wall standards
and heavy duty brackets. 30” maximum spacing with 6” maximum shelf overhang. (5) high typical.
	 
	 	          Location: Storage Closets. if not currently existing and in good condition.






	 	 	 

	Division 8 (8.1 – 8.9):
	 	Doors, Frames and Hardware






	 	 	 

	8. l
	 	Interior Door Assembly (Purchase
new only if unavailable from demolition):






	 	 	 

	Solid Door:
	 	3’x 1-3/4” solid core wood door, height to match existing. Stain grade to match existing.
	Metal Frame:
	 	2” painted hollow metal knock down frames, to match existing.
	Interior Hardware:
	 	Heavy duty commercial grade
cylinder type with ADA compliant lever handle; full mortise heavy duty butt hinges; neoprene silencers; wall/floor stops. Finish of
exposed hardware to match existing.
	Card Readers:
	 	(4) new Card Readers. Where Card Readers currently exist (and are designated to remain), existing reader system to be retrofit to accommodate new tenant
 requirements. Coordinate work in field with tenant’s security
vendor. Tie doors to building emergency system for fail-safe operation. Furnished and installed by tenant’s security vendor.
	 
	 	 
	Closers:
	 	Surface mounted overhead ADA compliant closer with concealed fasteners (no through bolting). Provide hold open feature at non-rated doors.
	 
	 	Location:
File Room, Drug Room, Existing Server Room, if not currently existing
and in good condition.

	 
	 	 
	Closet Doors Hardware:
	 	Dummy lever trim and heavy duty roller catches for double doors at Coat and Storage Closets.
	 
	 	 
	Fire Rated:
	 	Provide self-closing fire rated door and frame assemblies as required per plan.






	 	 	 

	8.2
	 	Entry/Exit Hardware: Heavy duty mortise entrance lock 6 pin, keyway C or E. Lever handle. Surface mounted overhead ADA compliant closer with concealed fasteners (no through bolting).






	 	 	 

	Division 9 (9.1 – 9.9):
	 	Acoustical Ceilings






	 	 	 

	9.1
	 	Existing ceiling tiles and grid to remain where possible. Where repair or replacement is necessary due to existing damage, demolition or new construction, match existing to create a uniform appearance.






	 	 	 

	Division 9 (9.10 – 9.19):
	 	Gypsum Board Assemblies






	 	 	 

	9.10
	 	Contractor to furr out and provide drywall at all columns and exterior perimeter wall if needed. Verify conditions in field.
	 
	 	 
	9.11
	 	Provide (5 +/-) GWB Headers throughout, per plan.
	 
	 	 
	9.12
	 	Contractor to verify existing demising and corridor partition construction. If existing partitions are not full height partitions that go to deck, contractor to upgrade partition to extend from floor to deck and match
 criteria listed below.
	 
	 	 





 









 







	 	 	 

	9.13a
	 	1 Hour Rated Insulated Deck to Deck
Partition (nominal 5”; fire test: ULC design 465): One layer 5/8”
type X gypsum wallboard to each side of 3-5/8” 25 gauge steel
studs 16” on center. Tape and spackle. 3-1/2” sound attenuation blanket.
	 
	 	               Location: File Room, Provide between tenants and at Server Room if not currently existing.
	 
	 	 
	9.13b
	 	Non-Rated / Non-Insulated Deck to
Deck Partition (nominal 5”): One layer 5/8” gypsum wallboard to
each side of 3-5/8” 25 gauge steel studs 16” on center. Tape and spackle.
	 
	 	               Location: Provide at public corridor, if not currently existing.
	 
	 	 
	9.13c
	 	Non-Rated / Insulated Deck to Deck Partition (nominal 5”): One layer 5/8” gypsum wallboard to each side of 3-5/8” 25 gauge steel studs 16” on center. Tape and spackle. 3-1/2” sound attenuation blanket.
	 
	 	               Location: Drug Room, if not currently existing.
	 
	 	 
	9.13d
	 	Non-Rated / Non-Insulated Partition
to underside of ceiling grid (nominal 5”): One layer 5/8” gypsum wallboard to each side of 3-5/8” 25 gauge steel studs 16” on center. Tape and spackle. 2” felt strip between top track and ceiling system with continuous plastic zip bead.
	 
	 	               Location: All new construction, UNO.






	 	 	 

	Division 9 (9.20 -2.29):
	 	Resilient Tile Flooring and Wall Base






	 	 	 

	9.20
	 	Provide two coats of sealer wax on all vinyl composition tile and/or vinyl flooring requiring sealant.






	 	 	 	 	 

	9.20a

	 	Vinyl Composition Tile (VCT):
	 	Armstrong Standard Excelon 12”x 12” 1/8”.
	 

	 	 	 	Provide 2-4 colors for pattern to be determined.
	 

	 	 	 	Location: File Room, Drug Room
	 

	 	 	 	Provide Static Dissipative Tile at Server Room, if not
currently existing.
	 
	 	 	 	 
	9.20b
	 	Vinyl Base (VB):	 	Johnsonite 4” cove base at resilient or VCT floor and straight
base at carpet. Location: All new construction unless noted
    otherwise, File Room, Drug Room, Server Room if replacement of
floor tile is necessary.
	 
	 	 	 	 
	9.20c
	 	Carpet Base (CB):	 	Patch and repair existing 4”
solid carpet base with new to match existing at any damaged locations or due to
demolition/new construction.
	 
	 	 	 	 
	9.20d

	 	Wood Base:
	 	Patch and repair existing 4” wood base with new to match
existing at any damaged locations or due to demolition/new
construction.

Location: Reception Area.







	 	 	 

	Division 9 (9.30 – 9.39):
	 	Carpet






	 	 	 

	9.30
	 	Provide Schluter metal edge at tile/carpet intersection and vinyl reducer strip at carpet / VCT / resilient flooring intersection, typical.
	 
	 	 
	9.31
	 	Carpet installation is to be direct glue-down per manufacturer’s instructions, using minimum joints and seams. Provide color samples & seaming plan. Assume 10% coverage for pattern match.






 









 









	 	 	 	 	 

	9.31a
	 	Cut Pile Carpet	 	Provide Tufted cut pile to match
existing at any existing locations where repair or replacement is necessary due to demolition or new construction.
	 
	 	 	 	 
	9.31b
	 	Level Loop Carpet	 	Multi colored tufted graphic loop,
to match existing. Location: Provide repair or replacement as necessary to create a uniform, like new appearance. 






	 	 	 

	Division 9 (9.40 – 9.49):
	 	Paint and Wallcovering






	 	 	 

	9.40
	 	Provide touch up painting allowance for after tenant move in for repairs.
	 
	 	 
	9.41
	 	Contractor to prepare walls as required to receive new finishes.
	 
	 	 
	9.42
	 	All walls receiving wallcovering are to be finished to a level 4 or a level 5 finish per manufacturers instructions.






	 	 	 	 	 

	9.43a
	 	Paint:	 	Provide one coat of primer and two finish coats of MAB/Duron/F & H or equal eggshell finish wall paint and semi-gloss latex finish door and trim  paint.
	 
	 	 	 	Location: Throughout entire space.
	 
	 	 	 	 
	9.43b
	 	Accent Paint:	 	Provide accent wall paint of MAB/Duron/F & H or equal. Assume deep tone requiring tinted primer and four finish coats.
	 
	 	 	 	Location: Provide on 30% of walls, throughout.
	 
	Division 10 (10.1 – 10.9):
	 	 	 	Signs	 	 






	 	 	 

	10.1
	 	Landlord to provide building standard entry signage and lobby directory listing as per lease terms.
	 
	 	 
	10.2
	 	GC to provide 4” high Stainless Steel pin-dot lettering or eq. for Signage.
	 
	 	Location: Reception Area.






	 	 	 	 	 

	Division 11:
	 	 	 	Equipment






	 	 	 

	11.1
	 	All furniture workstations and equipment to be provided by tenant and/or tenant’s vender/consultant unless otherwise noted. General contractor to initiate coordination with tenant’s furniture consultant.
	 
	 	 
	11.2
	 	Appliances:                     Finish: Stainless Steel






	 	 	 

	Contractor to provide in Lunchroom:
	 	(1) ADA compliant dishwasher,
	 
	 	(1) Countertop Coffee Maker (provide cold water line)
	 
	 	(1) Bottleless Water Dispenser (provide cold water line)





Provide Power/Cold Water Lines as required (if not currently existing and in good condition) for the following tenant supplied appliances in Lunchroom):




	 	 	 

	 
	 	(1) Full Size Refrigerator
	 
	 	(1) Countertop Microwave






	 	 	 	 	 

	11.3
	 	Projection Screen:	 	Provide 8’x 6’ recessed motorized projection screen with wall control switch by Da-Lite or equal and ceiling mounted projector.
	 
	 	 	 	Location: Existing Large Conference Room.






	 	 	 

	Division 12:
	 	Window Blinds






 









 








	 	 	 

	12.1
	 	Provide 1” horizontal mini-blinds (Bali or equal) on all perimeter windows, if not by landlord.






	 	 	 

	Division 13 (13.1 – 13.9):
	 	Fire Detection and Alarm Systems






	 	 	 

	13.1
	 	Provide, install and modify life safety items including but not limited to exit signs, emergency lighting, horns, strobes, fire alarm systems, smoke detectors, etc. as required to be compliant with all current and applicable codes.
 Location diagram is to be provided to D2 Solutions prior to installation. Contractor is responsible for coordination and connection of all such items to the building’s main monitoring panel(s).
	 
	 	 
	13.2
	 	Existing annunciation system is to remain operable during construction & demolition phases. Maintain operable fire detection and alarm system during all phases.






	 	 	 

	Division 13 (13.10 – 13.19):
	 	Fire Suppression and Sprinkler Systems






	 	 	 	 	 

	13.10
	 	Fire Extinguishers:	 	Install 5 pound ABC fire
extinguisher (or building standard) with semi-recessed cabinet every 4,000 square feet and in Lunchroom, if
existing is not in good working order. Locate with local fire marshal approval.
	 
	 	 	 	 

	13.11
	 	Sprinklers:	 	Provide branch and distribution
sprinkler piping from base building mains and provide semi-recessed sprinkler heads, to match
existing, to meet requirements of NFPA 13 and local codes. Assume a
minimum of 30% existing heads to be relocated to accommodate plan.
	 
	 	 	 	 

	13.12
	 	FM200:	 	Provide FM200 and pre-action
suppression system. Unit to be tied into building emergency system. Provide drain, power, gaskets,
seals and signage as required.
	 
	 	 	 	     Location: File Room.






	 	 	 

	Division 15 (15.1 – 15.9):
	 	Plumbing Fixtures and Piping






	 	 	 	 	 

	15.1
	 	Sink and Faucet:	 	Stainless steel ADA compliant sink with gooseneck faucet and wrist blades.
	 
	 	 	 	Location: Provide at Lunchroom
only if existing sink is not in good working order or does not meet code requirements.
	 
	 	 	 	 
	15.2
	 	Water Purification:	 	Provide water purification system
at each sink location and point of source heater, only if existing system is not currently
 existing or in good working order. Run all water lines through purification system prior to final connection to dishwasher, coffee maker, icemaker, refrigerator, etc.
	 
	 	 	 	 
	15.3
	 	Water Lines:	 	Install cold water lines with shut
off valve for Refrigerator, Coffee Maker, and Bottleless Water
Dispenser, only if existing lines
 are not currently existing or in good working order. Contractor responsible for connecting any required lines to the appliances and ensuring proper delivery of water.
	 
	 	 	 	 
	15.4
	 	Water Heaters:	 	Contractor to provide a separate
water heater at all sink locations, including but not limited to
Lunchroom (only if not currently
 existing and in good working order). Water heater to be located in either a base cabinet or above the ceiling. In the event water heater is above the ceiling, contractor is to provide drip pan and water detection device as required by building owner.






	 	 	 

	Division 15 (15.10 – 15.19):
	 	Heating, Ventilation and Air Conditioning






 









 








	 	 	 

	15.10
	 	Contractor is responsible for the design build of all mechanical, electrical and plumbing, sprinkler and life safety including the certified professional engineered services as required unless otherwise noted.






	 	 	 	 	 

	15.1 1
	 	Dedicated HVAC:	 	Provide dedicated HVAC unit tied to
thermostat for 24 hour / 7 day operation. Allow sufficient BTU’s of cooling based on size of room and to provide constant temperature of 69 degrees Fahrenheit. Unit to be tied to tenant’s security system and either be
 supplemental to the building system, or augment the building system in the event of a shut down after hours or during weekends. Contractor to indicate in writing the type of unit priced and assumed tonnage. Location: Server Room, if not currently existing
	 
	 	 	 	 
	15.12
	 	Thermostat:	 	Provide separate thermostat control for dedicated HVAC unit(s).
	 
	 	 	 	 
	15.13
	 	Exhaust Fans:	 	Provide exhaust fan with solid speed control switch in rooms greater than 200 square feet and
	 
	 	 	 	Locations: Lunchroom, if not currently existing.
	 
	 	 	 	 
	15.14
	 	Diffusers:	 	Contractor to assume 30% of diffusers to be relocated to accommodate plan, typical.
	 
	 	 	 	 
	15.15
	 	Returns:	 	Boot returns in rooms with sound insulation.
	 
	 	 	 	 
	15.16
	 	Dampers:	 	Provide fire-rated dampers at all fire-rated partitions.
	 
	 	 	 	 
	Division 16 (16.1 – 16.9):	 	Wiring Devices and Electrical Requirements
	 
	 	 	 	 
	16.1	 	Provide separate electrical panel for Server Room, if required and not currently existing
	 
	 	 	 	 
	16.2	 	Provide any additional electrical panels required to realize plan.
	 
	 	 	 	 
	16.3	 	All receptacles and cover plate colors To Match Existing, uno.
	 
	 	 	 	 
	16.4	 	Hardwire new electric hot water heaters (if required) per note 15.4
	 
	 	 	 	 
	16.5	 	All existing receptacles to remain, uno. Provide new only as listed below and if not currently existing within space (in like new condition and good working order). Receptacles as indicated:
	 
	 	 	 	 
	16.5a Duplex receptacle: 20 amp	 	2 per office
	 
	 	 	 	2 per storage room
	 
	 	 	 	3 per Copy/Mail/Supply Counter
	 
	 	 	 	1 per 30 LF or as required by local code in general open area and corridors
	 
	 	 	 	 
	16.5b Duplex receptacle: 20 amp Dedicated	 	1 per Copier, Refrigerator, Microwave and Coffee Maker
	 
	 	 	 	1 for tenant security system; Phone system
	 
	 	 	 	3 at Server Room
	 
	 	 	 	 
	16.5c Duplex receptacle: 30 amp Dedicated Isolated Ground	 	5 for Server Room
	 
	 	 	 	 
	16.5d Flush mount floor core: with power/voice/data	 	1 in Existing Large Conference Room
	 
	 	 	 	1 in Conference Room






 









 








	 	 	 	 	 

	16.5e Power Feed:	 	1 per cluster of (4) workstations
	 
	 	 	 	Provide wall poke thru as required.
	 
	 	 	 	(Assume systems furniture utilizes
a 4 circuit, 8 wire configuration. Provide (4) 20 amp circuits at each feed location typical. Provide conduit as required.)
	 
	 	 	 	 
	16.5f A/V Power	 	Provide power in ceiling for
ceiling mounted projector, provide appropriate power for projection screen, provide 1/2” conduit run from flush mount floor cores under table (at center of room) to wall, stub up to ceiling for ceiling
mounted projector.
	.
	 	 	 	Location: Existing Large Conference Room.
	Division 16 (16.10 – 16.19): Interior Lighting	 	 





16.10 All existing fixtures to remain, uno. Where fixtures are designated (or assumed) to remain, Contractor to assume 20% to be relocated to accommodate plan. clean, repair and relamp all fixtures as required.



16.11 All open area lighting to be tied to contactors.



16.12 Lighting as indicated:



16.13a 2’ x4’ Lay-In Parabolic: (3) T-8 tube fluorescent (18) cell parabolic fixture with electronic ballast and clean air supply and return, to match existing.





Location: Provide 1 per 80 square feet for open areas and corridors and 1 per 60 square feet for
offices/enclosed rooms only where repair or replacement is necessary.


16.13b Undercabinet Fluorescent: Alkco Solid Front “Little Inch”, hard wired to separate switch in room. Provide along full length of wall cabinets.





Location: Lunchroom, Copy/Mail/Supply Area, Copy Area, if undercabinet lighting does not currently exist or is not in
good working order.


Division 16 (16.20 – 16.29): Voice and Data Systems



16.20 Tenant’s voice/data vendor to provide all voice/data cabling and devices. Contractor to provide back boxes and pull lines for voice/data receptacles and coordinate with tenant’s vendor as required.



16.21 Any Data cabling running below floor is to run in protective conduit



16.22 All receptacles to be building standard device and cover plate color: To Match Existing, uno.



16.23 All existing receptacles to remain, uno. Provide new only as listed below and if not currently existing within space (in like new condition and good working order). Contractor to provide bad box and pull string as follows:



1 per Office 


2 per Office greater than 200 square feet 


1 per Conference Room


1 per Storage/Work Room 


3 per Copy/Mail/Supply Area 


2 per Reception Area 


1 per cluster of (4) workstations


Assume (1) voice data per workstation; consisting of (2) voice and (2) data lines per location, cat 6 wiring. Contractor to determine quantity required and size poke thru accordingly.




	 	 	 

	16.24 Voice/Data feed:
	 	1 per cluster of (4) workstations.













 









 








ALTERNATE PRICING:




	 	 	 

	1.

	 	Provide Add Alternate for: Demolition of existing millwork in Lunchroom and
replacement with new millwork (in lieu of existing millwork to remain):
	 
	 	 
	 

	 	25” deep self edge plastic laminate countertop and backsplash. Flush overlay plastic
laminate cabinets with concealed hinges and 6” metal pulls (allocate $5.00 per pull,
material cost) an MCP interiors. Base cabinets 34” high with (1) adjustable shelf
and (1) drawer. Wall cabinets 30’ high x 12” deep (2) adjustable shelves. Stainless
steel ADA compliant sink with gooseneck faucet and wrist blades. Provide ADA
compliant 40” wide base cabinets with integral kick base at sink locations.
	 
	 	 
	2.

	 	Provide Add Alternate for: Demolition of existing millwork in Copy/Mail/Supply
and Copy Area and replacement with new millwork (in lieu of existing millwork to
remain):
	 
	 	 
	 

	 	25” deep self edge plastic laminate countertop scribe at edges. Flush overlay
plastic laminate cabinets with concealed hinges and 6” metal pulls (allocate $5.00
per pull, material cost) and MCP interiors. Base cabinets with (1) adjustable shelf
and (1) drawer. Wall cabinets 30” high x 12” deep (2) adjustable shelves.
	 
	 	 
	3.

	 	Provide Add Alternate for: Built-in plastic laminate clad Mail Slots (approx.
7’ wide x 4’ high) at Copy/Mail/Supply Area (as indicated on plan), in lieu of tenant
provided furniture mail bins.
	 
	 	 
	4.

	 	Provide Add Alternate for: Demolition of existing vinyl wallcovering at rear
wall of Reception Area (originally designated to remain) and replacement with new.
Provide $1.25/yard allowance (materials only).
	 

	 	Location: 35’ run of wall at rear wall of Reception Area (from floor to ceiling).







 











 





SCHEDULE 4




MINIMUM STANDARD TENANT IMPROVEMENTS



OPG Class A Tenant Standards

227 Washington Street

Conshohocken, PA 19428



General Requirements:





All architectural and engineering designs shall confirm to the requirements of the ADA. All
new construction and future renovations shall comply with the ADA.




All new construction and future renovations shall be designed and built in full compliance
with all local regulations, local zoning ordinances and state building codes. The
contractor shall obtain and pay for all applicable permits, including building and occupancy
permits.




The information provided herein, and the manufacturers listed, are intended to provide for
the minimum quality standard of construction. Substitutions will be entertained but must be
approved, in writing by the landlord prior to their installation.



General Conditions:





	 	A.	 	Partitions

All partitions will be sheet rocked, taped, spackled and sanded. Wall finishes
shall be included in tenant scope of work.
	 
	 	1.	 	Type 1 — Tenant Partition at Public Corridor- 1 Hour rated

Walls to be constructed of 3-5/8” wide, 25 gauge steel studs at 16” on center with
one layer of 5/8” TYPE X gypsum wallboard each side with fiberglass batt insulation
full height. Wallboard finish to be fire taped and sealed. Height of partition to
underside of structure above.
	 
	 	2.	 	Type 2 — Tenant Demising Partition 

Same as Type 1.
	 
	 	3.	 	Type 3 — Building Standard Interior Partition

Walls to be constructed of 3-5/8” wide, 25-gauge steel studs at 16” on center with
one layer of 5/8” gypsum wallboard each side, height to underside of acoustical tile
ceiling (or match existing height). Gypsum wallboard detail at ceiling to be double
row foam tape at top runner with continuous metal casing bead (USG# 200-B) having
spackled finish.
	 
	 	4.	 	Type 4 – Building Standard Interior Partition — Extending Height

Same as Type 3, except partition (studs and gypsum wallboard) shall penetrate
acoustical tile ceiling, to a height of approximately six inches (6”) above ceiling.




 









 






	 	5.	 	Type 5 – Building Standard Perimeter Wall

Same as Type 3, except partition (studs and gypsum wallboard) shall extend to a
height of approximately six inches (6”) above window frame with fiberglass batt
insulation full height.
	 
	 	6.	 	Type 6 – Building Standard Column Enclosure

Same as Type 3, except partition (studs and gypsum wallboard) shall extend to a
height of approximately six inches (6”) above ceiling.
	 
	 	B.	 	Suspended Acoustical Ceilings

Shall be 24” x 24” slim line grid with 24” x 24” Tegular acoustical tiles.
	 
	 	 	 	Lighting






Three tube 2’x4’ 277V fluorescent fixture with deep dish parabolic lens at
an allowance of one fixture per (80) square feet of rentable area.




	 	C.	 	Doors, Frames, and Hardware
	 
	 	1.	 	General





	 	 	 	 	 
	 

	 	Doors:
	 	All doors to be solid core birch veneer with two coats stain and two coats
clear, satin polyurethane or comparable paint coverage.
	 

	 	Frames:
	 	All frames to be Knock Down metal door frames with 2” face width.
	 

	 	Hardware:
	 	Satin chrome (or match existing) lever Schlage or comparable.
	 

	 	Quantities:
	 	Interior Doors shall be calculated at one (1) per 850 RSF.







	 	2.	 	Suite Entry — 1 Hour Rated

Building Standard-Single Door:
Shall be 3’-0” W x 8’-0“H x 1-3/4” solid core door


Hardware:      Satin chrome (or match existing) lever Schlage or comparable.
	 
	 	 	 	Building Standard-Double Door: 1 Hour Rated

Same as single door above, except with a pair 3’-0” wide doors.

Hardware:      Satin chrome (or match existing) lever Schlage or comparable.
	 
	 	3.	 	Interior Tenant Doors – Not Rated
	 
	 	 	 	Building Standard-Single Door:

Shall be 3’-0“W x 8’-0“H x 1-3/4” solid core door.

Hardware:      Satin chrome (or match existing) lever Schlage or comparable.
	 
	 	 	 	Building Standard-Double Door:

Same as single door above, except with a pair 3’-0” wide doors.

Hardware:      Satin chrome (or match existing) lever Schlage or comparable.
	 
	 	D.	 	Painting




 









 






	 	1.	 	General

Paint products shall be as manufactured by Sherwin Williams or equal.
	 
	 	2.	 	Paint Finish Type A — Walls

For application to gypsum wallboard or plaster, shall be flat finish/latex base.

Prime Coat:                             Prep Rite 200

Second and Third Coat:          Pro Mar 200 flat
	 
	 	3.	 	Paint Finish Type B — Door Frames

For application to metal door frames, shall be Sherwin Williams or equal, semi-gloss
finish/alkyd base.

Prime Coat:                               All surface oil white

Second and Third Coats:      Pro Mar semi-gloss or all surface enamel oil
	 
	 	E.	 	Carpeting

All leased office floor area shall be one color glue down, 30 oz. Cut pile or 26
oz. Level loop carpet in color as selected by the Tenant from samples provided by
Landlord. 4” Vinyl Cove Base shall be installed at all vertical faces in selected
color.





Electrical





Tenant sub-panel shall be 480/277V. Circuit breakers and panels are at tenant’s sole cost
and expense.




	 	1.	 	Provide one outlet per each one hundred (100) SFRA in offices.
	 
	 	2.	 	Provide one outlet per 30 linear feet of corridor wall
	 
	 	3.	 	Provide one circuit per 2 workstations
	 
	 	4.	 	Provide single pole wall switches in quantity of one per building standard door
opening or not to exceed (1) per 400 Rentable Square Feet.





Sprinkler





See base building core and shell specifications. Additional heads necessary to satisfy code
and turning heads down are a tenant improvement cost, all heads to be centered in acoustical
ceiling tiles.



Window Treatments





Tenant to provide the installation of 1” aluminum, horizontal miniblinds on all exterior
windows to match building standard. Miniblinds shall be by Levlor, Graber, Bali or
Hunter-Douglas, color to be determined.



Signage





See base building core and shell specifications.



Fire Extinguishers and Cabinets





Tenant to provide fire extinguisher cabinets within tenant space, in quantity and location
per code and local fire marshal. Cabinets shall be painted steel, as manufactured by
Larson, model 2409-RI with vertical duo or approved by Landlord in writing equal. Cabinet
color to be white, cabinet to contain 5# ABC fire extinguisher.



 









 





Fire Alarm





Base building shall have an addressable fire alarm system capable of expansion into tenant’s
demised space, see base building core and shell specifications. Tenant work shall include
installation of smoke detectors, voice evacuation speakers, audible and visual devices and
additional pull stations as required by NFPA, ADA and local fire codes. Tenant to pay cost
of connecting to the building fire alarm panel by the building fire alarm vendor.



Voice and Data





Tenant shall coordinate and pay for the installation of all telephone/data wiring required
within the demised premises. Work to be performed at time convenient with landlord’s work.



HVAC





See base building core and shell specifications.



Alternates





See tenant fit out plan.



 









 





EXHIBIT D




BUILDING HOLIDAYS


* NEW YEAR’S DAY *



* MEMORIAL DAY *



* INDEPENDENCE DAY *



* LABOR DAY *



* THANKSGIVING DAY *



* CHRISTMAS DAY *






 









 








EXHIBIT E




JANITORIAL SPECIFICATIONS


TENANT SPACES:



Daily — Night time coverage Monday through Friday.





	1.	 	Empty waste receptacles, wipe clean and wash when necessary.
	 
	2.	 	Bag and remove all waste from receptacles.
	 
	3.	 	Replace trash liners as necessary.
	 
	4.	 	Empty and damp wipe all ash trays.
	 
	5.	 	Dust mop all composition floor surfaces.
	 
	6.	 	Dust ledges and other horizontal surfaces within 72” high including cabinets and telephones.
	 
	7.	 	Dust horizontal surfaces of desks, chairs, tables and other office furniture.
	 
	8.	 	Dust baseboards as necessary.
	 
	9.	 	Thoroughly vacuum carpeted areas moving light furniture except desks, credenzas and file
cabinets.
	 
	10.	 	Spot clean minor carpet stains.
	 
	11.	 	Spot clean marks next to light switches, doors and doorframes.
	 
	12.	 	Clean all entrance door frames and glass.
	 
	13.	 	Clean, polish and sanitize all drinking fountains.




Weekly:





	1.	 	Spray and buff composition floor surfaces.
	 
	2.	 	Dust high partition ledges and moldings above 72”.
	 
	3.	 	Damp wipe all telephones using antiseptically treated cloths.
	 
	4.	 	Remove all finger marks from doors, frames, wall partitions and light switches.




Monthly:





	1.	 	Dust Blinds.




 









 






	2.	 	Polish all desktops, conference room tables, credenzas – if tops are cleared.




Quarterly:





	1.	 	Vacuum upholstered furniture.
	 
	2.	 	Dust air diffusers and vents.




Annually:





	1.	 	Strip and wax composition floor surfaces.




REST ROOMS:



Daily – Night time coverage Monday through Friday.





	1.	 	Sweep and dust mop floor surfaces.
	 
	2.	 	Wet mop floor surfaces with disinfectant.
	 
	3.	 	Dust horizontal surfaces within reach.
	 
	4.	 	Empty all waste and sanitary containers.
	 
	5.	 	Damp wipe, clean and refill all dispensers of soap, paper products and feminine products.
	 
	6.	 	Clean and polish all dispensers.
	 
	7.	 	Clean and polish mirrors, frames.
	 
	8.	 	Clean, disinfect and deodorize all lavatory fixtures (toilet seat on both sides).
	 
	9.	 	Clean and polish metal fixtures.
	 
	10.	 	Remove gum, tar and other foreign substances from floor surfaces.
	 
	11.	 	Report all mechanical deficiencies, dripping faucets, stopped up soap dispensers and toilets
to building manager.




Weekly:





	1.	 	Dust and wipe clean all partitions, dispensers, and receptacles, tile walls and wallpapered
walls in all lavatories and restrooms.
	 
	2.	 	Clean and disinfect inside of waste and sanitary containers.
	 
	3.	 	Clean and polish chrome fixtures under wash basins.
	 
	4.	 	Wipe clean all shower walls, floors and doors.




 









 










Monthly:





	1.	 	Full wash privacy partitions, doors, walls and tile walls and enamel surfaces.
	 
	2.	 	Machine scrub all restroom floors.
	 
	3.	 	Do all high dusting.




Quarterly:





	1.	 	Dust diffusers and vents.




ELEVATORS:



Daily — Night time coverage Monday through Friday.





	1.	 	Vacuum all carpeted floor surfaces.
	 
	2.	 	Dust mop all composition floor surfaces.
	 
	3.	 	Wet mop all composition floor surfaces.
	 
	4.	 	Spot clean carpet stains.
	 
	5.	 	Clean and vacuum elevator door tracks.
	 
	6.	 	Clean and polish both sides of elevator doors.
	 
	7.	 	Clean vertical surfaces.
	 
	8.	 	Dust all horizontal surfaces.
	 
	9.	 	Remove gum, tar and other foreign substances from floors.
	 
	10.	 	Report any problems, lights out, elevator between floors, etc., to the building manager.




Two (2) TIMES PER WEEK:





	1.	 	Clean and polish all metal work.
	 
	2.	 	Clean and polish all woodwork.




Weekly:





	1.	 	Scrub and refinish composition floor.
	 
	2.	 	Dust ceiling fans, vents, and lights.




Monthly:






 









 









	1.	 	Shampoo carpet floors – more frequently if necessary.




STAIRWAYS:



Daily — Night time coverage Monday through Friday.





	1.	 	Remove all trash.
	 
	2.	 	Polish stairs.
	 
	3.	 	Spot mop spillage.
	 
	4.	 	Remove gum, tar, and other foreign substances from floor.




Weekly:





	1.	 	Dust horizontal surfaces within reach.
	 
	2.	 	Wet mop stairs.
	 
	3.	 	Dust handrails.
	 
	4.	 	Spot clean floors.
	 
	5.	 	Sweep and damp mop stairs.




Monthly:





	1.	 	Spot clean wall surfaces within reach (under 72”).
	 
	2.	 	Scrub stairs and landings as necessary.




LOBBY ENTRANCES AND HALLWAYS:



Daily – Night time coverage Monday through Friday.





	1.	 	Empty all waste containers and replace liners.
	 
	2.	 	Spot clean exterior surfaces of waste containers.
	 
	3.	 	Empty and clean all ashtrays and cigarette urns.
	 
	4.	 	Sanitize and polish water fountains.
	 
	5.	 	Dust all horizontal surfaces within reach (under 72”).
	 
	6.	 	Vacuum carpeted floor surfaces.
	 
	7.	 	Spot clean minor carpet stains.




 









 






	8.	 	Remove gum, tar and other foreign substances from door.
	 
	9.	 	Clean all glass areas.
	 
	10.	 	Clean all metal surfaces
	 
	11.	 	Spot clean wall surfaces within reach (under 72”).
	 
	12.	 	Clean entrance glass, front and rear lobbies.
	 
	13.	 	Remove all finger marks from chrome and glass — inside and out.
	 
	14.	 	Dust all sills and trim.
	 
	15.	 	Maintain janitor closets in a neat and orderly condition.
	 
	16.	 	Sweep; dust granite or aggregate floors.
	 
	17.	 	Damp mop all non-carpeted floors.
	 
	18.	 	Weekly:
	 
	19.	 	Buff non-carpeted floors and base.




MONTHLY:





	1.	 	Scrub and re-coat floors where necessary.




ANNUALLY:





	2.	 	Strip and re-coat floors where necessary.




 









 











EXHIBIT F




RULES AND REGULATIONS


1. OBSTRUCTION OF PASSAGEWAYS: The sidewalks, entrance, passages, courts, elevators,
vestibules, stairways, corridors and public parts of the Building shall not be obstructed or
encumbered by Tenant or used by Tenant for any purpose other than ingress and egress. If the
Premises are situated on the ground floor with direct access to the street, then Landlord shall, at
Landlord’s expense, keep the sidewalks and curbs directly in front of the Premises clean and free
from ice, snow and refuse.



2. WINDOWS: Windows in the Premises shall not be covered or obstructed by Tenant. No
bottles, parcels or other articles shall be placed on the window sills, in the halls, or in any
other part of the Building other than the Premises. No article shall be thrown out of the doors
or windows of the Premises. In order to maintain a uniform exterior appearance, window treatments
shall be kept in a down position at all times.



3. PROJECTIONS FROM BUILDING: No awnings, air-conditioning units, or other fixtures shall
be attached to the outside walls or the window sills of the Building or otherwise affixed so as to
project from the Building, without prior written consent of Landlord.



4. SIGNS: No sign or lettering shall be affixed by Tenant to any part of the outside of
the Premises, or any part of the inside of the Premises so as to be clearly visible from the
outside of the Premises, without the prior written consent of Landlord. However, Tenant shall
have the right to place its name on any door leading into the Premises the size, color and style
thereof to be subject to Landlord’s approval, which approval shall not be unreasonably withheld,
conditioned or delayed.



5. FLOOR COVERING: Tenant shall not lay linoleum or other similar floor covering so that
the same shall come in direct contact with the floor of the Premises. If linoleum or other
similar floor covering is desired to be used, an interlining of builder’s deadening felt shall
first be fixed to the floor by a paste or other material that may easily be removed with water, the
use of cement or other similar adhesive material being expressly prohibited.



6. LOCKS: Tenant, before closing and leaving the Premises, shall ensure that all windows
are closed and entrance doors locked.



7. CONTRACTORS: No contract of any kind with any supplier of towels, water, toilet
articles, waxing, rug shampooing, venetian blind washing, furniture polishing, lamp servicing,
cleaning of electrical fixtures, removal of waste paper, rubbish, garbage, or other like service
shall be entered into by Tenant, nor shall any extraordinarily heavy machine of any kind be
installed in the Building or the Premises without the prior written consent of Landlord. Tenant,
at Tenant’s sole cost and expense, shall contract directly with a janitorial service provider to
provide janitorial services to the Premises.



8. PROHIBITED ON PREMISES: Except as permitted in the Lease, Tenant shall not conduct, or
permit any other person to conduct, any auction upon the Premises, manufacture or store goods,
wares or merchandise upon the Premises without the prior written approval of





 









 







Landlord, except the storage of usual supplies and inventory to be used by Tenant in the conduct of
his business, permit the Premises to be used for gambling, make any unusual noises in the Building,
permit to be played musical instrument on the Premises, permit any radio to be played, or
television, recorded or wired music in such loud manner as to disturb or annoy other tenants, or
permit any unusual odors to be produced on the Premises. Tenant shall not permit any portion of
the Premises to be occupied as an office for a public stenographer or typewriter, or for the
storage, manufacture, or sale of intoxicating beverages, narcotics, tobacco in any form or as a
barber or manicure shop. Canvassing, soliciting and peddling in the Building and the Premises are
prohibited and Tenant shall cooperate to prevent the same. No bicycles, vehicles or animals of
any kind shall be brought into or kept in or about the Premises.



9. PLUMBING AND ELECTRIC FACILITIES: Plumbing facilities shall not be used for any purpose
other than those for which they were constructed; and no sweepings, rubbish, ashes, newspaper or
other substances of any kind shall be thrown into them. Waste and excessive or unusual amounts of
electricity or water is prohibited.



10. MOVEMENT OF FURNITURE, FREIGHT OR BULKY MATTER: The carrying in or out of freight,
furniture or bulky matter of any description must take place during such hours as Landlord may from
time to time reasonably determine and only after advance notice to the superintendent of the
Building. The persons employed by Tenant for such work must be reasonably acceptable to Landlord.
Tenant may, subject to these provisions, move freight, furniture, bulky matter, and other
material into or out of the Premises on Saturdays between the hours of 9:00 a.m. and 1:00 p.m.,
provided Tenant pays additional costs, if any, incurred by Landlord for elevator operators or
security guards, and for any other expenses occasioned by such activity of Tenant. If, at least
three (3) days prior to such activity, Landlord requests that Tenant deposit with Landlord, as
security of Tenant’s obligations to pay such additional costs, a sum of which Landlord reasonably
estimates to be the amount of such additional cost, Tenant shall deposit such sum with Landlord as
security of such cost. There shall not be used in the Building or Premises, either by Tenant or
by others in the delivery or receipt of merchandise, any hand trucks except those equipped with
rubber tires and side guards, and no hand trucks will be allowed in the elevators without the
consent of the superintendent of the Building.



11. SAFES AND OTHER HEAVY EQUIPMENT: The Building is designed to normal building standards
for floor-loading capacity. Tenant shall not use the Premises in such ways which, in Landlord’s
judgment, exceed such load limits. Landlord reserves the right to prescribe the weight and
position of all safes and other heavy equipment so as to distribute properly the weight thereof and
to prevent any unsafe condition from arising.



12. ADVERTISING: Landlord shall have the right to prohibit any advertising by Tenant
mentioning or referencing the Building or the Property which in Landlord’s reasonable opinion tends
to impair the reputation of the Building or its desirability as a building for offices, and upon
written notice from Landlord, Tenant shall refrain from or discontinue such advertising.



13. PARKING: Tenant and its employees shall park their cars only in those portions of the
parking area designated by Landlord.




— END —





 









 








EXHIBIT G




ESTOPPEL CERTIFICATE


TO: [ Landlord or Tenant ] pursuant to that certain Lease Agreement (the “Agreement”) dated                     
        , 2007, by and between NuPathe, Inc. and Washington Street Associates II, L.P. (“Landlord”).




     1. The undersigned is the [landlord / tenant] under that certain Office Space Lease dated
                    , 2007, by and between Landlord and Tenant (the “Lease”), covering a portion of those
certain premises commonly known and designated as

                                         , Pennsylvania, consisting of approximately 11,075 rentable square feet (the “Premises”). A
true, complete and correct copy of the Lease is attached hereto as Exhibit “A”.



     2. The Lease has not been modified, changed, altered or amended in any respect (except as
indicated following this sentence) and is the only lease or agreement between the undersigned and
the [Tenant / Landlord] affecting the Premises. If none, state “none”.



      




      




      




     3. The undersigned has made no agreements with [Tenant/Landlord] or its agents or employees,
which are not described in the Lease concerning free rent, partial rent, rebate of rental payments
or any other type of rental concession with respect to the Lease (except as indicated following
this sentence). If none, state “none”.



      




      




      




     4. Tenant accepted possession of the Premises on                     , 200     , currently occupies the Premises and
has been open for business since                     , 200     . The current term of the Lease began on                      200     . The current
term of the Lease will expire on                     , 200     . No rent payable pursuant to the Lease has been prepaid
for more than one (1) month, and no monies otherwise payable to Landlord under the Lease have been
paid in advance of the due date therefor as set forth in the Lease. The Fixed Basic Rent currently
being paid under the Lease is $  per month. Future changes to the Fixed Basic Rent are as set forth
in the Lease. The undersigned also pays amounts on account of its share of Operating Expenses, as
set forth in the Lease, which amounts have been paid to and including                     , 200     .



     5. The Lease is fully valid and enforceable and is currently in full force and effect.
Neither Landlord nor Tenant is currently in default thereunder, and all conditions and obligations
on the part of [Tenant/Landlord] to be fulfilled under the terms of the Lease have been satisfied
or fully performed. Tenant currently has no offset, claim, defense or counterclaim against any
rent or other sum payable by Tenant under the Lease or against any other obligation of Tenant



 









 




under the Lease [if true]. No condition currently exists which with the giving of notice or
the passage of time, or both, would constitute a default under the Lease.




     6. Tenant has not suffered any assignment of the Lease or sublet the Premises or any portion
thereof, and no person or entity, other than Tenant, has any possessory interest in the Premises or
right to occupy the Premises or any portion thereof, except as permitted under the Lease.



     7. Tenant claims no right, title or interest in or to the Premises or right to possession of
the Premises, except as tenant under the terms of the Lease. The Lease does not contain and the
undersigned does not have any outstanding options or rights of first refusal to purchase the
Premises or any portion thereof or the Property of which the Premises are a part, except as
otherwise set forth below. If none, state “none”.



      




      




      




     8. No actions, whether voluntary or otherwise, are currently pending against the undersigned
under the bankruptcy laws of the United States or any state thereof, and [Landlord/Tenant] knows of
no fact or pending or threatened claim or litigation that might result in the insolvency or
bankruptcy of [Landlord/Tenant].



     9. All insurance policies required to be maintained by [Landlord/Tenant] under the Lease have
been maintained, are currently in full force and effect and all premiums with respect thereto have
been paid in full as of the date hereof.



     10. This certification is made to induce                           [to enter into the Agreement] [to provide financing
to Landlord/Tenant] knowing that                           is relying upon the truth of this Estoppel Certificate in
[entering into the Agreement,] [providing such financing.


Dated this       day of                     , 2007.





	 	 	 	 	 
	 	LANDLORD/TENANT:





                                        , a                                         


 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 








EXHIBIT H




CONFIRMATION OF LEASE TERM




     THIS MEMORANDUM is made as of the            day of                     , 200     , between Washington Street Associates II,
L.P., a Pennsylvania limited partnership with an office at 2701 Renaissance Boulevard,
4th Floor, King of Prussia, PA 19406 (“Landlord”) and NuPathe, Inc., a
                      
                  , with its principal place of business at                                   
       (“Tenant”), who entered into a lease dated for
reference purposes as of                     , 2007 (the “Lease”), covering certain premises located at                      ,                     ,
Pennsylvania. All capitalized terms, if not defined herein, shall be defined as
they are defined in the Lease.



     1. The Parties to this Memorandum hereby agree that the date of
                    , 200      is the “Commencement Date” of the Term, that the date                     , 2006 is the Rent Commencement
Date and the date                      is the expiration date of the Lease.



     2. Tenant hereby confirms the following if true:



          (a) That it has accepted possession of the Premises pursuant to the terms of the Lease;




          (b) That the improvements, including the Landlord Work, required to be furnished according to
the Lease by Landlord have been substantially completed;




          (c) That as of the date hereof, there are no offsets or credits against rentals, and the $          
Security Deposit has been paid as provided in the Lease;




          (d) That, as of the date hereof, there is no default by Landlord under the Lease and the Lease
is in full force and effect.




     3. This Memorandum, each and all of the provisions hereof, shall inure to the benefit, or
bind, as the case may require, the parties hereto.


Landlord:




	 	 	 	 	 
	Date Signed:                     	WASHINGTON STREET ASSOCIATES II, L.P., a

Pennsylvania limited partnership

 	 
	 	By:  	WASHINGTON STREET ASSOCIATES II
 	 
	 	 	ACQUISITION CORPORATION 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Richard Heany 	 
	 	 	Title:  	President 	 



 









 






	 	 	 	 	 


Tenant:




	 	 	 	 	 
	Date Signed:                      	NUPATHE, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title: