Contract analysis

I. Transmittal of Tenant's First Markup This firm represents Meridian Consumer Brands LLC ("MCB" or "Tenant") in connection with the above-referenced lease transaction. On behalf of MCB, we are pleased to transmit herewith the enclosed redline markup (the "Tenant's First Markup") of the draft Lease Agreement delivered by your firm on behalf of Stonebridge Industrial Realty Trust, LP ("Landlord" or "Stonebridge") on J

II. Premises and Basic Lease Terms The Tenant's First Markup confirms the following basic lease terms, which are consistent with the LOI: • Premises: Approximately 285,000 square feet of warehouse and distribution space, together with approximately 12,500 square feet of finished office and mezzanine space, for a total of approximately 297,500 rentable square feet, located at Building 4, Cranbury Commerce Center, 200

III. Rent Commencement and Free Rent Period Consistent with the LOI, the Tenant's First Markup provides for a free rent period of four (4) months from the Commencement Date (Lease Months 1 through 4), during which Tenant shall pay its pro rata share of NNN operating expenses only and shall have no obligation to pay base rent. MCB has made several important revisions to the free rent provisions in the Landlord's First

IV. Landlord's Work — Scope and Timeline The Tenant's First Markup confirms the agreed scope of Landlord's Work as set forth in the LOI, which includes the following: (a) Installation of new LED lighting throughout the warehouse space; (b) Upgrade of the fire suppression system to Early Suppression Fast Response (ESFR) sprinkler standards; (c) Replacement of dock levelers at all forty-eight (48) dock-high doors and f

V. Tenant Improvement Allowance The Tenant's First Markup confirms the TI Allowance as set forth in the LOI: TI Allowance: $15.00 per rentable square foot × 297,500 RSF = $4,462,500 MCB's revisions address the disbursement mechanics for the TI Allowance, which were inadequately specified in the Landlord's First Draft, as follows: (a) Progress Payments. Landlord shall disburse the TI Allowance in monthly progress paym

VI. Security Deposit / Letter of Credit The Tenant's First Markup reflects the following security deposit arrangements, consistent with the LOI: • Amount: $300,000, equal to three (3) months of Lease Year 1 base rent at $100,000 per month. • Form: Irrevocable standby letter of credit (the "LC"), to be issued by Harborview National Bank, N.A., or another nationally recognized banking institution reasonably acceptable

VII. Limited Guaranty The Lease will be supported by a limited guaranty (the "Guaranty") from Meridian Holdings Inc., a Delaware corporation and the direct parent company of MCB. The principal terms of the Guaranty, as reflected in the Tenant's First Markup, are as follows: • Cap. The Guaranty is capped at twelve (12) months of base rent, or $1,200,000. • Burn-Off. The Guaranty shall be released and shall be of no fu

VIII. Subordination, Non-Disturbance, and Attornment (SNDA) MCB requires that Landlord deliver, as a condition precedent to Tenant's obligation to commence payment of rent under the Lease, a Subordination, Non-Disturbance, and Attornment Agreement ("SNDA") from each holder of a mortgage, deed of trust, or other security instrument currently encumbering the Premises or the Cranbury Commerce Center. The SNDA must provi

IX. Co-Tenancy Provisions MCB has inserted co-tenancy protections in the Tenant's First Markup relating to Landlord's operation and management of the Cranbury Commerce Center as a multi-building industrial park. As you are aware, the Cranbury Commerce Center comprises at least four (4) buildings situated on a campus of approximately sixty-two (62) acres. Building 4 shares access drives, stormwater management systems,

X. Casualty and Condemnation MCB has significantly revised the casualty and condemnation provisions in the Landlord's First Draft, which were heavily landlord-favorable and inconsistent with market practice for institutional-quality industrial lease transactions. The principal revisions are as follows: Casualty. If a fire, flood, or other casualty renders more than twenty-five percent (25%) of the Premises untenantab

XI. Environmental Provisions MCB's revisions to the environmental provisions in the Landlord's First Draft address risk allocation in light of the environmental due diligence performed by Tenant in connection with this transaction. Specifically, MCB has reviewed the Phase I Environmental Site Assessment prepared by Blackthorn Environmental Consulting, Inc. (Report No. BEC-2022-0814, dated August 5, 2022) (the "Phase

XII. Assignment and Subletting MCB has substantially reworked the assignment and subletting provisions in the Landlord's First Draft, which imposed unduly restrictive conditions on Tenant's ability to transfer or share the Premises. The principal revisions are as follows: • Consent Standard. Tenant may assign the Lease or sublet all or any portion of the Premises with Landlord's prior written consent, which consent s

XIII. Early Termination Option The Tenant's First Markup includes an early termination option providing Tenant with the right to terminate the Lease after Lease Year 7 (i.e., with a termination effective date no earlier than the last day of Lease Year 7). Tenant must deliver at least eighteen (18) months' prior written notice to Landlord to exercise this option. The early termination fee payable by Tenant shall be eq

XIV. Renewal Options The Tenant's First Markup provides Tenant with two (2) successive five (5)-year renewal options, each at ninety-five percent (95%) of the then-prevailing fair market rent. Tenant must provide at least twelve (12) months' prior written notice to Landlord to exercise each renewal option. MCB has inserted a detailed fair market rent determination procedure to avoid disputes regarding the renewal ren

XV. Insurance MCB's revisions to the insurance provisions conform the Lease to the requirements agreed upon in the LOI and to MCB's existing insurance program, which is placed through Ridgeline Mutual Insurance Company. The Tenant's First Markup requires the following coverage: All policies must be issued by insurance carriers rated A- VII or better by A.M. Best Company (or an equivalent rating from another nationall

XVI. Default and Remedies MCB's revisions to the default and remedies provisions are among the most significant changes in the Tenant's First Markup. The Landlord's First Draft contained one-sided default and remedy provisions that afforded Tenant inadequate notice and cure protections and entirely failed to address Landlord defaults. The principal revisions are as follows: • Monetary Default — Cure Period. Tenant sh

XVII. Miscellaneous Open Business Points In addition to the foregoing, MCB's First Markup addresses several additional business points that we would like to bring to Landlord's attention for discussion: Signage. MCB requests the right to install building-mounted signage on the exterior of Building 4, including identification signage on the front façade and directional signage on the truck court side of the building.

XIX. Reservation of Rights MCB expressly reserves all rights under the LOI and at law and in equity. Nothing contained in this letter or in the enclosed Tenant's First Markup shall constitute or be deemed to constitute a waiver of any right, claim, or defense available to MCB under the LOI, applicable law, or otherwise. The enclosed Tenant's First Markup does not constitute a binding agreement between the parties. No