Lease agreement, dated August 6, 2021 by and between the Registrant and 500 College Road Venture, LLC

Exhibit 10.1

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LEASE AGREEMENT

between

500 COLLEGE ROAD VENTURE, LLC

Landlord

and

AGILE THERAPEUTICS, INC.

Tenant

Dated: August 6, 2021

Premises: Suite 310 of the Building located at
500 College Road East

Princeton, New Jersey 08540

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TABLE OF CONTENTS

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EXHIBITS TO LEASE

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LEASE AGREEMENT

THIS AGREEMENT OF LEASE (this “Lease”) dated August 6, 2021, between 500 COLLEGE ROAD VENTURE, LLC, a New Jersey limited liability company, havi ng an office address c/o Bergman Realty Corporation, 555 U.S. Highway 1 South, Suite 210, Iselin, New Jersey 08830 (hereinafter called “Landlord”) and AGILE THERAPEUTICS, INC., a Delaware corporation having an office address prior to the Commencement Date of 101 Poor Farm Road, Princeton, New Jersey 08540, Attention: Tristen Herrstrom, SVP, Human Resources & Administration (hereinafter cal led “Tenant”).

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

ARTICLE  I. BASIC LEASE INFORMATION.

Section l.01. Building:

The Building is located at 500 College Road East, Princeton, New Jersey 08540 (the “Building”). The Building and the land upon which the Building is located (the “Land”) (which Land is more particularly described on Exhibit F attached  hereto), are sometimes referred to collectively as the “Real Estate” or the “Property”.

Section 1.02. Demised Premises:

The “Demised Premises” is the portion of the Building leased to Tenant consisting of approximately 13,774 rentable square feet of area (inclusive of the allocable Common Areas as defined in Section 2.06 hereof) located in suite #310, as more particularly described on the Floor Plan or outline of the Demised Premises, attached hereto as Exhibit A, which area is agreed to be deemed the area of the Demised Premises for all purposes of this Lease and shall not be revised on account of any inaccuracies of measurement. The Demised Premises includes any alterations, additions or repairs made thereto. This computation of rentable square footage shall be binding and conclusive on the parties, and their successors and assigns. Tenant shall have the right to use the Building’s fitness center, bike share program, conference center and cafe (at no cost to Tenant other than for purchases at the cafe, standard set-up/clean-up charges for using the conference facilities, and fitness class/private trainer charges or the like, if offered) subject to the Landlord’s reasonable rules and regulations pertaining to same.

Section 1.03. Base Rent:

Base Rent shall be as of the Commencement Date at the rate of $26 per rentable square foot for each rentable square foot of the Demised Premises (i.e., 13,774), which Base Rent in respect of the Demised Premises shall be escalated annually by $0.50 on the anniversary of the Commencement Date. Assuming a Commencement Date of December 1, 2021, the Tenant’s payment of Base Rent during the Term shall be as follows:

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Section 1.04. Security Deposit:

Tenant has deposited with Landlord the sum of NINETY-FOUR THOUSAND THREE HUNDRED FIFTY AND 00/100 ($94,350.00) DOLLARS as the Security Deposit, to be governed by Section 5.05 hereof.

Section 1.05. Term:

The Term of this Lease shall be forty (40) months commencing on the Commencement Date and expiring on the last day of the month which is forty (40) full calendar months following the Commencement Date (the “Expiration Date”). If the Commencement Date occurs after December 1, 2021 as described in Section 2.05, the Expiration Date shall be postponed (and the Base Rent schedule in Section 1.03 above shall be adjusted) so that the Term shall be forty (40) months plus the remaining number of days in the month on which the Commencement Date actually occurs if such date is other than the first day of a month (and if such date is other than the first day of a month then the Monthly Base Rent for that initial partial month shall be at the monthly rate of $29,843.67 pro-rated based on a thirty (30) day month).

Section 1.06. Tenant’s Pro Rata Share:

The Tenant’s Pro Rata Share shall be the ratio of the total rentable square footage of the Demised Premises to the total square footage of the Building. The Landlord and Tenant have determined that Tenant’s Pro Rata Share is 8.70% based upon the Building rentable area of 158,235 square feet. This determination of Tenant’s Pro Rata Share shall be binding and conclusive on the parties, and their successors and assigns. The Tenant’s Pro-Rata Share shall apply to the Tenant’s payment of the Tax Increase Amount, pursuant to Section 5.02 and the Operating Cost Increase Amount, pursuant to Section 5.03.

Section 1.07. Tenant’s Electricity Charge:

The Tenant shall pay the annual sum of TWENTY-FOUR THOUSAND SEVEN HUNDRED NINETY-THREE AND 20/100 ($24,793.20) DOLLARS payable in equal monthly installments of TWO THOUSAND SIXTY-SIX AND 10/100 ($2,066.10) DOLLARS for the Tenant’s Electric Charges. The Tenant’s Electricity Charge is based upon the rate of ONE and 80/100 ($1.80/sq.ft.) Dollars per rentable square foot of the Demised Premises per annum (subject to adjustment pursuant to Section 8.02).

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Section 1.08. Brokers:

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Section 1.09. Addresses for Landlord and Tenant:

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ARTICLE II. DEFINITIONS.

As used herein, the terms below have the following meanings:

Section 2.01. Assessed Valuation:

The assessed valuation of the Property, including any added assessments for improvements to the Property (as same may change from time to time as a result of Landlord successfully reducing the Assessed Valuation, reassessment by the municipality or otherwise), as such is determined by an appropriate taxing authority or by final administrative proceedings. Taxes shall be calculated based upon the Property being fully assessed by the municipality.

Section 2.02. Base Year:

The Base Year for determining Tax Increase Amount and Operating Cost Increase Amount shall be the calendar year 2022.

Section 2.03. Building Systems:

The HVAC,  life  safety,  plumbing,  electrical,  elevator,  water,  sewer,  fire  alarm  and suppression systems and mechanical systems for the Demised Premises and the Building.

Section 2.04. Building Structure:

The Building’s  exterior  walls,  roof,  elevator  shafts,  footings,  foundations,  structural portions of load-bearing walls, structural floors and subfloors and structural columns and beams.

Section 2.05. Commencement Date:

The Commencement Date of this Lease shall be the later of (a) December 1, 2021, and (b) the date upon which occurs the Substantial Completion of the Base Building Work (subject to the penultimate sentence of this paragraph below) and Landlord’s Work in accordance with Law. If the Substantial Completion of the Base Building Representations and Landlord’s Work is delayed by Tenant Delays, then the Commencement Date shall be the date the Landlord’s Work and Base Building Representations would have been Substantially Completed, as reasonably estimated by Landlord, without the Tenant Delays. Notwithstanding anything to the contrary contained herein, Landlord represents to Tenant that on the Commencement Date and as part of the Base Building Work at Landlord’s cost (and not part of Landlord’s Cap) (i) the Demised Premises and Building Structure will be structurally sound and free from leaks, and the Demised Premises will be demised, broom clean, and in compliance with Law, (ii) the Demised Premises will be free from asbestos and other Hazardous Materials in violation of existing Law, (iii) there will be a valid temporary or permanent Certificate of Occupancy permitting the Permitted Use, (iv) the Common Areas will be in good working order, and (v) the Building Systems serving the Demised Premises will be in good working order (items (i) – (v) above being hereinafter referred to as the “Base Building Representations”) , with the following modifications to the Building’s HVAC system: the boiler providing heat to the Building will be replaced; the 30 ton RTU providing cooling to the

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atrium will be replaced; the building management system (BMS) will be upgraded; the filters on the nine heat pumps serving the Demised Premises will be upgraded from MERV-8 to MERV-13 as and where reasonably able, and any heat pumps in the Demised Premises found not to be functioning will be repaired or replaced; two of the three cooling towers will be retrofitted with new water treatment systems (two have been retrofitted already) (items (i) – (v) above, including the above modifications to the Building’s HVAC system, collectively, the “Base Building Work”). Notwithstanding the foregoing, the Commencement Date shall occur once the Landlord’s Work is Substantially Completed even though the Base Building Work is not Substantially Completed as long as the Base Building Representations are true on the Commencement Date and Landlord has commenced the Base Building Work and is working diligently to Substantially Complete the Base Building Work. Subject to any Force Majeure, manufacturer delivery delays, Tenant Delay or township delays in approving plans, issuing permits, inspecting work, etc.,, Landlord shall use commercially reasonable efforts to Substantially Complete the above modifications to the Building’s HVAC system on or prior to December 1, 2021.

Section 2.06. Common Area:

Without limitation, the lobbies, hallways, entryways, stairs, vending areas, elevators, driveways, sidewalks, parking areas, curbs, public rest rooms, loading areas, trash facilities, landscaped areas and all other areas and facilities of the Building and the Land provided and designated from time to time by Landlord for the general nonexclusive use and convenience of Tenant with other tenants and their respective employees, invitees, licensees or other visitors, as they may be increased, decreased, modified, altered or otherwise changed from time to time before, during or after the Term, so long as such change to the Common Areas does not materially interfere with or materially disrupt the Tenant’s access or use of the Demised Premises as contemplated in this Lease.

Section 2.07. Environmental Claims:

Any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of non-compliance or violation, investigations, proceedings, consent orders or consent agreements (collectively, “Claims”) relating in any way to any Environmental Law, including without limitation (i) any and all Claims by governmental or regulatory authorities for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any applicable Environmental Law and (ii) any and all Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from Hazardous Materials or arising from alleged injury or threat of injury to health, safety or the environment relating to Hazardous Materials.

Section 2.08. Environmental Law:

Any applicable federal, state or local statute, law, rule, regulation, ordinance, code, or rule of common law now or hereafter in effect and in each case as amended, and any binding judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, relating to the environment or Hazardous Materials (including health and safety as it relates to Hazardous Materials).

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Section 2.09. Expiration Date:

The last day of the Term of the Lease, plus, at the time of reference, any Renewal Term.

Section 2.10. Hazardous Materials:

Any substances defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “contaminants” or “pollutants,” or words of similar import, under any applicable Environmental Law.

Section 2.11. Landlord’s Work:

The work to be completed by the Landlord for the Demised Premises as set forth in the attached Exhibit B.

Section 2.12. Lease Year:

Each Lease Year during the Term of the Lease, beginning with the Commencement Date. The first Lease Year shall include the balance of the month in which the Commencement Date occurs.

Section 2.13. Mortgage:

Any mortgage, which may now or hereafter affect, encumber or be a lien upon the Property, and any renewals, modifications, consolidations, replacements and extensions thereof.

Section 2.14. Mortgagee:

Any holder of a Mortgage and its successors and assigns.

Section 2.15. Operating Cost Base:

The total dollar amount of Operating Costs incurred during the Base Year.

Section 2.16. Operating Year:

Operating Year shall mean any calendar year.

Section 2.17. Parking Area:

Those portions of the Property adjacent to the Building designated for parking by Landlord, which Landlord may assign and re-assign from time to time, so long as such assignment or re- assignment to the Parking Area does not materially interfere with or materially disrupt the Tenant’s access or use of the Demised Premises as contemplated in this Lease or require the Tenant to incur any costs. At no additional cost to Tenant (except to the extent included in Operating Costs), Tenant shall be permitted to use a total of fifty-four (54) parking spaces in common with other tenants of the Building to be governed by Section 11.04 hereof, which is based upon a parking ratio of four (4) parking spaces for each 1,000 square feet of rentable area then being leased hereunder. Landlord represents that there are currently no reserved parking spaces at the Property

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other than as required by governmental laws, rules or regulations (i.e. handicap spaces), in connection with the proper operation of the Property (i.e. spaces for deliveries) or other commercially reasonable reasons (i.e. to accommodate an old person). In the event Landlord designates reserved parking spaces for reasons other than the reasons described in the previous sentence or the like, Tenant shall then be entitled to a commercially reasonable number of reserved parking spaces).

Section 2.18. Real Estate Tax Base:

The dollar amount of real estate Taxes payable during the Base Year, determined by multiplying the Assessed Valuation (as same may change from time to time as a result of Landlord successfully reducing the Assessed Valuation, reassessment by the municipality or otherwise) by the tax rate for the Base Year.

Section 2.19. Rent:

The Rent includes the Base Rent and Additional Rent for Tenant’s Electricity Charge, Tax Increase Amount, Operating Cost Increase Amount (each as defined herein) and any other charges payable by Tenant to Landlord hereunder. Notwithstanding anything to the contrary contained in this Lease, non-recurring items of Additional Rent shall be due and payable by Tenant no later than thirty (30) days after an invoice from Landlord is furnished to Tenant therefor.

Section 2.20. Tax Year:

Tax Year shall mean any calendar year.

Section 2.21. Taxes:

All real estate taxes, charges and assessments imposed upon the Property which are levied with respect to the Building and/or Land or with respect to the improvements, fixtures and equipment located in the Building and/or the Common Areas (less any refunds or rebates of Taxes actually received by the Landlord with respect to any period during the Term for the benefit of the Tenant, tenants and the Landlord), and all fees, expenses and costs incurred by Landlord in connection with tax appeal to reduce the Assessed Valuation. Taxes shall not include (i) any income taxes, capital gains taxes, franchise taxes and/or transfer taxes imposed upon any transfer by the Landlord of the Property, (ii) any tax or increase in Taxes that directly results solely from the sale or refinancing of the Property; (iii) taxes imposed on, or computed as a function of, net income or net profits (including, without limitation, any federal, state or local net income or net profits tax); (iv) any inheritance, estate, gift, transfer, excise, capital stock, succession tax; (v) increase in Taxes which directly results solely from the creation of additional rentable area on the Property; or (vii) any interest charges or penalties incurred by the fault of Landlord as a result of the Landlord’s failure to timely pay any tax which the Landlord is obligated to pay, when due.

Section 2.22. Tenant’s Parties or Tenant Parties:

Tenant’s employees, officers, directors, shareholders, partners, members, managing members, licensees, subtenants, assignees, contractors, subcontractors, vendors, successors and invitees.

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Section 2.23. Term:

The Term of the Lease which shall be from the Commencement Date to the Expiration Date, including any applicable Renewal Term.

Section 2.24. Business Days.

“Business Day” or “business day” means Monday through Friday, except Holidays.

ARTICLE III. PREPARATION OF THE DEMISED PREMISES.

Section 3.01. Landlord’s Work:

Section 3.02. No Representation:

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

ARTICLE IV. TERM.

Section 4.01. Term:

The Term of this Lease shall commence on the Commencement Date and shall expire on the Expiration Date unless sooner terminated or extended pursuant to the terms hereof.

Section 4.02. Commencement Date:

The Commencement Date shall be the date set forth in Section 2.05 hereof (subject to adjustment as set forth in said Section 2.05).

Section 4.03. Expiration Date:

The Expiration Date shall be the last day of the Term. If this Lease is canceled or terminated prior to the Expiration Date by reason of an Event of Default (as hereinafter defined),

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Tenant’s liability under the provisions of this Lease shall continue as set forth in Article XVI hereof.

ARTICLE V. RENT.

Section 5.01. Base Rent:

Tenant shall pay Base Rent to Landlord, in the amount set forth in Section 1.03, without notice or demand, in equal monthly installments beginning on the Commencement Date (except that the first monthly installment shall be due upon the execution of this Lease). If the Commencement Date is a day other than the first day of the month, the first installment of Base Rent and Additional Rent shall be prorated for each day commencing with the Commencement Date up to and including the last day of that month. Each subsequent installment shall be due on the first day of each month during the Term. If the Expiration Date occurs on a day other than the last day of any month, Base Rent and Additional Rent for the last month of the Term shall be pro- rated in the same manner.

Section 5.02. Tax Increase Amount:

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on the Tax Statement, and (6) any Extra Taxes due as set forth below. Any Tax Increase Amount for a period of less than a full Tax Year shall be ratably apportioned.

Section 5.03. Operating Cost Increase Amount:

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thereafter, except for the Base Year, Landlord shall present to Tenant a reasonably detailed statement (the “Operating Statement”) showing, inter alia, the Operating Cost Increase Amount, if any, due by the Tenant for such applicable Operating Year (the date upon which the Operating Statement is presented to Tenant being hereinafter referred to as the “Billing Date”), which Operating Statement, at the option of Landlord, shall include a breakdown of Operating Costs into different categories of Operating Costs or such other commercially reasonable form of Operating Statement. Each Operating Statement shall indicate the monthly Operating Cost Increase Amount to be paid by the Tenant for the current Operating Year or ensuing Operating Year and the calculation of such monthly Operating Cost Increase Amount based on the Operating Cost budget for such applicable Operating Year.

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records upon which the Operating Statement and Reconciliation Statement and/or Tax Statement is based, provided Tenant pays all sums due as shown on the Operating Statement and Reconciliation Statement and/or Tax Statement prior to any audit and the Tenant shall not be in default under the Lease, beyond any applicable grace or cure period. Such audit shall be conducted promptly after Tenant’s notice of dispute is given to Landlord. The fee for any audit conducted on Tenant’s behalf shall be borne solely by Tenant; provided however that if the examination reveals that the Landlord has overstated the Operating Costs and/or Taxes by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable costs and expenses of such examination within thirty (30) days following Tenant’s demand. In no event shall any audit be performed by a firm retained on a contingency fee basis. The audit shall commence within thirty (30) days after Landlord makes Landlord’s books and records available to Tenant’s auditor and shall conclude within ninety (90) days after commencement. The audit shall be conducted where Landlord maintains its books and records and shall not unreasonably interfere with the conduct of Landlord’s business. Tenant and its auditors shall treat any audit in a confidential manner and to the extent required by Landlord, shall each execute Landlord’s reasonable confidentiality agreement for Landlord’s benefit prior to commencing the audit. Tenant shall deliver a copy of such audit to Landlord within five (5) business days of receipt by Tenant. This Section 5.03 (d) shall not be construed to limit, suspend, or abate Tenant’s obligation to pay the Operating Cost Increase Amount or Tax Increase Amount when due (including any underpayment for a prior Operating Year as shown on the Reconciliation Statement or for a prior Tax Year as shown on the Tax Statement). Landlord shall have the right, at its sole expense, to have Tenant’s audit reviewed by a reputable third party certified public accountant selected by Landlord, whose determination shall be based upon generally accepted accounting principles and which shall be conclusive and binding on both Landlord and Tenant. If, as a result of Tenant’s inspection of Landlord’s books and records or the audit of Landlord’s books and records and review by an independent certified public accountant, an error is discovered in the Reconciliation Statement and/or Tax Statement, Landlord shall revise the Reconciliation Statement and/or Tax Statement accordingly and any overpayment by Tenant shall be refunded by Landlord to Tenant within thirty (30) days and any underpayment shall be paid by Tenant within thirty (30) days after written demand for payment. Any audit and subsequent adjustment in payment shall be deemed to be conclusive of settlement of the dispute. If Tenant does not notify Landlord of a dispute within one hundred twenty (120) days of receipt of any Reconciliation Statement and/or Tax Statement, Tenant shall be deemed to have accepted Landlord’s Reconciliation Statement and/or Tax Statement.

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improvements made in order to comply with any applicable laws and/or regulations taking effect after the Commencement Date; and (iii) improvements made to improve the health, safety and welfare of the Building and its tenants (including but not limited to those pertaining to sprinklers and fire suppression systems). Any such capital improvements shall be amortized over their respective useful lives on a straight line basis, based on generally accepted accounting principles or such other reasonable basis for determining such useful life, as determined by Landlord’s architect or engineer. Such amortized amount shall include interest at the greater of: (i) seven percent (7%) per annum or (ii) three percent (3%) over the prime rate of interest announced in the Wall Street Journal, as such may change from time to time;

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No item of expense shall be counted more than once either as an inclusion or an exclusion from Operating Costs. Notwithstanding anything to the contrary contained herein, Landlord agrees to cap increases in Controllable Operating Costs to five percent (5%) per year from the previous Operating Year on a cumulative basis. “Controllable Operating Costs”  include all Operating  Costs excluding non-controllable expenses, which include but are not limited to: snow removal, utilities, insurance, nonrecurring items, repairs and maintenance (other than the cost of contracted services for HVAC, elevators, landscaping, cleaning, etc.) and the cost of compliance with any laws, codes, rules, regulations, etc. pursuant to Section 5.03 (f) (xiv) above.

Section 5.04. Payment of Rent or Additional Rent:

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expressly provided herein). Notwithstanding anything to the contrary contained in this Lease, non- recurring items of Additional Rent shall be due and payable by Tenant no later than thirty (30) days after an invoice from Landlord is furnished to Tenant therefor.

Section 5.05. Security Deposit:

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ARTICLE VI. SIGNS.

Section 6.01. Building Directory(s):

Landlord at its cost shall include Tenant’s name on the directory of tenants in the entrance lobby area of the Building and a floor directory of tenants on each of the floors (if applicable). As of the date hereof, both of such directories exist for the Building.

Section 6.02. Tenant Door Signage:

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ARTICLE VII. REPAIRS, ALTERATIONS, COMPLIANCE, SURRENDER.

Section 7.01. Repairs and Maintenance by Landlord:

Landlord shall make or cause to be made necessary repairs, replacements and maintenance to the Common Areas of the Building, and Landlord shall make or cause to be made necessary repairs, replacements and maintenance to the Building or Real Estate including the roof, foundation, floors, exterior walls, windows, any load-bearing interior walls of the Demised Premises; and the electrical, plumbing, HVAC and mechanical systems (except for such systems and fixtures which are located in the Demised Premises and/or serve only the Demised Premises, which shall be Tenant’s sole responsibility), except for any damage to the Building or Real Estate caused by (i) any act, omission or negligence of Tenant, Tenant’s agents or invitees; (ii) the failure of Tenant to perform or comply with any terms, conditions or covenants in this Lease; or (iii) any Alterations, installations, additions or improvements made or to be made by Tenant. Damage set forth in (i), (ii) and (iii) will be repaired by Landlord at Tenant’s reasonable expense. All of Landlord’s repairs, replacements and maintenance shall be as is reasonably customarily provided for Comparable Buildings.

Section 7.02. Repairs and Maintenance by Tenant:

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Section 7.03. Approval by Landlord of Improvements:

After completion of Landlord’s Work and Base Building Work, Tenant may not make alterations, additions or improvements to the Demised Premises (“Alterations”), or any part thereof (other than interior improvements or alterations of a decorative nature which shall not require Landlord’s consent), without the prior written consent of Landlord, not to be unreasonably withheld or delayed, but it shall be deemed reasonable for Landlord to withhold consent if any Alterations would adversely affect the Building Systems and/or the Building’s Structure. The parties agree that the Base Building Work and Landlord’s Work are not Alterations. Prior to starting any work, Tenant furnish Landlord with (i) copies of any plans and specifications (or if no construction permit is required and plans and specifications are not customarily required for work of the kind proposed (such as, for example, painting or other cosmetic alterations), a reasonably accurate description of the work to be performed), (ii) any permits that may be required by law for performing such work or improvements (other than the Certificate of Occupancy) and (iii) copies of certificates of insurance, for the coverage amounts required herein, for each and every contractor and/or vendor performing work in or about the Demised Premises for Tenant. In all events, Landlord shall be permitted to approve, at its sole and absolute discretion, the contractors to be used by Tenant for HVAC work, plumbing work, mechanical work or electrical work, which approval shall not be unreasonably withheld or delayed, provided that such contractors charge commercially reasonable fees. Landlord agrees to respond to any written request for approval of any plans and specifications (and confirmation if same contain Specialty Alterations) and contractors within seven (7) business days after receipt thereof by Landlord. Any permitted Alterations shall be performed lien free, in a good and workmanlike manner and using Building standard or better quality materials in accordance with all requirements of any applicable governmental authority, the terms and conditions of all required insurance policies and any other provisions relating to Tenant’s work herein contained. Tenant’s Alterations shall be performed in such a manner as to cause a minimum of interference with other construction activities currently in progress at the same time in the Building or as to any other tenant’s use or occupancy of their leased premises. Tenant shall reimburse Landlord within thirty (30) days after rendition of a bill for all of Landlord’s actual reasonable out-of-pocket costs incurred in connection with any Alterations, including all management, engineering, outside consulting, and construction fees incurred by or on behalf of Landlord for the review and approval of Tenant’s plan and specifications and for the monitoring of construction of the Alterations. Without Landlord’s prior written consent, Tenant shall not use any portion of the Common Areas in connection with the making of any Alterations. Any Alterations made by Tenant shall become the property of Landlord upon installation and shall remain on and be surrendered with the Demised Premises upon the expiration or sooner termination of this Lease, unless Landlord requires the removal of any such Alterations, which are not customary for a business office (“Specialty Alterations”), and the parties agree that Tenant’s cabling and wiring are not a Specialty Alteration. Notwithstanding anything to the contrary contained herein, Landlord agrees that there are no Specialty Alterations on the Preliminary Space Plan. If Landlord requires the removal of such Specialty Alterations, it shall so notify Tenant at the time of its approval of same (and failing such notice by the Landlord at the time of such approval with respect to any such Alteration, the Tenant shall have no such removal obligation with respect to such Alteration), and Tenant shall at its sole cost and expense, forthwith and with all due diligence (but in any event not later than ten (10) business days after the expiration or earlier termination of the Lease) remove all or any portion of any such Specialty Alterations made by Tenant which are designated by Landlord to be removed (including without

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limitation stairs, if applicable) and repair and restore the Demised Premises in a good and workmanlike manner to their original condition, reasonable wear and tear, casualty and condemnation excepted. Tenant agrees to indemnify, defend and hold Landlord harmless from and against any and all loss, liability, damage cost or expense (including, without limitation, reasonable attorney’s fees, disbursements and court costs) resulting from such work. The foregoing indemnity shall survive the expiration or earlier termination of this Lease. Landlord’s consent to or approval of any Alterations, (or the plans or specifications therefore) shall not constitute a representation or warranty by Landlord, nor Landlord’s acceptance, that the same comply with sound architectural and/or engineering practices or with all applicable laws and insurance requirements, and Tenant shall be solely responsible for ensuring all such compliance.

Section 7.04. Emergency Repairs:

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

Section 7.05. Electrical Lines:

Tenant may not install any electrical equipment that overloads the lines in the Demised Premises, the Building or the Property or which will interfere with the use thereof by other tenants of the Building unless Landlord approves same in the Plans and Specifications or as provided for in Section 7.03 above; provided, however, Landlord agrees to furnish electric service to the Demised Premises equal to the Electric Capacity. If Tenant makes such installation, Landlord may require Tenant, at Tenant’s sole cost and expense, to make whatever alterations and/or repairs are necessary and which are in compliance with the terms and conditions of all required insurance policies and all requirements of applicable governmental authorities. Tenant shall be responsible or liable for all damages anywhere in the Building caused by any electrical overload attributable to Tenant.

Section 7.06. Surrender of Premises:

On the Expiration Date, Tenant shall quit and surrender the Demised Premises together with all alterations, fixtures, (except trade fixtures), installations, additions and improvements which may have been made in or attached thereto, vacant, broom clean, and in good condition and repair, ordinary wear and tear, casualty and condemnation excepted, unless Landlord provides otherwise in writing with respect to Specialty Alterations. On or before the Expiration Date, Tenant at its expense, shall remove from the Demised Premises all of Tenant’s moveable property which is not attached to, or built into, the Demised Premises (including, without limitation Tenant’s furniture, partitions, work stations, and all other personal property of Tenant) except such items thereof as Tenant shall have expressly agreed in writing with Landlord were to remain and to become the property of Landlord, and shall fully repair any damage to the Demised Premises or the Building resulting from such removal. Any moveable personal property of Tenant, or any subtenant or occupant, which shall remain in or on the Demised Premises after the termination of

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this Lease may, at the option of Landlord and without notice, be deemed to have been abandoned by such Tenant, subtenant or occupant, and may either be retained by Landlord as its property or be disposed of, without accountability, in such manner as Landlord may see fit. Tenant shall reimburse Landlord for any reasonable cost or expense incurred by Landlord in carrying out the foregoing. Landlord shall not be responsible for any loss or damage occurring to any such property owned by Tenant or any subtenant or occupant. Tenant’s obligations under this Section 7.06 shall survive the Expiration Date.

ARTICLE VIII. SERVICE AND UTILITIES

Section 8.01. Landlord’s Services:

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difference between the cost of delivery of electricity as of the date of this Lease and any increases in the costs thereof that may occur from time to time. Payment for After Hours Use of services shall be deemed Additional Rent and shall be paid to Landlord monthly, together with Base Rent. Landlord shall not charge Tenant for the cost of any security services which are currently being provided.

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evidence substantiating the foregoing) and Tenant’s failure to stop such excessive use of electric or water within ten (10) business days of such notice, Tenant shall procure the prior written consent of Landlord for the use thereof, which consent shall not be unreasonably withheld or delayed, and if Landlord does consent, Landlord may cause a water meter or electric current meter to be installed so as to measure the amount of such excess water and electric current. The reasonable cost of any such meters shall be paid for by Tenant as Additional Rent. Tenant agrees to pay as Additional Rent to Landlord promptly within thirty (30) days after written demand for payment, the reasonable cost of all such excess water and electric current consumed (as shown by said meters, if any, or, if none, as reasonably estimated by Landlord) at the rates charged for such services by the local public utility or agency, as the case may be, furnishing the same, plus any additional expense incurred in keeping account of the water and electric current so consumed.

Section 8.02. Electricity:

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ARTICLE IX. USE AND OPERATION.

Section 9.01. Use:

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of this type and in compliance with all applicable Laws and insurance requirements. Tenant shall conduct its business in the Demised Premises so as not to create any nuisance or unreasonably interfere with other tenants or Landlord in its management of the Building. Tenant shall not knowingly conduct or permit to be conducted in the Demised Premises any activity, or place any equipment in or about the Demised Premises or the Building, which will invalidate the insurance coverage in effect or materially increase the rate of fire insurance or other insurance on the Demised Premises or the Building; provided, however, Tenant’s Permitted Use in and of itself shall not be deemed to violate this sentence. If any invalidation of coverage or material increase in the rate of fire insurance or other insurance occurs or is threatened by any insurance company due to activity conducted from the Demised Premises, or any act or omission by Tenant, or its agents, employees, representatives, or contractors, and Landlord provides reasonable evidence substantiating the foregoing, such statement or threat shall be conclusive evidence that the material increase in such rate is due to such act of Tenant or the contents or equipment in or about the Demised Premises, and, as a result thereof, Tenant shall be liable for such increase and shall be considered Additional Rent payable with the next monthly installment of Base Rent due under this Lease; provided, however, Tenant’s Permitted Use shall not in and of itself be deemed to violate this sentence. In no event shall Tenant introduce or permit to be kept on the Demised Premises or brought into the Building any dangerous, noxious, radioactive or explosive substance, other than such materials and in such quantities which are normal and customary in office space of this type and in compliance with all applicable Laws and insurance requirements.

Section 9.02. Rules and Regulations:

The rules and regulations in effect as of this date are set forth in Exhibit C annexed hereto, and with any changes made therein by the Landlord if, with respect to any such changes, (i) the Landlord shall have given notice of the particular changes to the Tenant, (ii) such changes shall not materially adversely affect the conduct of the Tenant’s business in the Demised Premises, and (iii) such changes shall not increase the Rent. Tenant shall observe all Rules and Regulations established by Landlord from time to time for the Building and the Property, provided Tenant shall be given at least five (5) days’ notice of any changes therein. Landlord shall not enforce the Rules and Regulations in a discriminatory manner against Tenant.

Section 9.03. Restriction on Tenant’s Activities:

(a)Garbage:    (i)    Tenant shall handle and dispose of all rubbish and garbage in accordance with the Rules and Regulations established by Landlord.

(ii)Landlord shall provide rubbish and garbage removal in accordance with the cleaning specifications incorporated as part of Exhibit D.

(iii)Tenant shall arrange for any rubbish and garbage removal in excess of the quantity to be disposed of by Landlord pursuant to the cleaning specifications set forth in Exhibit D at Tenant’s sole expense.

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may not dispose of any substances therein which may clog, erode or damage the pipelines and conduits of the Demised Premises, the Building or the Real Estate.

Section 9.04. Compliance With Law:

ARTICLE X. TRANSFER OF INTEREST, PRIORITY OF LIEN.

Section 10.01. Assignment and Subletting:

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10.01(k) hereof, sublet or license the Demised Premises or any part thereof or assign this Lease only to an affiliated company of Tenant (such as (1) a parent, division or subsidiary of Tenant, or an entity controlled, controlling or under common control with Tenant, or (2) in connection with a merger or acquisition of Tenant, or (3) to a corporation or other business entity which is the surviving entity resulting from a merger or consolidation with, or other reorganization of, Tenant, its successors or assigns, completed in accordance with applicable statutory provisions for the merger, consolidation  or  reorganization,  provided  that by  operation  of  law  or by  effective provisions contained in the instruments of merger or consolidation, or reorganization the liabilities of the corporations or other business entities participating in such merger, consolidation or reorganization are assumed by the corporation or other business entity surviving such merger, consolidation or reorganization, or (4) to a corporation or other business entity acquiring all or substantially all of the assets of Tenant, or (5) to a corporation or other business entity acquiring all or substantially all of the outstanding stock or other ownership interest of Tenant), provided, however, Tenant shall continue to be liable and responsible for the full performance of all obligations under this Lease.

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For the purposes of this Lease, but except as otherwise provided in Section 10.01(a), a merger, reorganization or dissolution involving Tenant, or any transfer of this Lease by operation of law, shall be deemed to be an assignment of this Lease, and furthermore, the sale, issuance or transfer of any voting capital stock of Tenant or voting capital stock of any corporate entity which directly or indirectly controls Tenant or the sale, issuance or transfer of any interest in any non- corporate entity which directly or indirectly controls Tenant, which sale, issuance or transfer results in a change in the direct or indirect voting control of Tenant, shall be deemed to be an assignment of this Lease, except that the foregoing shall not be applicable to stock which is traded on the New York Stock Exchange, the American Stock Exchange, or any other nationally recognized stock exchange. Except as otherwise provided in Section 10.01(a), if Tenant is a partnership, trust or unincorporated association, then the sale, issuance or transfer of a controlling interest therein or of an interest therein which would result in a change in the voting control of Tenant, or the sale, issuance or transfer of a majority interest in or a change in the voting control of any partnership, trust or unincorporated association or corporation which directly or indirectly controls Tenant, or the sale, issuance or transfer of any portion of any general partnership or managing interest in Tenant or in any such entity, shall be deemed to be an assignment of this Lease.

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and performance. Accordingly, if Tenant defaults beyond any applicable notice and cure period, Landlord may collect annual Base Rent and Additional Rent from the assignee or subtenant, as the case may be, and in either such event, Landlord may apply any amounts so collected to the annual Base Rent and Additional Rent hereunder without thereby waiving any provisions hereof or releasing Tenant from liability for the performance of its obligations hereunder.

(g)Landlord’s consent to any assignment or sublease hereunder shall not be deemed a consent to any further proposed assignment or sublease, which shall be governed by this Section 10.01.

(h)Intentionally omitted.

(i)Upon any request to assign or sublet, the Tenant shall pay to the Landlord the Assignment/Sublet fee of $1,000 to defray Landlord’s (or Landlord’s agent’s) costs at the time any such written request for Landlord’s consent is made by the Tenant. Tenant shall also reimburse Landlord, within twenty (20) days after written demand for payment, for all of Landlord’s (or Landlord’s agent’s) reasonable costs and expenses (including reasonable legal fees) in connection with any proposed assignment or subletting, regardless of whether or not Landlord’s consent is obtained.

(j)Tenant hereby indemnifies, defends and holds Landlord and Landlord’s agents harmless from and against any and all losses, liability, damages, costs and expenses (including reasonable attorneys’ fees) resulting from any claims that may be made against Landlord and/or Landlord’s agents by (i) any assignee or subtenant or proposed assignee or subtenant, or (ii) any brokers or other persons claiming a commission or similar compensation in connection with the assignee or subtenant or the proposed assignment or sublease or termination of this Lease.

(k)Tenant shall pay to Landlord, within ten (10) days of Tenant’s receipt thereof, fifty (50%) percent of the excess profits, if any, of all compensation received by Tenant for a sublet or assignment over the total Rent allocable to the portion of the Demised Premises covered thereby, after deducting the reasonable and customary out-of-pocket transaction costs incurred by Tenant in connection such subletting or assignment.

(l)Tenant may, without Landlord’s prior written consent and without being subject to Landlord’s recapture and profit splitting rights, permit a Space Occupant (as hereinafter defined) to occupy offices and/or to use office space within the Demised Premises, subject, however, to compliance with Tenant’s obligations under this Lease, and provided that (i) the Space Occupants shall not occupy more than ten percent (10%) of the square footage within the Demised Premises in the aggregate, (ii) the portions of the Demised Premises occupied by the Space Occupants shall be physically part of, and not separately demised from, the remainder of the Demised Premises occupied by Tenant, and (iii) no Space Occupant shall have a separate entrance. Tenant shall provide notice to Landlord of a Space Occupant’s occupancy of any portion of the Demised Premises no later than thirty (30) days prior to the date the Space Occupant first takes occupancy within the Demised Premises. Space Occupants shall not have any right or interest in this Lease or the Demised Premises other than a license and their use of the Demised Premises shall be subject to the terms of this Lease including, without limitation, the obligation to provide all insurance as required pursuant to Article XIV of this lease and shall provide Landlord of proof of same prior to taking occupancy. Tenant shall

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cause the Space Occupants to comply with all the terms and conditions of this Lease. Tenant shall not be relieved of any of Tenant’s obligations hereunder on account of any Space Occupant(s) occupying offices or office space within the Demised Premises. As used herein, the term “Space Occupant” means any person that is a service provider to Tenant or otherwise has a bona fide business relationship with Tenant.

Section 10.02. Subordination:

Section 10.03. Attornment:

If the Demised Premises, the Building or the Real Estate are encumbered by a mortgage and such mortgage is foreclosed, or if same are sold pursuant to such foreclosure or by reason of a default under said mortgage, (a) Tenant shall not disaffirm this Lease or any of its obligations hereunder, and (b) at the request of the applicable Mortgagee or purchaser at such foreclosure or sale, Tenant shall attorn to such Mortgagee or purchaser pursuant to the executory terms of this Lease and execute a new lease for the Demised Premises setting forth all of the provisions of this Lease except that the term of such new lease shall be for the balance of the Term.

Section 10.04. Transfer of Landlord’s Interest:

The term “Landlord” as used in this Lease means only the owner or the Mortgagee in possession of the Demised Premises, the Building or the Property for the time being. In the event of any sale of, the Building or the Property, or in the event the Building or Property is leased to any person (subject to this Lease), Landlord shall be and hereby is entirely freed and relieved of all of its covenants, obligations and liability hereunder accruing thereafter. This Section 10.04 shall be applicable to each owner from time to time, and shall not be limited to the first owner of the Building or the Property.

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Section 10.05. Mortgagee’s Rights:

ARTICLE XI. COMMON AREA.

Section 11.01. Use of Common Area:

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

(i)the non-exclusive license to use the Common Area as defined under Section 2.06; and

(ii)the non-exclusive privilege to use the entrance and exit ways designated by Landlord from time to time for access to the Demised Premises from a public street or highway adjacent to the Property through the appropriate entrances and exits so designated.

Section 11.02. Landlord’s Rights:

Notwithstanding anything to the contrary, Landlord shall have the following rights:

(ii)to prohibit parking or passage of motor vehicles in areas previously designated for such and to change the location of exclusively marked parking spaces;

(iii)to temporarily close any of the Common Area for repair, maintenance, alteration or improvements;

(iv)to build additions to the Building or erect additional buildings or improvements, permanent or temporary, on the Common Area;

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(v)to create paths, walks or other means of cross access through the Property to other properties of the Landlord;

(vi)to modify the location of Parking Areas provided any of such modification of the Parking Area is in compliance with the parking requirements of the township.

Landlord agrees that it shall exercise such rights in a manner that minimizes any inconvenience to Tenant and does not unreasonably interfere with Tenant’s ability to occupy, access and use the Demised Premises.

Section 11.03. License Numbers:

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

Section 11.04. Parking Areas:

ARTICLE XII. DESTRUCTION OR DAMAGE.

Section 12.01. Rent Abatement:

If the Demised Premises shall be partially or totally damaged or destroyed by fire or other casualty, the Base Rent and Additional Rent payable hereunder shall be abated to the extent that the Demised Premises shall have been rendered untenantable and for the period from the date of such damage or destruction to the date it is rendered tenantable. Should Tenant reoccupy a portion of the Demised Premises for office use during the period any restoration work is taking place and prior to the date same is made completely tenantable, Base Rent allocable to such portion shall be payable by Tenant from the date of such occupancy.

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Section 12.02. Termination by Landlord:

If the Building shall be damaged or destroyed by fire or other casualty so as to require an expenditure in Landlord’s reasonable opinion of more than 25% of the full insurable value of the Building or if the Demised Premises are completely destroyed or so badly damaged by fire or other casualty that, in Landlord’s reasonable opinion (delivered to Tenant within thirty (30) days after such fire or casualty), repairs to the Demised Premises cannot be completed within one hundred eighty (180) days from the date of the damage or destruction, then in either such case, Landlord may terminate this Lease by giving Tenant written notice within thirty (30) days after the date of the casualty and Tenant’s receipt of Landlord’s notice, specifying the date of termination of this Lease (which shall be no earlier than thirty (30) days after such termination notice). In such event, Tenant shall forthwith quit, surrender and vacate the Demised Premises without prejudice, however, to Landlord’s rights and remedies against Tenant as of the date of termination or as to those rights which survive such termination. In the event of termination, the Base Rent and Additional Rent payable hereunder shall be abated from the date of damage or destruction.

Section 12.03. Landlord’s Obligation to Rebuild:

If all or any portion of the Demised Premises is damaged by fire or other casualty and if Landlord has not elected to terminate this Lease, Landlord shall, within a reasonable time after such occurrence, shall repair or rebuild the Demised Premises or such portion to its condition immediately prior to the Commencement Date reasonable wear and tear excepted. Notwithstanding the above provisions of this Section 12.03, if the restoration of the Demised Premises, as required of the Landlord, is not substantially completed by Landlord within one hundred eighty (180) days after the Landlord’s insurance carrier(s) makes available insurance proceeds for the restoration of the Demised Premises, (as such date may be extended by one day for each day of delay caused by force majeure conditions beyond the control of Landlord and/or which are caused by the Tenant’s and/or any of the Tenant Parties’ physical interference with the Landlord’s repairs and restoration work, or Tenant’s failure to cooperate with the Landlord’s restoration of the Demised Premises), then Tenant shall, have the right, by written notice to the Landlord, to terminate this Lease, and such notice of termination shall be effective and binding on Landlord and Tenant as of sixty (60) days following the giving of such written notice, unless, Landlord substantially completes such repair and restoration work required of Landlord prior to the end of the sixty (60) day period following the giving of such written notice.

Section 12.04. Landlord’s Liability:

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

ARTICLE XIII. CONDEMNATION

Section 13.01. Definitions:

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

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(i)Taking: The deprivation of or damage to the Demised Premises, the Building or the Property or any portion thereof, as the result of the exercise by a governmental authority of any power of eminent domain, condemnation, or purchase under threat thereof.

(ii)Taking Date: With respect to any Taking, the date on which the condemning authority shall have the right to possession of the Demised Premises, the Building or the Property or any portion thereof.

(iii)Award: The proceeds of any Taking, less all expenses in connection therewith, including reasonable attorney’s fees.

Section 13.02. Taking of Demised Premises:

Section 13.03. Taking for Temporary Use:

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

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Section 13.04. Disposition of Awards:

All Awards shall belong to Landlord without any participation by Tenant. Tenant hereby assigns to Landlord any share of any Award, which may be granted to Tenant, except Tenant shall be entitled to make a separate claim with regard to the unamortized cost of any leasehold improvements paid for by Tenant and Tenant’s moving and relocation expenses, provided same does not diminish Landlord’s Award

ARTICLE XIV. TENANT’S INSURANCE.

Section 14.01. General Insurance:

(i)Tenant, at Tenant’s expense, during the Term, shall obtain and keep in full force and effect:

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(4)Umbrella – Umbrella form or Excess liability insurance providing, at a minimum coverage over the commercial general liability insurance policy, referred to in (2) herein, with a limit of not less than $3,000,000 per occurrence and per aggregate.

(ii)Tenant’s insurance policies shall contain a provision that no act or omission of Tenant shall affect or limit the obligation of the insurer to pay the amount of any loss sustained. If Tenant receives any notice of cancellation or any other notice from the insurance carrier which may materially adversely affect the coverage of the insureds under Tenant’s insurance policies, then Tenant shall immediately deliver to Landlord a copy of such notice.

(iii)Tenant shall cause Tenant’s insurance policies to be issued by reputable and independent insurers that are (x) permitted to do business in the State of New Jersey, and (y) rated in Best’s Insurance Guide, or any successor thereto, as having a general policyholder rating of A and a financial rating of at least VII (it being understood that if such ratings are no longer issued, then such insurer’s financial integrity shall conform to the standards that constitute such ratings from Best’s Insurance Guide as of the date hereof).

(iv)Tenant has the right to satisfy Tenant’s obligation to carry Tenant’s property policy and liability policy with a blanket insurance policy if such blanket insurance policy provides, on a per occurrence basis or per location basis, that a loss that relates to any other location does not impair or reduce the level of protection available for the Demised Premises below the amount required by this Lease.

(v)Subject to the provisions of this Section 14.01, Tenant and Landlord shall each obtain an appropriate clause in, or endorsement on, any insurance policy carried by the insured party pursuant to which the insurance companies waive subrogation or consent to a waiver of right of recovery. Tenant and Landlord also each agrees that, having obtained such clauses or endorsements of waiver of subrogation or consent to a waiver of right of recovery, such insured party shall not make any claim against or seek to recover from the other party for any loss or damage to its property or the property of others resulting from fire or other hazards covered by the insured party’s insurance policies; provided, however, that the release, discharge, exoneration and covenant not to sue herein contained shall be limited by and be coextensive with the terms and provisions of the waiver of subrogation clause or endorsements or clauses or endorsements consenting to a waiver of right of recovery.

(vi)If the payment of an additional premium is required for the inclusion of a waiver of subrogation provision as described in Section 14.01(v) hereof, then Tenant or Landlord shall advise the other party of the amount of any such additional premiums and the other party at its own election may, but shall not be obligated to, pay such additional premium. If such other party does not elect to pay such additional premium, then the insured party shall not be required to obtain such waiver of subrogation provision.

(vii)If Tenant or Landlord is unable to obtain the inclusion of such waiver of subrogation provision even with the payment of an additional premium, then such party shall attempt to name the other party as an additional insured (but not a loss payee) under the applicable insurance policy. If the payment of an additional premium is required for naming the other party as an additional insured (but not a loss payee), then such party shall advise the other party of the

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amount of any such additional premium and the other party at its own election may, but shall not be obligated to, pay such additional premium. If the other party does not elect to pay such additional premium or if it is not possible to have the other party named as an additional insured (but not loss payee), even with the payment of an additional premium, then (in either event) such party shall so notify the other party and such party shall not have the obligation to name the other party as an additional insured.

(viii)On or prior to the Commencement Date, Tenant shall deliver to the Landlord appropriate certificates of insurance required to be carried by Tenant pursuant to this Section 14.01, including evidence of waivers of subrogation and naming of additional insureds in either case as required by Section 14.01. Tenant shall deliver to the Landlord evidence of each renewal or replacement of a policy at least ten (10) days prior to the expiration of such policy. If Tenant fails to timely obtain and deliver to the Landlord the aforesaid certificates and evidence, Landlord may, on five (5) days’ notice to Tenant, but shall not be obligated to, purchase all insurance required by Section 14.01(a) of the Lease on behalf of Tenant and add the reasonable cost of such insurance as additional rent payable with the next installment of Base Rent. Tenant’s failure to timely obtain, deliver and/or keep in force and effect the insurance, certificates and evidence shall (y) be regarded as an Event of Default hereunder entitling Landlord to exercise any or all of the remedies provided in this Lease, and/or (z) be deemed a Tenant Delay pursuant to Section 2.3 of Exhibit B-2 if said failure delays Tenant’s occupancy of the Demised Premises following Landlord’s Substantial Completion (as defined in Section 5.1 of Exhibit B-2) of same.

(ix)Landlord shall have the right, at any time and from time to time during the Term, on not less than thirty (30) days’ notice to Tenant, to require that Tenant increase the amounts and/or types of coverage required to be maintained under this Section 14.01 to the amounts or coverages then customary for similar class office buildings in the vicinity of the Building (“Comparable Buildings”).

(x)Intentionally omitted.

(xi)Any contractors performing Alterations for the Tenant in the Demised Premises shall carry commercial general liability insurance and worker’s compensation and disability insurance coverage while performing any such Alterations in the Demised Premises. Such commercial general liability coverage to be maintained by Tenant’s contractors shall be for such limits of liability as reasonably required by the Landlord, but in no event shall be less than $1,000,000 per occurrence with at least a $2,000,000 minimum general aggregate limit. The Landlord and the managing agent shall be named as an additional insured on such commercial general liability policy to be maintained by Tenant’s contractor. Evidence of such required coverage shall be submitted to the Landlord prior to the commencement of any such Alterations by the Tenant. While any such Alterations are continuing in the Demised Premises, such policies shall be non-cancellable without at least ten (10) days written notice to the Landlord.

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ARTICLE XV. INDEMNIFICATION AND LIABILITY.

Section 15.01. Indemnification:

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Section 15.02. Waiver and Release:

Tenant will not be entitled to make, nor will Tenant make, any claim, and Tenant waives any claim, for money damages (nor will Tenant claim any money damages by way of setoff, counterclaim or defense) based upon any claim or assertion by Tenant that Landlord has unreasonably withheld or unreasonably delayed its consent or approval with respect to any provision of this Lease providing for such consent or approval. Tenant’s sole remedy will be an action or proceeding to enforce any such provision, or for specific performance, injunction or declaratory judgment.

Section 15.03. Liability of Landlord:

ARTICLE XVI. DEFAULT, REMEDIES.

Section 16.01. Default:

Each of the following shall constitute an Event of Default:

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(i)the failure of Tenant to pay any Rent, Additional Rent or any other charge required to be paid by Tenant hereunder within (5) business days after Tenant receives notice from Landlord that such payment is overdue (provided, however, that with respect to payments of Rent, Additional Rent or any other charges paid on an installment basis (e.g. Base Rent, Tax Increase Amount, Operating Cost Increase Amount, Tenant’s Electricity Charge) Tenant shall be entitled to only one (1) written notice of such default within any twelve (12) month period, and after the first (1st) written notice in any twelve (12) month period, an Event of Default shall be deemed to occur if Tenant shall fail to pay any such Rent, Additional Rent or any other charge required to be paid by Tenant hereunder or other payment herein provided on an installment basis for within five (5) business days of its due date);

Section 16.02. Landlord’s Remedy:

At any time after the occurrence of an Event of Default, Landlord may give written notice to Tenant specifying such Event(s) of Default and stating that the Lease and the Term shall terminate five (5) business days after the giving of such notice, unless Tenant cures the Event of Default. At the expiration of such five (5) business days, if Tenant has not cured the Event of

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Default, this Lease and the Term and all of the right, title and interest of the Tenant hereunder shall wholly cease and expire, and Tenant shall quit and surrender the Demised Premises to the Landlord. Notwithstanding such termination, surrender, and the expiration of Tenant’s right, title, and interest, Tenant’s liability and responsibility under all of the provisions of this Lease shall continue.

Section 16.03. Landlord’s Re-Entry:

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

Section 16.04. Landlord’s Additional Remedies:

In case of re-entry, repossession or termination of this Lease, whether the same is the result of the institution of summary or other proceedings, Tenant shall remain liable (in addition to accrued liabilities) to the extent legally permissible for: (i) the Base Rent and Additional Rent, and all other charges provided for herein until the date this Lease would have expired had such termination, re-entry or repossession not occurred; and all reasonable expenses which Landlord may have incurred in re-entering the Demised Premises, repossessing the same; making good any Event of Default of Tenant; painting, altering or dividing the Demised Premises; combining or placing the same in proper repair; protecting and preserving the same by placing therein watchmen and caretakers; reletting the same (including attorney’s fees and disbursements, Marshall’s fees, brokerage fees, in so doing); and any reasonable expenses which Landlord may incur during the occupancy of any new tenant; less (ii) the net proceeds of any reletting. Tenant agrees to pay to Landlord the difference between items (i) and (ii) hereinabove with respect to each month, at the end of such month. Any suit brought by Landlord to enforce collection of such difference for any one month shall not prejudice Landlord’s right to enforce the collection of any difference for any subsequent month. In addition to the foregoing, Tenant shall pay to Landlord such sums as the court may adjudge reasonable as attorney’s fees with respect to any successful lawsuit or action instituted by Landlord to enforce the provisions hereof. Landlord hereby agrees that it shall use commercially reasonable efforts to relet the Demised Premises, so as to mitigate the damages otherwise payable by Tenant hereunder; provided, however, in no event shall Landlord be expected to relet the Demised Premises (i) before leasing other available space in the Building, (ii) to a party that is not reasonably creditworthy; or (iii) for a proposed use that is not in keeping with the standards of the Building. Landlord may relet the whole or any part of said Demised Premises for the whole of the unexpired period of this Lease, or longer, or from time to time for shorter periods, for any rental then obtainable, giving such concessions of rent and making such special repairs, alterations, decorations and paintings for any new tenant as it may in its sole and absolute discretion deem

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advisable (all of which, without limitation, Tenant shall be liable for pursuant to this Section 16.04) and may collect and receive the rents therefor.

Section 16.05. Waiver of Right of Redemption:

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

Section 16.06. Landlord’s Right to Perform for Account of Tenant:

If an Event of Default shall occur hereunder, Landlord may, at any time, cure said Event of Default for the account and at the reasonable expense of Tenant. Tenant shall pay, on demand, to Landlord, with interest at the maximum legal rate, if any, otherwise at 18% per year, the amount so paid, expended, or incurred by the Landlord and any reasonable expense of Landlord including reasonable attorney’s fees incurred in connection with such Event of Default; and all of the same shall be deemed to be Additional Rent.

Section 16.07. Additional Remedies, Waivers, etc.:

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

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Section 16.08. INTENTIONALLY OMITTED.

ARTICLE XVII. TENANT’S ESTOPPEL CERTIFICATE.

At any time within fifteen (15) days after written request by Landlord, Tenant shall certify to Landlord, any Mortgagee, assignee of a Mortgagee, any purchaser, or any other person, specified by Landlord, by reasonable written instrument, duly executed and acknowledged, (i) whether or not Tenant is in possession of the Demised Premises; (ii) whether or not this Lease is unmodified and in full force and effect (or if there has been modification, that the same is in full force and effect as modified and setting forth such modification); (iii) whether or not there are then existing set-offs or defenses against the enforcement of any right or remedy of Landlord, or any duty or obligation of Tenant (and if so, specifying the same); (iv) the dates, if any, to which any Rent of other charges have been paid in advance; and (v) such other matters relating to this Lease as may be reasonably requested by Landlord, any Mortgagee or any of their designees.

ARTICLE XVIII. RIGHT OF ACCESS

Landlord may enter upon the Demised Premises, or any portion thereof (with laborers and materials, as required), with notice to Tenant and at reasonable times, for the purpose of: (i) inspecting same; (ii) making such repairs, replacements or alterations which it may be required to perform as herein provided or which it may reasonably deem desirable for the Demised Premises; (iii)showing the Demised Premises to prospective purchasers or lenders; or (iv) showing the Demised Premises to prospective replacement tenants during the last twelve (12) months of the Term (subject to any right of Tenant to renew or extend the Term of Lease); provided that in case of (i)-(iv) (a) Landlord uses commercially reasonable efforts to minimize interference with respect to Tenant’s operations therein and to protect Tenant’s property and personnel from loss and injury; and (b) Tenant shall have the right, except in the case of an emergency, to designate an employee or other representative of Tenant to accompany Landlord, Landlord’s agents, guests and invitees when they enter and access the Demised Premises, and Landlord shall, except in the case of an emergency, comply with said right of Tenant. Should Tenant vacate or abandon the Demised Premises following the expiration or earlier termination of the Term, Landlord may enter upon the Demised Premises, for the purpose of making improvements, repairs, replacements or alterations in order to prepare the Demised Premises for the next tenant.

ARTICLE XIX. COVENANT OF QUIET ENJOYMENT.

Landlord covenants that if Tenant pays the Base Rent, Additional Rent and all other charges provided for herein, performs all of its obligations provided for hereunder, and observes all of the other provisions hereof, Tenant shall, at all times during the Term, peaceably and quietly have, hold and enjoy the Demised Premises, without any interruption or disturbance from Landlord, subject to the terms hereof.

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ARTICLE XX. HAZARDOUS MATERIALS.

Section 20.01. Compliance with Environmental Laws:

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any person relating to Environmental Claims, and such detailed reports of any such Environmental Claim, as may reasonably be requested by Landlord.

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and a copy of same shall be promptly submitted to the Landlord. Tenant shall bear all costs and expenses, including reasonable attorney fees, expert/consultant fees, including those for the LSRP, and costs or expenses of investigation and/or remediation, incurred by Landlord or the Tenant in connection with any actions required of the Tenant to comply with SRRA.

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required by any governmental authority; (ii) contesting, defending, settling or otherwise resolving complaints, directives or other demands by any such governmental authority; (iii) bringing claims against, defending against and settling or otherwise resolving claims brought by, or otherwise establishing liability of or to third parties; and/or (iv) implementing any measures necessary to satisfy the agreements or other terms resulting from any such negotiation, litigation, direction by a governmental authority, or other resolution of such matters.

ARTICLE XXI. TENANT’S BANKRUPTCY

If the Tenant assumes this Lease and proposes to assign the same pursuant to the provisions of any bankruptcy law to any Person who shall have made a bona fide offer to accept an assignment of this Lease on terms acceptable to the Tenant, then written notice of such proposed assignment, setting forth (i) the name and address (in the United States) of such Person, (ii) all of the terms and conditions of such offer and (iii) the adequate assurance to be provided the Landlord to assure such Person’s future performance under this Lease, including the assurance referred to in Section 365(b)(3) of the Bankruptcy Code, shall be given to the Landlord by the Tenant. Any Person, to which this Lease is assigned pursuant to the provisions of any bankruptcy law, shall be deemed without further act or deed to have assumed all of the obligations arising under this Lease on and after the date of such assignment. As part of providing the Landlord with adequate assurance with respect to any proposed assignment in bankruptcy of this Lease, the financial condition and net worth of any such assignee shall, at the time of such assignment, be at least equal or greater than the financial condition of the Tenant as of the Commencement Date of the Lease and/or the anticipated date of such assignment, whichever is greater. Any such assignee shall upon demand sign and deliver to the Landlord an instrument confirming such assumption and such net worth. Nothing contained in this Article shall in any way constitute a waiver of the provisions of this Lease relating to assignment of the Lease pursuant to Section 10.01. The Tenant shall not by virtue of this Article have any further rights relating to assignment of this Lease other than those expressly

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granted in any bankruptcy law. The term “Tenant” as used in this Article includes any trustee, other judicial custodian, government trustee, debtor in possession, receiver, custodian or other similar officer or legal representative of the Tenant. The term “Person” as used in this Article shall mean any individual, corporation, partnership, limited liability company, trust, estate or other form of entity or association.

ARTICLE XXII. INTENTIONALLY OMITTED.

ARTICLE XXIII. TELECOMMUNICATIONS.

Section 23.01. Telecommunications:

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Telecommunication Service providers that service the Building from time to time through the telecommunication closet on the floor of the Building where the Demised Premises are located.

ARTICLE XXIV. WI-FI ACCESS

Section 24.01. Wi-Fi Access:

ARTICLE XXV. MISCELLANEOUS.

Section 25.01. Interpretation:

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25.19 hereof, any reference herein to any extension or renewal of the Term or any period during which Tenant may be in possession after the Expiration Date shall not be deemed to imply that any extension or renewal of the Term is contemplated hereby or that Tenant shall be permitted to remain in possession after the expiration of the Term.

Section 25.02. Construction of Words and Phrases:

Section 25.03. Written Agreement Required:

No amendment, alteration, modification of or addition to the Lease will be valid or binding unless expressed in writing and signed by Landlord and Tenant.

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Section 25.04. Notices:

Every notice, request, consent, approval, waiver or other communication under this Lease shall be deemed to have been given if in writing by (i) registered or certified mail, return receipt requested, postage prepaid, (ii) independent overnight courier (e.g., Federal Express), or (iii) personal delivery, addressed:

Section 25.05. Method of Payment:

Except as otherwise expressly provided herein, Landlord shall have the right to specify the manner of payment of Base Rent and Additional Rent during the Term of this Lease, and all amounts payable under this Lease shall be payable in coin or currency of the United States of America.

Section 25.06. Successors and Assigns:

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

Section 25.07. Tenant:

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

Section 25.08. Hold Over:

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based upon one and one quarter (1.25) times the monthly Rent in effect for the last month of the Term or any renewal periods and the second and third months of any hold over shall be based upon one and one half (1.50) times the monthly Rent in effect for the last month of the Term or any renewal periods.

Section 25.09. Interest and Late Charge:

Section 25.10. Non-Waiver:

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

Section 25.11. Broker:

Tenant and Landlord each represents that there are no broker(s) other than the Broker(s) set forth in Section 1.08, if any, responsible for bringing about or negotiating this Lease. Tenant and Landlord agrees to defend, indemnify, and hold each other harmless from and against any and all claims for brokerage commission or compensation with regard to the Demised Premises by any other broker claiming or alleging to have acted on behalf of or to have dealt with Tenant or

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Landlord, and Landlord agrees to indemnify Tenant in connection with any claims of Brokers. Landlord will pay any fees or commissions due the Broker(s) pursuant to a separate agreement with any such Broker. The provisions of this Section shall survive the expiration or earlier termination of this Lease.

Section 25.12. Not Record the Lease:

Landlord and Tenant agree that neither party shall record the Lease against the Property.

Section 25.13. Tenant Financial Statements:

If Tenant is no longer a publicly traded company, then within ten (10) days of Landlord’s request (but only if Landlord’s request is the result of a request from a prospective purchaser or lender), Tenant shall furnish to Landlord, a copy of its financial statement for Tenant’s fiscal year just ended. Tenant acknowledges that this undertaking is of substantial value to Landlord because Landlord’s rights to such financial statements may affect the availability or cost of Landlord’s financing. The Landlord shall maintain the confidentiality of any such financial statements delivered by the Tenant to the Landlord; provided, however, Landlord may disclose such financial statements to Landlord’s employees, agents, successors, assigns, accountants, attorneys, financial advisors, and actual and potential lenders, investors and purchasers, all in the ordinary course of business provided they sign a commercially reasonable confidentiality agreement. Tenant shall not be required to provide any financial statements that are not typically prepared by Tenant in the ordinary course of its business.

Section 25.14. Mechanics’ Liens:

Tenant shall not do or cause anything to be done whereby the Property may be encumbered by a mechanic’s lien. If any mechanic’s or materialman’s lien is filed against the Property as a result of any additions, alterations, repairs, installations, improvements or any other work or act of Tenant, Tenant shall discharge or bond same within thirty (30) days from the date Tenant receives notice of the filing of the lien. If Tenant shall fail to discharge or bond the lien, Landlord may bond or pay the lien or claim for the account of Tenant without inquiring into the validity of the lien or claim and Tenant shall reimburse Landlord for its reasonable costs within thirty (30) days after written demand for payment.

Section 25.15. Corporate Authority:

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Section 25.16. Force Majeure:

Landlord and Tenant shall not be liable for any delays and other events beyond the reasonable control of such party defined herein as Force(s) Majeure(s), and including, without limitation: acts of God; strikes, lock-outs or other labor difficulty; explosion, sabotage, accident riot or civil commotion; act of war or terrorism; fire or other casualty; requirements of governing authorities or inability to obtain necessary governmental permits and approvals (and the period of any such delay shall be deemed added to the time provided for the performance of any obligation by Landlord or Tenant, except those related to Tenant’s payment of Rent and other sums due under this Lease).

Section 25.17. Blocked Person:

The Landlord and Tenant each warrants and represents to each other that they are not listed on The United States Treasury Department’s Office of Foreign Asset Control’s list of specially Designated National and Blocked Persons.

Section 25.18. Governing Law:

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

Section 25.19. Renewal Option:

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appraiser with the qualifications specified above. This third appraiser shall, within five (5) business days, choose either the determination of Landlord’s appraiser or Tenant’s appraiser and such choice of this third appraiser shall be final and binding on Landlord and Tenant. Each party shall pay its own costs for its real estate appraiser and shall equally share the costs of any third appraiser. As soon as Landlord and Tenant have agreed to the Base Rent for the Renewal Term, the parties shall execute an amendment to the Lease confirming the extension of the Term and the adjusted Base Rent.

(i)Tenant’s timely exercise of this option by providing Landlord its Exercise Notice within the time frame described in paragraph (a) above;

(ii)Tenant shall not be in default under the terms and conditions of this Lease beyond the applicable grace period for the cure thereof at the time Tenant exercises its option;

(iii)Intentionally omitted;

(iv)Tenant shall have no further renewal options other than the option to extend for the Renewal Term set forth in paragraph (a) above; and

(v)Landlord shall have no obligation to do any work with respect to the Demised Premises.

Section 25.20. Tenant’s Licensing Requirements:

Notwithstanding anything to the contrary contained herein, the Landlord shall reasonably cooperate with the Tenant, at no cost expense to Landlord, in the Tenant applying for any applicable governmental incentive award and/or New Jersey licensing requirements in connection with Tenant’s business, including without limitation, the New Jersey Department of Health Wholesale Drug and Medical Device Business Registration, including without limitation, upon notice from Tenant, on or about September 1, 2021, Landlord will (a) permit access to the Demised Premises on a prescheduled day for state inspectors to inspect the Demised Premises, with 2-3 Tenant employees also in the Demised Premises on such inspection day, and (b) prior to such inspection day, Landlord will cooperate with Tenant to provide for the following (1) the entrance to the Demised Premises shall have a secure lock in working order (provided, however, it is understood that the glass entrance door which is ultimately to be used as the entrance door will not be installed by September 1, 2021), (2) the electricity shall be turned on and the electricity and lights shall be working in the Demised Premises, (3) the installation of Tenant’s name on the electronic directory in the Building entrance lobby and/or Tenant may install any temporary door/suite signage; and (4) one of the storage areas in the Demised Premises shall have a locking door accessible by Tenant.

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Section 25.21. Existing Furniture:

At no cost or expense to Tenant, Landlord has agreed to leave, and Tenant has agreed to accept, the existing furniture, an approximate list of which is attached hereto as Exhibit H (the “Furniture”), in the Demised Premises, and Landlord, at its expense, prior to the Commencement Date, will remove any existing furniture not on Exhibit H . The Furniture shall remain in the Demised Premises during the Term of the Lease, and Tenant shall be entitled to use the Furniture at no additional cost. At the end of the Term Tenant shall leave the Furniture in the Demised Premises in the condition which existed on the date hereof, reasonable wear and tear, casualty and condemnation excepted.

Section 25.22. Counterparts; Electric Signatures:

This Lease may be executed in any number of counterparts with the same effect as if all parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart. Any counterpart of this Lease may be executed and delivered by electronic transmission (including, without limitation, e-mail) or by portable document format (pdf) and shall have the same force and effect as an original.

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-----SIGNATURES ON FOLLOWING PAGE-----

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IN WITNESS WHEREOF, Landlord and Tenant have respectively signed and sealed this Lease as of the day and year first above written.

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EXHIBIT ”A”

OUTLINE OR FLOOR PLAN OF DEMISED PREMISES

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Exhibit A

EXHIBIT  “B”

LANDLORD’S WORK

Landlord shall, at its sole cost and expense but not to exceed a cap (the “Landlord’s Cap”) of $15.00 per rentable square foot of the Demised Premises ($206,610.00), provide for design, permitting, oversight and construction of the following Landlord’s Work to the Demised Premises substantially in accordance with the preliminary space plan (the “Preliminary Space Plan”) attached hereto as Exhibit “B-1”, using Building standard quantities and quality of materials and finishes unless otherwise noted below or as shown on the Preliminary Space Plan:

In addition to the foregoing, the former Deloitte reception desk shall be removed and the third floor lobby Common Area shall be renovated to the Building’s new standard lobby specifications.

Landlord’s Work shall be performed in accordance with the provisions of the workletter (“Workletter”) set forth in Exhibit “B-2” attached hereto and made a part hereof.

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EXHIBIT ”B-1”

PRELIMINARY SPACE PLAN

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EXHIBIT ”B-2”

WORKLETTER

1.General.

1.1The purpose of this Workletter is to set forth (i) how Landlord’s Work will be constructed, (ii) who will do the construction of Landlord’s Work, and (iii) who will pay for the construction of Landlord’s Work.

1.2Except as defined in this Workletter to the contrary, all capitalized terms used in this Workletter have the same meanings as the defined terms in the Lease.

1.3The terms, conditions and requirements of the Lease, except where clearly inconsistent or inapplicable to this Workletter, are incorporated into this Workletter.

1.4To the extent required, upon execution of the Lease, Landlord will hire, at its sole cost and expense, Landlord’s architect, who will prepare a set of fileable plans & specifications (“Plans & Specifications”) based on the Landlord’s Work and the Preliminary Space Plan. The Plans & Specifications will be sent to Tenant who will have five (5) business days to either approve the Plans & Specifications or advise Landlord in detail as to the portions of the Plans & Specifications which are not approved; provided, however, that Tenant may only disapprove the Plans & Specifications to the extent they are inconsistent with the Preliminary Space Plan. If Tenant does not respond within such five (5) business day period or does not specify with reasonable detail the reasons for disapproval, then the Plans & Specifications will be deemed approved. If the Tenant timely and otherwise properly disapproves the Plans & Specifications by notice to the Landlord setting forth in reasonable detail the reasons for disapproval, Landlord’s architect shall revise the Plan & Specifications and deliver the revised complete Plans & Specifications to Tenant within five (5) business days of Tenant giving timely notice of its objection to Landlord. In addition, Landlord shall revise and deliver revised complete Plans & Specifications to Tenant within five (5) business days of any governmental authorities’ objections to the Plans & Specifications.

1.5Except for Landlord’s Work and Base Building Work, the Demised Premises shall be delivered to Tenant in “as-is” condition. Other than Landlord’s Work and Base Building Work, any additional work, improvements or upgrades that exceed Landlord’s Cap that Tenant elects to have Landlord complete (“Additional Work”) shall be at Tenant’s sole cost and expense, including, but not limited to: (1) telephone wiring and computer cable installation (including panel location); (2) additional electrical outlets, dedicated lines, light switches or other electrical needs; (3) private security alarm system; (4) supplemental air conditioning, (5) furniture, including any system partitions modular workstations furniture, and (6) any other work not specifically identified above (including any other Early Entry Work set forth in Section 4.2). Tenant shall notify Landlord of any Additional Work it desires to have Landlord complete as Early Entry Work

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pursuant to Section 4.2or as a Change Order pursuant to Section 3 or by the Tenant as to Early Entry Work pursuant to Section 4.2.

1.6Landlord’s Work (unless otherwise specifically provided herein or in the Preliminary Space Plan) and Base Building Work shall consist of the materials, manufactures, design, capacity, quality, finish and color of the standards adopted by Landlord for the Building and, where quantities are specified in the Plans & Specifications or otherwise, such quantities shall include any existing installations to the extent usable and used in the performance of Landlord’s Work and Base Building Work. Whenever possible and practicable, Landlord will use the items and materials designated in the Plans & Specifications for the construction of Landlord’s Work; provided, however, that if Landlord determines in its reasonable judgment that it is not practical or efficient to use such materials, Landlord, upon notice to Tenant, shall have the right to substitute items and materials of comparable quality and utility.

1.7Landlord shall complete Landlord’s Work and Base Building Representations in a good and workmanlike manner in accordance with the Plans & Specifications, subject to any Change Orders, as provided herein, and all applicable laws and regulations. Subject to any Tenant Delay, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord’s Work and Base Building Representations on or prior to December 1, 2021. In the event Landlord does not Substantially Complete the Landlord’s Work and Base Building Representations and obtain a certificate of occupancy for the Permitted Use (or other form of governmental approval permitting Tenant’s occupancy of the Demised Premises for the Permitted Use) by February 1, 2022 (the “Outside Completion Date”), which Outside Completion Date shall be extended on a day- for-day basis for (1) each day of “Force Majeure,” as defined in Section 25.16 of the Lease, (2) for each day of Tenant Delays (as defined in Section 2.3 below), or (3) township delays in approving plans, issuing permits, inspecting work, etc., and as a result, Tenant cannot take occupancy of the Demised Premises for the purpose of conducting its business operations, then Tenant shall be entitled to an abatement of one (1) day of Base Rent for each day of delay beyond the Outside Completion Date until Landlord’s Work and the Base Building Representations are Substantially Complete.

2.Procedures.

2.1Landlord may, without Tenant’s consent but on prior notice to Tenant, make all changes to the Plans & Specifications required by any governmental authorities or to cause the Plans & Specifications to be in compliance with applicable legal requirements.

2.2As soon as reasonably practicable following the execution and delivery of the Lease and completion of the Plans & Specifications, Landlord shall instruct the general contractor or subcontractors engaged by Landlord to commence the construction of the Base Building Work and Landlord’s Work in accordance with sound construction industry practice and procedure, applicable legal requirements and the Plans & Specifications, and subject to Landlord obtaining of all permits and approvals of governmental authorities required under applicable legal requirements for the Base Building Work and Landlord’s Work.

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2.3Reference to the term “Tenant Delay” shall include any and all matters referred as a Tenant Delay in this Exhibit B-2, as well as any delay in the completion of Landlord’s Work due to Change Orders (as defined below), Additional Work requests, Tenant’s delays in giving necessary approvals, installing telephone equipment/computer cabling (including obtaining any low voltage permits that may be required for such installation), installing its workstations or other furniture that requires final electrical inspections, and any other actions or inactions of Tenant that reasonably cause a delay in the Substantial Completion Date as set forth in Section 5.2 (and thus delaying the Commencement Date), but only to the extent that any such act, omission or delay actually delays or impedes the performance of Landlord’s Work beyond the date that Landlord’s Work would have been Substantially Completed but for such act, omission or delay; provided, however, there shall be no Tenant Delay unless Landlord notifies Tenant (which may be by email) of the Tenant Delay at the time of the Tenant Delay.

4.Designation of Tenant’s Construction Agent; Entry by Tenant and Its Agents.

4.1Tenant hereby designates Tristen Herrstrom, (Phone) 1 ###-###-####, x 6510, (Cell) 1 ###-###-####, e-mail: ***@*** as its authorized agent (“Tenant’s Construction Agent”) for the purpose of submitting to Landlord and authorizing any Change Orders and for the purpose of consulting with Landlord as to any and all aspects of Landlord’s Work. Tenant’s Construction Agent shall have the right to inspect the Demised Premises during the course of Landlord’s Work provided Tenant’s Construction Agent shall make a prior appointment with Landlord and/or its contractor at a mutually convenient time. Upon request of Tenant, Landlord agrees to permit Tenant’s Construction Agent to attend meetings (frequency and scheduling of which shall be as determined by Landlord) with Landlord’s architect, engineer, and general contractor for purposes of informing Tenant of the progress of the Landlord’s Work.

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4.2Except as hereinafter provided, neither Tenant nor its agents, employees, invitees or independent contractors shall enter the Demised Premises during the performance of Landlord’s Work and Base Building Work without prior notice to Landlord. Tenant shall have the right to enter the Demised Premises prior to the Substantial Completion of Landlord’s Work and Base Building Work solely for the following purposes: (i) installation of telecommunication and audio/visual wiring and equipment such as installation of Tenant’s telephone, computer, or other data communication wiring and equipment including low voltage electrical required for same, (ii) installation of security and alarm systems including low voltage electrical required for same, (iii) installation of workstations, and (iv) installation of supplemental air-conditioning equipment, generators and other Landlord approved items, in each case as approved by Landlord pursuant to this Lease (collectively, the “Early Entry Work”). If Tenant or its contractor shall enter upon the Demised Premises or any other part of the Building for any purpose prior to the Commencement Date, Tenant shall indemnify and save Landlord harmless from and against any and all obligations, liabilities, causes of actions, damages, losses, costs and expenses (including reasonable attorney’s fees), arising from or claimed to arise as a result of: (i) any act, neglect or failure to act of Tenant or anyone entering the Demised Premised or Building with Tenant’s permission, or (ii) any other reason whatsoever arising out of Tenant’s or its contractor’s entry upon the Demised Premises or Building, except Tenant’s indemnity shall not cover the negligence or willful misconduct of Landlord. Such access to the Demised Premises by Tenant and/or its contractor prior to the Commencement Date shall not be deemed to be use and occupancy by Tenant of the Demised Premises whereby the Tenant shall have taken possession of the Demised Premises for purposes of determining the Commencement Date, but shall otherwise be subject to all of the terms of this Lease, except Tenant does not have to pay Rent during such access. Tenant shall not be charged for the use of the freight elevator or Tenant Electric Charges, during the Tenant’s move into the Demised Premises.

4.3All Early Entry Work shall be coordinated with Landlord’s scheduling requirements and shall be subject to Tenant not interfering with the performance of Landlord’s Work and Base Building Work and/or any other work being performed in the Building at the same time. If the performance by Tenant of the Early Entry Work in the Demised Premises interferes with the performance by Landlord of Landlord’s Work and Base Building Work and/or any other work being performed in the Building at the same time, Landlord shall, notwithstanding the foregoing, have the right to notify Tenant of such interference (which notification may be oral) and Tenant shall immediately discontinue such interference. If the Substantial Completion of Landlord’s Work and Base Building Representations is delayed by reason of interference with the performance of Landlord’s Work and Base Building Representations caused by Tenant performing the Early Entry Work, Landlord’s Work and Base Building Representations shall be deemed to be Substantially Completed for the purposes of determining the Commencement Date as of the date Landlord’s Work and Base Building Representations would have been Substantially Completed but for such Tenant Delay.

4.4Subject to compliance with this Lease, Tenant shall have the right, at Tenant’s sole cost and expense, to install its own access security and other security in the Demised Premises, provided that the Tenant shall provide a sufficient amount of access cards and/or other keys and codes for such system to the Landlord permitting the Landlord to gain access to the Demised Premises and to all rooms and closets therein to enable the Landlord to perform its obligations under this Lease.

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5.1The term “Substantial Completion” or “Substantially Completed” shall mean the completion of Landlord’s Work and Base Building Representations pursuant to the Plans & Specifications (except for Punch List items), including without limitation, the Landlord’s obtaining all required governmental approvals so the Tenant can use and occupy the Demised Premises for the Permitted Uses (including a temporary or permanent Certificate of Occupancy, if required).

5.2Landlord shall notify Tenant of the anticipated date of Substantial Completion of Landlord’s Work and Base Building Representations (the “Substantial Completion Date”) in a notice given at least five (5) business days prior to the Substantial Completion Date stated therein. Landlord and Tenant shall thereupon set a mutually convenient time on or prior to such date for Tenant’s Construction Agent, the Tenant’s architect (if required by the Tenant), Landlord and Landlord’s contractor to inspect the Demised Premises and Landlord’s Work and Base Building Representations, at which time Tenant’s Construction Agent shall prepare and submit to Landlord a list of Punch List items, if any, to be completed. “Punch List” shall mean a list setting forth those faults, defects and omissions in the Landlord’s Work and Base Building Representations, which are in the nature of minor or cosmetic faults, defects and omissions. Upon completion of the inspection, Tenant’s Construction Agent shall acknowledge in writing that Substantial Completion of Landlord’s Work and Base Building Representations have occurred, subject to any Punch List items to be completed as set forth below in Section 5.3. At such time, Landlord’s Work and Base Building Representations shall be deemed to be Substantially Completed and satisfactory in all respects and the Commencement Date shall be deemed to have occurred on the date set forth in Landlord’s notice. If the Substantial Completion Date shall be delayed by reason of any of the matters set forth herein which could constitute a Tenant Delay, the Demised Premises shall be deemed Substantially Completed for the purposes of determining the Commencement Date as of the date that the Demised Premises would have been Substantially Completed but for any such Tenant Delay, as determined by Landlord in its reasonable discretion.

5.3The taking of possession of the Demised Premises by Tenant shall be conclusively deemed that the Demised Premises and the Building were in good and satisfactory condition and that any work to be performed by Landlord was satisfactorily and Substantially Complete, except for latent defects and completion of the Punch List items. The Landlord and the Tenant shall mutually agree upon a Punch List to be prepared by Tenant and Landlord within thirty (30) days following the date Landlord’s Work and Base Building Representations are Substantially Complete. Landlord and its employees, contractors and agents shall have access to the Demised Premises at all reasonable times for the performance of Punch List items and for the storage of materials reasonably required in connection therewith, and Tenant will use all commercially reasonable efforts to avoid any interference with the performance of Punch List items. Landlord shall use reasonable efforts to minimize interference with Tenant’s use and occupancy of the Demised Premises during the performance of Punch List items. There shall be no liability on the part of Landlord, by reason of inconvenience, annoyance or injury to business arising from the performance of Punch List items or the storage of any materials in connection therewith and Tenant shall not be entitled to any abatement of Rent on account therefor. Landlord shall use diligent efforts to complete any Punch List Items within thirty (30) days, or as soon as reasonably practicable following the date the Punch List is prepared.

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6.1Except as expressly set forth herein, Landlord has no other agreement with Tenant and Landlord has no other obligation to do any other work or pay any amounts with respect to the Demised Premises. Any other work in the Demised Premises which may be permitted by Landlord pursuant to the terms and conditions of the Lease shall be done at Tenant’s sole cost and expense and in accordance with the terms and conditions of the Lease.

6.2This Workletter shall not be deemed applicable to any additional space added to the original Demised Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Demised Premises or any additions thereto in the event of a renewal or extension of the initial term of the Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement thereto.

6.3The failure by Tenant to pay any monies due Landlord pursuant to this Workletter within thirty (30) days of the date due shall be deemed an event of default under the Lease for which Landlord shall be entitled to exercise all remedies available to Landlord for nonpayment of Rent and Landlord, may, if it so elects, discontinue construction of Landlord’s Work and Base Building Representations until all such sums are paid and Tenant has otherwise cured such event of default (and any delay in the performance of Landlord’s Work and Base Building Representations resulting therefrom shall be deemed to be a Tenant Delay). All late payments shall bear interest in accordance with Section 25.09 of the Lease.

6.4Upon notice to Tenant, any changes, as may be required by any governmental authority affecting Landlord’s Work and Base Building Work, may be complied with by Landlord in completing Landlord’s Work and Base Building Work and shall not be deemed to be a violation of the Plans & Specifications. Any such corrective work shall be deemed accepted by Tenant.

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EXHIBIT ”C”

RULES AND REGULATIONS

Tenant agrees to comply with the following rules and regulations and with such reasonable modifications thereof and additions thereto as Landlord may make for the Building, it being agreed Landlord shall not be responsible for any non-observance thereof by other tenants.

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equipment or machinery other than that commonly used in a normal office operation without first obtaining the prior written consent of the Landlord.

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regulations or ordinances, nor shall Tenant use any space in the Demised Premises for living quarters, whether temporary or permanent.

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EXHIBIT ”D”

JANITORIAL SERVICES

General Cleaning Office Area

Cleaning Service provided five (5) days per week.

Cleaning hours Monday through Friday, between 5:30 p.m. and before 8:00 a.m. of the following day.

On the last day of the week the work will be done after 5:30 p.m. Friday, but before 8:00 a.m. Monday.

No cleaning on holidays.

Furniture will be dusted and desk tops will be wiped clean. However, desks with loose papers on the top will not be cleaned.

Window sills and baseboards to be dusted and washed when necessary.

Office wastepaper baskets will be emptied nightly.

Cartons or refuse in excess of that which can be placed in wastebaskets will not be removed. Tenants are required to label such unusual refuse and place near wastebaskets.

Cleaners will not remove nor clean non paper tea or coffee cups or mugs or similar containers; also if such liquids are spilled in wastebaskets the wastebaskets will be emptied but not otherwise cleaned (and Tenant shall be responsible for the cleaning of and/or damage to any carpet resulting from any such liquids in wastebaskets).

Vinyl tile floors will be swept daily.

All rugs will be carpet swept nightly.

Carpets will be vacuumed every night.

All closet shelving, coat racks, etc. will be dusted weekly.

Seat cushions on chairs, sofas, etc. will be vacuumed weekly.

Common Area Lavatories

All lavatory floors to be swept and washed with disinfectant nightly.

Tile walls and dividing partitions to be washed and disinfected weekly.

Basins, bowls, urinals to be washed and disinfected daily.

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Mirrors, shelves, plumbing work, bright work, and enamel surfaces cleaned nightly.

Waste receptacles and wash dispensaries to be filled with appropriate tissues, towels, and soap supplied by Landlord.

Main Lobby Elevators, Building Exterior and Corridors

Wipe and wash all floors in main lobby nightly.

Wipe and/or vacuum floors nightly.

Polish or vacuum floors weekly in elevators.

Elevator cab to be wiped daily and thoroughly cleaned and polished weekly.

Lobby walls, glass, etc., to be wiped clean daily and thoroughly cleaned and polished weekly.

Lobby entrance doors, windows to be washed weekly.

Exterior windows will be cleaned when necessary but not less two (2) times per year.

Miscellaneous Services

Sweep sidewalk in front of building entrances daily.

Remove snow and ice from sidewalks when accumulation reaches 3” or more.

Remove snow from parking areas when accumulation reaches 3” or more.

Keep stairways clean at all times.

Keep custodian’s room and mechanical rooms clean and in orderly condition at all times.

Work Excluded

Cleaning services do not include the shampooing of carpet, nor washing nor polishing, nor waxing of furniture, files, cabinets, wastebaskets or other personal property of Tenant. When such work is necessary, Tenant may make necessary arrangements for same directly with Landlord’s cleaning employees.

In addition, Tenant acknowledges that the above cleaning is not medical cleaning and that any additional cleaning, including medical cleaning, shall be the sole responsibility of Tenant.

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EXHIBIT “E”

HOLIDAY SCHEDULE

NEW YEAR’S DAY

MEMORIAL DAY

INDEPENDENCE DAY

LABOR DAY

THANKSGIVING DAY

CHRISTMAS DAY

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EXHIBIT ”F”

LEGAL DESCRIPTION OF LAND

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE TOWNSHIP OF PLAINSBORO, COUNTY OF MIDDLESEX, STATE OF NEW JERSEY AND IS DESCRIBED AS FOLLOWS:

BEGINNING at a point in the Westerly line of College Road East, 100 feet in width, said point bearing the following two courses from a point formed by the intersection of the Northerly prolongation of the Easterly line of said College Road East with the Westerly prolongation of the Southerly line of Research Way 100 feet in width and running thence;

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

Block 701, Lot 8 on the official tax map of the Township of Plainsboro, County of Middlesex, State of New Jersey.

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EXHIBIT H

EXISTING FURNITURE

Chairs

-20 high back chairs in the main conference room

-124 wheeled office chairs

-26 legged chairs

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Desks, Cabinets & Credenzas

-24 large workstations with desk and upper and lower cabinets

-30 small workstations with lower cabinets

-13 office desks and credenzas

-13 office upper cabinets

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Conference Room Tables & Credenzas

-1 large conference room table for 20 chairs and 1 rack of Creston A/V equipment

-1 medium conference room table for 10 chairs and 1 credenza

-1 small conference room table for 8 chairs, 1 credenza and a 55” Samsung TV monitor

-1 A/V presentation room oval table for 8 chairs

-6 small huddle room round tables for 4 chairs and 1 credenza

-1 small huddle room rectangular table for 5 chairs

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File Cabinets

-20 large 5-drawer file cabinets

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-49 small 3-drawer file cabinets

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Appliances

-2 double door stainless refrigerators

-1 dish washer

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