Contract analysis

ARTICLE 1 — BASIC LEASE PROVISIONS AND DEFINITIONS

Section 1.1 — Basic Lease Provisions Summary The following is a summary of certain basic provisions of this Lease. Each item below is more fully described in the applicable Article or Section referenced herein. In the event of any conflict between the provisions of this Section 1.1 and the more detailed provisions of any other Article or Section of this Lease, such other Article or Section shall control.

Section 1.2 — Definitions As used in this Lease, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Section 1.2 shall have the meanings ascribed to them elsewhere in this Lease. "Affiliate" means any entity that, directly or indirectly, controls, is controlled by, or is under common control with the entity in question, where "control" means the ownership of mor

Section 2.1 — Initial Term The term of this Lease (the "Term") shall consist of ten (10) Lease Years, commencing on the Commencement Date and expiring on the Expiration Date, unless sooner terminated or extended as provided in this Lease. The Term, together with any renewal term exercised pursuant to Article 26, is sometimes referred to herein as the "Term."

Section 2.2 — Commencement Date Determination The "Commencement Date" shall be the later of (a) the date of Substantial Completion of Landlord's Work (as defined in Section 7.3 and Exhibit B) or (b) January 1, 2023 (the "Target Commencement Date"). If Landlord's Work is not Substantially Complete by the Target Commencement Date, Tenant shall not be obligated to pay Rent until Substantial Completion is achieved, but t

Section 2.3 — Commencement Date Memorandum Within thirty (30) days after the Commencement Date, Landlord and Tenant shall execute a Commencement Date Memorandum in the form of Exhibit E attached hereto, confirming (a) the Commencement Date, (b) the Rent Commencement Date, (c) the Expiration Date, and (d) such other information as may be relevant. Tenant's failure to execute the Commencement Date Memorandum within suc

Section 2.4 — Early Access Tenant shall have the right to access the Premises during the thirty (30) day period immediately preceding the Commencement Date (the "Early Access Period") for the sole purposes of installing racking, automation equipment, conveyor systems, furniture, fixtures, telecommunications infrastructure, and other equipment, and performing such other preparatory activities as are reasonably necessa

Section 3.1 — Base Rent Commencing on the Rent Commencement Date (subject to the Free Rent Period set forth in Section 3.2), Tenant shall pay to Landlord annual Base Rent in the amounts set forth below, payable in equal monthly installments in advance on the first (1st) day of each calendar month during the Term, without notice, demand, offset, or deduction (except as expressly set forth in Section 8.2 and Section 17

Section 3.2 — Free Rent Notwithstanding anything in Section 3.1 to the contrary, Tenant shall not be obligated to pay Base Rent during the first four (4) months of the Term following the Commencement Date (the "Free Rent Period"). The Free Rent Period shall commence on the Commencement Date and shall expire on the last day of the fourth (4th) full calendar month following the Commencement Date. If the Commencement Da

Section 3.3 — Late Charge and Interest If any installment of Rent is not received by Landlord within five (5) business days after the date such payment is due, Tenant shall pay a late charge equal to four percent (4%) of the overdue amount. The late charge is intended to compensate Landlord for the additional administrative cost and expense of handling delinquent payments and is not intended as a penalty. In addition

ARTICLE 4 — OPERATING EXPENSES AND TAXES (NNN)

Section 4.1 — Triple Net Lease This Lease is intended to be an absolutely net lease to Landlord. Except as otherwise expressly provided in this Lease, Tenant shall be responsible for and shall pay, in addition to Base Rent, Tenant's Share of all Operating Expenses attributable to the Building and the Property, and Tenant's proportionate share of Park Common Area Expenses, all as more fully set forth in this Article 4

Section 4.2 — Operating Expenses Defined "Operating Expenses" means all costs and expenses incurred by Landlord in connection with the ownership, operation, management, maintenance, repair, and replacement of the Building, the Property, and the Premises (to the extent not the direct obligation of Tenant under other provisions of this Lease), including without limitation the following: (a) Real Estate Taxes. All real

Section 4.3 — Park Common Area Expenses In addition to the Operating Expenses attributable to the Building and the Property, Tenant shall pay Tenant's proportionate share of all costs and expenses incurred by Landlord in connection with the operation, maintenance, repair, and replacement of the Park Common Areas (collectively, "Park Common Area Expenses"). Tenant's proportionate share of Park Common Area Expenses sha

Section 4.4 — Estimated Payments; Reconciliation Prior to the commencement of each calendar year during the Term (and, with respect to the first partial calendar year, prior to the Commencement Date), Landlord shall deliver to Tenant a written estimate of the Operating Expenses and Park Common Area Expenses for such calendar year (the "Estimated Operating Expenses"). The current Estimated Operating Expenses are $2.85

Section 4.5 — Audit Rights Tenant shall have the right, at Tenant's sole cost and expense, to audit and examine Landlord's books and records relating to Operating Expenses and Park Common Area Expenses for any calendar year, subject to the following conditions: (a) Tenant may exercise such audit right no more than once per calendar year, and such audit must be initiated within twelve (12) months after Tenant's receip

Section 5.1 — Letter of Credit On or prior to the Commencement Date, Tenant shall deliver to Landlord an irrevocable standby letter of credit (the "LC") in the initial amount of Three Hundred Thousand Dollars ($300,000.00), which amount is equal to three (3) months of Year 1 Base Rent. The LC shall be governed by the following terms and conditions: (a) The LC shall be issued by a commercial bank reasonably acceptable

Section 5.2 — LC Burn-Down The required amount of the LC shall be reduced (the "Burn-Down") as follows, provided that, as of the applicable reduction date and during the twelve (12) month period immediately preceding such reduction date, no monetary default (whether or not subsequently cured) has occurred under this Lease: (a) Effective as of the first (1st) day of Lease Year 4, the required LC amount shall be reduce

Section 5.3 — Application and Return Landlord may draw upon the LC (or apply any cash security deposit held in lieu thereof) to cure any default by Tenant under this Lease, including any failure to pay Rent when due, any failure to perform any non-monetary obligation, or to reimburse Landlord for any damages sustained by Landlord as a result of Tenant's default. Any such application shall not constitute a waiver of L

ARTICLE 6 — USE AND COMPLIANCE WITH LAWS

Section 6.1 — Permitted Use Tenant shall use and occupy the Premises solely for the following purposes (collectively, the "Permitted Use"): warehousing, distribution, fulfillment, light assembly, packaging, and related office and ancillary uses in connection with Tenant's consumer packaged goods business, including the storage and distribution of shelf-stable snack foods, condiments, and specialty beverages, and incl

Section 6.2 — Compliance with Laws Tenant shall, at Tenant's sole cost and expense, comply with all applicable Laws pertaining to Tenant's use and occupancy of the Premises, including without limitation the Americans with Disabilities Act, the Occupational Safety and Health Act, and all Environmental Laws. Tenant shall obtain and maintain all permits, licenses, and approvals required for Tenant's operations at the Pr

Section 6.3 — Exclusive Use / Co-Tenancy Landlord acknowledges Tenant's interest in protecting its business operations at the Premises from direct competition within the Park. In recognition thereof, Landlord agrees that, during the Term, Landlord shall not lease space within Cranbury Commerce Center to a tenant whose primary use is the warehousing and distribution of snack foods, condiments, or specialty beverages.

Section 7.1 — Scope of Landlord's Work Landlord shall perform the improvements and installations described on Exhibit B attached hereto (collectively, "Landlord's Work"), at Landlord's sole cost and expense. The estimated cost of Landlord's Work is One Million Eight Hundred Fifty Thousand Dollars ($1,850,000.00). Landlord's Work includes the following: (a) Installation of new LED lighting throughout all warehouse are

Section 7.2 — Delivery Condition Landlord shall deliver the Premises to Tenant on the Commencement Date in "warm vanilla shell" condition, with Landlord's Work complete, broom-clean, free of all tenancies, occupancies, and personal property of prior occupants, and in compliance with all applicable Laws. The Premises shall be delivered with all Building Systems in good working order and the structural components of th

Section 7.3 — Substantial Completion "Substantial Completion" means the date on which Landlord's Work has been substantially completed in accordance with the plans and specifications set forth in Exhibit B, as certified by Landlord's architect, except for minor punch-list items that do not materially interfere with Tenant's use and occupancy of the Premises. Landlord shall deliver written notice to Tenant, together w

Section 7.4 — Delays The following provisions shall govern delays in the completion of Landlord's Work: (a) Tenant Delay. If the completion of Landlord's Work is delayed by any Tenant Delay, the Commencement Date shall not be deferred on account of such Tenant Delay, and the Commencement Date shall be deemed to have occurred on the date that Substantial Completion would have been achieved but for the Tenant Delay. (b

ARTICLE 8 — TENANT IMPROVEMENTS AND ALLOWANCE

Section 8.1 — Tenant Improvement Allowance Landlord shall provide Tenant with a tenant improvement allowance in the amount of Four Million Four Hundred Sixty-Two Thousand Five Hundred Dollars ($4,462,500.00), calculated at the rate of Fifteen Dollars ($15.00) per rentable square foot multiplied by 297,500 rentable square feet (the "TI Allowance"). The TI Allowance shall be used exclusively for the design, permitting,

Section 8.2 — Disbursement The TI Allowance shall be disbursed by Landlord to Tenant (or, at Landlord's election, directly to Tenant's contractors) in arrears, upon Tenant's submission of draw requests in accordance with the following procedures: (a) Tenant shall submit each draw request in writing, accompanied by (i) invoices or payment applications from Tenant's contractors and suppliers, (ii) conditional lien waiv

Section 8.3 — Excess Costs; Unused Allowance All costs of Tenant Improvements in excess of the TI Allowance shall be Tenant's sole responsibility, and Tenant shall pay such excess costs directly to Tenant's contractors and suppliers. Any portion of the TI Allowance that has not been disbursed or for which a complete draw request has not been submitted within eighteen (18) months after the Commencement Date shall be f

Section 8.4 — Ownership of Tenant Improvements All Tenant Improvements (other than Tenant's trade fixtures, racking systems, automation equipment, conveyor systems, and personal property) shall become the property of Landlord upon installation and shall remain upon and be surrendered with the Premises at the expiration or earlier termination of this Lease, without compensation to Tenant. At the time of Landlord's app

ARTICLE 9 — MAINTENANCE AND REPAIRS

Section 9.1 — Tenant's Obligations Throughout the Term, Tenant shall, at Tenant's sole cost and expense, maintain and repair the interior of the Premises in good order, condition, and repair, including without limitation: (a) Interior floors (including warehouse floors and office flooring); (b) Interior walls and partitions; (c) Interior doors, including all dock doors, dock levelers, dock seals, dock shelters, and o

Section 9.2 — Landlord's Obligations Landlord shall, subject to reimbursement through Operating Expenses as provided in Article 4, maintain, repair, and replace (as necessary) the following portions of the Building and the Property: (a) Structural components, including the foundation, structural walls, load-bearing columns, and structural roof deck; (b) The roof membrane and roofing system; (c) Exterior walls, includ

Section 9.3 — Landlord's Right of Entry Landlord and Landlord's agents, employees, and contractors shall have the right to enter the Premises at reasonable times for the purposes of (a) inspecting the Premises, (b) performing Landlord's maintenance and repair obligations, (c) showing the Premises to prospective tenants during the last twelve (12) months of the Term or to prospective purchasers or lenders at any time

Section 10.1 — Consent Requirement Tenant shall not make any alterations, additions, or improvements to the Premises (other than Tenant Improvements funded from the TI Allowance, which are governed by Article 8) without Landlord's prior written consent. Landlord's consent shall be governed by the following standards: (a) Non-Structural Interior Alterations Costing Less Than $250,000. For non-structural interior alter

Section 10.2 — Conditions to Alterations As a condition to Landlord's consent (or as a condition to Tenant's right to proceed with alterations not requiring consent), the following shall apply: (a) Tenant shall submit to Landlord for review complete plans and specifications for the proposed alteration, prepared by a licensed architect or engineer; (b) Tenant shall obtain Landlord's written approval of Tenant's contra

Section 11.1 — Landlord's Obligation to Restore If the Premises or the Building is damaged or destroyed by fire or other casualty, Landlord shall, subject to Sections 11.3 and 11.4, promptly restore the Premises (excluding Tenant Improvements and Tenant's personal property, trade fixtures, racking, automation equipment, and other property) to substantially the same condition as existed immediately prior to such casua

Section 11.2 — Rent Abatement From the date of any casualty that renders all or any portion of the Premises untenantable, Base Rent and Operating Expenses shall be abated in proportion to the area of the Premises that is rendered untenantable and is not actually used or usable by Tenant for the conduct of Tenant's business, commencing on the date of the casualty and continuing until the earlier of (a) the date on whi

Section 11.3 — Termination Rights (a) Landlord's Termination Right. Landlord may terminate this Lease by written notice to Tenant given within sixty (60) days after the date of a casualty if: (i) The estimated cost of restoration of the Building (as determined by a licensed architect or engineer engaged by Landlord) exceeds fifty percent (50%) of the replacement value of the Building as of the date of the casualty; o