Contract analysis

ARTICLE 1 — BASIC LEASE INFORMATION AND DEFINED TERMS

Section 1.1 — Basic Lease Information Summary The following is a summary of certain basic terms and conditions of this Lease Agreement (this "Lease"). Each item below shall be deemed to incorporate all of the terms set forth in this Lease pertaining to such item. In the event of any conflict between the provisions of this Section 1.1 and any other provision of this Lease, the more detailed provision shall control.

Section 1.2 — Defined Terms As used in this Lease, the following capitalized terms shall have the meanings set forth below. Any capitalized terms not defined in this Section 1.2 shall have the meanings ascribed to them elsewhere in this Lease. "Additional Rent" means all sums payable by Tenant to Landlord under this Lease other than Base Rent, including, without limitation, Tenant's Proportionate Share of NNN Expense

Section 2.1 — Demise Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the Premises described in Section 1.1 and as more particularly described in the legal description attached hereto as Exhibit A and depicted on the floor plan attached hereto as Exhibit A-1, for the Term and upon the terms and conditions set forth in this Lease. The Premises consist of the entirety of Building 4 at the Cranb

Section 2.2 — Common Areas and Appurtenances In addition to the Premises, Tenant shall have the non-exclusive right, in common with Landlord, other tenants, and occupants of the Cranbury Commerce Center, to use the Common Areas located within the Property and the Cranbury Commerce Center, including without limitation all driveways, access roads, shared internal access drives within the Cranbury Commerce Center (a six

Section 2.3 — Measurement and square Footage The square footage of the Premises is approximately 297,500 rentable square feet, consisting of approximately 285,000 square feet of warehouse/distribution space and approximately 12,500 square feet of finished office/mezzanine space, as measured in accordance with the Building Owners and Managers Association (BOMA) standards for industrial buildings (ANSI/BOMA Z65.2-2012)

Section 2.4 — Condition of Premises; As-Is Provisions Except as expressly set forth in Exhibit C with respect to Landlord's Work , Tenant accepts the Premises in its "as-is, where-is" condition as of the Commencement Date, without any representation or warranty by Landlord of any kind, whether express or implied. Tenant represents and warrants that Tenant has inspected the Premises and is familiar with the physical c

Section 3.1 — Initial Term The initial term of this Lease (the "Term") shall be ten (10) Lease Years, commencing on the Commencement Date and expiring at 11:59 p.m. on the Expiration Date, unless earlier terminated or extended in accordance with the terms hereof. If the Commencement Date falls on a day other than the first (1st) day of a calendar month, the first Lease Year shall be extended to include the partial mo

Section 3.2 — Commencement Date 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 C) or (b) January 1, 2023 (the "Target Commencement Date"). Landlord shall use commercially reasonable efforts to achieve Substantial Completion of Landlord's Work on or before the Target Commencement Date; provided, however, that In the event tha

Section 3.3 — Confirmation of Commencement Date Within thirty (30) days after the Commencement Date, Landlord and Tenant shall execute a Commencement Date Memorandum in the form attached hereto as Exhibit B, which shall confirm: (a) the Commencement Date, (b) the Rent Commencement Date (i.e., the date upon which Tenant's obligation to pay Base Rent commences following the expiration of the Free Rent Period), (c) the

Section 3.4 — Renewal Options (a) Grant of Options. Subject to the terms and conditions set forth in this Section 3.4 and Section 3.5, Landlord hereby grants to Tenant two (2) successive options to extend the Term for a period of five (5) years each (each such five-year period, a "Renewal Term"). The first Renewal Term shall commence on the day immediately following the Expiration Date of the initial Term and shall e

Section 3.5 — Fair Market Rent Determination (a) Landlord's Determination. Within after Landlord's receipt of Tenant's renewal notice delivered pursuant to Section 3.4, Landlord shall deliver to Tenant written notice setting forth Landlord's determination of the fair market rent for the applicable Renewal Term (the "Landlord's FMR Notice"). (b) Negotiation Period. If Tenant disagrees with Landlord's determination of

Section 3.6 — Early Termination Option (a) Grant of Option. Subject to the terms and conditions set forth in this Section 3.6, Tenant shall have a one-time option to terminate this Lease effective as of the last day of Lease Year 7 (the "Early Termination Date"). (b) Exercise. Tenant shall exercise such early termination option by delivering irrevocable written notice to Landlord not less than months prior to the Ear

Section 4.1 — Base Rent Commencing on the Rent Commencement Date (i.e., the first day of the month of the Term, following the expiration of the Free Rent Period set forth in Section 4.3), and continuing throughout the remainder of the Term, Tenant shall pay to Landlord annual Base Rent of One Million Two Hundred Thousand and 00/100 Dollars ($1,200,000.00) during Lease Year 1, payable in equal monthly installments of

Section 4.2 — Rent Escalations Commencing on the first day of Lease Year 2, and on the first day of each successive Lease Year during the Term, the annual Base Rent shall increase by over the Base Rent payable during the immediately preceding Lease Year, compounding annually. The Base Rent schedule for the initial Term is as follows: The aggregate Base Rent over the initial ten (10) year Term (inclusive of all escala

Section 4.3 — Free Rent Notwithstanding Section 4.1, Tenant shall not be obligated to pay Base Rent for the first full calendar months following the Commencement Date (i.e., months 1 through of the Term) (the "Free Rent Period"). If the Commencement Date falls on a day other than the first day of a calendar month, the Free Rent Period shall commence on the Commencement Date and shall expire on the last day of the ful

Section 4.4 — Additional Rent / NNN Expenses In addition to Base Rent, Tenant shall pay, as Additional Rent, Tenant's Proportionate Share (100%) of all Operating Expenses, Taxes, and insurance costs (collectively, "NNN Expenses") incurred by Landlord with respect to the Property during each calendar year (or partial calendar year) during the Term. Estimated NNN Expenses for the 2022 calendar year are Two Dollars and

Section 4.5 — Operating Expenses Defined "Operating Expenses" means all costs and expenses of every kind and nature incurred by Landlord in operating, maintaining, repairing, managing, and administering the Property and the Common Areas, including, without limitation: (a) costs of maintaining, repairing, resurfacing, restriping, and cleaning the Common Areas, including driveways, access roads, shared internal access

Section 4.6 — Taxes "Taxes" means all real property taxes, ad valorem taxes, general and special assessments, governmental levies, charges, and impositions of every kind and nature, whether general, special, ordinary, or extraordinary, that are levied, assessed, or imposed upon or with respect to the Property (including the land, improvements, and fixtures thereon), including any tax levied in whole or in part in lie

Section 4.7 — Late Charges and Default Interest (a) Late Charges. If any installment of Rent or any other sum payable by Tenant under this Lease is not received by Landlord within , Tenant shall pay to Landlord a late charge equal to of the overdue amount. Landlord and Tenant acknowledge that the actual damages arising from late payment are difficult to ascertain, and such late charge represents a reasonable estimate

ARTICLE 5 — USE AND COMPLIANCE

Section 5.1 — Permitted Use The Premises shall be used and occupied by Tenant solely for the Permitted Use, namely: warehousing, distribution, light assembly, packaging, and ancillary office use in connection with the manufacture, storage, and distribution of consumer packaged goods, and for no other purpose. Tenant shall not use or permit the Premises to be used for any other purpose without Landlord's prior written

Section 5.2 — Compliance with Laws Tenant shall, at Tenant's sole cost and expense, promptly comply with and cause the Premises to comply with all applicable federal, state, and local laws, statutes, ordinances, codes, rules, regulations, requirements, orders, judgments, and decrees now in force or hereafter enacted, adopted, or promulgated, including, without limitation, all applicable zoning laws, building codes, f

Section 5.3 — Hazardous Materials (a) Restrictions on Use. Tenant shall not use, generate, manufacture, produce, store, treat, release, discharge, or dispose of any Hazardous Materials at, on, under, or about the Premises or the Property, or transport any Hazardous Materials to or from the Premises, except for such Hazardous Materials as are customarily used in connection with the Permitted Use (e.g., cleaning suppli

Section 5.4 — Nuisance and Prohibited Activities Tenant shall not use or permit the use of the Premises in any manner that (a) creates or constitutes a public or private nuisance, (b) causes unreasonable noise, vibration, odor, or emission, (c) interferes with the use and enjoyment of adjacent properties or the Common Areas, (d) causes damage to the Premises or the Property, or (e) increases the cost of insurance for

Section 6.1 — Letter of Credit Concurrently with the execution and delivery of this Lease, Tenant shall deliver to Landlord an irrevocable standby letter of credit (the "Letter of Credit") in the amount of Three Hundred Thousand and 00/100 Dollars ($300,000.00), issued by a The proposed issuing bank is Harborview National Bank, N.A., 300 Vesey Street, New York, NY 10281. The Letter of Credit shall be in the form atta

Section 6.2 — Draws on Letter of Credit Landlord may draw upon the Letter of Credit, in whole or in part, upon the occurrence of any of the following: (a) an Event of Default by Tenant under this Lease; (b) Tenant's failure to renew or replace the Letter of Credit at least sixty (60) days prior to its expiration; (c) the issuing bank's ; or (d) the issuing bank being placed in receivership, liquidation, or conservato

Section 6.3 — Burn-Down The required face amount of the Letter of Credit shall be reduced as follows, provided that (i) no Event of Default exists at the time of the requested reduction : (a) After the expiration of Lease Year 3, the required amount shall be reduced to Two Hundred Thousand and 00/100 Dollars ($200,000.00). (b) After the expiration of Lease Year 6, the required amount shall be reduced to One Hundred T

Section 6.4 — Return of Security Deposit Landlord shall return the Letter of Credit (or any remaining cash security deposit, less any amounts applied by Landlord in accordance with this Article 6) to Tenant within days after the later of (a) the Expiration Date (or earlier termination of this Lease) or (b) the date on which Tenant has surrendered the Premises in the condition required under Article 17 and satisfied a

ARTICLE 7 — LANDLORD'S WORK AND DELIVERY

Section 7.1 — Landlord's Work Landlord shall perform the work described in the Work Letter attached hereto as Exhibit C (the "Landlord's Work") at Landlord's sole cost and expense. The estimated cost of Landlord's Work is One Million Eight Hundred Fifty Thousand and 00/100 Dollars ($1,850,000.00), which shall not be deducted from the Tenant Improvement Allowance. The scope of Landlord's Work shall include the followi

Section 7.2 — Delivery Condition Landlord shall deliver the Premises to Tenant in "warm vanilla shell" condition with all Landlord's Work substantially complete. As used herein, "warm vanilla shell" condition means the following: (a) Concrete floors, sealed and in broom-clean condition; (b) Demising walls and exterior walls in place; (c) HVAC system operational and in good working order; (d) Plumbing roughed-in for r

Section 7.3 — Substantial Completion Landlord's Work shall be deemed "Substantially Complete" when Landlord's architect reasonably certifies in writing that the Landlord's Work has been completed in substantial accordance with the plans and specifications set forth in Exhibit C, subject only to minor punch-list items that do not materially interfere with Tenant's use and occupancy of the Premises. Landlord shall deli

Section 7.4 — Tenant's Access Prior to Commencement to the Premises prior to the Commencement Date for the sole purpose of installing Tenant's equipment, racking, racking systems, conveyor systems, automation equipment, telecommunications and data infrastructure, and other improvements and personal property, provided that such early access (a) does not interfere with Landlord's performance of Landlord's Work and (b)

ARTICLE 8 — TENANT IMPROVEMENT ALLOWANCE

Section 8.1 — Allowance Amount Landlord shall provide to Tenant a tenant improvement allowance (the "Tenant Improvement Allowance" or "TI Allowance") in the amount of per rentable square foot of the Premises, equal to , based upon 297,500 rentable square feet, to be applied toward the cost of Tenant's Work in accordance with this Article 8 and Exhibit D. The TI Allowance covers hard construction costs, architectural

Section 8.2 — Tenant's Work Tenant shall perform, at Tenant's sole cost and expense (subject to reimbursement from the TI Allowance), all improvements necessary or desired to prepare the Premises for Tenant's occupancy and use in accordance with the Permitted Use ("Tenant's Work"). Tenant's Work may include, without limitation, the installation of racking systems, conveyor systems, automation and robotics equipment,

Section 8.3 — Disbursement The TI Allowance shall be disbursed by Landlord upon Tenant's submission of the following documentation to Landlord: (a) a written request for disbursement, accompanied by a detailed breakdown of costs incurred; (b) copies of paid invoices from all contractors, subcontractors, architects, engineers, and consultants; (c) unconditional lien waivers and releases from all contractors, subcontra

Section 8.4 — Excess Costs Any and all costs of Tenant's Work in excess of the TI Allowance shall be the sole responsibility of Tenant. Tenant shall pay all such excess costs directly to Tenant's contractors and shall not look to Landlord for reimbursement of any amount in excess of the TI Allowance. Tenant shall provide evidence satisfactory to Landlord that all costs in excess of the TI Allowance have been paid in

ARTICLE 9 — MAINTENANCE, REPAIRS, AND ALTERATIONS

Section 9.1 — Tenant's Maintenance Obligations Tenant shall, at Tenant's sole cost and expense, maintain the Premises in good order, condition, and repair throughout the Term, including, without limitation, the following: (a) all HVAC systems, equipment, and ductwork exclusively serving the Premises ; (b) all plumbing and plumbing fixtures; (c) all electrical systems, panels, wiring, and fixtures; (d) all dock levele

Section 9.2 — Landlord's Maintenance Obligations Landlord shall maintain and repair Landlord's obligation under this Section 9.2 shall not extend to any damage to the structural elements caused by Tenant, any Tenant Party, or any act, omission, or negligence of Tenant or any Tenant Party, the cost of repair of which shall be borne solely by Tenant. For the avoidance of doubt, Landlord shall .

Section 9.3 — Alterations (a) Consent Required. Tenant shall not make or permit to be made any Alterations to the Premises (other than Tenant's Work approved in accordance with Article 8) without Landlord's prior written consent. With respect to any Alteration that (i) affects the structural elements of the Building, (ii) is visible from the exterior of the Building, (iii) involves penetrations of the roof membrane,

Section 9.4 — Mechanic's Liens Tenant shall not permit any mechanic's lien or other lien to be filed against the Premises or the Property by reason of any work, labor, services, or materials supplied or claimed to have been supplied to Tenant or to anyone holding the Premises through or under Tenant. If any such lien is filed, Tenant shall, within days after Tenant receives notice of the filing thereof, cause such li

Section 10.1 — Tenant's Insurance Obligations Tenant shall maintain and keep in force at all times during the Term (and during any period of early access prior to the Commencement Date) the following insurance coverages, at Tenant's sole cost and expense: (a) Commercial General Liability Insurance with limits of not less than Five Million Dollars ($5,000,000.00) per occurrence and Ten Million Dollars ($10,000,000.00)

Section 10.2 — Landlord's Insurance Landlord shall maintain property insurance on the Building (shell and core, excluding Tenant's improvements and personal property) for full replacement cost, on an "all risk" or "special form" basis, and commercial general liability insurance with limits . Landlord may maintain such other insurance as Landlord or Landlord's lender deems advisable. The cost of all insurance maintain

Section 10.3 — Waiver of Subrogation Each party hereby waives all rights of recovery, claims, actions, and causes of action against the other party and the other party's respective agents, officers, directors, employees, contractors, and invitees for any loss or damage to the extent such loss or damage is covered by (or would have been covered by had the waiving party maintained the insurance required under this Leas

Section 10.4 — Tenant's Indemnification Tenant shall indemnify, defend (with counsel reasonably acceptable to Landlord), and hold harmless Landlord and all Landlord Parties from and against any and all claims, actions, suits, proceedings, liabilities, judgments, damages, losses, costs, and expenses (including reasonable attorneys' fees and court costs) arising from or in connection with: (a) Tenant's use, occupancy,

ARTICLE 11 — CASUALTY AND CONDEMNATION

Section 11.1 — Casualty (a) Repair by Landlord. If the Premises or any portion thereof is damaged by fire or other casualty, Landlord shall, subject to the provisions of this Section 11.