Lease Agreement between the Registrant and Summerville Owner LLC, dated September 16, 2019, as amended

Exhibit 10.10

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

LEASE AGREEMENT

BETWEEN

GPT SUMMERVILLE OWNER LLC

a Delaware limited liability company,

as Landlord

and

THORNE RESEARCH, INC.

an Idaho corporation,

as Tenant

Address of Premises:

Omni Industrial Campus Lot 3, Summerville, South Carolina

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

TABLE OF CONTENTS

i

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

ii

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

LIST OF SCHEDULES

i

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

LEASE AGREEMENT

THIS LEASE AGREEMENT (this “Lease”), dated as of the 29th day of September, 2016 (the “Effective Date”), is made and entered into between GPT SUMMERVILLE OWNER LLC, a Delaware limited liability company (together with its successors and assigns, “Landlord”), having an address at c/o Gramercy Property Trust, 521 Fifth Avenue, 30th Floor, New York, New York 10175, and THORNE RESEARCH, INC., an Idaho corporation (together with its successors and assigns, herein called “Tenant”), having an address at 25820 Highway 2 West, Sandpoint, Idaho 83864.

ARTICLE 1

1.1 Lease of Premises; Acquisition Contingency, Title and Condition.

(a) In consideration of the rents and covenants herein stipulated to be paid and performed by Tenant and upon the terms and conditions herein specified, as of the Commencement Date (as hereinafter defined) unless this Lease is sooner terminated pursuant to Section 1.1(b) below or Sections 2.2 or 3.1 of Exhibit A attached hereto, Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the premises (the “Premises”) consisting of:

(i) those certain parcels of land being commonly known as Omni Industrial Campus Lot 3, Summerville, South Carolina and more particularly described on Schedule A, attached hereto and made a part hereof, consisting of approximately 25.8 acres, together with all of the Landlord’s right, title and interest, if any, in and to (1) all easements, rights-of-way, appurtenances, and other rights and benefits belonging to such parcels of land, and (2) all public or private streets, roads, avenues, alleys, or passageways, open or proposed, on or abutting such parcels of land (collectively, the “Land”); and

(ii) the building to be located and constructed on the Land pursuant to Exhibit A attached hereto and made a part hereof, containing approximately 240,800 square feet of office, processing, storage and distribution space, together with all related nonstructural improvements and utilities to be located on the Premises, landscaping, site work improvement, all as initially described in the Preliminary Plans (as defined in Exhibit A attached hereto) and to be as more particularly shown and described in the Final Project Plans (as defined in Exhibit A attached hereto), together with all machinery, apparatus, equipment, fittings and appliances that are attached (or become attached in connection with its construction pursuant to Exhibit A, except as otherwise provided in Section 8.3) to the building or Land in a manner that such items cannot be removed or severed from the building or Land without causing material damage thereto and that are used in connection with the operation or maintenance of the building or Land, including all electrical, antipollution, heating, lighting (including hanging fluorescent lighting), incinerating, power, air cooling, air conditioning, humidification, sprinkling, plumbing, lifting, refrigeration, cleaning, fire prevention, fire extinguishing and ventilating systems, devices and machinery; and all engines, pipes, pumps, tanks (including exchange tanks and fuel storage tanks), motors, conduits, ducts, steam circulation coils, blowers, steam lines, compressors, oil burners, boilers, doors, windows, loading platforms, lavatory facilities, stairwells, fencing, elevators, racking systems, shelves, power generators, hot water heaters, furnaces and sinks, and the Tenant Improvements (as hereinafter defined) (collectively, the “Building Improvements”).

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

Notwithstanding anything to the contrary in the foregoing, the Premises shall not include Tenant’s business machinery, equipment, removable trade fixtures, motorized vehicles, tools, supplies and materials, security systems, cameras, inventory, stock in trade, pallets and other vehicles, furniture, copiers, computers, printers, scanners and office supplies, and the goods of Tenant’s customers or Tenant’s affiliates and other personal property and materials placed by Tenant or its affiliates or customers in or upon the Premises (collectively, the “Tenant’s Personal Property”), which shall remain the property of Tenant, or its affiliates or customers, as the case may be.

(b) This Lease is made subject to the condition that Landlord acquires fee title to the Premises on or before the Acquisition Deadline (defined below). If Landlord fails to acquire fee title to the Premises on or before the Acquisition Deadline, then this Lease shall be automatically terminated and of no further force or effect (subject, however, to the provisions hereof that expressly survive the termination of this Lease). If this Lease is terminated pursuant to this Section 1.1(b) for any reason other than termination of the Land Contract (defined below) due to a default by Landlord (as buyer), then Tenant shall reimburse Landlord, not later than ten (10) Business Days after receiving Landlord’s written demand (together with all supporting information reasonably requested by Tenant including, without limitation, work product prepared by third party vendors), for all costs and expenses incurred by Landlord in connection with the negotiation, preparation and performance of this Lease and/or Landlord’s acquisition or pursuit of the Premises, including (without limitation), Landlord’s travel and lodging expenses, reasonable attorney’s fees, non-refundable earnest money deposits under the Land Contract, fees, costs and expenses of architects, engineers, design professionals, surveyors and other consultants and contractors for or with respect to Landlord’s investigation of the Premises and preparation of plans and specifications for the improvements to be constructed hereunder, the Development Management G&A fees and Development Reimbursables. As used herein, the (i) “Acquisition Deadline” means September 30, 2016, subject to Landlord’s right to extend the Acquisition Deadline for up to an additional sixty (60) days by notice to Tenant not later than the original Acquisition Deadline, and (ii) the “Land Contract” means that certain Industrial Parcel Purchase and Sale Agreement dated April 19, 2016 between MWV-Omni, LLC, a Delaware limited liability company, as seller, and Clarius Partners, LLC, a Delaware limited liability company (“Clarius”), as buyer, as amended by (1) that certain Amendment to Industrial Parcel Purchase and Sale Agreement effective June 17, 2016, (2) that certain Amendment to Industrial Parcel Purchase and Sale Agreement effective July 13, 2016, (3) that certain Amendment to Industrial Parcel Purchase and Sale Agreement effective August 18, 2016, and (4) that certain Amendment to Industrial Parcel Purchase and Sale Agreement effective August 22, 2016, as assigned by Clarius to Landlord pursuant to that certain Assignment and Assumption of Purchase Agreement dated as of September 29, 2016, as the same may be amended or restated from time to time. Tenant’s obligations under this Section 1.1(b) shall survive the termination of this Lease.

(c) As of the Commencement Date (unless terminated sooner as provided in Section 1.1(b) above or Sections 2.2 or 3.1 of Exhibit A to this Lease), the Premises shall be leased to Tenant in their then present condition without representation or warranty by Landlord (but without limitation upon Landlord’s undertakings pursuant to Exhibit A attached hereto, subject to the existing state of title and any state of facts that an accurate survey or physical inspection might reveal, to all applicable Legal Requirements (as hereinafter defined) in effect as of and at any time after the Commencement Date, to all real estate taxes, assessments and water and sewer charges,

2

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

and to any matter of public record as of the date thereof, together with other easements, rights of way, declarations or other matters of public record contemplated by and consistent with the Final Project Plans (as defined in Exhibit A) or required by any governmental or quasi-governmental authority in connection with the Final Completion (as defined in Exhibit A) of the Building Improvements (collectively, “Development Easements”); provided, however, that in the event that any Development Easements or any other easements, rights of way, covenants, declarations, restrictions or comparable instruments are required or deemed appropriate by Landlord after the Effective Date (as opposed to those that are contemplated by and consistent with the Final Project Plans) that could reasonably be anticipated by Tenant to: (i) be materially detrimental to the proper conduct of the Tenant’s business at the Premises; or (ii) impair the use, occupancy or enjoyment of the Premises for the Permitted Use in any material respect, Landlord shall obtain Tenant’s written consent prior to granting the recordation of the same (which consent shall be granted or denied within ten (10) days of Tenant’s receipt of Landlord’s request therefor and shall not be unreasonably withheld, conditioned or delayed)). After the Commencement Date, Landlord shall not voluntarily record against the Land any easements, rights of way, restrictions, covenants, declarations or other comparable instruments without obtaining Tenant’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that Landlord shall be permitted to record easements, rights of way, restrictions, covenants, declarations or other comparable instruments required by governmental or quasi-governmental authorities without obtaining Tenant’s consent, but will provide Tenant twenty (20) days prior written (or so much notice as is practicable under the circumstances) notice of the same before agreeing to any such instruments (to the extent Landlord has the right to agree) and Tenant shall have the right to contest the same pursuant to Section 2.6.

(d) EXCEPT AS OTHERWISE EXPRESSLY AND SPECIFICALLY SET FORTH HEREIN AND FOR LANDLORD’S OBLIGATION TO ACHIEVE FINAL COMPLETION OF THE BUILDING IMPROVEMENTS IN ACCORDANCE WITH THIS LEASE AND EXHIBIT A ATTACHED HERETO, UPON SUBSTANTIAL COMPLETION OF THE BUILDING IMPROVEMENTS IN ACCORDANCE WITH EXHIBIT A ATTACHED HERETO, THE LEASE OF THE PREMISES SHALL BE ON AN “AS IS” BASIS, IT BEING AGREED THAT TENANT WILL ACCEPT AND LEASE THE PREMISES IN THEIR THEN PRESENT CONDITION, WITH ALL FAULTS. EXCEPT AS OTHERWISE EXPRESSLY AND SPECIFICALLY SET FORTH HEREIN, LANDLORD HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE RELATIVE TO THE PREMISES OR ANY COMPONENT PART THEREOF. EXCEPT AS OTHERWISE EXPRESSLY AND SPECIFICALLY SET FORTH HEREIN AND FOR LANDLORD’S OBLIGATION TO ACHIEVE FINAL COMPLETION OF THE BUILDING IMPROVEMENTS IN ACCORDANCE WITH THIS LEASE AND EXHIBIT A ATTACHED HERETO (WHICH SHALL NOT SURVIVE THE FINAL COMPLETION OF THE BUILDING IMPROVEMENTS IN ACCORDANCE WITH THE TERMS OF THIS LEASE), TENANT ACKNOWLEDGES THAT LANDLORD (WHETHER ACTING AS LANDLORD HEREUNDER OR IN ANY OTHER CAPACITY) HAS NOT MADE AND WILL NOT MAKE, NOR SHALL LANDLORD BE DEEMED TO HAVE MADE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE PREMISES, INCLUDING ANY WARRANTY OR REPRESENTATION AS TO (i) ITS FITNESS, DESIGN OR CONDITION FOR ANY

3

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

PARTICULAR USE OR PURPOSE, (ii) THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, (iii) THE EXISTENCE OF ANY DEFECT, LATENT OR PATENT, (iv) VALUE, (v) COMPLIANCE WITH SPECIFICATIONS, (vi) LOCATION, (vii) USE, (viii) CONDITION, (ix) MERCHANTABILITY, (x) QUALITY, (xi) DESCRIPTION, (xii) DURABILITY, (xiii) OPERATION, (xiv) THE EXISTENCE OF ANY HAZARDOUS SUBSTANCE, HAZARDOUS CONDITION OR HAZARDOUS ACTIVITY OR (xv) COMPLIANCE OF THE PREMISES WITH ANY LAW OR LEGAL REQUIREMENT. TENANT ACKNOWLEDGES THAT THE PREMISES WILL BE OF ITS SELECTION AND TO ITS SPECIFICATIONS AND THAT THE PREMISES WILL HAVE BEEN INSPECTED BY TENANT. THE PROVISIONS OF THIS SECTION HAVE BEEN NEGOTIATED, AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY WARRANTIES BY LANDLORD, EXPRESS OR IMPLIED WITH RESPECT TO ANY OF THE PREMISES, ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT OR ARISING OTHERWISE. NOTWITHSTANDING THE FOREGOING, THE TERMS OF THIS SECTION SHALL BE WITHOUT LIMITATION UPON LANDLORD’S UNDERTAKINGS PURSUANT TO SECTION 1.2(b) HEREOF AND LANDLORD’S INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTION 5.2(b) HEREOF.

Notwithstanding anything contained herein to the contrary, Landlord acknowledges and agrees that: (i) Tenant may make or pursue a claim based upon contract, warranty, tort (including negligence of any nature), or other legal theory against the General Contractor (as defined in Exhibit A) and/or any of the subcontractors of the General Contractor, the developer, the Architect (as defined in Exhibit A), engineers, design professionals, and other consultants and contractors with respect to the construction of the Building Improvements pursuant to Exhibit A and (ii) Tenant may exercise the non-exclusive license rights granted by Landlord to Tenant pursuant to Section 2.5(c) herein, subject to Landlord’s right to enforce the same in the event of any breach, default or failure of performance by Tenant hereunder. Landlord shall use commercially reasonable efforts to secure on behalf of Tenant industry standard (or better) warranties from the General Contractor, its subcontractors, the developer, the Architect, engineers, design professionals, and other consultants and contractors, and at the request of Tenant, reasonably cooperate with Tenant, at Tenant’s sole cost and expense, in pursuing such claims and/or enforcing the Warranties (as defined below).

1.2 Use.

(a) Tenant may use, occupy and enjoy the Premises for, and only for, the Permitted Use (defined hereinafter). “Permitted Use” shall mean the use, occupancy and enjoyment of the Premises as a receiving, warehousing, shipping, manufacturing, development, testing, storage and distribution facility for Tenant’s nutritional supplements and related products, including office operations of Tenant and/or its affiliates (and related ancillary uses, including ATM machines and cafeteria use), or any other lawful use that is not a Prohibited Use (as defined hereinafter) and is approved by Landlord (which approval shall not be unreasonably withheld, delayed or conditioned). As used herein, “Prohibited Use” means a use of all or a portion of the Premises for any of the following: (i) any use or purpose that is prohibited under any recorded restrictions applicable to the Premises or for which the consent or approval of a third-party is required unless such consent is obtained; (ii) any use or purpose that involves the manufacture,

4

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

use, treatment, release, discharge or storage of Hazardous Materials, other than on an incidental basis in accordance with all applicable Legal Requirements (including Environment Laws) in connection with the Permitted Use; (iii) any use or purpose that would require a special use permit or variance (or the equivalent) under local building and zoning regulations unless such special use permit or variance is obtained; (iv) any use or purposes that would result in materially increased insurance premiums for the Premises (as compared to the insurance premiums that would apply to standard manufacturing, warehouse and distributions facilities with ancillary office uses); and (v) any use (other than the Permitted Use) that is inconsistent with the character of the Building Improvements or the industrial campus in which the Premises is located. Landlord and its agents and designees may enter upon and examine the Premises at reasonable times after one (1) business day’s notice to Tenant and show the Premises to prospective purchasers, or mortgagees as long as such examination or showing shall not unreasonably interfere with the business operations of Tenant on the Premises. In no event shall the Premises or any portion thereof be used for any purpose other than a Permitted Use. Tenant shall not use, occupy or permit the Premises to be used or occupied, nor do or permit anything to be done in or on the Premises in a manner that would (i) violate any certificate of occupancy or equivalent certificate affecting the Premises or violate any zoning or other law, ordinance or regulation governing the Premises; or (ii) constitute a public or private nuisance or waste.

(b) Landlord hereby covenants that, so long as Tenant is not then in default of its obligations under this Lease beyond any period for the notice and cure thereof, then Tenant shall peaceably hold and quietly enjoy the Premises subject to the terms of this Lease without interruption by Landlord, or any person, firm or corporation claiming by or through Landlord.

1.3 Lease Term.

(a) The initial term of this Lease (the “Initial Term”) shall be for a period commencing as of the Substantial Completion Date (as defined in Exhibit A attached hereto) (the “Commencement Date”) and expiring on the last day of the calendar month in which occurs the twentieth (20th) anniversary of the Substantial Completion Date (the “Expiration Date”), unless terminated sooner as provided in this Lease, each successive twelve (12) month increment thereof being sometimes referred to herein as a “Lease Year”, except that the first Lease Year shall be the period commencing on the Commencement Date and expiring on the last day of the calendar month in which occurs the first (1st) anniversary of the Commencement Date.

(b) Tenant shall have two (2) successive five (5) year options to extend the Initial Term (each an “Option Term” and collectively, the “Option Terms”) upon the same terms and conditions then in effect, except as expressly otherwise provided herein, exercisable by the delivery of written notice to Landlord by Tenant not less than twelve (12) months prior to the expiration of the Initial Term or the then current Option Term, as the case may be,. The Initial Term and all Options Terms, if applicable, are collectively referred to as the “Lease Term” or the “Term”.

(c) The Base Monthly Rent rate payable during an Option Term shall equal the greater of: (i) the annual Base Monthly Rent payable immediately prior to the commencement of such Option Term multiplied by multiplied by one hundred two and 50/100 percent (102.50%), and (ii) the then Fair Market Rent (as defined below) for the Premises.

5

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

(d) If Tenant exercises an Option Term as provided herein, Landlord shall make the initial determination of the annual Fair Market Rent. Landlord shall notify Tenant in writing (the “FMR Notice”) of Landlord’s determination of the Fair Market Rent within thirty (30) days following receipt of Tenant’s renewal notice. Tenant shall notify Landlord in writing thirty (30) days of its receipt of Landlord’s FMR Notice whether or not it accepts Landlord’s determination of Fair Market Rent. If Tenant accepts Landlord’s determination, the Fair Market Rent shall be final and binding and Landlord shall prepare an amendment to this Lease that amends the Base Monthly Rent to reflect the new Fair Market Rent. Tenant’s failure to respond to Landlord’s FMR Notice within the thirty (30) day period shall be deemed an acceptance by Tenant of Landlord’s determination of Fair Market Rent. If Tenant delivers written notice (“Tenant’s Rejection Notice”) to Landlord within the thirty (30) day period rejecting Landlord’s determination of Fair Market Rent, the Parties agree to negotiate their differences in good faith within thirty (30) days (the “FMR Negotiation Period”) following Landlord’s receipt of Tenant’s Rejection Notice. If the parties fail to agree on a Fair Market Rent within the FMR Negotiation Period, then the parties agree to obtain an appraisal to determine the Fair Market Rent in accordance with the terms and conditions contained below.

(e) Landlord and Tenant each shall, within ten (10) days following the expiration of the FMR Negotiation Period, select an appraiser. Landlord’s appraiser and Tenant’s appraiser shall then, within ten (10) days following their appointment, designate a third appraiser. If the two appraisers cannot agree on the third appraiser within the ten (10) day period, Landlord and Tenant shall promptly make application to a court of competent jurisdiction seated in the county in which the Premises is located, to name the third appraiser. Each of the three appraisers shall: (i) be MAI certified by the Appraisal Institute/a member of the American Institute of Real Estate Appraisers or comparable organization; (ii) be licensed in the State of South Carolina; and (iii) have a minimum of ten (10) years’ experience in the business of appraising or managing commercial real estate or acting as a commercial real estate broker or agent in the vicinity of Summerville, South Carolina.

(f) Within twenty (20) days after his appointment, the third appraiser acting as an expert and not as an arbitrator, shall choose either the appraised value, made by either the Landlord’s appraiser or Tenant’s appraiser and such choice of the third appraiser. The third appraiser shall be limited to awarding only one or the other of the two figures submitted by the parties’ appraisers. In any litigation between the parties in which the determination of the appraiser is at issue, the determination shall be final and binding on the parties unless the court finds that the selected appraised value is clearly erroneous.

(g) For the purposes of this Section, the term “Fair Market Rent” shall mean the rent paid by commercial tenants in the vicinity of Summerville, South Carolina, taking into account: (i) the transaction is an “arm’s length” transaction; (ii) the value of the property is for the land and the improvements located on the land; and (iii) the value is determined as the Premises is currently then being used.

(h) Landlord and Tenant shall each be responsible for the costs of expenses of their own appraisers and shall each be responsible for one-half of the costs and expenses incurred by the third appraiser.

6

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

1.4 Rent.

(a) Tenant shall pay Landlord in advance the Base Monthly Rent (defined hereinafter) commencing on the Base Rent Commencement Date (as defined in Exhibit A attached hereto) and, thereafter, on or before the first day of each succeeding calendar month (the “Payment Dates”). Base Monthly Rent shall be paid to Landlord by wire transfer in immediately available federal funds to the account set forth on Schedule B attached hereto or to such other account or to such address or to such other person as Landlord from time to time may designate to Tenant in writing. “Base Monthly Rent” shall mean an amount equal to 1/12th of the applicable Base Rent determined pursuant to, and in accordance with, Exhibit B attached hereto and made a part hereof (which Base Rent and Base Monthly Rent are subject to determination as described in Exhibit B attached hereto and made a part hereof). If any Payment Date falls due on a day that is not a Business Day, the Base Monthly Rent due and payable on such date shall be due and payable on the next succeeding Business Day without interest or penalty if paid on such succeeding Business Day. A “Business Day” is defined as any day other than a Saturday or Sunday or other day on which the banks in Charleston, South Carolina are authorized or required to be closed.

(b) If the Base Rent Commencement Date occurs on any date which is not the first calendar day of the applicable month, Tenant shall pay Base Monthly Rent on a pro rata basis for such partial calendar month.

(c) All taxes, costs, expenses and other amounts that Tenant is required to pay pursuant to this Lease (other than Base Rent), together with every fine, penalty, interest and cost that may be added for non-payment or late payment thereof, shall constitute additional rent (“Additional Rent”) required to be paid by Tenant on and after the Additional Rent Commencement Date (as defined in Exhibit A attached hereto). Base Rent and Additional Rent are referred to collectively as “Rent”. Subject to Tenant’s rights pursuant to Section 2.6 herein, if Tenant shall fail to pay any such Additional Rent within ten (10) days of receipt of written notice from Landlord that such amounts are due and owing (except that no such written notice shall be required for failure to pay Additional Rent consisting of insurance premiums, real estate taxes or other Impositions (defined hereinafter) that are billed directly to Tenant), Landlord shall have all rights, powers and remedies with respect thereto as are provided herein or by law in the case of non-payment of any Base Monthly Rent and shall, except as expressly provided herein, have the right to pay the same on behalf of Tenant. In such event and in the event that Tenant fails to timely pay any installment of Base Monthly Rent, Tenant shall pay to Landlord interest at a rate (the “Rate”) equal to the prime rate (or base rate) of interest per annum announced from time to time by Citibank, N.A., New York (“Citibank”) (whether or not such rate is actually charged by Citibank to any party, and, if Citibank shall discontinue the practice of announcing its prime rate (or base rate), then the highest rate charged by Citibank on short term, unsecured loans to its most creditworthy large corporate borrowers), plus five percent (5%) per annum; provided, however, if the Premises are then encumbered by an Indenture (defined hereinafter), then the Rate shall be equal to the default rate of interest per annum on Landlord’s financing of the Premises secured by such Indenture, so long as such default rate does not exceed the higher of five percent (5%) above the aforesaid prime (or base) rate or five percent (5%) above the interest rate applicable under the Indenture (but in no event shall the Rate exceed the maximum amount permitted by law), on all overdue Base Monthly Rent from the due date thereof until paid and on all overdue Base Monthly Rent, Additional Rent and other sums due hereunder, in each case paid by Landlord on behalf of Tenant or due from Tenant and unpaid, from the date of payment by Landlord or due date until repaid by Tenant. Tenant shall perform all of its obligations under this Lease at its sole cost and expense, and, shall pay all Rent when due and payable, without offset, notice or demand.

7

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

(d) After the date all or any portion of any installment of Base Monthly Rent is due and not paid, Tenant shall pay Landlord an amount equal to five percent (5%) of the amount of such unpaid installment or portion thereof, provided, however, that with respect to the first late payment of all or any portion of any installment of Base Monthly Rent in any consecutive twelve (12) month period, the late charge shall not be due and payable unless the Base Monthly Rent has not been paid within five (5) days’ following the due date thereof.

(e) Concurrent with each installment of Base Monthly Rent, Tenant shall pay to Landlord or to Landlord’s designee specified in writing to Tenant, an asset management fee equal to One Thousand Two Hundred Fifty and No/100 Dollars ($1,250.00).

1.5 Security Deposit. Tenant agrees to deposit with Landlord, upon Tenant’s execution of this Lease, a security deposit in the amount of Four Million Nine Hundred Thousand and No/100 Dollars ($4,900,000.00) (together with any Letter of Credit and the proceeds thereof, the “Security Deposit”), in the form of an unconditional, irrevocable letter of credit in a form reasonably acceptable to Landlord (“Letter of Credit”), as security for the full and faithful performance by Tenant of each and every term, provision, covenant and condition of this Lease. The Security Deposit shall be held by Landlord during the Lease Term in accordance with the provisions of this Section 1.5. Tenant shall have the right to substitute the Letter of Credit with another letter of credit (that meets the requirements of this Section 1.5) with Landlord’s consent, which consent shall not be unreasonably withheld, conditioned or delayed.

(a) In the event of a sale or financing of the Premises by Landlord, Landlord shall have the right to transfer the Letter of Credit to such purchaser or Lender and upon purchaser’s or Lender’s receipt and acceptance thereof Landlord shall thereupon be released by Tenant from all liability for the return of such Letter of Credit. All fees and charges of the issuing bank to transfer the Letter of Credit or to re-issue the Letter of Credit in the name of the new beneficiary shall be paid for by Tenant. To the extent that the Letter of Credit shall have been actually transferred or delivered by Landlord to a new landlord, Tenant shall look solely to the new landlord for the return of the Letter of Credit and new landlord shall have assumed the obligation to return the same. The provisions hereof shall apply to every transfer or assignment of the Letter of Credit made to a new landlord.

(b) Upon an Event of Default by Tenant, Landlord may present the Letter of Credit for the payment of any sum then due hereunder or which Landlord may expend or be required to expend by reason of Tenant’s breach including, without limitation, any damages or deficiency in the reletting of the Premises, whether such damages or deficiency shall have accrued before or after reentry by Landlord. If any of the Security Deposit shall be so used, applied, drawn down or retained by Landlord at any time or from time to time, Tenant shall promptly, in each such instance, within five (5) days of written demand therefore by Landlord, pay to Landlord such additional sums as may be necessary to restore the Security Deposit to the original amount set forth above, and Tenant’s failure to timely do so shall be deemed an Event of Default. Except as otherwise required by applicable Legal Requirements, Tenant shall not be entitled to any interest on the Security Deposit.

8

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

(c) If Tenant shall fully and faithfully comply with all the terms, provisions, covenants and conditions of this Lease, the Letter of Credit shall be returned to Tenant after all of the following have occurred: (a) the expiration of the Lease Term; (b) Tenant has vacated the Premises; (c) Tenant has surrendered the Premises to Landlord in accordance with this Lease; and (d) Landlord has made, within a reasonable period of time, a final determination of all amounts payable by Tenant hereunder and Tenant has paid same. In the absence of evidence satisfactory to Landlord of an assignment of the right to receive the Letter of Credit, Landlord may return the Letter of Credit to the original Tenant, regardless of one or more assignments of this Lease.

(d) Notwithstanding any provision to the contrary in this Lease, if at any time during the Lease Term, as evidenced by the financial statements delivered by Tenant to Landlord pursuant to Section 6.2(b) of this Lease, (i) Tenant maintains (A) EBITDA (as hereinafter defined) of not less than [***], and (B) annual sales of not less than [***] over four consecutive fiscal quarters then the Security Deposit (and Letter of Credit) required to be maintained by Tenant under this Lease shall be reduced to Two Million Four Hundred Fifty Thousand and No/100 Dollars ($2,450,000.00); or (ii) Tenant maintains (A) EBITDA (as hereinafter defined) of not less than [***], and (B) annual sales of not less than [***] over four consecutive fiscal quarters then the Security Deposit (and Letter of Credit) required to be maintained by Tenant under this Lease shall be reduced to Zero. In addition, if at any time during the Lease Term Tenant achieves, or is merged with an entity that after such merger has, a Required Credit Rating (as hereinafter defined), the Security Deposit (and Letter of Credit) required to be maintained by Tenant under this Lease shall be reduced to Zero. In addition, if Tenant delivers a guaranty in a form reasonably acceptable to Landlord from an entity that purchases Tenant and such entity has a Required Credit Rating (as hereinafter defined), the Security Deposit (and Letter of Credit) required to be maintained by Tenant under this Lease shall be reduced to Zero. “EBITDA” means for the purposes hereof, income from operations plus depreciation, amortization and other non-cash charges incurred during the applicable twelve (12) month period including, without limitation, non-cash impairment charges.

ARTICLE 2

2.1 Net Lease.

(a) This Lease is a net lease and, any present or future law to the contrary notwithstanding, shall not terminate (except as otherwise expressly provided herein and permitted in Section 3.1(c) hereof or Sections 2.2 or 3.1 of Exhibit A attached hereto), nor shall Tenant be entitled to any abatement, reduction, diminution, set-off, counterclaim, defense or deduction with respect to any Base Rent, Additional Rent or other sums payable hereunder, nor shall the obligations of Tenant hereunder be affected, by reason of any of the following that occur on or after the Commencement Date: any damage to or destruction of the Premises or any portion thereof except as otherwise hereinafter expressly provided and permitted in connection with a Major Casualty (as hereinafter provided); any defect in the condition, design, operation or fitness for use of the Premises or any portion thereof; any taking of the Premises or any part thereof by condemnation or otherwise except as otherwise hereinafter expressly provided and permitted in

9

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

connection with a Major Condemnation (as hereinafter provided); any eviction by paramount title or otherwise (except for a breach of Section 1.2(b) above); the impossibility or illegality of performance by Landlord, Tenant or both; any action of any governmental authority (including, without limitation, any condemnation and changes in Legal Requirements, except as otherwise hereinafter expressly provided and permitted in connection with a Major Condemnation (as hereinafter provided)); construction on or renovation of the Premises; subject to Tenant’s rights under any non-disturbance agreement delivered to Tenant pursuant to Section 6.2(d) herein, any foreclosure, trustee’s sale or other exercise of remedies by the holder of an Indenture encumbering Landlord’s interest in the Premises (i.e., any Lender, as hereinafter defined); market or economic changes; or any failure of the Premises to comply with Legal Requirements. Except as otherwise expressly provided herein to the contrary, all costs, expenses and obligations of every kind and nature whatsoever relating to the Premises and the appurtenances thereto and the use and occupancy thereof that may arise or become due and payable during the Lease Term in accordance with the provisions hereof (whether or not the same shall become payable during the Lease Term or thereafter) shall be paid by Tenant. It is the purpose and intention of the parties to this Lease that the Rent due to Landlord hereunder shall be absolutely net to Landlord and that this Lease shall yield, net to Landlord, the Base Rent and other Rent payable to Landlord provided in this Lease. The parties intend that the obligations of Tenant hereunder shall be separate and independent covenants and agreements and shall continue unaffected unless such obligations shall have been modified or terminated pursuant to an express provision of this Lease.

(b) Tenant shall remain obligated under this Lease in accordance with its terms and shall not take any action to terminate (except as otherwise expressly provided and permitted in Section 3.1(c) hereof or Sections 2.2 or 3.1 of Exhibit A to this Lease), rescind or avoid this Lease, notwithstanding any bankruptcy, insolvency, reorganization, liquidation, dissolution or other proceeding affecting Landlord or any action with respect to this Lease which may be taken by any trustee, receiver or liquidator or by any court.

(c) Except as otherwise expressly provided and permitted in Section 3.1(c) hereof or Sections 2.2 or 3.1 of Exhibit A to this Lease, Tenant expressly and specifically waives all rights to terminate or surrender this Lease, or to any abatement, set off or deferment of any Rent. Notwithstanding anything contained herein to the contrary, Tenant has no right hereunder or otherwise to deduct from or setoff against Rent in any circumstance.

2.2 Taxes and Assessments; Compliance with Law.

(a) From and after the Additional Rent Commencement Date and during the Lease Term, Tenant shall pay, prior to delinquency, all “Impositions”, which are defined as: (i) all taxes (including, without limitation, real property taxes, fees in lieu of taxes and those taxes described in (ii) below), assessments, excises, levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees), utility charges, permit and inspection charges, water and sewer rents and charges, and all other governmental charges (including, without limitation, any clawback payments, deficiency payments, and penalty payments arising from the Tenant Incentives (as such term is defined in Section 2.2(c) hereof), general and special, ordinary and extraordinary, foreseen and unforeseen, and any interest and penalties thereon that are, at any time during the Term, imposed or levied upon or assessed against or that arise with respect to (A) the Premises, (B) any Base Rent, Additional Rent or other sums payable hereunder, (C) this Lease

10

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

or the leasehold estate hereby created or (D) the operation, possession or use of the Premises (even if such charge is imposed against Landlord, e.g., real estate taxes, fee in lieu taxes, and assessments); (ii) all gross receipts or similar taxes (i.e., taxes based upon gross income that fail to take into account deductions with respect to depreciation, interest, taxes or ordinary and necessary business expenses, in each case relating to the Premises) imposed or levied upon, assessed against or measured by any Base Rent, Additional Rent or other sums payable hereunder; (iii) all offers, claims and demands (not caused by Landlord) of mechanics, laborers, materialmen and others which, if unpaid, might create a lien on the Premises, (iv) all charges of utilities, communications and similar services serving the Premises; and (v) any amounts payable by or with respect to the Property or the owner of the Property under any Development Easements, declarations, restrictions, easements, rights of way or other comparable recorded instrument (collectively, “Declarations”), including, but not limited to, any regular or special assessments related to such Declarations. Any Imposition relating to a period, a part of which is included within the Lease Term and a part of which is included in a period of time after the Expiration Date (whether or not such Imposition shall be assessed, levied, confirmed, imposed upon or in respect of or become a lien upon the Premises, or shall become payable, during the Term), shall be apportioned between Landlord and Tenant as of the Expiration Date (other than an Expiration Date arising by reason of Tenant’s default), as the case may be, so that Tenant shall pay only that portion of such Imposition which that part of such fiscal period included in the period of time before the Expiration Date bears to such fiscal period, and Landlord shall pay the remainder thereof. Other than in respect of Impositions relating, in part, to a period of time before the Commencement Date, no such apportionment of Impositions shall be made if this Lease is terminated as the result of an Event of Default. However, if, by applicable law, any Imposition may at the option of the taxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same in such installments and shall be responsible for the payment of such installments only, together with applicable interest, if any, provided that all such installment payments together with applicable interest, if any, relating to periods prior to the Expiration Date shall be made prior to the Expiration Date. Tenant shall promptly notify Landlord if Tenant shall have elected to pay any such Imposition in installments. Tenant shall not be required to pay any franchise, estate, inheritance, corporate, transfer, net income or similar tax of Landlord unless such tax is imposed, levied or assessed in substitution for any other tax, assessment, charge or levy that Tenant is required to pay pursuant to this Section 2.2(a), provided, however, that if at any time during the Term, the method of taxation shall be such that there shall be assessed, levied, charged or imposed on Landlord a capital levy or other tax directly on the rents received therefrom, or upon the value of the Premises or any present or any future improvement or improvements on the Premises, then all such levies and taxes or the part thereof so measured or based shall be payable by Tenant, but only to the extent that such levies or taxes would be payable if the Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided. Tenant shall prepare and file all tax reports required by governmental or other authorities which relate to the Impositions. Tenant shall deliver to Landlord proof of payment with respect to real estate taxes, fee in lieu of taxes, and other Impositions no later than five (5) days prior to the last day that payment of such taxes may be made without penalty. Within ten (10) days after Landlord’s request therefor, Tenant shall deliver to Landlord (1) copies of all settlements and notices pertaining to the Impositions which may be issued by any governmental authority, and (2) receipts for payment of all other Impositions. Notwithstanding the foregoing, in the Event of Default, at Landlord’s discretion, Landlord may elect to pay any Impositions directly (rather than having Tenant pay such Impositions) and, in such event, Tenant shall pay the amount thereof to Landlord (or as Landlord otherwise directs Tenant) not later than five (5) business days after notice from Landlord of the amount due.

11

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

(b) Landlord, in its discretion, shall have the sole and exclusive right (but not the obligation) to protest or appeal real estate taxes, fee in lieu of taxes, and assessments applicable to the Premises. Except as expressly approved in writing by Landlord, in advance, which approval shall not be unreasonably withheld, conditioned or delayed, Tenant shall not have any right to protest or appeal any real estate taxes, fee in lieu of taxes, and assessments. If Landlord approves Tenant’s protest or appeal of real estate taxes, fee in lieu of taxes, and assessments, then Tenant shall comply with the reasonable terms and conditions imposed by Landlord with respect to such protest or appeal, including (without limitation): (i) that Tenant complies with the terms and conditions of Section 2.6 regarding permitted contests, (ii) that no protest or appeal of taxes, fee in lieu of taxes, or assessments shall be permitted if it would be prohibited under, or would terminate, reduce or jeopardize, any governmental incentives applicable to the Premises (including, without limitation, any tax increment financing applicable to the Premises), and (iii) if Tenant fails to commence such contest or, having commenced to contest the same, and having deposited such security reasonably required by Landlord for its full amount, shall thereafter fail to prosecute such contest in good faith or with due diligence, or, upon adverse conclusion of any such contest, shall fail to pay such tax, fee in lieu of tax, assessment or charge, Landlord may, at its election (but shall not be required to), pay and discharge any such tax, fee in lieu of tax, assessment or charge, and any interest or penalty thereon, and Tenant shall reimburse Landlord, within five (5) business days after written demand, for any amounts so expended by Landlord (which amounts shall be deemed Rent for all purposes under this Lease). Landlord and Tenant agree to reasonably cooperate with each other in connection with any protest of the real estate taxes and assessments applicable to the Premises. Any refunds of real property taxes or fee in lieu of taxes received by Landlord or Tenant for the tax year in which the Additional Rent Commencement Date occurs shall be prorated. The amount of Real Estate Taxes and fees in lieu of taxes for a calendar year or partial calendar year shall be the amount assessed for such calendar year, even though the payment of such Real Estate Taxes and fees in lieu of taxes may occur in a different calendar year.

(c) Landlord acknowledges that, in connection with Tenant’s operation of the Property, Tenant has obtained, and may from time to time in the future pursue, certain tax and other incentives from the State of South Carolina or any political subdivision thereof, including, without limitation, the incentives provided pursuant to any agreement entered into with a governmental authority providing for a fee-in-lieu-of-tax arrangement (collectively, the “Tenant Incentives”); provided, however, that such Tenant Incentives or pursuit of such Tenant Incentives do not adversely impact any current or future tax incentives obtained by Landlord with respect to the Premises, including without limitation, the current fee-in-lieu-of-tax arrangement currently in place with respect to the Premises (collectively, the “Landlord Incentives”). Landlord hereby agrees to reasonably cooperate with Tenant, at Tenant’s sole cost and expense, to further Tenant’s pursuit and realization of the Tenant Incentives, and to execute, acknowledge (where necessary), and deliver such further documents, and perform such further acts, as may be reasonably necessary to obtain such Tenant Incentives; provided, however, that such Tenant Incentives or pursuit of such Tenant Incentives do not adversely impact any Landlord Incentives. Landlord shall take no action which, to the knowledge of Landlord, will result in any material delay or reduction in the

12

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

Tenant Incentives available to Tenant. Tenant hereby agrees to reasonably cooperate with Landlord, at Tenant’s sole cost and expense, to further Landlord’s pursuit and realization of any Landlord Incentives, and to execute, acknowledge (where necessary), and deliver such further documents, and perform such further acts, as may be reasonably necessary to obtain such Landlord Incentives. Tenant shall take no action which, to the knowledge of Tenant, will result in any material delay or reduction in the Landlord Incentives available with respect to the Premises.

(d) Tenant shall file or cause to be filed, on a timely basis, all property tax returns required in connection with the Property, including, but not limited to, Form SCDOR PT-300 or such comparable form as the South Carolina Department of Revenue may provide. Landlord hereby agrees to reasonably cooperate with Tenant with respect to any such filings, and hereby agrees to execute, acknowledge (if necessary) and deliver such further documents or information, and to perform such further acts, as may be reasonably necessary for any such filings. Landlord shall take no action which would unduly delay Tenant’s filing of any state or local property tax returns pursuant to this Section.

(e) From and after the Commencement Date, Tenant shall comply with and cause the Premises to comply with, and shall cause any subtenant and all Tenant Parties (as hereinafter defined) to comply with, and shall assume all obligations and liabilities with respect to: (i) all statutes, codes, licenses, permits, rules, laws, ordinances and regulations, and other governmental rules, orders and determinations presently in effect or hereafter enacted, made or issued, applicable to the Premises or the ownership, operation, use or possession thereof, including, without limitation, all Environmental Laws (defined hereinafter), the Americans with Disabilities Act and the regulations promulgated thereunder, and all health, building, fire, safety and other codes, ordinances and requirements, in each case as amended, and any judicial or administrative interpretations thereof, including any judicial order, consent, decree or judgment, and (ii) all Declarations in effect or hereinafter binding upon the Premises (subject to the consent rights granted to Tenant pursuant to Section 1.1(c) herein) and (iii) all contracts (including, but not limited to, insurance policies (including, without limitation, to the extent necessary to prevent cancellation thereof and to insure full payment of any claims made under such policies)), agreements, covenants, conditions and restrictions now or hereafter applicable to the Premises or the ownership, operation, use or possession thereof (collectively, “Legal Requirements”).

2.3 Liens. Tenant will not create or permit, and will promptly remove and discharge (by filing the required bonds or satisfying the lien in full) within thirty (30) calendar days of Tenant’s knowledge thereof, any charge, lien, security interest or encumbrance upon the Premises or any Base Rent, Additional Rent or other sums payable hereunder that arise during the Lease Term for any reason, including all liens that arise out of the possession, use, occupancy, construction, repair or rebuilding of the Premises by Tenant or by reason of labor or materials furnished or claimed to have been furnished to Tenant or for the Premises, but not including (a) the Permitted Exceptions and any liens arising from Landlord’s obligations set forth in Exhibit A hereto, (b) any mortgage, charge, lien, security interest or encumbrance created by Landlord without the consent of Tenant (it being agreed that the Indenture, as hereinafter defined, for purposes of this sentence, will be deemed to have been created without the consent of Tenant) and (c) any statutory lien created by a governmental authority in connection with governmental incentives that have been awarded to Landlord with respect to the Premises. Except in connection with the construction activities contemplated pursuant to Exhibit A hereto, nothing contained in

13

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

this Lease shall be construed as constituting the consent or request of Landlord, express or implied, to or for the performance by any contractor, laborer, materialman, or vendor of any labor or services or for the furnishing of any materials for any construction, alteration, addition, repair or demolition of or to the Premises or any part thereof. Notice is hereby given that Landlord will not be liable for any labor, services or materials furnished or to be furnished to Tenant during the Term, or to anyone holding an interest in the Premises or any part thereof through or under Tenant, and that, except in connection with Landlord’s obligations set forth in Exhibit A hereto, no mechanic’s or other liens for any such labor, services or materials shall attach to or affect the interest of Landlord in and to the Premises.

2.4 Indemnification.

(a) Tenant shall defend all actions against Landlord, Lender (as defined in Section 3.3(c)) and any agent, manager, owner, beneficial owner, partner, member, officer, director or shareholder of Landlord or Lender, together with their respective successors and assigns (herein, collectively, “Indemnified Parties”) with respect to, and shall pay, protect, indemnify, defend and save harmless the Indemnified Parties from and against, any and all liabilities, losses, damages, costs, expenses (including reasonable attorneys’ fees and expenses), causes of action, suits, claims, demands or judgments of any nature (collectively, “Claims”) arising from any of the following events or circumstances, but only if such events or circumstances giving rise to such claims or losses occurred during the Lease Term (or prior to the Commencement Date to the extent resulting from the actions or omissions of Tenant or any Tenant Party (as hereinafter defined) in connection with the design, development, construction or completion of the Building Improvements (but without limiting the obligations of Landlord under Exhibit A): (i) injury to or death of any person, or damage to or loss of property, on the Premises or on any portion of the Land or on the adjoining sidewalks, curbs and parking areas connected with the use, condition or occupancy of the Premises, (ii) any use or condition in or on, or possession, alteration, repair, operation, maintenance or management of, the Premises or any portion of the Land or on the adjoining sidewalks, curbs and parking areas by Tenant, Tenant’s agents, employees, representatives, contractors, subcontractors, consultants or invitees (each a “Tenant Party” or collectively, the “Tenant Parties”) or anyone claiming by, through or under Tenant, (iii) any representation or warranty made herein by Tenant being false or misleading in any material respect, (iv) any performance of any labor or services or the furnishing of any materials or other property in respect to the Premises or any portion of the Land or on the adjoining sidewalks, curbs and parking areas by Tenant, any Tenant Parties or anyone claiming by, through or under Tenant, including, but not limited to, the construction of any Tenant Work, (v) any failure of Tenant to pay any taxes, assessments or other charges which Tenant is required to pay under this Lease, (vi) any lien, encumbrance or claim arising on or against the Premises or any portion of the Land or on the adjoining sidewalks, curbs or parking areas by Tenant or anyone claiming by, through or under Tenant under any Legal Requirements or otherwise which Tenant is obligated hereunder to remove and discharge, or the failure by the Premises, the Land, Tenant or any Tenant Parties to comply with any Legal Requirements, (vii) the claims of any invitees, patrons, licensees or subtenants of all or any portion of the Premises or any Person acting through or under Tenant or otherwise acting under or as a consequence of this Lease, (viii) Tenant’s violation of this Lease, (ix) any act or omission of Tenant or its agents, contractors, licensees, subtenants or invitees relating to the use and occupancy of the Premises, (x) any contest referred to in Section 2.6 or (xi) any other matters

14

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

relating to the Premises or this Lease which such matters relate to events or circumstances that occur during the Lease Term (or prior to the Commencement Date to the extent resulting from the actions or omissions of Tenant or any Tenant Party in connection with the design, development, construction or completion of the Building Improvement (but without limiting the obligations of Landlord under Exhibit A)); provided, however, that the indemnification set forth in this Section 2.4 shall not apply to Claims to the extent arising from the acts or omissions of Landlord and/or Landlord’s agents, employees, representatives, contractors, subcontractors, consultants or invitees in connection with the construction activities contemplated by Exhibit A hereto (except that the foregoing shall not apply to Claims under items (iii), (iv), (v), (vii), (viii), (ix) or (x)) or (B) in the event of the gross negligence or willful misconduct of any Indemnified Parties that occur after completion of the construction activities contemplated by Exhibit A hereto; provided, further, that an Indemnified Party shall not be deemed to be grossly negligent, or its conduct deemed to be willful misconduct, for failure to perform an obligation or satisfy a condition required to be performed or satisfied by Tenant pursuant to this Lease. The indemnification obligations in this Section 2.4 shall survive any expiration of this Lease.

2.5 Maintenance and Repair.

(a) Tenant acknowledges that, as of the Substantial Completion Date, (but without limitation upon Landlord’s obligations under Exhibit A to achieve Final Completion) it will have received the Premises in good order and repair. During the Lease Term, Tenant, at its own expense, will maintain all parts of the Premises in good repair and condition, except for ordinary wear and tear (but subject to Landlord’s obligation to achieve Final Completion), and will take all action and will make all structural and non-structural, foreseen and unforeseen and ordinary and extraordinary changes and repairs and replacements which may be required to keep all parts of the Premises in good repair and condition with a reasonable useful life for the Permitted Use, including but not limited to, all necessary structural replacements; provided, however, that Tenant shall not be required to replace the roof upon the expiration of the Lease Term unless the roof is reasonably determined not to be in good working order or to have a useful life of less than five (5) years, except to the extent replacement becomes necessary as a result of damage caused by Tenant or any Tenant Party. Such determination shall be made by a reputable roofing consultant reasonably acceptable to Landlord and Tenant in the final eighteen (18) months of the Term. Without limitation of the foregoing, during the Lease Term, Tenant shall, at Tenant’s sole cost, be solely liable for, and shall provide for, the maintenance, repair, and replacement, as necessary, of all plumbing, heating, refrigeration, air conditioning, ventilating, electrical, lighting facilities and equipment within the Premises, fixtures, interior and exterior walls, the floor, the roof, the inside of exterior walls, ceilings, decking, floors, windows, doors, plate glass and skylights located within the Premises, and signs. Tenant shall, at Tenant’s sole cost and expense, enter into and keep in effect at all times during the Lease Term maintenance and service contracts with respect to HVAC and refrigeration systems at the Premises. During the Lease Term, Tenant shall perform all required landscaping and replacement, repairs and maintenance of the exterior parking areas, sidewalks and truck courts at the Premises and shall repair, at its expense, any damage to the Premises arising out of Tenant’s use or occupancy thereof, including damage caused by bringing into the Premises any property, all regardless of fault, or by whom such damage shall be caused. All repairs, replacements and reconstruction made by or on behalf of Tenant shall be made and performed: (a) at Tenant’s cost and expense (b) by contractors or mechanics that are appropriately

15

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

licensed (if necessary), (c) at least equal in quality of materials and workmanship to the original work or installation and in accordance with the requirements of applicable Warranties (as defined in Exhibit B attached hereto), and (d) in accordance with all Declarations and all applicable laws and regulations of governmental authorities having jurisdiction over the Premises. Landlord shall not be required to maintain, repair, replace or rebuild all or any part of the Premises, other than in connection with the Substantial Completion and Final Completion of the Building Improvements contemplated by Exhibit A.

(b) In the event that, on or after the Commencement Date, Tenant shall alter the Building Improvements, which such alteration shall cause an encroachment upon any property, street or right-of-way adjoining or adjacent to the Premises, or shall violate agreements or conditions affecting the Premises or any part thereof (including any Development Easements), or any Legal Requirements or Insurance Requirements, or shall hinder, obstruct or impair any Development Easements to which the Premises are subject, then, promptly after written request of Landlord (unless such encroachment, violation, hindrance, obstruction or impairment has been approved in writing by Landlord), Tenant shall, at its expense, either (i) obtain valid and effective waivers or settlements of all claims, liabilities and damages resulting therefrom, or (ii) if Landlord consents thereto, make such changes, including alteration or removal, to the Building Improvements and take such other action as shall be necessary to remove or eliminate such encroachments, violations, hindrances, obstructions or impairments.

(c) Landlord hereby grants to Tenant a non-exclusive license to enforce any rights of the Landlord now or hereafter existing under all Warranties, and that are necessary for the maintenance, repair and operation of the Premises (including without limitation the Building Improvements) and the conduct of Tenant’s business therein, subject to Landlord’s right to enforce the same in the event of any continuing breach, default or failure of performance hereunder by Tenant.

2.6 Permitted Contests. Notwithstanding anything contained herein to the contrary (but subject to Section 2.2(b) regarding the protest or appeal of real estate taxes and assessments), Tenant shall have the right, at Tenant’s expense and only if no Event of Default has occurred and is continuing, to contest the existence, amount or validity of any Imposition, lien, encumbrance or Legal Requirement (including, without limitation, the requirement of any governmental or quasi-governmental authority to impose any easement, right of way, covenant, declaration, restriction or comparable recorded instrument against the Premises) and to seek zoning changes, special permits (or amendments thereto) and similar relief for the Premises as necessary or appropriate to ensure Tenant’s use of the Premises for the Permitted Use consistent with this Lease, by appropriate proceedings diligently pursued, and provided that failing to pay such Imposition, lien or encumbrance, performing such Legal Requirement or exercising such rights will not: (1) subject Landlord, Tenant or the Premises to criminal or civil penalties or fines, or prosecution for a crime, or any late fees, delinquency fees or default interest; (2) subject the Premises or any part thereof to being condemned, vacated, forfeited or otherwise impaired, or result in a lien being imposed or assessed against the Premises (unless Tenant files the required bonds to discharge such liens in accordance with state law or satisfies the lien in full); (3) impair the value of the Premises or any portion thereof; or (4) subject the Premises, any portion thereof or interest therein, the Base Rent, Additional Rent or any other sums payable under this Lease or any portion thereof, to sale, forfeiture, interruption or loss by reason of such proceedings; provided, further, that prior to the

16

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

date on which such Imposition or charge would otherwise have become delinquent Tenant shall have given Landlord prior notice of such contest. Landlord shall reasonably cooperate with Tenant in connection with Tenant’s exercise of the rights set forth in the preceding sentence, provided Landlord shall not incur any cost, expense, liability or risk in connection therewith. Tenant shall pay any and all losses, judgments, decrees and costs in connection with the exercise of its rights under this Section 2.6 and shall, promptly after final determination, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable in connection with the exercise of such rights and perform all acts the performance of which shall be ordered or decreed as a result thereof. Any refunds of real property taxes or other Impositions paid or payable to Tenant under this Lease in connection with any contest of taxes or assessments prosecuted by Tenant or Landlord for which Tenant is responsible under this Lease shall be the property of Tenant and, if received by Landlord, such refunds shall promptly be paid over to Tenant. The obligations of Landlord and Tenant under this Section 2.6 shall survive the expiration or sooner termination of this Lease.

ARTICLE 3

3.1 Condemnation and Casualty.

(a) If: (i) the use, occupancy or title of or to the Premises or any part thereof is taken, requisitioned or sold in, by or on account of any actual or threatened eminent domain proceeding or other action by any person having the power of eminent domain (“Condemnation”); or (ii) the Premises or any part thereof is damaged or destroyed by fire, flood or other casualty (“Casualty”), Tenant shall give prompt written notice thereof to Landlord (which notice shall set forth Tenant’s good faith estimates of the cost of repairing or restoring any damage or destruction caused thereby), or, if Tenant cannot reasonably estimate the anticipated cost of restoration, Tenant shall nonetheless give Landlord prompt notice of the occurrence of any such Casualty or Condemnation, and will diligently proceed to obtain estimates to enable Tenant to quantify the anticipated cost of such restoration, whereupon Tenant shall promptly notify Landlord of such good faith estimate. All awards, compensations, and insurance payments on account of any Condemnation or Casualty (net of Tenant’s Loss, as defined herein) are hereinafter collectively called “Compensation”. So long as no Event of Default has occurred and is continuing, Tenant is hereby authorized and empowered, at its cost and expense, to appear in any such proceeding or other action, to negotiate and prosecute (in each case subject to Landlord’s approval as set forth hereinafter) any claim for any award, compensation, insurance proceeds or other payment on account of any such Casualty or Condemnation (it being understood that Landlord shall be entitled, at its own cost, to participate therein and no such proceeding shall be settled without Landlord’s consent, which such consent shall not be unreasonably withheld, conditioned or delayed), and to cause any such award, compensation, insurance proceeds or other payment to be paid to Landlord, except that Tenant shall be entitled to submit a separate claim for any of Tenant’s losses on account of any such Casualty or Condemnation (including without limitation, for interruption or loss of business, moving expenses, for Tenant improvements or for the value of Tenant’s leasehold interest (collectively, “Tenant’s Loss”)) and receive and retain any award applicable thereto. Any final adjustment, settlement or compromise of any such claim shall, however, be subject to the prior written approval of Landlord, which shall not be unreasonably withheld, conditioned or delayed. For so long as an Event of Default exists, Tenant shall not be entitled to adjust, collect or compromise any such claim or to participate with Landlord in any adjustment, collection and

17

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

compromise of any Compensation payable in connection with a Casualty or Condemnation. Tenant agrees to sign, upon the reasonable request of Landlord, all such proofs of loss, receipts, vouchers and releases. All Compensation shall be applied pursuant to the applicable provisions of ARTICLE 3, and all such Compensation (less the reasonable expense of collecting such Compensation) is herein called the “Net Proceeds”; provided, however, that the portion of any Compensation in connection with a Condemnation that is allocable to the loss of value in, or diminution in value of, the Premises (the “Lost Value Award”) shall be promptly paid to Landlord in all events and not included in Net Proceeds. Tenant shall pay all insurance deductibles in connection with any Casualty. Except in the event of a Major Casualty or Major Condemnation, Tenant shall be unconditionally obligated, at Tenant’s sole cost, to repair, restore or replace, as necessary, the Premises after any Casualty or Condemnation irrespective of the availability or sufficiency Net Proceeds.

(b) Except in the event of a termination of this Lease pursuant to Section 3.1(c), Tenant shall have no right to terminate this Lease on the basis of any Casualty or Condemnation or otherwise. If the restoration or replacement of the Premises after a Casualty or Condemnation extends beyond the Expiration Date (except in the event that a Termination Notice (as defined hereinafter) is delivered by Tenant to Landlord prior to the expiration of the Term), this Lease shall continue in effect until such restoration or replacement is complete, except that Tenant shall not be obligated to pay Rent during such period of restoration or replacement after the expiration of the Term; provided, however, that the foregoing shall be without limitation upon Tenant’s obligation to pay the Remaining Rent (as hereinafter defined) in connection with Tenant’s termination of the Lease after a Major Casualty.

(c) In the event of a Major Condemnation (as defined hereinafter) that occurs at any time during the Lease Term or a Major Casualty (as defined hereinafter) that occurs during the last two (2) years of the Lease Term, Tenant shall have the right, at its election, either to (i) rebuild and restore the Premises in accordance with the requirements set forth in Sections 2.5 and 3.4 herein and the Net Proceeds (but not any Lost Value Award) shall be made available to Tenant for such rebuilding and/or restoration pursuant to Section 3.2(e) hereof or (ii) give written notice (the “Termination Notice”) to Landlord within sixty (60) days after such Major Casualty or Major Condemnation of Tenant’s election to terminate this Lease. In the event the Tenant gives a Termination Notice pursuant to the preceding sentence, the Termination Notice shall include a specification of the proposed termination date (the “Lease Termination Date”) and this Lease shall terminate and all Net Proceeds shall be paid to Landlord on the Lease Termination Date (provided, however, that if the Net Proceeds have not yet been paid in connection with the Major Casualty or Major Condemnation as of the Lease Termination Date, the Lease shall not terminate until such later date as all Net Proceeds (other than those specifically relating to Tenant’s Loss) and the Remaining Rent are paid to Landlord). In addition, upon, and as a condition to, any termination of the Lease pursuant to a Termination Notice given under this Section 3.1(c), any Net Proceeds (other than those specifically relating to Tenant’s Loss), if any, payable to Tenant in connection with a Major Casualty or a Major Condemnation shall be paid and belong to the Landlord and the Tenant shall pay to the Landlord on the Lease Termination Date the following: (i) in the event of a Major Casualty, the amount of any deductible or self insured retention with respect to any insurance policies in place at the time of the casualty; (ii) all Rent accrued as of the Lease Termination Date, (iii) all other amounts then due and payable by the Tenant under this Lease (it

18

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

being understood that this Lease shall not terminate until payment of all such sums to Landlord); and (iv) in the event of a Major Casualty, all Rent owing hereunder with respect to the period from and after the Termination Date until the original expiration date of the Lease Term, including, but not limited to, all amounts owing on account of Impositions and Accrued Impositions (collectively, the “Remaining Rent”). Notwithstanding anything contained herein to the contrary, in the event of any termination of this Lease in connection with a Major Casualty, Tenant shall remain obligated to fund and pay to Landlord deficiencies in Net Proceeds in connection with the restoration of the Premises pursuant to Section 3.2(g) and shall promptly remit such amount to Landlord.

(d) A “Major Casualty” shall mean a casualty loss, including damage, by fire or otherwise, to the extent of seventy-five percent (75%) or more of the replacement value of the Premises are damaged or destroyed or to the extent the Premises are rendered untenantable for the conduct of Tenant’s business as reasonably determined by Landlord and Tenant, in either case that occurs during the last two (2) years of the Lease Term only. A “Major Condemnation” shall mean the permanent taking by Condemnation affecting (i) title to all or at least fifty percent (50%) of the floor area of the Premises, or (ii) the principal points of ingress or egress of the Premises to public roadways or the Land connecting such points of ingress or egress to the Building Improvements, such that either (A) Tenant has no reasonable access to public roadways or (B) Tenant shall reasonably determine that there will be a material adverse effect on Tenant’s ability to use the Premises for the Permitted Use, and, in either case, no reasonable, alternative points of ingress or egress can be provided.

3.2 Repair.

(a) If there shall occur a Casualty, or a Condemnation that does not constitute a Major Casualty or a Major Condemnation or there shall be a Major Casualty or a Major Condemnation and Tenant shall not give a Termination Notice under Section 3.1(c), then, this Lease shall nonetheless continue in full force and effect and Tenant shall, at its expense, promptly rebuild, replace or repair the Premises in conformity with the requirements of Sections 2.5 and 3.4 hereof so as to restore the Premises (in the case of Condemnation, as nearly as practicable) to the condition thereof immediately prior to such occurrence, assuming the Premises have been maintained in accordance with the requirements of this Lease (or if the Premises were under construction at such time, to the condition thereof at the time of completion). Tenant’s obligation to rebuild shall apply even if the costs of rebuilding exceed the amount of Net Proceeds. Prior to any such rebuilding, replacement or repair, Landlord and Tenant shall agree on the estimated cost thereof (the “Restoration Cost”). In the event that Landlord and Tenant cannot so agree, Landlord and Tenant shall select a reputable independent architect who is registered or licensed as such in the State of South Carolina, which such architect shall determine the Restoration Cost.

(b) If only part of the Premises is taken or condemned for a public or quasi-public use and Tenant either is not permitted or elects not to terminate this Lease pursuant to Section 3.1(c), Tenant shall restore the Building Improvements upon the Premises to a condition and size as nearly comparable as reasonably possible to the condition and size thereof immediately prior to the taking. In the event that the parties are unable to agree upon the extent of such restoration, either party may submit the issue for arbitration pursuant to the rules then obtaining of the American Arbitration Association and the determination or award rendered by the arbitrator(s) shall be final, conclusive and binding upon the parties and not subject to appeal, and judgment thereon may be entered in any court of competent jurisdiction.

19

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

(c) All of the costs of rebuilding shall be paid out of the Net Proceeds and, if the Net Proceeds are not sufficient, from Tenant’s own funds. Any Net Proceeds remaining after completion of the repairs and rebuilding of the Premises and final payment has been made for such work shall be disbursed to Tenant, except that Landlord shall receive all excess Net Proceeds in connection with a Condemnation and all Loss Value Awards. In the event of any temporary Condemnation, this Lease shall remain in full force and effect and Tenant shall be entitled to the Net Proceeds, if any, allocable to such temporary condemnation, except that such portion of the Net Proceeds allocable to the time period after the expiration or termination of the Lease Term shall be paid to Landlord.

(d) Except in the event of a termination of this Lease pursuant to Section 3.1(c) (and without limitation upon Tenant’s obligation to pay Remaining Rent, if applicable), Tenant’s obligation to pay Rent under the provisions of this Lease shall not be affected, altered or reduced by any Casualty or Condemnation and Tenant’s obligation to continue to pay Base Rent and Additional Rent shall continue notwithstanding any such Condemnation or Casualty.

(e) The full amount of the Net Proceeds shall be paid to and deposited with a depository (the “Depository”) to be selected as hereinafter provided. In addition, within thirty (30) days following any Casualty, Tenant shall be obligated to pay to the Depository the amount of any deductible or self-insured retention with respect to any insurance policies in place at the time of the Casualty and, if applicable, the Additional Deposit (defined below). The Depository shall be (a) Lender or (b) a bank or trust company selected by Landlord and approved by Tenant (so long as an Event of Default does not exist under this Lease and is continuing) and by Lender, which approval shall not be unreasonably withheld or delayed, which has undivided capital and surplus of Two Hundred Million Dollars ($200,000,000) or more. The Depository shall have no affirmative obligation to prosecute a determination of the amount of, or to effect the collection of, any insurance proceeds or condemnation award or awards. Moneys received by the Depository pursuant to the provisions of this Lease shall not be commingled with the Depository’s own funds and shall be held by the Depository in trust, either separately or with other trust funds. The Depository shall place any moneys held by it into an interest bearing account; and the interest paid or received by the Depository on the moneys so held in trust shall be added to the moneys so held in trust. The Depository shall not be liable or accountable for any action taken or suffered by the Depository or for any disbursement of moneys made by the Depository in good faith in reliance on advice of legal counsel. In disbursing moneys pursuant to Section 3.2(f), the Depository may rely conclusively on the information contained in any notice given to the Depository by Tenant in accordance with the provisions of said Section 3.2(f), unless Landlord shall notify the Depository in writing within ten (10) business days after the giving of any such notice that Landlord intends to dispute such information, in which case the disputed amount shall not be disbursed but shall continue to be held by the Depository until such dispute shall have been resolved by agreement of the parties. In the event of any Event of Default by Tenant hereunder after a Casualty or Condemnation and prior to the completion of any rebuilding or restoration, remaining Net Proceeds shall be disbursed to Landlord or Lender (as directed by Landlord) to be applied as determined by Landlord (which release and application shall be without limitation upon Tenant’s restoration and rebuilding obligations).

20

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

(f) Except as otherwise agreed in writing by Landlord and, if applicable, all Lenders, the Depository shall disburse funds only in accordance with the following conditions:

(i) prior to commencement of restoration, the architects, contracts, contractors, plans and specifications for the restoration shall have been approved by Landlord within ten (10) days of Landlord’s receipt of Tenant’s request for such approval, which such approval shall not be unreasonably withheld, conditioned or delayed;

(ii) at the time of any disbursement, no Event of Default shall exist and be continuing and no mechanics’ or materialmen’s liens shall have been filed against any of the Premises and remain undischarged (either by filing the required bonds or satisfying the liens in full);

(iii) disbursements shall be made from time to time in an amount not exceeding the cost of the work completed since the last disbursement, upon receipt of: (A) satisfactory evidence, including architects’ certificates, of the stage of completion, the estimated total cost of completion and performance of the work to date in a good and workmanlike manner in accordance with the contracts, plans and specifications; (B) discharges of liens; (C) a satisfactory bringdown of title insurance and (D) other evidence of cost and payment reasonably requested by Landlord so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed, in place and free and clear of mechanics’ and materialmen’s lien claims;

(iv) each request for disbursement shall be accompanied by a certificate of Tenant, signed by the president, vice president or other authorized signatory of Tenant, describing the work for which payment is requested, stating the cost incurred in connection therewith, stating that Tenant has not previously received payment for such work and, upon completion of the work, also stating that the work has been fully completed and complies with the applicable requirements of this Lease;

(v) Sufficient Net Proceeds remain to complete the restoration of replacement as determined by Landlord, and, if sufficient funds do not remain, Tenant shall have posted the necessary Additional Deposit (as hereinafter defined) in accordance with paragraph (g) below.

(vi) Landlord may retain all retainage amounts under construction contracts until the restoration is substantially completed;

(vii) each request by Tenant for a disbursement from Depository shall be made on not less than fifteen (15) Business Days’ prior notice to Depository and Landlord and shall be accompanied by the certificate referenced in (iv) above, including documentation reasonably evidencing satisfaction of (i) and (iii) above. Notwithstanding anything contained in this Section 3.2(f) to the contrary, if Landlord shall in good faith desire to dispute the information contained in any request by Tenant for a disbursement, Landlord shall so notify Tenant and the Depository in writing within ten (10) Business Days after Landlord has received such notice, specifying the amount intended to be disputed and the nature of the dispute. After such ten (10) Business Day period has elapsed, if Landlord has not disputed the information contained in

21

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

Tenant’s notice, the Depository shall promptly disburse to Tenant out of the Net Proceeds the amount of such requested costs and expenses. If Landlord disputes the information contained in Tenant’s notice, such dispute shall be promptly resolved by agreement of the parties and any undisputed amount shall be released to Tenant.

(g) Prior to commencement of restoration and at any time during restoration prior to any additional disbursement, if the estimated cost of restoring the Premises (taking into account the Restoration Cost and any changes to the nature and scope of construction costs agreed upon between Landlord and Tenant subsequent to the determination of the Restoration Cost) exceeds the amount of the Net Proceeds available for such restoration, the amount of such excess shall, upon demand by Landlord, be paid by Tenant to the Depository. Any sum so added by Tenant which remains in the Restoration Fund upon completion of restoration shall be refunded to Tenant.

(h) Notwithstanding any other provision of this Section 3.2, if (i) the Restoration Cost is less than Five Hundred Thousand Dollars ($500,000.00) with respect to any one casualty or partial condemnation and (ii) no Event of Default has occurred and is continuing, then Tenant may apply for and receive the Net Proceeds directly from the insurer or payor thereof (and Landlord shall advise such insurer or payor to pay over such proceeds directly to Tenant), provided that Tenant shall promptly and diligently commence and complete such Work in a good and workmanlike manner and shall promptly pay any Loss Value Award to Landlord.

3.3 Insurance.

(a) Subject to Section 3.3(g), upon Substantial Completion of the Building Improvements, Tenant will maintain insurance on the Premises of the following character:

(i) Insurance with respect to the Building Improvements against all perils included within the classification “All Risk of Physical Loss” pursuant to a special form property insurance policy, covering such risks as shall be customarily insured against with respect to improvements similar in construction, location and use including by way of example, wind, hail, sprinkler leakage, debris removal, cost of demolition, fire, malicious mischief, water damage, boiler and machinery explosion or damage and the like, with extended coverage, and in amounts not less than 100% of the actual replacement cost of the Building Improvements (exclusive of foundations and excavations), without regard to depreciation. Such policies shall contain a replacement cost endorsement, an agreed amount endorsement, a law and ordinance endorsement, and shall contain deductibles not more than $10,000.00 per occurrence (except with respect to wind, flood and earthquake coverage, which such coverages may contain higher deductibles at commercially reasonable levels available to Tenant in the market for properties similar to the Premises). If any of the Building Improvements constitute a legal non-conforming structure under applicable building, zoning or land use laws, the law and ordinance coverage will contain insurance substantially identical to the following insurance now available: Coverage A: “Loss Due to Operation of Law” (with a minimum liability sublimit equal to $1,000,000.00 with a waiver of any co-insurance provisions or an Agreed Value Endorsement), Coverage B: “Demolition Cost” and Coverage C: “Increased Cost of Construction” coverages. Landlord (or, at Landlord’s direction, any Lender or Depository) shall be named as loss payee on the policies required to be maintained pursuant to this Section 3.3(a)(i), subject to the terms of Section 3.2.

22

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

(ii) Commercial general public liability insurance insuring Landlord, Lender and Tenant against all claims for damages to person or property or for loss of life or of property occurring upon, in, or about the Premises, in limits of at least $1,000,000.00 combined single limit for bodily injury or death to any one person and property damage, $2,000,000.00 general aggregate for bodily injury or death to any number of persons and for property damage in respect of any one accident or occurrence, and $10,000,000.00 umbrella coverage for bodily injury or death and property damage, all with deductible amounts not exceeding $10,000.00.

(iii) Worker’s compensation insurance in the statutory minimum amounts.

(iv) Insurance against loss or damage from (A) leakage of sprinkler systems and (B) explosion of steam boilers, air conditioning equipment, pressure vessels or similar apparatus now or hereafter installed at the Premises, in an amount not less than replacement cost. Landlord shall be named as loss payee on the policies required to be maintained pursuant to this Section 3.3(a)(iv).

(v) The insurance coverage provided for herein shall also insure against loss or damage resulting from acts of terrorism, upon terms and conditions approved by Landlord.

(vi) During any period after the Commencement Date during which construction is conducted on the Premises and during which period the construction and materials are not covered by the existing policies, premium prepaid insurance policies covering the Premises (which during construction shall be on an “All-Risk” perils, including theft, “Builder’s Risk,” “Completed Value”, non-reporting form) in amounts equal to the replacement costs of the Building Improvements and worker’s compensation, employers’ liability, commercial auto liability, and commercial general liability insurance (including contractual liability and completed operations coverage) for each general contractor written on a 1986 standard “ISO” occurrence basis form or equivalent and excess umbrella coverage, carried during the course of construction, with general liability insurance limits as set forth in clause (ii) above.

(vii) Business income/interruption insurance to include loss of rents at limits sufficient to cover one hundred percent (100%) of the annual Base Rent and Additional Rent payable to Landlord with a period of indemnity not less than twelve (12) months from time of loss. Such insurance shall name Landlord as loss payee solely with respect to Base Rent and Additional Rent payable to or for the benefit of Landlord under this Lease.

(b) Subject to subsection (g) of this Section 3.3: (i) the insurance policies required herein shall be issued by companies authorized to transact business in the state in which the Premises are located and having an Alfred M. Best Company rating of “A:X” or better (except that with respect to worker’s compensation insurance an Alfred M. Best Company rating of A- or better is acceptable) and (b) no insurance policy maintained by Tenant hereunder shall provide for a deductible or self-insured retention in excess of One Hundred Thousand Dollars ($100,000.00), except for the deductibles or self-insured retention for: (X) workers compensation coverage, which will have no maximum, and (Y) wind, flood and earthquake coverages, which such coverages may

23

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

contain sublimits and higher deductibles at commercially reasonable levels available to Tenant in the market for properties similar to the Premises. Tenant shall, promptly upon receipt (but in any event prior to the expiration date of any of the insurance policies required to be maintained pursuant to this Lease), deliver to Landlord certificates of insurance evidencing such renewals and, upon request by Landlord, provide evidence of the payment of premiums.

(c) Every such policy (other than any general public liability or worker’s compensation policy) shall bear a mortgagee’s loss payable clause and/or a mortgagee endorsement in favor of the mortgagee or beneficiary (whether one or more, the “Lender”) under each mortgage, deed of trust or similar security instrument creating a lien on the interests of Landlord in the Premises (whether one or more, the “Indenture”).

(d) All such insurance (other than any worker’s compensation policy) shall be endorsed to provide that:

(i) such insurance will not be canceled or amended except after ten (10) days’ written notice to Landlord and Lender in the event of cancellation for non-payment and thirty (30) days’ written notice to Landlord and Lender in the event such insurance will be canceled for any other reason;

(ii) Landlord and Lender are each an additional insured on each liability policy with the understanding that any obligation imposed upon the insured (including, without limitation, the liability to pay premiums, but excluding any obligation of the insured to cooperate with any insurer or any insurer’s representative in the investigation, defense or settlement of any claim covered under such insurance) shall be the sole obligation of Tenant and not that of any other insured;

(iii) the interests of the Lender shall not be invalidated by any action or inaction of the Landlord, Tenant or any other person, and such insurance shall insure the Lender regardless of any breach or violation by the Tenant, the Landlord or any other person of any warranties, declarations or conditions contained in the policies relating to such insurance or application therefor;

(iv) the interests of Landlord shall not be invalidated by any action or inaction of the Tenant or any other person, and such insurance shall insure the Landlord regardless of any breach or violation by the Tenant or any other person of any warranties, declarations or conditions contained in the policies relating to such insurance or application therefor;

(v) except with respect to worker’s compensation and automobile insurance, the insurer thereunder waives all rights of subrogation against the Lender and Landlord and waives any right of set-off and counterclaim and any other right of deduction, whether by attachment or otherwise;

(vi) such insurance shall be primary without right of contribution from any other insurance carried by or on behalf of the Tenant or the Landlord or the Lender or any other person with respect to its interest in the Premises;

24

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

(vii) all terms, conditions, insuring agreements and endorsements, with the exception of limits of liability, shall operate in the same manner as if there were a separate policy covering each insured; and

(viii) all insurance proceeds payable under any policy of insurance with respect to the Premises shall be paid directly to Tenant pursuant to Section 3.2(h) or Landlord pursuant to Section 3.1.

(e) Tenant shall pay as they become due all premiums for the insurance required by this Section 3.3 and maintain all such policies in good standing, shall renew or replace each policy. Tenant shall in all events provide current certificates of insurance evidencing such coverages to Landlord and Lender.

(f) At Landlord’s request, Tenant shall deliver to Landlord and Lender copies of the applicable insurance policies and original or duplicate certificates of insurance, satisfactory to and permitting reliance thereon by Landlord and Lender, evidencing the existence of all insurance which is required to be maintained by Tenant hereunder, such delivery to be made (i) upon the execution and delivery hereof and (ii) at least ten (10) days prior to the expiration of any such insurance. In the event of any transfer by Landlord of Landlord’s interest in the Premises or any financing or refinancing of Landlord’s interest in the Premises, Tenant shall, upon not less than ten (10) days’ prior written notice, deliver to Landlord or any Lender providing such financing or refinancing, as the case may be, certificates of all insurance required to be maintained by Tenant hereunder naming such transferee or such Lender, as the case may be, as a loss payee or additional insured to the extent required herein effective as of the date of such transfer, financing or refinancing. Any insurance required hereunder may be provided under blanket policies provided that the Premises and the applicable coverage applicable thereto are specified therein.

(g) Notwithstanding anything in Section 3.3(a) to the contrary, if an Event of Default has occurred and is continuing, Landlord, in its discretion and upon notice to Tenant, may elect to obtain and maintain any or all of the insurance policies described in Section 3.3(a), and in such event Tenant shall pay or reimburse Landlord for the premiums and other costs of such insurance within five (5) business days after receiving Landlord’s written request for payment together with supporting information therefor. In addition to and without limiting Tenant’s obligations under Section 3.3(a), Landlord may (but shall not be obligated to), in its reasonable discretion, obtain and maintain a separate liability insurance policy in Landlord’s name providing coverage similar to the coverage described in Section 3.3(a)(ii), with policy limits determined by Landlord in its reasonable discretion, and in such event Tenant shall pay or reimburse Landlord for the premiums and other costs of such insurance within five (5) business days after receiving Landlord’s written request for payment together with supporting information therefor.

(h) The requirements of this Section 3.3 shall not be construed to negate or modify Tenant’s obligations under Section 2.5 and 3.4.

25

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

3.4 Alterations.

(a) Tenant may, at its expense, make additions to and alterations of the Building Improvements, and construct additional improvements (collectively, “Alterations”), provided that: (i) the fair market value, utility and useful life of the Premises shall not be reduced or lessened thereby; (ii) such Alterations shall be timely completed in a good and workmanlike manner, free and clear of liens and encumbrances, and in compliance with all applicable Legal Requirements and the requirements of all insurance policies required to be maintained by Tenant hereunder; and (iii) except as set forth in Section 3.4(b), no Material Alterations, as hereafter defined, shall be made unless Landlord’s prior written consent shall have been obtained, which consent shall not be unreasonably withheld, delayed or conditioned, unless an Event of Default shall have occurred and be continuing in which case such consent may be withheld by Landlord in its sole discretion. “Material Alteration” is defined as (i) any expansion or alteration of the building envelope of the Building Improvements, (ii) any alteration or other Work which affects the structural elements, foundation, roof, exterior walls or building systems of the Building Improvements, other than in a de minimis manner, and/or (iii) any Work for which the Estimated Cost (defined hereinafter) is in excess of One Hundred Twenty Five Thousand Dollars ($125,000) in a single instance or Five Hundred Thousand Dollars ($500,000) in the aggregate over a consecutive twelve (12) month period. “Estimated Cost” is defined as the estimated cost of materials, construction and labor (not including architects, engineers or other professionals), as estimated by a licensed architect, which estimate together with a complete description of the Work and all related work shall be delivered to, and such estimate and description reasonably approved by, Landlord before the commencement of any Work hereunder. In addition to the limitations set forth in (i) through (iii) above, Tenant agrees that all Alterations and Material Alterations that Tenant shall be required or permitted to do under the provisions of this Lease (hereinafter collectively called the “Work”), including (without limitation, the Building Expansion pursuant to Section 3.4(b), shall be performed in each case subject to the following:

(i) Any Work when completed shall be of such a character as not to reduce the value of the Premises below its value immediately prior to the commencement of such Work.

(ii) No Work shall be performed by Tenant if the same would reduce the usable square footage of the Premises, or would weaken or adversely affect, temporarily or permanently, the structure of the Premises or any part thereof or the mechanical, electrical, plumbing, life safety or HVAC systems serving the Premises, or reduce the permitted uses thereof under applicable zoning laws or materially impair other amenities of the Premises, or if the Work would convert the use of the Premises to a use that is not a Permitted Use.

(iii) No Material Alterations shall be commenced until detailed plans and specifications (including layout, architectural, mechanical and structural drawings), prepared by an architect reasonably satisfactory to Landlord shall have been submitted to and approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed, and no such Work shall be undertaken except under the supervision of such architect.

(iv) Work shall be commenced only after all required municipal and other governmental and third-party permits, authorizations and approvals for such Work shall have been obtained by Tenant, at its own cost and expense. Landlord will, on Tenant’s written request and at no third party expense or liability to Landlord, promptly execute any documents necessary to be signed by Landlord to obtain any such permits, authorizations and approvals.

26

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

(v) All Work shall be performed in a good workmanlike manner, and in accordance with all Legal Requirements, as well as any plans and specifications therefor which shall have been approved by Landlord as required hereunder. All Work shall be commenced and completed in a commercially reasonable manner, free and clear of all liens and at Tenant’s sole cost and expense.

(vi) Upon completion of any Work, Tenant, at Tenant’s expense, shall obtain and deliver to Landlord (x) certificate(s) of occupancy (if applicable) and any other certificates of final approval of such Work required by any governmental or quasi- governmental authority, and (y) with respect to any Material Alterations, as-built plans and specifications for the Work.

(vii) With respect to any Material Alterations (including, without limitation, any Building Expansion pursuant to Section 3.4(b)), Tenant shall pay to Landlord a fee equal to the greater of (x) Two Thousand Five Hundred Dollars ($2,500.00), or (y) the actual cost incurred by Landlord in reviewing Tenant’s design, plans and specifications and supervising the Work, to compensate Landlord for Landlord’s review of the design, plans and specifications and for the supervision of the Work. (Landlord’s review of plans and specifications for any Work and any supervision or inspection of any Work by or on behalf of Landlord shall be solely for the benefit of Landlord and may not be relied upon by Tenant for any purpose. Without limitation, Landlord’s review and approval of, or failure to disapprove, any plans, specifications or Work shall not constitute a representation or warranty that such plans, specifications or Work complies with applicable Legal Requirements and shall not constitute a waiver of the express requirements of this Lease with respect to such Work.) Such fee shall be paid to Landlord as follows: (A) 50% of the fee (based on Landlord’s reasonable estimate) shall be paid by Tenant to Landlord concurrently with Tenant’s submission of the plans and specifications for Landlord’s approval pursuant to clause (iii) above, and (B) the balance of such fee shall be paid by Tenant to Landlord monthly in arears during the prosecution of the Work, on a percentage of completion basis.

(viii) Except as may be expressly provided to the contrary hereunder with respect to Tenant’s Personal Property, all Alterations installed in and affixed to the Premises in a manner that such fixtures cannot be removed or severed from the Premises without causing material damage thereto at any time during the Lease Term shall become the property of Landlord at the expiration or earlier termination of this Lease and shall remain upon and be surrendered with the Premises. Notwithstanding the foregoing or anything in this Lease to the contrary, Landlord shall have the right to require that any Alteration be removed by Tenant, at Tenant’s sole cost, upon the expiration or sooner termination of this Lease by so advising Tenant, in writing, at or around the time such Alteration is commenced as to Alterations that do not require Landlord’s consent or as part of Landlord’s consent to such Alterations that require Landlord’s consent. Further, notwithstanding anything contained herein to the contrary, by notice to Tenant not less than six (6) months prior to the expiration of the Lease Term or upon the earlier termination of this Lease, Landlord shall also have the right to require Tenant to remove any or all of the Tenant Improvements, at Tenant’s sole cost, upon the expiration or sooner termination of this Lease; provided that Tenant shall not be required to remove at the expiration or earlier termination of this Lease any of the Tenant Improvements that are normal and customary for the use of the Premises as a generic warehouse and distribution facility. Tenant shall immediately repair any damage to the Premises caused by its removal of any of the Tenant Improvements which are required by

27

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

Landlord to be removed or any of Tenant’s Personal Property or Alterations which remain the property of Tenant (or are required by Landlord to be removed) pursuant to the terms of this Section. All property required to be removed by Tenant at the end of the Lease Term remaining in the Premises after Tenant’s vacation shall be deemed abandoned and may, at the election of Landlord, either be retained as Landlord’s property or may be removed from the Premises by Landlord at Tenant’s expense. Tenant’s obligations under this Section shall survive the termination of this Lease.

(b) So long as Tenant is not in default under this Lease beyond any applicable cure period, Tenant shall have the right to develop and construct upon the Premises an expansion of the Building Improvements, containing not more than fifty thousand (50,000) square feet of floor area, in the location and substantially in the configuration shown on Exhibit D attached hereto and made a part hereof (the “Building Expansion”); provided, however, that Tenant’s undertaking of the Building Expansion shall be subject to the following terms and conditions: (i) the Building Expansion shall be undertaken and completed at Tenant’s sole cost and expense; (ii) Tenant shall give Landlord not less than one hundred twenty (120) days’ prior written notice of Tenant’s commencement of any on-site Work in connection with the Building Expansion, which notice shall include (without limitation) the identity of Tenant’s proposed architect and general contractor for the Building Expansion, preliminary plans and specifications for the Building Expansion, the Estimated Cost of the Building Expansion, the proposed construction schedule for the Work, and evidence reasonably satisfactory to Landlord that Tenant has obtained third-party and governmental permits and approvals (other than the building permit) that are required with respect to the Building Expansion under applicable Legal Requirements, the Development Easements, the Declaration or any recorded covenant, conditions and restrictions of record affecting the Premises; (iii) the proposed architect and general contractor for the Building Expansion shall be subject to the prior written approval of Landlord, which shall not be unreasonably withheld, delayed or conditioned, (iv) Tenant shall deposit the Estimated Cost of the Building Expansion, in cash, into a construction disbursement escrow established with a title insurance company satisfactory to Landlord, for disbursement to pay for the cost of the Work upon terms and conditions satisfactory to Landlord in Landlord’s reasonable judgment (provided, however, in Landlord’s sole discretion, in lieu of such construction disbursement escrow, Landlord may require Tenant to provide a bond, letter of credit or other security, in amount, form and substance reasonably satisfactory to Landlord, to secure the timely and lien-free completion of the Building Expansion by Tenant); (v) once commenced, Tenant shall diligently and continuously prosecute the construction and completion of the Building Expansion Work in accordance with the plans and specifications and construction schedule approved by Landlord, subject only to Force Majeure Delays; (vi) once the Building Expansion Work is commenced, if Tenant suspends material construction activities at the site of fails to adhere to the construction schedule approved by Landlord for any reason other than Force Majeure Delays, and if such suspension or failure is not cured by Tenant within thirty (30) days after notice from Landlord, then such suspension or failure shall constitute an Event of Default by Tenant hereunder; and (vii) Tenant shall comply with the terms and provisions of this Lease applicable to Material Alterations and other Work, including (without limitation) Sections 2.3 and 2.4 concerning liens, and the terms and conditions of clauses (i) through (viii) in Section 3.4(a) above.

28

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

(c) Tenant may, at its cost and expense, install, or place upon or reinstall, or replace and remove from the Premises any of Tenant’s Personal Property. Landlord will, on Tenant’s written request, promptly execute any documents reasonably necessary to be signed by Landlord to obtain any permits, authorizations and approvals related to any Alterations, provided that Tenant shall bear any expense or liability of Landlord in connection therewith.

3.5 Easements. Landlord agrees from time to time during the Lease Term, at the request of Tenant, without additional consideration, but at no additional cost, liability or expense to Landlord, (1) to grant to third parties easements, licenses, rights of way and other rights and privileges in the nature of easements of such nature, extent and duration (but not extending beyond the Lease Term, unless approved by Landlord in Landlord’s sole discretion) as Tenant may reasonably request with respect to the Premises; (2) to release or relocate existing easements and appurtenances which are for the benefit of the Premises; and (3) to execute and deliver any instrument necessary or appropriate to confirm such grants or releases to any person in each of the foregoing instances, the same to be without consideration, but only if (i) such grant or release is not detrimental to the proper conduct of business of Tenant on the Premises, (ii) such grant or release does not impair the effective use of the Premises for its intended purposes or adversely affect its value, (iii) the consideration, if any, being paid for such grant or release is fair and adequate, (iv) for so long as this Lease is in effect, Tenant will perform all obligations, if any, of owner under the applicable instrument, (v) no Event of Default has occurred and is continuing, and (vi) Landlord shall have received (X) a certificate from the appropriate officer of Tenant certifying as to the satisfaction of the conditions described in clause (i) through (v) above, and (Y) a duly authorized undertaking of Tenant in form and substance reasonably satisfactory to Landlord, to the effect that Tenant will remain obligated hereunder to the same extent as if such grant or release had not been made. Any easement that imposes any obligation or liability on Landlord shall expressly provide that it is without recourse to Landlord (except to the extent of Landlord’s interest in the Premises), and that any lien arising by virtue of the nonperformance of obligations under such easement shall be subordinate to the lien of any Indenture.

ARTICLE 4

4.1 Assignment and Subletting.

(a) The following terms have the following meanings when used in this Section 4.1:

(i) “Affiliate” means any Person that, directly or indirectly, Controls, is Controlled by or is under common Control with the Named Tenant.

(ii) “Assignment Documents” means:

(A) a copy of an assignment and assumption of the Lease, in customary form, executed by Tenant and the assignee whereby the assignee agrees to observe, pay and perform (where the assignee agrees, at a minimum, to pay and perform all obligations of the Tenant under this Lease),

29

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

(B) copies of organizational documents and resolutions, as the case may be, authorizing the execution and delivery of an assumption of this Lease by the assignee.

(iii) “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of another Person, whether through the ownership of voting securities or membership interests, by contract or otherwise.

(iv) “GAAP” means generally accepted accounting principles as developed and modified by the American Institute of Certified Public Accountants and industry practice and custom, applied on a consistent basis.

(v) “Named Tenant” means Thorne Research, Inc. or, following assignment of this Lease to a Pre-Approved Assignee, such Pre-Approved Assignee.

(vi) “Net Worth” means, at any time, Tangible Net Worth plus Intangible Asset Value.

(vii) “Person” means an individual, partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture or other entity.

(viii) “Pre-Approved Assignee” means, a Person that, in connection with a transaction under Section 4.1 of this Lease (other than an assignment of the Lease to an Affiliate of Tenant), is or becomes the Tenant, where after giving effect to such transaction, such Tenant (A) agrees (or has agreed) to use the Premises solely for the Permitted Use and (B) satisfies any one of the following:

(A) it meets the Required Credit Rating;

(B) it has both (x) a Net Worth equal to or greater than the Net Worth of Tenant as of the date hereof or immediately prior to the date of the proposed assignment, whichever is greater, and (y) a Tangible Net Worth equal to or greater than the Tangible Net Worth of Tenant as of the date hereof or immediately prior to the date of the proposed assignment, whichever is greater; or

(C) its obligations under the Lease are guaranteed, pursuant to a written guaranty satisfactory to Landlord, by a guarantor satisfactory to Landlord that either: (x) has both (1) a Net Worth equal to or greater than the Net Worth of Tenant as of the date hereof or immediately prior to the date of the proposed assignment, whichever is greater, and (2) a Tangible Net Worth equal to or greater than the Tangible Net Worth of Tenant as of the date hereof or immediately prior to the date of the proposed assignment, whichever is greater, or (y) meets the Required Credit Rating;

(ix) “Required Credit Rating” means an unsecured senior debt rating of “baa3” or better from Moody’s Investor Services, Inc. or “BBB-”or better from Standard & Poor’s Corporation, in each case with a stable or positive outlook. In the event all such rating agencies shall cease to furnish such ratings, then a comparable rating by another rating agency reasonably acceptable to Landlord and Tenant may be substituted.

30

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

(x) “Tangible Net Worth” means, at any time:

(A) the total assets of the Person and its subsidiaries that would be shown as assets on a consolidated balance sheet of the Person and its subsidiaries as of such time prepared in accordance with GAAP, after eliminating all amounts properly attributable to minority interests, if any, in the stock and surplus of subsidiaries, minus

(B) the total liabilities of the Person and its subsidiaries that would be shown as liabilities on a consolidated balance sheet of the Person and its subsidiaries as of such time prepared in accordance with GAAP, minus

(C) the net book value of all assets, after deducting any reserves applicable thereto, that would be treated as intangible under GAAP (“Intangible Asset Value”), including, without limitation, good will, trademarks, trade names, service marks, brand names, copyrights, patents and unamortized debt discount and expense, organizational expenses and the excess of the equity in any subsidiary over the cost of the investment in such subsidiary, minus

(D) any increase in the amount of Tangible Net Worth attributable to a write-up in the book value of any asset on the books of the Person resulting from a revaluation thereof subsequent to the closing, minus

(E) the amounts, if any, at which any shares of the capital stock of the Person or any subsidiary appear as an asset on the balance sheet from which the Tangible Net Worth is determined for the purposes of this definition, minus

(F) all deferred assets (other than prepaid taxes and other expenses).

(b) Tenant shall not assign this Lease or any interest herein or sublease all or any portion of the Premises, except in accordance with the requirements of this Section 4.1. For purposes of this Lease, a sale, transfer and/or assignment of the direct or indirect ownership interests in Tenant (including, without limitation, a sale, transfer or assignment by the holders of direct or indirect beneficial ownership interests in Tenant of all or a majority of their respective direct or indirect ownership interests in Tenant) shall be deemed to be an assignment of this Lease, subject to the provisions of Section 4.1(c)(2) below.

(c) Upon thirty (30) days prior written notice to Landlord, but without the consent of Landlord, Tenant shall have the right to assign this Lease (A) to a Pre-Approved Assignee or (B) to an Affiliate; subject to the conditions that (1) at least thirty (30) days prior to any assignment (or deemed assignment) of this Lease that does not require the consent of Landlord, Tenant shall provide Landlord with (i) the name of the proposed assignee, and (ii) if applicable, reasonable evidence that after giving effect to such transaction, Tenant will be a Pre-Approved Assignee, and (2) in the case of an assignment of this Lease to an Affiliate, it shall be an Event of Default hereunder if the assignee ceases to qualify as an Affiliate. Nothing in this Section 4.1(c) or any other provision of this Lease shall release Tenant or any guarantor of this Lease from its obligations hereunder or under any guaranty executed by such guarantor.

31

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

(d) If Tenant desires to assign this Lease, whether by operation of law or otherwise, to a Person other than in accordance with Section 4.1(c) above, then Tenant shall, not less than sixty (60) days prior to the effective date of such assignment, submit to Landlord a request for approval of such assignment, together with information regarding the following with respect to the proposed assignee: (A) credit, (B) capital structure, (C) management, (D) operating history, (E) proposed use of the Premises. Landlord shall review such information and shall approve or disapprove the proposed assignment, no later than the thirtieth (30th) day following receipt of all such information, which approval or consent shall not be unreasonably withheld, conditioned or delayed. If a response is not received by Tenant from Landlord by the expiration of such thirty (30) day period such assignment shall be deemed not to be approved.

(e) No assignment of this Lease to a Pre-Approved Assignee or to an assignee approved by Landlord under Subsection 4.1(d) of this Lease, shall be effective against Landlord until Landlord has received the applicable Assignment Documents, and Tenant agrees to forward the Assignment Documents to Landlord on or immediately following (no later than ten (10) days) the execution of any such assignment. No assignment of this Lease to any Person shall release the Tenant from any obligation under the Lease. Upon any assignment of this Lease to an Affiliate, the Tenant shall not be released from liability under this Lease and Tenant shall deliver to Landlord the documents referred to in clause (A) of the definition of Assignment Documents in connection with such assignment no later than ten (10) days following the execution of any such assignment.

(f) In no event will Tenant be released from its obligations under this Lease by reason of any assignment hereof or transfer of any interests in Tenant. From and after any assignment of this Lease, Tenant shall remain primarily and jointly and severally liable with the assignee for the performance of the Tenant’s obligations hereunder.

(g) So long as no Event of Default shall have occurred and be continuing, Tenant may sublet all or a portion of the Premises with the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, provided, however that the following shall not require Landlord’s consent: (1) subleases to Affiliates or customers of Tenant and (2) subleases to one or more parties of up to ten percent (10%) of the floor area of the Premises in the aggregate for all such subleases pursuant to this item (2) ((1) and (2) being referred to hereinafter as “Permitted Subleases”). In connection with all subleases, whether or not requiring the consent of Landlord, (A) each such sublease shall expressly be made subject to the provisions hereof, (B) the term of any subletting shall not extend beyond the Lease Term, (C) each sublease shall terminate upon any termination of this Lease, unless Landlord elects in writing (in its sole and absolute discretion), to cause the sublessee to attorn to and recognize Landlord as the lessor under such sublease, whereupon such sublease shall continue as a direct lease between the sublessee and Landlord upon all the terms and conditions of such sublease, (D) no sublease shall affect or reduce any obligation of the Tenant or right of the Landlord hereunder, and (E) all obligations of the Tenant hereunder shall continue in full force and effect as the obligations of a principal and not of a guarantor or surety, as though no subletting had been made.

32

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

(h) Upon the occurrence and during the continuance of an Event of Default, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease of any of the Premises upon notice to Tenant and any subtenants and to collect such rents and sums of money and to apply the same to Rent as it becomes due and payable. Tenant shall not accept any rents under any sublease more than thirty (30) days in advance of the accrual thereof nor do nor permit anything to be done, the doing of which, nor omit or refrain from doing anything, the omission of which, will or could be a breach of or default in the terms of any of the subleases.

(i) Tenant shall not have the power to mortgage, pledge or otherwise encumber its interest under this Lease, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, and any such mortgage, pledge or encumbrance made in violation of this Section 4.1 shall be void and of no force and effect.

(j) Landlord may sell or transfer the Premises at any time without Tenant’s consent to any third party (each a “Third Party Purchaser”). In the event of any such transfer, Tenant shall attorn to any Third Party Purchaser as Landlord so long as such Third Party Purchaser and Landlord notify Tenant in writing of such transfer and Third Party Purchaser agrees to assume all obligations of Landlord accruing under this Lease after the date of such transfer. At the request of Landlord, Tenant will execute such documents confirming the agreement referred to above and such other agreements as Landlord may reasonably request, provided that such agreements do not increase the liabilities and obligations or reduce the rights of Tenant hereunder.

(k) For purposes of this Lease, “Excess Sublease Rent” shall mean an amount, if any, equal to: (A) (i) all rent or other consideration paid to Tenant by any subtenant, for and during each month less (ii) the portion applicable to such month (when amortized from the date such subtenant commences to pay rent over the remaining term of the sublease, exclusive of any renewals or extensions) of Tenant’s Concession Costs reasonably incurred by Tenant in connection with such subletting, less (B) (i) the installment of Base Monthly Rent for such month plus (ii) such other rent or consideration attributable to such month, which would otherwise be required to be paid by Tenant to Landlord. In determining the amount of Excess Sublease Rent, the amount of the installment of Base Monthly Rent to be deducted pursuant to clause (B)(i) of this Section (k) shall be determined by multiplying the then applicable square foot rate of the installment of Base Monthly Rent by the area of the portion of the Premises which has been sublet. For purposes of this Lease “Concession Costs” shall mean leasing commissions, attorneys’ fees and expenses, alteration costs, costs to prepare the sublease premises, and costs such as construction allowances, rent concessions, moving expenses, takeover obligation and other similar inducements, incurred in subleasing the applicable portion of the Premises. Except in connection with Permitted Subleases, fifty percent (50%) of the Excess Sublease Rent shall be payable, as and when received by Tenant, to Landlord as Additional Rent.

33

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

ARTICLE 5

5.1 Conditional Limitations; Default Provisions.

(a) Any of the following occurrences or acts shall constitute an “Event of Default” under this Lease:

(i) if Tenant shall fail to pay any Base Monthly Rent within 5 days after receipt of written notice from Landlord that such Base Monthly Rent was not paid on the due date, or Tenant fails to pay any Rent (other than Base Monthly Rent) or any other sum due hereunder within ten (10) days after receipt of written notice from Landlord that such rent or other charges are delinquent; or

(ii) Tenant fails to observe or perform any provision hereof not expressly described in Section 5.1(a) above and such failure shall continue for thirty (30) days after notice to Tenant of such failure (provided, that in the case of any such failure which is capable of being cured but cannot be cured by the payment of money and cannot with diligence be cured within such 30-day period, if Tenant shall commence promptly to cure the same and thereafter prosecute the curing thereof with diligence, the time within which such failure may be cured shall be extended for such period as is necessary to complete the curing thereof with diligence); or

(iii) if Tenant (or any guarantor of Tenant’s obligations hereunder) shall file a petition in bankruptcy or for reorganization or for an arrangement pursuant to any federal or state law, or shall be adjudicated a bankrupt or become insolvent or shall make an assignment for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become due, or if a petition or answer proposing the adjudication of Tenant (or any such guarantor) as a bankrupt or its reorganization pursuant to any federal or state bankruptcy law or any similar federal or state law shall be filed in any court and Tenant (or such guarantor) shall consent to or acquiesce in the filing thereof or such petition or answer shall not be discharged or denied within ninety (90) days after the filing thereof; or

(iv) if a receiver, trustee or liquidator of Tenant (or any guarantor of Tenant’s obligations hereunder) or of all or substantially all of the assets of Tenant (or any such guarantor) or Tenant’s estate in the Premises shall be appointed in any proceeding brought by Tenant (or a guarantor), or if any such receiver, trustee or liquidator shall be appointed in any proceeding brought against Tenant (or any such guarantor) and shall not be discharged within ninety (90) days after such appointment, or if Tenant (or any such guarantor) shall consent to or acquiesce in such appointment; or

(v) if Tenant or any guarantor of Tenant’s obligations hereunder shall dissolve or otherwise fail to maintain its legal existence; or

(vi) an assignment of this Lease or any interest herein, or subletting of the Premises or any portion thereof, in violation of the terms and conditions of this Lease; or

(vii) if Tenant fails to purchase and maintain the required insurance under Section 3.3.

(b) If an Event of Default shall have occurred and be continuing, Landlord may, in addition to other rights granted to Landlord hereunder, give Tenant notice of Landlord’s intention to terminate this Lease on a date specified in such notice, which such date shall not be less than thirty (30) days after the giving of such notice. Upon such date this Lease, the estate hereby granted and all rights of Tenant hereunder shall expire and terminate. Upon such termination, Tenant shall immediately surrender and deliver possession of the Premises to Landlord in accordance with Section 8.3. If Tenant does not so surrender and deliver possession of the Premises, Landlord may re-enter and repossess the Premises by any available legal process.

34

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

(c) If this Lease is terminated pursuant to Section 5.1(b), Landlord shall have the right to peaceably re-enter and repossess the Premises, but only after instituting legal proceedings as a condition to such re-entry and repossession.

(d) If an Event of Default shall have occurred and be continuing, Landlord may terminate Tenant’s right of possession (but not this Lease) and may repossess the Premises by summary proceeding, ejectment or other legal proceeding without thereby releasing Tenant from any liability hereunder and without demand or notice of any kind to Tenant and without terminating this Lease. After repossession of the Premises pursuant hereto or any termination of this Lease, Landlord shall have the right to re-let any of the Premises to such tenant or tenants, for such term or terms, for such rent, on such conditions and for such uses as Landlord in its reasonable discretion (and subject to the requirements of Section 5.1(f) herein) may determine, and collect and receive any rents payable by reason of such re-letting. Landlord may make such Alterations in connection with such re-letting as it may deem advisable in its reasonable discretion.

(e) If and to the extent required by applicable Legal Requirements, Landlord shall mitigate damages by making reasonable efforts to re-let the Premises in the event that Tenant’s possession is terminated prior to the expiration of the Term. In addition, if the Premises is re-let and Landlord is compensated for any portion of the Base Rent, Additional Rent, all of its actual damages and the reasonable and customary costs of re-letting the Premises, then Landlord’s damages shall be adjusted accordingly. If any law shall validly limit the amount of any damages provided for herein to an amount which is less than the amount agreed to herein, Landlord shall be entitled to the maximum amount available under such law.

(f) In the event of any expiration or termination of the Lease Term or re-entry or repossession of the Premises in accordance with the requirements hereof (whether or not the Lease is terminated) by reason of the occurrence of an Event of Default, Tenant shall pay to Landlord all Rent required to be paid by Tenant through the date of such expiration, termination, re-entry or repossession; and thereafter, Tenant shall, until the end of what would have been the Lease Term in the absence of such expiration, termination, re-entry or repossession, continue to be liable to Landlord for, and shall pay to Landlord when due: (i) all Rent which would be payable under this Lease by Tenant in the absence of any such expiration, termination, re-entry or repossession, less (ii) the net proceeds, if any, of any re-letting effected for the account of Tenant, after deducting from such proceeds the following (the “Re-Letting Costs”): all necessary and customary expenses of Landlord (applicable to the remaining balance of what would have been Lease Term) actually incurred in connection with such re-letting (including, without limitation, all repossession costs, brokerage commissions, reasonable attorneys’ fees and expenses, alteration costs and expenses of preparation for such reletting), Tenant shall pay such Rent on the dates on which such Rent would be payable under this Lease in the absence of such expiration, termination, re-entry or repossession, and Landlord shall be entitled to recover the same from Tenant on each such date.

35

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

(g) At any time after any expiration or termination of the Lease Term or reentry or repossession of the Premises in accordance with the requirements hereof by reason of the occurrence of an Event of Default, Landlord shall be entitled to recover damages from Tenant, and Tenant shall pay to Landlord on demand, an amount equal to the sum of (A) the excess, if any, of (i) the aggregate of all Base Rent, Additional Rent and other sums which would be payable under this Lease, in each case from the date of such demand (or, if applicable, the date to which Tenant shall have satisfied in full its obligations under Section 5.1(f) to pay Rent as it becomes due) for what would be the then-unexpired Lease Term in the absence of such expiration, termination, re-entry, repossession or removal, discounted to Present Value, over (b) the then fair rental value of the Premises (taking into account any proceeds received or to be received from any re-letting of all or a portion of the Premises for any portion of what would be the then unexpired Term), discounted to Present Value for the same period, plus (B) all Re-Letting Costs. If any law shall limit the amount of damages to less than the amount above agreed upon, Landlord shall be entitled to the maximum amount allowable under such law. For the purpose of this Section 5.1(g), the “Present Value” of any amount shall mean such amount discounted monthly to present value by using the discount rate equal to the then Treasury Rate. “Treasury Rate” means the yield to maturity of a debt obligation of the United States Treasury having a maturity date closest to but not earlier than the then-existing remaining Lease Term and, if more than one have been issued with such maturity date, then using the debt obligation first issued on or closest to the date of any termination by Landlord under this Lease.

(h) Notwithstanding anything contained in this Lease to the contrary, in exercising its rights under Sections 5.1(f) and/or 5.1(g), Landlord shall not be entitled to recover damages that are duplicative.

5.2 Additional Rights of Landlord.

(a) No right or remedy of Landlord under this Lease shall be exclusive of any other right or remedy, but shall he cumulative and in addition to any other right or remedy hereunder or now or hereafter existing at law or equity. Failure to insist upon the strict performance of any provision hereof or to exercise any option, right, power or remedy contained herein shall not constitute a waiver or relinquishment thereof for the future. Receipt by Landlord of any Base Rent, Additional Rent or other sums payable hereunder with knowledge of the breach of any provision hereof shall not constitute waiver of such breach, and no waiver by Landlord of any provision hereof shall be deemed to have been made unless made in writing duly executed by Landlord. Landlord shall be entitled to seek to obtain injunctive relief in case of the violation, or attempted or threatened violation, of any of the provisions hereof, or to a decree compelling performance of any of the provisions hereof, or to any other remedy allowed to Landlord by law or equity.

(b) If Tenant shall be in default in the observance or performance of any term or covenant on Tenant’s part to be observed or performed under any of the provisions of this Lease, then, without thereby waiving such default (and whether or not any applicable cure periods have lapsed), Landlord may, but shall be under no obligation to, take all action, including, without limitation, peaceably enter upon the Premises to perform the obligation of Tenant hereunder immediately and without notice in the case of an emergency and upon five (5) business days’ notice to Tenant in other cases. The reasonable and actual cost and expenses incurred by Landlord

36

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

in connection therewith, including reasonable attorneys’ fees and expenses (including those incurred in connection with any appellate proceedings), together with interest thereon at the Rate from the date any such expenses were incurred by Landlord until the date of payment by Tenant, shall constitute Additional Rent and shall be paid by Tenant to Landlord within five (5) days after demand therefor together with supporting information.

(c) No termination of this Lease, repossession or reletting of the Premises, exercise of any remedy or collection of any damages pursuant to this Article shall relieve Tenant of any indemnification obligations pursuant to this Lease.

(d) No failure of Landlord (i) to insist at any time upon the strict performance of any provision of this Lease or (ii) to exercise any option, right, power or remedy contained in this Lease shall be construed as a waiver, modification or relinquishment thereof. A receipt by Landlord of any sum in satisfaction of any monetary obligation with knowledge of the breach of any provision hereof shall not be deemed a waiver of such breach, and no waiver by Landlord of any provision hereof shall be deemed to have been made unless expressed in a writing signed by Landlord.

ARTICLE 6

6.1 Notices and Other Instruments. All notices, consents, approvals and requests required or permitted hereunder shall be given in writing and shall be effective for all purposes if hand delivered or sent by (i) certified or registered United States mail, postage prepaid, return receipt requested, or (ii) expedited prepaid delivery service, either overnight delivery service of a nationally recognized courier, commercial or United States Postal Service, with proof of attempted delivery, addressed as follows:

37

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

Such address may be changed by any party in a written notice to the other parties hereto in the manner provided for in this Section. A notice shall be deemed to have been given: in the case of hand delivery, at the time of delivery; in the case of registered or certified mail, when delivered or the first attempted delivery on a Business Day; or in the case of expedited prepaid delivery, upon the first attempted delivery on a Business Day. A party receiving a notice which does not comply with the technical requirements for notice under this Section may elect to waive any deficiencies and treat the notice as having been properly given.

6.2 Estoppel Certificates, Subordination, Non-Disturbance and Attornment; Financial Information.

(a) Tenant shall, at any time and from time to time during, the Lease Term within not less than ten (10) Business Days after Tenant’s receipt of written request by Landlord, execute, acknowledge and deliver to Landlord and/or to any actual or prospective Lender, purchaser, assignee or mortgagee or third party designated by Landlord, a certificate stating: (i) that this Lease is unmodified and in force and effect (or if there have been modifications, that this Lease is in force and effect as modified, and identifying the modification agreements); (ii) the Commencement Date and Expiration Date of the Term, (iii) the amount of Base Rent and Additional Rent payable by Tenant and the amount of the Security Deposit, (iv) the date to which Base Rent has been paid; (v) whether there is any existing default by the Tenant in the payment of Base Rent, whether, to Tenant’s actual knowledge, there is an existing default by the Tenant in the payment of any Additional Rent beyond any applicable grace period, and whether, to Tenant’s actual knowledge, there is any other existing default by either party hereto, and, if there is any such default, specifying the nature and extent thereof, and the actions taken to cure such default; (vi) whether there are any actions or proceedings pending against the Premises before any governmental authority to condemn the Premises or any portion thereof or any interest therein and whether, to the actual knowledge of Tenant, any such actions or proceedings have been threatened; (vii) whether there exists any material unrepaired damage to the Premises from fire or other casualty; and (vi) whether, to the actual knowledge of Tenant, there is any existing default by Landlord under this Lease and whether Tenant has any defenses, off-set rights or other claims against Landlord (and if so, specifying the nature and extent thereof); and (vii) such other matters as Landlord shall reasonably request. Any such certificate may be relied upon by Landlord and the direct and indirect beneficial owners of Landlord and any actual or prospective Lender, mortgagee or purchaser of the Premises.

(b) Tenant will deliver to Landlord, within 150 days after the end of each fiscal year of Tenant, copies of the following financial statements for Tenant: a balance sheet as at the end of such year and a statement of income and expenses for such year certified by independent certified public accountants of recognized national standing selected by Tenant; and, within sixty (60) days after the end of each of the three remaining fiscal quarters of Tenant a balance sheet as at the end of such quarter and statements of income and expenses for such quarters certified by the chief financial officer of Tenant, the foregoing financial statements all being prepared in accordance with GAAP, consistently applied; and

(c) Upon request of Landlord, and upon concurrent compliance with the provisions of Section 6.2(d) below, this Lease shall be subject and subordinate to the lien of any Indenture now or at any time hereafter in force against the Premises (or any portion thereof) and to all advances made or to be made upon the security thereof, and Tenant shall, within twenty (20) days after Landlord’s or Lender’s request, enter into an agreement with such Lender pursuant to

38

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

which Tenant shall agree that in the event that any such Lender, or any purchaser at a foreclosure sale, shall acquire title to the Premises, Tenant shall attorn to such Lender or such purchaser, as the case may be, as its new Landlord and this Lease shall continue as a direct lease between Tenant and such Lender or purchaser, as the case may be, with respect to the Premises upon the terms and conditions set forth herein, including without limitation, those set forth in Section 6.2(d) below.

(d) Upon receipt of a request from Landlord at any time during the Lease Term for the attornment agreement described in Section 6.2(c) above, Landlord shall deliver a non-disturbance agreement in form and substance reasonably acceptable to Tenant executed by Lender which shall provide that unless an Event of Default then exists under this Lease, Lender shall not join Tenant as a defendant in any action to foreclose upon the interest of Landlord in the Premises and, upon the Lender’s foreclosure of Landlord’s interest in the Premises by judicial proceedings or otherwise, such Lender (or any purchaser at a foreclosure sale), agrees that the Lease shall continue in full force and effect as a direct lease between Lender (or such purchaser) and Tenant, subject to all the terms, covenants and conditions of the Lease, and that Tenant’s rights of possession of the Premises and other rights and privileges under the Lease shall not be terminated, interfered with, or disturbed for any reason other than one which would entitle the Landlord to terminate the Lease or so disturb or interfere with such rights, under its terms or at law or in equity, or would cause, without any further action by such Landlord, the termination of the Lease, or would entitle such Landlord to dispossess the Tenant from the Premises, provided, that, Tenant, from and after the date of such succession, attorns to such Lender or the purchaser at foreclosure, pays to such Lender or purchase at foreclosure all items of Base Rent, Additional Rent and other items accruing from and after such date and otherwise remains in compliance with all other terms and provisions of this Lease and provided that any such agreements memorializing such attornment obligation shall not increase the liabilities and obligations of Tenant hereunder nor decrease the liabilities and obligations of any subsequent purchaser, as Landlord hereunder, except that neither Lender nor any purchaser at foreclosure nor any subsequent purchaser shall be liable for any default on the part of Landlord occurring prior to the date of such transfer or foreclosure, as applicable, or be subject to any defenses, set-off rights or other claims that Tenant may have against Landlord on account of matters occurring prior to the date of such transfer or foreclosure, as applicable, and provided further that the Lender or purchaser at foreclosure, and any subsequent purchaser of the Premises, shall not be bound by or subject to any material amendment or modification of this Lease which are entered into by Landlord and Tenant without the Lender’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) after the date of the attornment agreement. In the event that Tenant shall execute a separate document for the benefit of a Lender relating to subordination, attornment or non-disturbance, such document shall control to the extent that it conflicts with the provisions of this Section 6.2(d).

(e) Landlord shall at any time and from time to time during, the Lease Term within not less than thirty (30) days after Landlord’s receipt of written request by Tenant, execute, acknowledge and deliver to Tenant or to any third party designated by Tenant, a certificate stating: (i) that this Lease is unmodified and in force and effect (or if there have been modifications, that this Lease is in force and effect as modified, and identifying the modification agreements); (ii) the Commencement Date and Expiration Date of the Term, (iii) the amount of Base Rent and Additional Rent payable by Tenant and the amount of the Security Deposit, (iv) the date to which Base Rent has been paid; (v) whether there is any existing default by the Tenant in the payment of

39

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

Base Rent; (vi) whether, to Landlord’s actual knowledge, there is an existing default by the Tenant in the payment of any Additional Rent beyond any applicable grace period; (vi) whether, to Landlord’s actual knowledge, there is any other existing default by either party hereto, and, if there is any such default, specifying the nature and extent thereof, and the actions taken to cure such default and (vii) such other matters as Tenant shall reasonably request.

ARTICLE 7

7.1 Environmental Matters.

(a) As used herein, the following terms have the following meanings:

(i) “Environmental Claim” shall mean any claim, action, investigation or written notice by any Person or Governmental Authority alleging potential liability (including, without limitation, potential liability for investigatory costs, cleanup costs, governmental response costs, natural resources damages, property damages, personal injuries or penalties) arising out of, based on or resulting from (A) the presence, or Release into the environment, of any Hazardous Substance at the Premises or (B) circumstances forming the basis of any Environmental Violation.

(ii) “Environmental Law” shall mean whenever enacted or promulgated, any applicable federal, state and local law, statute, ordinance, rule, regulation, license, permit, authorization, approval, consent, court order, judgment, decree, injunction, code, requirement or agreement with any governmental entity, (i) relating to pollution (or the cleanup thereof), or the protection of air, water vapor, surface water, groundwater, drinking water supply, land (including land surface or subsurface), plant, aquatic and animal life from injury caused by a Hazardous Substance or (ii) concerning exposure to, or the use, containment, storage, recycling, reclamation, reuse, treatment, generation, discharge, transportation, processing, handling, labeling, production, disposal or remediation of Hazardous Substances, hazardous conditions or hazardous activities, in each case as amended and as now or hereafter in effect. The term Environmental Law includes, without limitation, the federal Comprehensive Environmental Response Compensation and Liability Act of 1980, the Superfund Amendments and Reauthorization Act, the federal Water Pollution Control Act, the federal Clean Air Act, the federal Clean Water Act, the federal Resource Conservation and Recovery Act of 1976 (including the Hazardous and Solid Waste Amendments to RCRA), the federal Solid Waste Disposal Act, the federal Toxic Substance Control Act, the federal Insecticide, Fungicide and Rodenticide Act, the federal Occupational Safety and Health Act of 1970, the federal National Environmental Policy Act and the federal Hazardous Materials Transportation Act, each as amended and as now or hereafter in effect and any similar state or local law.

(iii) “Environmental Violation” shall mean (i) any Release of any Hazardous Substance in violation of any Environmental Law or in excess of any reportable quantity established under any Environmental Law or any action of Federal, state or local government or any other Person for the costs of any removal or remedial action or natural resources damage or for bodily injury or property damage, (ii) any deposit, storage, dumping, placement or use of any Hazardous Substance at, upon, under or within the Premises or which extends to any adjoining property in violation of any Environmental Law or in excess of any reportable quantity established under any Environmental Law, (iii) the abandonment or discarding of any barrels, containers or other receptacles containing any Hazardous Substances in violation of any Environmental Laws, or (iv) any violation of or noncompliance with any Environmental Law.

40

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

(iv) “Governmental Authority” shall mean any federal, state, regional or local government or political subdivision thereof and any Person exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

(v) “Hazardous Substance” means any underground storage tanks or any substance, material, product, petroleum, petroleum product, derivative, compound or mixture, mineral (including asbestos), chemical, gas, medical waste, or other pollutant, in each case whether naturally occurring, man-made or the by-product of any process, that is regulated under any Environmental Law as being toxic, harmful or hazardous or acutely hazardous to the environment or public health or safety. Hazardous Substances include, without limitation, petroleum or petroleum-derived substances or waste, radon, radioactive materials, asbestos, asbestos containing materials, microbial matter (including but not limited to mold, mildew and other fungi or bacterial matter which reproduces through the release of spores or the splitting of cells), urea formaldehyde foam insulation, lead and polychlorinated biphenyls in concentrations or conditions that cause such materials or substances to be regulated by Environmental Laws.

(vi) “Release” shall mean any direct or indirect releasing, spilling, leaking, leaching, disposing, pumping, pouring, emitting, emptying, treating, or dumping of Hazardous Substances at, into, onto or emanating or migrating from or onto the Premises or the threat thereof, regardless of whether the result of an intentional or unintentional action or omission.

(vii) “USEPA” means the United States Environmental Protection Agency.

(b) Tenant covenants that during the Lease Term it (i) shall comply, and cause the Premises to comply, with all Environmental Laws applicable to the Premises, (ii) shall prohibit the use of the Premises for the storage or handling of any Hazardous Substance (other than in connection with the operation and maintenance of the Premises and in commercially reasonable quantities as a consumer thereof, subject to, in any event, compliance with Environmental Laws), and (iii) shall not install or permit the installation on the Premises of any underground storage tanks. Tenant shall not at any time during the Lease Term (i) cause, permit or suffer to occur any Environmental Violation or (ii) permit any sublessee, assignee, other Person occupying the Premises under or through Tenant or any Tenant Parties to cause, permit or suffer to occur any Environmental Violation and, at the request of Landlord or Lender, Tenant shall promptly clean-up, remediate or undertake any response action to correct such Environmental Violation, and (iii) without the prior written consent of Landlord, permit any drilling or exploration for or extraction, removal, or production of any minerals from the surface or the subsurface of the Land, regardless of the depth thereof or the method of mining or extraction thereof. Any and all reports prepared for or by Landlord with respect to the Premises shall be at Landlord’s sole cost and expense and shall be for the sole benefit of Landlord and Lender and no other Person shall have the right to rely on any such reports.

41

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

(c) If any investigation, site monitoring, containment, cleanup, removal, restoration or other remedial work of any kind or nature (collectively, the “Remedial Work”) is required on the Premises pursuant to an order or directive of any Governmental Authority or under any applicable Environmental Law, because of or in connection with the presence, suspected presence, Release, or suspected Release of a Hazardous Substance into the air, soil, ground water, surface water, or soil vapor on, under or emanating from the Premises or any portion thereof, which such Release resulted from Tenant’s or any Tenant Party’s use, presence or occupancy of the Premises and which occurred during the Term, Tenant shall (at Tenant’s sole cost and expense), or shall cause such responsible third parties to, promptly commence and diligently prosecute to completion all such Remedial Work in accordance with Environmental Laws and the requirements of any Governmental Authorities (subject to Tenant’s right to contest same pursuant to Section 7.3 herein).

(d) Upon reasonable prior notice, Landlord shall have the right at all reasonable times and during normal business hours, except to the extent such access is limited by applicable law, to enter upon and inspect all or any portion of the Premises, provided that such inspections shall not unreasonably interfere with the operation thereof. Landlord, at its sole cost and expense, may retain an environmental consultant to conduct and prepare reports of such inspections. The inspection rights granted to Landlord in this Section shall be in addition to, and not in limitation of, any other inspection rights granted to Landlord in this Lease, and shall expressly include the right to conduct, at Landlord’s sole cost and expense, soil borings and other customary environmental tests, assessments and audits in compliance with applicable Legal Requirements; provided, that, Landlord, as applicable, shall cause to be repaired any damage caused by such borings, tests, assessments or audits.

(e) To the extent that Tenant has knowledge thereof, Tenant shall promptly provide notice to Landlord of:

(i) any proceeding or investigation commenced or threatened by any Governmental Authority with respect to the presence of any Hazardous Substance on, under or emanating from the Premises;

(ii) all claims made or any lawsuit or other legal action or proceeding brought or threatened by any Person against (A) Tenant or Landlord or the Premises or any portion thereof; or (B) any other party occupying the Premises or any portion thereof, in any such case relating to any loss or injury allegedly resulting from any Hazardous Substance or relating to any Environmental Violation;

(iii) the discovery of any occurrence or condition on the Premises that constitutes a Release or an Environmental Violation or which might subject Landlord to an Environmental Claim; and

(iv) the commencement and completion of any Remedial Work.

42

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

(f) During the Lease Term, Tenant shall be, and is hereby, designated the party (as between Landlord and Tenant) responsible to comply with the requirements of this ARTICLE 7. Any assignee or subtenant of Tenant shall be deemed to have, and by entering into such assignment or sublease, and/or by entering into possession of the Premises, does hereby acknowledge that they shall be the party responsible, jointly and severally with Tenant under the provisions of ARTICLE 7 of this Lease, provided, however, that in the event Tenant assigns this Lease pursuant to Section 4.1 herein, then Tenant shall be held jointly and severally liable with Tenant’s assignee. Notwithstanding anything contained herein to the contrary, neither Tenant nor any of its successors, assignees or subtenants shall be responsible to comply with the requirements of Article 7 to the extent that any events, circumstances or conditions requiring compliance with Environmental Laws: (i) occurred or existed on or prior to the Commencement Date (unless caused by Tenant or any Tenant Party in connection with the design, development, construction or completion of the Building Improvements (but without limiting the obligation of Landlord under Exhibit A)), (ii) occurred after the expiration or early termination of this Lease, or (iii) resulted from the acts or omissions of Landlord or any Landlord Party.

(g) If applicable, prior to termination of the Lease it shall be the obligation of Tenant to deactivate any identification number, permit, license, etc. issued by the USEPA or any other federal, state or local entity dealing with the generation, treatment, storage or disposal of any Hazardous Substance on or at the Premises and to comply with any concomitant notification requirements pursuant to Environmental Laws dealing with Hazardous Substances generated, stored or used at the Premises during the Term.

(h) In the event there shall be filed a lien against the Premises arising out of a claim(s) by Governmental Authorities (unless caused by Landlord), Tenant shall immediately either: (i) pay the claim and remove the lien from the Premises; or (ii) furnish a bond, cash receipt or other security reasonably satisfactory to the Landlord sufficient to discharge the claim out of which the lien arises.

(i) All costs associated with Tenant’s compliance, as applicable, with the foregoing requirements, including without limitation Landlord’s reasonable and actual costs in reviewing the sampling plan, test results and developing a plan for and monitoring the cleanup and site detoxification, shall be paid by Tenant upon demand.

7.2 Environmental Indemnity. Tenant agrees to indemnify, defend, and hold harmless the Indemnified Parties for, from, and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ fees, disbursements and expenses, and reasonable consultants’ fees, disbursements and expenses (but excluding internal overhead, administrative and similar costs of the Indemnified Parties), asserted against, resulting to, imposed on, or incurred by the Indemnified Parties, directly or indirectly, in connection with any of the following arising on and after the Commencement Date (and such indemnity obligations shall survive any expiration of the Lease Term or termination of this Lease):

(a) any Environmental Violation, or any claim relating to Hazardous Substances, including (A) liability for response costs and for costs of removal and remedial action incurred by the United States Government, any state or local governmental unit or any other Person, or damages from injury to or destruction or loss of natural resources, including the reasonable costs of assessing such injury, destruction or loss, incurred pursuant to Section 107 of CERCLA, or any successor section or act or provision of any similar state or local Law, (B)

43

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

liability for costs and expenses of abatement, correction or clean-up, fines, damages, response costs or penalties which arise from the provisions of any of the other Environmental Laws and (C) liability for personal injury or property damage arising under any statutory or common-law tort theory, including damages assessed for the maintenance of a public or private nuisance or for carrying on of a dangerous activity;

(b) any Remedial Work required to be performed pursuant to any Environmental Law or the terms hereof;

(c) the Release of Hazardous Substances at, in, under or about the Premises; or

(d) the breach of any environmental representation, warranty or covenant set forth in this Lease; provided, however, that the indemnification set forth above shall not apply to the extent that any of the events, circumstances or conditions set forth in (a) through (d) above (including, without limitation, any such events, circumstances or conditions that caused or resulted in an Environmental Claim, an Environmental Violation or the Release of Hazardous Substances on, in or at the Premises): (i) occurred or existed on or prior to the Commencement Date (unless caused, exacerbated or Released by Tenant or any Tenant Party in connection with the design, development, construction or completion or use or occupancy of the Building Improvements (but without limiting the obligation of Landlord under Exhibit A)), (ii) occurred after the expiration or early termination of this Lease, or (iii) resulted from or relate in any way to the acts or omissions of any Landlord or any Landlord Parties constituting gross negligence or willful misconduct.

7.3 Remediation/Compliance Standards; Tenant’s Right to Contest; Declaration of Environmental Restrictions. Notwithstanding anything contained in this ARTICLE 7 to the contrary: (i) at no expense to Landlord, Landlord shall promptly provide all information requested by Tenant or Governmental Authorities (to the extent in Landlord’s possession and without Landlord being required to undertake any third party investigations) with respect to Tenant’s fulfilling Tenant’s obligations under this paragraph, and shall promptly sign such affidavits, submissions, and other documents reasonably requested by Tenant or Governmental Authorities (all at no third party cost or liability to Landlord) and (ii) Tenant shall have the right to dispute or contest any request, demand or order issued by any Governmental Authority concerning Tenant’s or the Premise’s compliance with Environmental Laws or the conditions or limitations concerning Remedial Work, all subject to Section 2.6 hereof. At the request of Tenant, Landlord shall cooperate in good faith and act reasonably to allow Tenant to perform Tenant Remedial Work in a cost effective manner provided the same do not adversely affect the value of the Premises or any potential uses thereof.

ARTICLE 8

8.1 No Merger. There shall be no merger of this Lease or of the leasehold estate hereby created with the fee estate in the Premises by reason of the fact that the same person acquires or holds, directly or indirectly, this Lease or the leasehold estate hereby created or any interest herein or in such leasehold estate as well as the fee estate in the Premises or any interest in such fee estate.

44

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

8.2 Holdover. If the Tenant shall continue to occupy the Premises after the Expiration Date or earlier termination of this Lease, then Tenant shall be deemed to be a holdover tenant, the tenancy of which shall be from month to month upon the same provisions and conditions set forth in this Lease, except that Base Rent for the holdover period shall be an amount equal to one hundred fifty percent (150%) of the Base Rent in effect immediately prior to the holdover period. This Section 8.2 does not amount to a waiver of the Landlord’s right of reentry or any other right granted under ARTICLE 5 and shall not constitute a consent to any holdover by Tenant.

8.3 Surrender. Upon the expiration or termination of this Lease, Tenant shall surrender the Premises to Landlord in the condition in which the Premises were originally received from Landlord, except as repaired, rebuilt, restored, altered or added to as permitted or required hereby and except for ordinary wear and tear and except for the limitations set forth in the Section 2.5(a) with respect to the roof replacement. Tenant shall remove from the Premises on or prior to such expiration or termination all property situated thereon which is not owned by Landlord; all Tenant Improvements and Alterations that Landlord has required be removed in accordance with Section 3.4(a) hereof and all of Tenant’s Personal Property (collectively the “Removal Items”) and shall repair any damage caused by such removal. Property not so removed shall (only at Landlord’s option) become the property of Landlord, and Landlord may cause such property to be removed from the Premises and disposed of, but the actual cost of any such removal and disposition and of repairing any damage caused by such removal shall be borne by Tenant. Notwithstanding anything contained herein to the contrary, Tenant shall not be required to remove at the expiration or earlier termination of this Lease any of the Building Improvements or Alterations made by Tenant during the Lease Term that constitute normal and customary Alterations for the Permitted Use as a generic warehouse and distribution facility. Landlord and Tenant shall use good faith, reasonable efforts to walk through the Premises at least thirty (30) days prior to the expiration or sooner termination of this Lease and identify those Removal Items that Landlord has elected in accordance with the terms of this Lease to permit to remain in the Premises (which items shall be the property of Landlord) and those Removal Items that Landlord requires that Tenant remove at Tenant’s sole cost. Tenant shall repair any damage to the roof, walls or floor resulting from the removal of the Removal Items and shall cause the floor to be delivered level without holes or penetrations or protrusions. Landlord’s right to pursue Tenant for damages on account of damage caused by the removal of the Removal Items or Tenant’s failure to remove the Removal Items as herein required shall survive the expiration or sooner termination of this Lease.

8.4 Severability; Binding Effect. Each provision hereof shall be separate and independent and the breach of any provision by Landlord shall not discharge or relieve Tenant from any of its obligations hereunder. Each provision hereof shall be valid and shall be enforceable to the extent not prohibited by law. If any provision hereof or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remaining provisions hereof or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby. All provisions contained in this Lease shall be binding upon, inure to the benefit of, and be enforceable by, the successors and assigns of Landlord to the same extent as if each such successor and assign were named as a party hereto. All provisions contained in this Lease shall be binding upon the successors and assigns of Tenant and shall inure to the benefit of and be enforceable by the permitted successors and assigns of Tenant in each ease to the same extent as if each such successor and assign were named as a party hereto.

45

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

8.5 Table of Contents and Headings. The table of contents and the headings of the various Sections and Schedules of this Lease have been inserted for reference only and shall not to any extent have the effect of modifying the express terms and provisions of this Lease.

8.6 Counterparts. This Lease may be executed in two or more counterparts and shall be deemed to have become effective when and only when one or more of such counterparts shall have been signed by or on behalf of each of the parties hereto (although it shall not be necessary that any single counterpart be signed by or on behalf of each of the parties hereto, and all such counterparts shall be deemed to constitute but one and the same instrument), and shall have been delivered by each of the parties to each other.

8.7 Recording of Lease. Landlord and Tenant will execute on the Commencement Date a Notice of Lease in the form attached hereto as Exhibit C, which Tenant shall record of record in the public records of Berkeley County, South Carolina or other customary place for recording such documents. Tenant will execute, acknowledge, deliver and cause to be recorded or filed in the manner and place required by any present or future law all other instruments, including, without limitation, financing statements, continuation statements, releases and instruments of similar character, which shall be reasonably requested by the Landlord. Tenant shall be responsible for all costs, expenses and transfer taxes in connection with the execution of this Lease and the recording of a memorandum hereof. Upon the expiration or earlier termination of this Lease, Tenant shall execute and deliver to Landlord a written termination of such Notice of Lease in recordable form and all other documents necessary to cause such Notice of Lease to be removed from the public records in which it was filed.

8.8 No Waiver, Amendments. No failure, delay, forbearance or indulgence on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof; or as an acquiescence in any breach, nor shall any single or partial exercise of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. No term or provision hereof may be amended, changed, waived, discharged or terminated orally, but only by an instrument signed by the party against whom enforcement thereof is sought.

8.9 No Brokers/Advisors. Landlord and Tenant each represent and warrant to one another that it has not dealt with any broker in connection with the leasing of the Premises other than CBRE Global Corporate Services (“Broker”), and hereby defend, indemnify and hold one another harmless from and against any claims of brokers claiming through it. Landlord shall pay a commission to Broker pursuant to a separate agreement with Broker, which commission shall be included in Total Project Costs.

8.10 Governing Law. This Lease and the rights and obligations of the parties hereunder shall be governed by the laws of the State of South Carolina. The parties agree to the jurisdiction and venue of the United States District Court for the District of South Carolina (the “Applicable Court”). The parties appoint the persons identified in Section 6.1 herein as agent to receive service of process, writs, notices, summonses, or other legal documents in any suit, action or proceeding which the parties may commence against one another. Where permitted by law or court rule of the Applicable Court, the parties consent to service of such process by United States mail, in the manner specified in the applicable law or court rule.

46

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

8.11 Waiver of Jury Trial. LANDLORD AND TENANT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS LEASE.

8.12 Conveyance by Landlord. The word “Landlord” as used in this Lease means only the owner for the time being of the Premises, so that, if there is a transfer of an owner’s interest, the transferor shall be and hereby is entirely freed and relieved of all covenants and obligations of the Landlord hereunder, except any obligations which accrued prior to the date of transfer, and it shall be deemed and construed, without further agreement between the parties or between the parties and the transferee of the Premises, that the transferee has assumed and has agreed to carry out any and all of the Landlord’s covenants and obligation hereunder from and after the date of transfer.

8.13 Relationship of the Parties. Nothing contained in this Lease shall be construed in any manner to create any relationship between the Landlord and the Tenant other than the relationship of landlord and tenant. Without limitation, the Landlord and the Tenant shall not be considered partners or co-venturers for any purpose on account of this Lease.

8.14 Representation by Counsel. The Tenant and the Landlord each acknowledge that it was represented by counsel in connection with the negotiation and execution to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Lease.

8.15 True Lease. This Lease is intended as, and shall constitute, an agreement of lease, and nothing herein shall be construed as conveying to the Tenant any right, title or interest in or to the Premises nor to any remainder or reversionary estates in the Premises held by any Person, except, in each instance, as a Tenant. Under no circumstances shall this Lease be regarded as an assignment of all of Landlord’s interests in and to the Premises; instead Landlord and Tenant shall have the relationship between them of landlord and tenant, pursuant to the provisions of this Lease.

8.16 Landlord’s Liability. Notwithstanding anything to the contrary provided in this Lease, it is specifically understood and agreed, such agreement being a primary consideration for the execution of this Lease by Landlord, that (a) there shall be absolutely no personal liability on the part of Landlord, any Lender or their respective successors or assigns or the trustees, members, partners, shareholders, officers, directors, employees and agents of Landlord, any Lender or their respective successors or assigns, to Tenant or any other party with respect to any of the terms, covenants and conditions of this Lease, (b) Tenant waives all claims, demands and causes of action against the trustees, members, partners, shareholders, officers, directors, employees and agents of Landlord, any Lender and their respective successors or assigns in the event of any breach by Landlord of any of the terms, covenants and conditions of this Lease to be performed by Landlord, and (c) Tenant shall look solely to Landlord’s interest in the Premises (including without limitation rents, issues, profits, proceeds (i.e., insurance and condemnation) and other income Landlord receives from the Premises) for the satisfaction of each and every remedy of Tenant in the event of any breach by Landlord of any of the terms, covenants and conditions of this Lease to be performed by Landlord, or any other matter in connection with this Lease or the Premises, such exculpation of liability to be absolute and without any exception whatsoever.

47

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

8.17 Other Documents. Each of the Parties agrees to sign such other and further documents as may be reasonably necessary or appropriate to carry out the intentions expressed in this Lease.

8.18 Attorney Fees. If any legal action is brought by Landlord or Tenant because of an alleged breach, default, or misrepresentation by the other party in connection with any of the provisions of this Lease, the successful or prevailing party shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that action, in addition to any other relief to which that party may be entitled hereunder.

8.19 Limitation on Liability; No Consequential Damages. Notwithstanding anything contained herein to the contrary, in no event shall Landlord or Tenant be liable under this Lease for exemplary, special, punitive or consequential damages (including, without limitation, lost profits), even in the event of the fault, negligence (in whole or in part), strict liability, breach of contract or otherwise of Landlord or Tenant.

8.20 Subordination/Waiver Of Landlord’s Lien. Landlord hereby agrees to subordinate any statutory or common law liens or security interests Landlord may have upon any of Tenant’s Personal Property to the liens and security interests in favor of any lender to Tenant and Landlord expressly waives any and all statutory or common law lien rights Landlord may have upon personal property of third parties stored on site by Tenant in the ordinary course of Tenant’s use of the Premises for the Permitted Uses. Landlord agrees to execute and deliver such instruments reasonably requested by Tenant’s lender from time to time to evidence or effect the aforesaid subordination.

8.21 Entire Agreement. This Lease constitutes the entire agreement between the parties with respect to the subject matter herein contained, and all prior negotiations with respect to the subject matter herein contained are merged into and incorporated into this Agreement and all other prior documents and correspondence between the parties with respect to the subject matter herein contained are superseded and of no further force of effect.

[SIGNATURES ON NEXT PAGE]

48

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

IN WITNESS WHEREOF,, the parties hereto have caused this Lease to be executed as of the date first above written.

49

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

IN WITNESS WHEREOF,, the parties hereto have caused this Lease to be executed as of the date first above written.

50

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

SCHEDULE A

DESCRIPTION OF PREMISES

LEGAL DESCRIPTION

All that lot, piece or parcel of land, situate, lying and being on the eastern side of Omni Industrial Blvd. in the County of Berkeley, State of South Carolina, measuring and containing 25.81 acres shown an designated as Tract A-3 on a plat entitled “Final Subdivision Plat of Tract A (218.43+/- Ac.) Omni Industrial Commerce Park to create Tract A-3 (25.81 Ac.) & Tract A (192.62+/- Ac.)” drawn by Thomas & Hutton Engineering Co. dated May 19, 2016 and recorded ___________, 2016 in Plat Cabinet __, Pages ____ and ____, in the Register of Deeds Office for Berkeley County, South Carolina.

Formerly known as:

A 25.8 Acre portion of that certain piece, parcel and tract of land, with any improvements located thereon, situate, lying and being in New Hope Community, Berkeley County, South Carolina, being shown and designated as Tract A, 215.462 acres, and Parcel A-1, 5.095 acres, on a survey entitled “A BOUNDARY SURVEY OF TRACT A AND PARCEL A-1 OMNI COMMERCE PARK, OWNED BY EASTWAY PROPERTIES LLC LOCATED IN NEW HOPE COMMUNITY, BERKELEY COUNTY, SOUTH CAROLINA”, prepared by Southeastern Surveying of Charleston, Inc. dated August 15, 2011 and recorded on December 16, 2011, in the Office of the Register of Deeds for Berkeley County, South Carolina in Record Plat Cabinet P at Page 25-P; and such size, shape, dimensions, buttings and boundings as shown on said survey.

Together with appurtenant easement rights for the encroachment of overhangs and for ingress, egress, use and enjoyment of common areas granted in that certain Declaration of Protective Covenants, Conditions and Restrictions for Omni Industrial Campus by MWV-OMNI, LLC dated September 29, 2014 and recorded October 9, 2014 in Book 11010, Page 267 in said ROD Office; as amended by that certain First Amendment to Declaration of Protective Covenants, Conditions and Restrictions for Omni Industrial Campus dated August 30, 2016, and recorded August 31, 2016, in Book 2262, Page 507 in said Register of Deeds Office for Berkeley County, South Carolina.

(See Attached)

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

SCHEDULE B

LANDLORD’S ACCOUNT FOR PAYMENT OF BASE MONTHLY RENT

Wire transfers to GPT SUMMERVILLE OWNER LLC, a Delaware limited liability company in accordance with wire transfer instructions provided by Landlord to Tenant by written notice from time to time.

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

LEASE EXHIBIT A

CONSTRUCTION OF BUILDING IMPROVEMENTS

This LEASE EXHIBIT A sets forth the rights and obligations of Landlord and Tenant with respect to the construction of the Building Improvements (as hereinafter defined).

A-1

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

A-2

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

A-3

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

A-4

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

A-5

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

A-6

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

A-7

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

Total Project Costs shall not include (i) costs arising from the gross negligence or willful misconduct of Landlord, its agents or employees, (ii) costs, fines and penalties due to Landlord’s violation of applicable laws, and (iii) costs that are duplicative.

A-8

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

A-9

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

A-10

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

A-11

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

A-12

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

A-13

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

Landlord shall promptly notify Tenant in writing of any Permitted Delays, including (i) any anticipated delay in the Target Substantial Completion Date as of the date of such notice; (ii) the nature and cause of the delay; and (iii) whether the conditions, events, acts, omissions or circumstances giving rise to such delays persist as of the date of such notice.

A-14

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

A-15

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

A-16

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

A-17

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

A-18

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

A-19

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

A-20

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

A-21

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

A-1

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

LIST OF EXHIBITS TO LEASE EXHIBIT A:

Exhibit A-1: Preliminary Plan and Outline Specifications

Exhibit A-2: Preliminary Budget

Exhibit A-3: Schedule

Exhibit A-4: Tenant Improvements

Exhibit A-5: Acceptance Agreement

Exhibit A-6: General Contract

A-1

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

EXHIBIT A-1 TO LEASE EXHIBIT A PRELIMINARY PLANS AND OUTLINE SPECIFICATIONS

A-1

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

EXHIBIT A-1

OUTLINE SPECIFICATIONS

For.

Building Improvements, Excluding Tenant

Improvements

(Shell Building Construction)

FOR:

LOCATION:

Lot 3, Omni Industrial Campus,

Summerville, South Carolina

September 27, 2016

A-1

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

OUTLINE SPECIFICATIONS

Division 1 — General Requirements

The work shall include the construction of a ±217,620 SF warehouse shell building located in Summerville, South Carolina based on the site drawings prepared by Thomas & Hutton Engineering dated July 26, 2016 and the preliminary architectural site plan prepared by Clarius Partners, Scheme 9B, dated June 6, 2016, included herein as part of Exhibit A-1.

Building shall be 702’ long x 310’ wide.

Bay Sizes: 54’ x 50’ (typical interior)

54 x 60’ (dock bays)

A-1

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

A-2

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

Roof membrane —15 years

A-3

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

Division 2 — Sitework

A-4

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

Division 3 — Concrete

A-5

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

A-6

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

Division 5 — Metals

A-7

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

Division 6 — Carpentry and Millwork

Division 7 — Thermal and Moisture Protection

A-8

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

Division 8 — Doors and Hardware

A-9

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

Division 9 — Finishes

A-10

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

Division 10- Specialties

Division 11 — Equipment

Division 15 — Mechanical

A-11

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

Division 16—Electrical

A-12

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

Division 17—Exclusions and Clarifications

A-13

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

A-14

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

A-15

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

EXHIBIT A-2 TO LEASE EXHIBIT A

PRELIMINARY BUDGET

[***]

A-1

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

EXHIBIT A-3 TO LEASE EXHIBIT A

[***]

A-2

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

EXHIBIT A-4 TO LEASE EXHIBIT A

TENANT IMPROVEMENTS

[***]

A-3

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

EXHIBIT A-5 TO LEASE EXHIBIT A

ACCEPTANCE AGREEMENT

THIS ACCEPTANCE AGREEMENT (this “Agreement”) is made and entered into this ____ day of __________, 20_, by and between THORNE RESEARCH, INC., an Idaho corporation (“Tenant”), and GPT SUMMERVILLE OWNER LLC, a Delaware limited liability company (“Landlord”).

RECITALS

AGREEMENT

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1. Tenant acknowledges and agrees that Tenant has completed its walk-through of the Premises. Attached hereto as Exhibit A is a “punch list” of items which Landlord shall cause to be corrected by General Contractor, which punch list items was prepared by Landlord, Tenant and the Architect. Tenant hereby accepts possession of the Premises for purposes of the Lease (subject, however, to the attached punch list items) and without representation or warranty of any kind, express or implied, except as expressly set forth in the Lease.

2. Landlord and Tenant hereby acknowledge the following facts:

3. As modified hereby, the terms of the Lease are hereby ratified and shall remain in full force and effect.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

A-4

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

IN WITNESS WHEREOF, Landlord and Tenant have executed this Agreement as of the date first above written.

A-5

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

EXHIBIT A TO ACCEPTANCE AGREEMENT

PUNCH LIST ITEMS

A-6

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

EXHIBIT A-6 TO LEASE EXHIBIT A

GENERAL CONTRACT

Landlord shall cause to be prepared and delivered to Tenant a proposed General Contract for Tenant’s review and comment on or prior to the applicable milestone date in the original Schedule for the delivery of the proposed General Contract, which proposed General Contract shall be prepared in consultation with Tenant and General Contractor. Tenant shall have a period of ten (10) business days of receipt of the General Contract proposed by Landlord to review and provide reasonable comment with respect to such contract; provided, however, that Landlord has not, and will not by virtue of preparing and agreeing upon a General Contract, guarantee that the maximum amount of Total Project Costs set forth in the General Contract will not be equaled or exceeded in connection with the Substantial Completion and Final Completion of the Building Improvements. Tenant’s failure to timely comment on the draft General Contract shall be deemed Tenant’s approval of the proposed General Contract. Landlord shall use reasonable efforts to incorporate Tenant’s comments to the draft General Contract. If Landlord reasonably and in good faith determines that any requested comments or changes are reasonable and appropriate, Landlord shall within five (5) business days of receipt of Tenant’s comments incorporate such changes or comments and submit the revised General Contract to Tenant for its review and comment. Without limitation, Tenant’s review and approval of the General Contract shall not limit or excuse the obligation of Landlord to perform its obligations with respect to the Building Improvements.

A-7

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

LEASE EXHIBIT B

CALCULATION OF BASE RENT

B.1. Determination of Base Rent. Annual Base Rent payable by Tenant to Landlord for the first Lease Year shall be equal to the product of: (A) the aggregate amount of Landlord `s Share of Total Project Costs, and (B) the Required Yield; provided, however, that (x) Tenant’s obligation to pay Base Rent (but not Additional Rent) shall be abated from the Commencement Date through and including the day immediately preceding the Base Rent Commencement Date, and (y) the initial amount of annual Base Rent shall be subject to adjustment on account of Government Incentives in accordance with Section 3.8 of Exhibit A. As soon as reasonably practicable after the Commencement Date, Landlord shall document and disclose to Tenant the actual amount of Total Project Costs paid or incurred by Landlord to design, permit, entitle, develop, construct and Substantially Complete and Finally Complete the Building Improvements and all punch list items and otherwise perform its obligations under Exhibit A (inclusive of the Land Basis and any other element of Total Project Costs) and the Base Rent for the first Lease Year determined pursuant to the preceding sentence, which shall be payable in equal monthly installments from and after the Base Rent Commencement Date. In all events, no later than twenty (20) days after the Base Rent Commencement Date, Landlord shall disclose and document to Tenant so much of the aggregate amount of Total Project Costs as can reasonably be determined at that time together with a calculation of Base Rent pursuant to the penultimate sentence on the basis of such interim amount of Total Project Costs (such determination, the “Interim Base Rent Determination”). Commencing on the first day of the second month after the Base Rent Commencement Date, Tenant shall pay to Landlord (i) Base Monthly Rent for the first month of the initial Lease Year after the Base Rent Commencement Date on the basis of the Interim Base Rent Determination (or the final determination of Base Rent if then available); and (ii) Base Monthly Rent for the second month of the initial Lease Year after the Base Rent Commencement Date on the basis of the Interim Base Rent Determination (or the final determination of Base Rent if then available). Until such time as a final determination of Base Rent is made (the “Final Determination of Base Rent”), Tenant shall continue to pay Landlord Base Monthly Rent calculated on the basis of the Interim Base Rent Determination. If the Final Determination of Base Rent indicates that actual Base Rent exceeds the amount of Base Rent determined on the basis of the Interim Base Rent Determination, Tenant shall pay to Landlord (together with the next installment of Base Rent owing from Tenant to Landlord) the positive difference between the actual Base Monthly Rent that was owing for the period prior to the Final Determination of Base Rent (the “Interim Period”) and the actual amount of Base Monthly Rent paid by Tenant during such Interim Period on the basis of the Interim Base Rent Determination. If the Final Determination of Base Rent reveals that the actual Base Rent for the Interim Period was less than the Base Rent determined on the basis of the Interim Base Rent Determination, Landlord shall credit against the next installment of Base Monthly Rent owing from Tenant the positive difference between the Base Monthly Rent paid during the Interim Period and the actual amount of the Base Monthly Rent owing for such Interim Period. From and after the Final Determination of Base Rent, Tenant shall pay Base Monthly Rent to Landlord on the basis of the actual Base Rent as so determined. Promptly after the Final Determination of Base Rent, Landlord and Tenant shall execute and enter into an amendment to this Lease describing the Base Rent owing from Tenant to Landlord during the Lease Term (inclusive of the escalations described in item B-2 below). For a period of twelve

B-1

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

(12) months after the Final Determination of Base Rent, Landlord and Tenant shall have the right to reasonably review and audit Total Project Costs, all such books and records in conjunction therewith and the resulting calculation of Base Rent, and, to the extent it is determined that an error in the amount of the Total Project Costs or such calculation occurred, Base Rent shall be adjusted by amendment to this Lease and previous overpayments or underpayments of Base Rent shall be adjusted.

B-2 Escalations. For each Lease Year after the initial Lease Year of the Term, the annual Base Rent payable by Tenant shall be equal to the annual Base Rent for the immediately preceding Lease Year (determined without regard to any rental abatement), multiplied by one hundred two and 50/100 percent (102.50%).

B-2

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

LEASE EXHIBIT C

MEMORANDUM OF LEASE

After recording return to:

c/o Gramercy Property Trust Inc.

550 Blair Mill Road, Suite 120

Horsham, PA 19044

Attn: Lease Administration

MEMORANDUM OF LEASE

This Memorandum of Lease (this “Memorandum”) is made this ____ day of September, 2016, between GPT SUMMERVILLE OWNER LLC, a Delaware limited liability company (“Landlord”), and THORNE RESEARCH, INC., an Idaho corporation (“Tenant”).

WITNESETH:

Landlord and Tenant have entered into a Lease Agreement (the “Lease”) dated September ___, 2016, whereby Landlord has leased to Tenant that certain premises commonly known as Building Lot 3 in the Omni Industrial Campus, Summerville, South Carolina and located on that certain real property, located in Berkeley County, State of South Carolina (the “Property”), the legal description of which Property is set forth on Exhibit “A” attached hereto. The Lease contains provisions and rights appurtenant to the Property, some of which are as follows:

C-1

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

IN WITNESS WHEREOF, this Memorandum has been duly executed by the parties hereto as of the day and year first above written.

C-1

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

STATE OF                          )

             ) SS;

COUNTY OF                      )

The undersigned, a Notary Public, in and for the County and State aforesaid, does hereby certify, that _______________ personally known to me to be the ______________________ of GPT SUMMERVILLE OWNER LLC, a Delaware limited liability company, and personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged under oath that, as such _______________________, he signed and delivered the said instrument pursuant to authority duly given to the sole member of said limited liability company.

Given under my hand and seal this ____ day of ______________, 20_.

My Commission Expires: _______________________________

STATE OF                          )

             ) SS;

COUNTY OF                      )

The foregoing was acknowledged before me this _______ day of _____, 2016, by Paul F. Jacobson, the Chief Executive Officer of THORNE RESEARCH, INC., personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that that person executed the same in that person’s authorized capacity, and that, by that person’s signature on the instrument the person or the entity upon behalf of which the person acted, executed the instrument.

Given under my hand and seal this ____ day of ______________, 20_.

My Commission Expires: _______________________________

C-1

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

EXHIBIT A TO MEMORANDUM OF LEASE

LEGAL DESCRIPTION OF PROPERTY

All that lot, piece or parcel of land, situate, lying and being on the eastern side of Omni Industrial Blvd. in the County of Berkeley, State of South Carolina, measuring and containing 25.81 acres shown an designated as Tract A-3 on a plat entitled “Final Subdivision Plat of Tract A (218.43+/- Ac.) Omni Industrial Commerce Park to create Tract A-3 (25.81 Ac.) & Tract A (192.62+/- Ac.)” drawn by Thomas & Hutton Engineering Co. dated May 19, 2016 and recorded _________, 2016 in Plat Cabinet ___, Pages ____and ____, in the Register of Deeds Office for Berkeley County, South Carolina.

Together with appurtenant easement rights for the encroachment of overhangs and for ingress, egress, use and enjoyment of common areas granted in that certain Declaration of Protective Covenants, Conditions and Restrictions for Omni Industrial Campus by MWV-OMNI, LLC dated September 29, 2014 and recorded October 9, 2014 in Book 11010, Page 267 in said ROD Office; as amended by that certain First Amendment to Declaration of Protective Covenants, Conditions and Restrictions for Omni Industrial Campus dated August 30, 2016, and recorded August 31, 2016, in Book 2262, Page 507 in said Register of Deeds Office for Berkeley County, South Carolina.

C-2

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

LEASE EXHIBIT D

SITE PLAN DEPICTING LOCATION AND CONFIGURATION OF BUILDING EXPANSION

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

FIRST AMENDMENT TO LEASE

THIS FIRST AMENDMENT TO LEASE (the “Amendment”) is made as of the 31st day of January, 2019, by and between GPT SUMMERVILLE OWNER LLC, a Delaware limited liability company, having an office at c/o Gramercy Property Trust, 220 Commerce Drive, Suite 400, Fort Washington, Pa. 19034, attention: Lease Administration (hereinafter called the “Landlord”), and THORNE RESEARCH, INC., an Idaho corporation, having an address at 25820 Highway 2 West; Sandpoint, Idaho 83864 (hereinafter called the “Tenant”).

WITNESSETH:

WHEREAS, by Lease Agreement (the “Lease”) dated September 29, 2016, Landlord leased to Tenant those certain parcels of land being commonly known as Omni Industrial Campus Lot 3, located in Summerville, South Carolina and more particularly described on Schedule A to the Lease, together with the Building Improvements (as defined in the Lease); and

WHEREAS, pursuant to Item B.1 of Lease Exhibit B, promptly after the Final Determination of Base Rent, Landlord and Tenant are obligated to execute and enter into an amendment to the Lease describing the Base Rent owing from Tenant to Landlord during the Lease Term (inclusive of the escalations described in Item B-2 of Lease Exhibit B); and

WHEREAS, with the Final Determination of Base Rent having occurred, Landlord and Tenant desire to amend the Lease to provide for the Base Rent owing from Tenant to Landlord during the Lease Term (inclusive of the escalations described in Item B-2 of Lease Exhibit B), all as more particularly hereinafter set forth.

NOW, THEREFORE, for and in consideration of good and valuable consideration paid by Tenant to Landlord, the receipt and sufficiency of which are, hereby acknowledged by Landlord, the parties do covenant and agree as follows:

1. Defined Terms. Capitalized terms used herein, but otherwise not defined herein, shall have the meaning ascribed to such terms in the Lease and are hereby incorporated by reference.

2. Rent. During the Lease Term, Tenant shall pay Base. Rent with respect to the Premises to Landlord in the amount set forth on Schedule A attached hereto and made a part hereof, in accordance with the applicable provisions of the Lease. Landlord and Tenant hereby acknowledge and agree that this Amendment constitutes the amendment to the Lease describing the Base Rent owing from Tenant to Landlord during the Lease Term (inclusive of the escalations described in Item B-2 of Lease Exhibit B) referenced in the penultimate sentence in Item B.1 of Lease Exhibit B of the Lease.

3. Brokers. Landlord and Tenant each warrant and represent to the other that they did not deal with any real estate broker in connection with the negotiation, execution and delivery of this Amendment. Each party agrees to indemnify, defend, and save the other harmless from and against any and all liabilities, costs, causes of action, damages and expenses, including, without limitation, attorneys’ fees, with respect to or arising out of any claims made by any real estate broker, agent or finder with respect to this Amendment in breach of the foregoing representation.

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

4. Miscellaneous.

(a) The captions preceding the paragraphs of this Amendment are inserted only as a matter of convenience and for reference, and shall in no way be construed to define, limit or describe the scope of this Amendment or the intent of any provision hereof.

(b) Except as herein amended, the Lease is hereby ratified and confirmed and shall continue in full force and effect, and all of the terms, covenants and conditions contained in the Lease shall remain in full force and effect.

(c) All capitalized terms used in this Amendment and not otherwise defined shall have the meaning ascribed to them in the Lease.

(d) Tenant hereby warrants and represents that it has the full and sole right and authority to enter into this Amendment without the prior approval or consent of any party being necessary.

(e) This Amendment shall bind and inure to the benefit of, and maybe enforced by, the parties hereto and their respective heirs, legal representatives, successors and assigns.

(f) The Lease, as hereby modified, contains the entire agreement between the parties and cannot be changed, modified or amended unless such change, modification or amendment is in writing and executed by the party against which the enforcement of the change, modification or amendment is sought.

(g) In the event of any conflict between the terms of the Lease and this Amendment, the terms of this Amendment shall prevail.

[SIGNATURE PAGE FOLLOWS]

2

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

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

3

Certain identified information marked with [***] has been excluded from this exhibit because it

is not material and is of the type that the registrant treats as private and confidential.

SCHEDULE A

BASE RENT

Total Project Cost    $ 29,015,887.70

4