DRAFT SUBJECT TO FINALIZATION AND EXECUTION LEASE. by and between NEWCO LP. and THE TRUSTEES OF PURDUE UNIVERSITY

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2 Exhibit A DRAFT SUBJECT TO FINALIZATION AND EXECUTION LEASE by and between NEWCO LP and THE TRUSTEES OF PURDUE UNIVERSITY for certain space in the building located at (Convergence), West Lafayette, Indiana, 2018

3 LEASE THIS LEASE (the "Lease") is entered into by and between [NEWCO LP] ("Lessor") and THE TRUSTEES OF PURDUE UNIVERSITY ("TTPU"). RECITALS Purdue Research Foundation ( PRF ), as Ground Lessor, entered into a Ground Lease with Lessor for the lease of the Real Estate to Lessor. The Lessor is constructing a Building and certain improvements on the Real Estate. Lessor desires to lease to TTPU the Leased Premises pursuant to the terms and conditions contained in this Lease. TTPU desires to lease the Leased Premises from Lessor pursuant to the terms and conditions contained in this Lease. NOW, THEREFORE, in consideration of the foregoing promises, covenants and agreements, the sufficiency of which is hereby acknowledged, Lessor and TTPU agree as follows: BODY OF AGREEMENT ARTICLE 1 DEFINITIONS The following terms shall have the following meanings when capitalized in the recitals or in the body of this Lease: "Base Rent" includes Rent, Common Area Expenses, Tax Expenses, building insurance, management, operation and maintenance of the building, exterior maintenance, HVAC Utility Costs, and Utility Charges but does not include janitorial services of the Leased Premises, telecommunications, data, and other sums for which TTPU is directly responsible as otherwise provided in this Lease, and means the following amounts: -2-

4 Lease Year Per Square Foot Annual Base Rent* 1 $26.50 $795, $27.03 $810, $27.57 $827, $28.12 $843, $28.68 $860, $29.26 $877, $29.84 $895, $30.44 $913, $31.05 $931, $31.67 $950, $32.30 $969, $32.95 $988, $33.61 $1,008, $34.28 $1,028, $34.97 $1,048, * Base Rent increases 2% annually. The Base Year of this lease is estimated at $7.50 psf. (1) Tenant shall pay Lessor as Additional Rent for each calendar year or portion thereof during the Term the Tenant s percentage share of the sum of Operating Costs for such period in excess of Operating Costs for the Base Year. Operating Costs for any calendar year during which average occupancy of the Building is less than one hundred percent (100%) shall be calculated based upon the Operating Costs that would have been incurred if the Building had an average occupancy of one hundred percent (100%) during the entire calendar year. (2) Prior to the beginning of each calendar year, Lessor shall notify Tenant of Lessor s estimate of Operating Costs for the following calendar year. Commencing on the first day of January of each calendar year and continuing on the first day of every month thereafter in such year, Tenant shall pay to Lessor one-twelfth (1/12th) of the estimated Additional Rent. If Lessor thereafter estimates that Operating Costs for such year will vary from Lessor s prior estimate, Lessor may, by notice to Tenant, revise the estimate for such year (and Additional Rent shall thereafter be payable based on the revised estimate). If Operating Costs increase by more than 2% in a year, Lessor may increase Base Rent for the subsequent Lease Year provided the Net Effective Rent to TTPU does not exceed $950, If Lessor proposes to increase the Base Rent, Lessor must provide written notice to TTPU of the amount of the proposed increase at least 90 days prior to the end of the current Lease Year. TTPU shall have the right to review Lessor s records to confirm the cost of Common Area Expenses and Tax Expenses, and other Operating Costs and the amount of the Net Effective Rent to TTPU. TTPU shall have the right to audit Lessor s records with respect to Operating Costs. Lessor shall furnish TTPU such information as TTPU shall reasonably request to verify Operating Statement ( Operating Statement ). The Operating Statement shall be rendered by -3-

5 Lessor to TTPU within one (1) month after calculation of such Operating Costs by Lessor. In the event TTPU s audit discloses discrepancies, the appropriate adjustment shall be made. Base Year means the first full calendar year of Operating Cost following the lease execution. Under the Base Year scenario, Base Rent would be locked in for the initial calendar year of the Agreement. The Base Year would be established by the first full calendar year of Operating Cost. Additional rent above Base Rent would be payable by the Tenant starting in the third year of the Agreement. For example, currently Operating Costs are estimated at $7.50 psf. If the Base Year calculates the Operating Costs at $8.00 psf, then TTPU would be responsible for the increase or decrease in Additional Rent when actual yearly expenses are above or below the Base Year amount. In the example, if actual Operating Costs for Year 3 are $8.25 psf, then TTPU shall be responsible for an increase in Additional Rent of $0.25 psf added to the Base Rent amount in Year 3. In this example, the Rent is the Base Rent ($27.57 psf) plus the Additional Rent ($0.25 psf) for a total cost of $27.82 psf for Year 3. Example Calculations: Yearly Base Year Calc Actual Yrly Exps Rent incr/decr Actual Rent "Building" means the five-story building to be constructed on the Real Estate containing approximately 142,232 rentable square feet. "Casualty Damage" has the meaning set forth in Section 9.1(a) of this Lease. "Casualty Notice" has the meaning set forth in Section 9.1(a) of this Lease. "Common Areas" means those areas of the Project in and around the Building designated by Lessor from time to time as common areas, which shall include lobby, sidewalks, elevators, escalators, stairways, exits, entryways, alleys, interior drives, parking areas, parking spaces in a parking garage, landscaped and natural areas, and other like areas. "Common Area Expenses" mean those costs and expenses reasonably paid or incurred by Lessor: (i) in managing, equipping, cleaning, repairing, refurbishing, and operating the Common Areas, including, without limitation, charges for utilities and services for the Common Areas (including, without limitation, all HVAC utility costs with respect to the Common Areas), cost of maintaining or repairing (including capital repairs) systems and equipment in the Common Areas, replacement of floor and wall coverings, window treatments, furniture and decorative items in Common Areas; (ii) in maintaining, replacing and repairing the foundations, exterior walls (including exterior windows), and roof of the Building, including capital repairs; (iii) costs of insuring the Project; (iv) in maintaining, replacing and repairing all heating, ventilating and air conditioning equipment and systems serving the Building; and (v) other costs and charges incurred in managing and operating the Project for the mutual benefit of all tenants of the -4-

6 Building, including (but not limited to) management fees, either as charged to Lessor by outside management companies or an amount not exceeding the amount typically charged by outside management companies if Lessor manages the Project itself or through an affiliated entity; the fair rental value of any office space provided for a management office in the Building; the amortized portion of any capital expenditure for any capital improvement (based on the useful life of such improvement as reasonably determined by an independent certified public accountant engaged by Lessor), together with interest on the unamortized balance thereof at a rate of interest reasonably determined by Lessor; costs relating to financing essential capital improvements; and, legal accounting and consulting services incurred in connection with the management, operation, maintenance and repair of the Project (except as otherwise provided below). Common Area Expenses does not mean and shall not include the following: costs incurred by Lessor in providing services or benefits to tenants outside of Leased Premises which are not also provided by Lessor to TTPU with respect to the Leased Premises (including, but not limited to interior janitorial services, interior trash removal, interior window cleaning); personal property taxes;; services and other benefits directly charged to tenants or for which tenants are responsible; costs of special services rendered to tenants which are directly charged to such tenants; costs reimbursed by insurers or for which Lessor is otherwise reimbursed in any manner other than by the proportionate payment of tenants of the Building; rent payable under the Ground Lease; capital expenditures (except as otherwise specifically provided above); leasing commissions, tenant improvement costs and other costs and expenses incurred in connection with the leasing of space in the Building; costs of workers compensation insurance; legal expenses incurred in drafting leases or enforcing the terms of any lease or in connection with any tenant disputes; interest, principal, points and fees on any debt instrument encumbering all or any portion of the Project (except debt incurred in financing essential capital improvements as specifically provided above); Lessor s general and administrative expenses. "Commencement Date" means the earliest of: (a) the date of substantial completion of the Lessee Improvement Work; and (b) that date which is the five (5) month anniversary of the Delivery Date. "Condemnation" has the meaning set forth in Section 9.2 of this Lease. "Condemnation Proceeds" has the meaning set forth in Section 9.2 of this Lease. "Delivery Date" means the date upon which the Lessor Work and Lessee Improvement Work has been completed to the extent that TTPU can commence the TTPU Work. "Estimated LW Repair Cost" has the meaning set forth in Section 9.1(a) of this Lease. "Extension Period(s)" means the periods during which this Lease is extended past the Initial Term as described in Section 3.2 of this Lease. "Ground Lease" means that certain lease of the Real Estate by and between Purdue Research Foundation, as Ground Lessor, and Lessor, as Ground Lessee, dated, 2018, and -5-

7 all amendments made from time to time thereto. A copy of the Ground Lease is attached to this Lease as Exhibit A. "Hazardous Material" has the meaning set forth in Article I of the Ground Lease. HVAC Utility Costs has the meaning set forth in Section 6.3 of this Lease. "Initial Term" means the initial term of this Lease as described in Section 3.1 of this Lease. "Insubstantial Damage" has the meaning set forth in Section 9.1(b) of this Lease. "Lease Year" shall mean each period of twelve (12) consecutive full months, beginning on the first day of the month immediately following the month in which the Commencement Date occurs. In the event that the Commencement Date occurs on the first day of the month, then the first Lease Year shall commence on the Commencement Date. The first Lease Year shall also include the partial month, if any, in which the Commencement Date occurs. "Lease Term" means the Initial Term and any subsequent Extension Periods. "Leased Premises" means approximately 30,000 rentable square feet of the Building, as more fully described and situated on the floor plans attached to this Lease as Exhibit B. "Lessee Improvement Work" has the meaning set forth in Section 4.3 of this Lease. "Lessor" means [NEWCO LP], an Indiana limited partnership. "Lessor's Election Notice" has the meaning set forth in Section 9.1(e) of this Lease. "Lessor Work" has the meaning set forth in Section 4.2 of this Lease. "Mortgagee" has the meaning set forth in Article I of the Ground Lease. Net Effective Rent means the total Base Rent to be paid by TTPU during the Initial Term divided by 15 (the number of Lease Years in the Initial Lease Term). Operating Costs means Common Area Expenses, and Tax Expenses, building insurance, management, operation and maintenance of the building, exterior maintenance, HVAC Utility Costs, and Utility Charges. Operating Costs shall not include janitorial services of the Leased Premises, telecommunications, data, and other sums for which TTPU is directly responsible as otherwise provided in this Lease. "Party" means Lessor or TTPU and "Parties" means both of them. PRF means the Purdue Research Foundation, an Indiana corporation (formed and existing under the Indiana Foundation or Holding Companies Act, Acts of 1921, ch. 246). -6-

8 "Project" means the Real Estate and all improvements located thereon, including the Building. "Real Estate" means the real property located at State Street, West Lafayette, Indiana, as more specifically described in the Ground Lease. "Re-Delivery Date" has the meaning set forth in Section 9.1(f) of this Lease. Rent has the meaning set forth is Section 5.1 of this Lease. "Substantial Damage" has the meaning set forth in Section 9.1(c) of this Lease. "Tax Expenses" means the sum of the following: all currently due installments of ad valorem property taxes and assessments levied upon or with respect to the any portion of the Project, and all taxes, levies and charges that may be levied or imposed by any governmental authority in replacement of, in lieu of, or in addition to ad valorem property taxes, in whole or in part, including, without limitation, a state or local option tax designed for property tax relief purposes, or a license or franchise fee measured by rents received from the Building, or otherwise measured or based upon Lessor's interest in the Real Estate, Building or Leased Premises; personal property taxes, assessments, fees and charges with respect to personal property and equipment owned by Lessor and located on or used in connection with the management, operation, maintenance and repair of the Project; and all reasonable and customary costs and expenses (including, without limitation, attorneys' fees) associated with appeals of property tax assessments or otherwise. Tax Expenses shall not include any federal or state income, transfer, gift, or franchise taxes. "Termination Date" means the last day of the month in which the Delivery Date occurred in the last year of the Lease Term, as set forth in Article 3 of this Lease, unless earlier terminated in accordance with this Lease, in which case the Termination Date means the day of the month in which this Lease is terminated. "TTPU" means the The Trustees of Purdue University, a body corporate created and existing under the laws of the State of Indiana. "TTPU Work" has the meaning set forth in Section 4.4 of this Lease. "Utility Charges" has the meaning set forth in Section 6.1 of this Lease. ARTICLE 2 LEASED PREMISES 2.1 Lease and Description of the Leased Premises. Subject to the terms and conditions set forth in this Lease, Lessor leases to TTPU, and TTPU leases from Lessor, the Leased Premises. 2.2 Common Areas. TTPU shall have the non-exclusive right, in common with all other tenants in the Building, to use the Common Areas. Lessor shall be responsible to operate and insure the Common Areas for their intended purposes and in a manner as Lessor shall -7-

9 reasonably determine to be necessary or appropriate, including, without limitation, the closure, modification, alteration of or other change to any part of the Common Areas as Lessor determines to be necessary or appropriate; provided that, except in cases of emergency, any such closure, modification, alteration or other change shall not unreasonably impede access to the Leased Premises nor have a material adverse effect on the operations of TTPU in or from the Leased Premises. Notwithstanding anything contained in this Lease to the contrary, Lessor may restrict use of any parking areas and parking spaces included in the Common Areas to specific users or designated classes of users (such as guests, customers, visitors, faculty members, students, staff, or any combination thereof), and TTPU shall comply with all such restrictions. 2.3 Subordinate to the Ground Lease. This Lease is and shall be subject and subordinate to the Ground Lease. 2.4 Use of the Leased Premises. The Leased Premises shall be used and occupied by TTPU for the purposes of carrying on the purposes consistent with the mission of Purdue University, an educational institution of Indiana, including, without limitation, carrying on the purposes of: (a) education, (b) scientific research, (c) public service programs, (d) statutory responsibilities of Purdue University, and (e) management, operation, or servicing of Purdue University, all on such terms and conditions as TTPU may approve from time to time, but only to the extent permitted by applicable laws, rules, regulations and ordinances (including applicable zoning and building rules and regulations) and for no other purpose or purposes without Lessor's prior written consent, which consent shall not be unreasonably withheld. No waste or damage shall be committed upon or to the Leased Premises. The Leased Premises shall not be used for any unlawful purpose, and no violations of law shall be committed on the Leased Premises. TTPU shall at its own cost and expense promptly observe and keep all laws, rules, orders, ordinances and regulations of federal, state and local governments and any and all of their departments and bureaus and those of any other competent authority relating to the use of the Leased Premises. 2.5 Quiet Enjoyment. Lessor agrees that if TTPU observes all of the terms and conditions of, and performs all of its obligations under this Lease, then, at all times during the Lease Term, subject to the terms of this Lease, TTPU shall have the peaceable and quiet enjoyment of possession of the Leased Premises, without any manner of hindrance from parties claiming under, by, or through Lessor. 2.6 Exclusives. Intentionally omitted. ARTICLE 3 LEASE TERM 3.1 Initial Term. The initial term of this Lease shall begin on the Commencement Date and shall continue for a period of fifteen (15) Lease Years thereafter, unless sooner terminated as provided herein ( Initial Term ). -8-

10 3.2 Extension Periods. TTPU has the option of extending the term of this Lease for Two (2) extension periods of Five (5) Lease Years each ( Extension Period(s) ). Unless sooner terminated as otherwise provided in this Lease or unless TTPU provides written notice to Lessor of TTPU's election not to extend the term of this Lease at least one hundred eighty (180) days before the end of the Initial Term ("First Notice Date"), the term of this Lease shall automatically extend for an additional period of five (5) years. The term of this Lease shall automatically extend at the end of each successive Extension Period, unless sooner terminated as otherwise provided in this Lease or unless TTPU provides written notice to Lessor of TTPU's election not to extend the term of this Lease at least one hundred eighty (180) days before the end of the then-expiring Extension Period (the "Second Notice Date"). Base Rent during any Extension Period shall be equal to the then-effective fair market rental rate, not to be less than the per square foot rent for the last year of the Initial Term. If Lessor and TTPU are unable to agree on the determination of the fair market rental rate after negotiating diligently and in good faith for the thirty (30) days that follow the applicable Notice Date, then the parties shall mutually select a qualified MAI appraiser with knowledge of the West Lafayette commercial real estate market, and the appraiser will determine the fair market rental rate. 3.3 Surrender and Holdover. (a) Upon the expiration of the Lease Term, or sooner termination of this Lease, TTPU shall surrender the Leased Premises to the Lessor in the condition they were in on Commencement Date, the effects of ordinary wear, acts of God, casualty, insurrection, riot, or public disorder excepted. TTPU shall, prior to the expiration of the Lease Term, remove all of TTPU's trade fixtures, equipment, furniture, signs, supplies and other personal property from the Leased Premises, and repair any damage to the Project resulting such removal. All other alterations, changes, improvements, and additions installed in the Leased Premises (including but not limited to plumbing, wiring and lighting fixtures, water use improvements, heating and air conditioning, ventilating and exhaust systems, extensions, and all other improvements of any nature) shall, upon termination of this Lease, become the property of Lessor, without payment therefor, free and clear of any claims of TTPU with the exception of those that can be removed by TTPU without damage to the Leased Premises, or the understanding between Lessor and TTPU that TTPU will repair at TTPU s sole cost and expense, any damage resulting from such removal, and in a fashion acceptable to Lessor. (b) If TTPU shall occupy the Leased Premises with the consent of Lessor after expiration of this Lease and Rent is accepted by Lessor, such occupancy and payment shall be construed as an extension of this Lease for a term for three (3) months only from the date of such expiration on the same terms and conditions as were in effect at time this Lease expired, and occupancy thereafter shall operate to extend the term of this Lease for only three (3) months at a time, unless other terms of such extension are reduced to writing and signed by the Parties. ARTICLE 4 OCCUPANCY OF LEASED PREMISES; CONSTRUCTION 4.1 Delivery Date. On the Delivery Date, TTPU shall have occupancy of the Leased Premises, subject to all of the terms and conditions of this Lease other than the obligation to pay -9-

11 Base Rent prior to the Commencement Date and subject to Lessor's rights to complete the Lessor Work and Lessee Improvement Work. 4.2 Lessor Work. Lessor, at Lessor's expense, shall construct or cause the construction of the improvements described in Exhibit C attached hereto and incorporated herein by this reference (the "Lessor Work"). 4.3 Lessee Improvement Work. (a) Lessee Improvement Work. Lessor shall construct or cause the construction of the tenant improvements which are described in Exhibit D attached hereto and incorporated herein by this reference (the "Lessee Improvement Work") in accordance with plans, specifications and final selections to be: (i) prepared by Lessor or TTPU; and (ii) delivered to, and approved by Lessor and TTPU ( LI Plans and Specifications ). Lessor shall give TTPU a written notice setting forth the Delivery Date at least ten (10) days prior to the Delivery Date (the "Delivery Notice"). TTPU shall countersign the Delivery Notice and return it to Lessor within five (5) business days after receipt thereof. If TTPU does not respond within such five (5) day period, then the Delivery Notice shall be deemed accepted. (b) Lessee Improvement Allowance. Lessor shall provide TTPU a tenant improvement allowance of Forty Dollars ($40.00) per rentable square foot ( Lessee Improvement Allowance ) to be applied toward the actual costs incurred by Lessor for the Lessee Improvement Work on the terms and conditions provided for in the Work Agreement attached to this Lease as Exhibit E. Lessor will deliver space in warm shell condition. The definition of the shell condition for space to be delivered and ready for tenant improvements is defined as follows: Electrical service shall be distributed to each floor s electrical room and includes Seven (7) watts per rentable square foot for tenant s use, not including HVAC and tenant standard lighting, zones are installed with maximum zones range of 1,500 square feet, units to be installed are 20 fan coil units, Fire sprinkler system distributed at a ratio of 130 square feet per head throughout the space ready for expansion and adjustment to drop heads when ceiling is installed, All exterior columns, exterior walls, and window walls to be dry-walled and completed by Lessor, taped and ready for wall finishes, Building electrical rooms shall be provided and completed by Lessor, Finished common area restrooms shall be provided by Lessor complete with fixtures, partitions, floor coverings, etc., Ceiling grid and tiles not to exceed 2 x4 shall be provided to space by Lessor. Installation of tees and pads is paid from Tenant Improvement Allowance, Lessor to provide and install one parabolic 2x4 LED troffers light fixture per every 150 rentable square feet, Building standard window blinds will be provided on all exterior windows, Building standard front entry door to be installed. Lessor will provide an additional tenant improvement allowance at the beginning of the fifteenth year of the lease term, should Parties agree to Extension Period outlined in Section 3.2, of Four Dollars ($4.00) per rentable square foot to refresh Lessee s space. If the costs for the Lessee Improvement Work under the Work Agreement exceed the Lessee Improvement Allowance, and if such costs are not the result of defective or inadequate design by Lessor, TTPU shall be solely responsible for such excess costs ( Excess Costs ). Any unused portion of the Lessee Improvement Allowance shall revert to and become the sole property of -10-

12 Lessor, and shall be used to offset Base Rent, and TTPU shall have no further right to such portion. Construction costs resulting from defective or inadequate design by Lessor shall be paid by Lessor. 4.4 TTPU Work. (a) TTPU Work. TTPU shall be responsible for the cost and expenses of any and all improvements and work in or to the Leased Premises (including, without limitation, design and construction) that is not expressly included in the Lessor Work or Lessee Improvement Work ("TTPU Work"). (b) Approved Plans. TTPU shall prepare and submit to Lessor complete plans and specifications for TTPU Work and a listing of the identity of all persons and parties that TTPU desires to use to undertake the design and construction of TTPU's Work ("TTPU's Plans"). Within ten (10) days after Lessor's receipt of TTPU's Plans, Lessor shall notify TTPU of any failures of TTPU's Plans to meet with Lessor's approval. At Lessor's request, TTPU shall, within ten (10) days after receipt of any such notice, cause the TTPU's Plans to be revised to the extent necessary to obtain Lessor's approval and to be resubmitted for Lessor's approval. Lessor's approval will not be unreasonably withheld. When Lessor has approved the original or revised TTPU's Plans, Lessor shall initial and return one (1) set of approved TTPU's Plans (the "Approved Plans") to TTPU. TTPU shall be responsible for making and abiding by all conditions or changes noted on the Approved Plans by Lessor, if any. TTPU shall not commence TTPU Work until Lessor has delivered the Approved Plans to TTPU. Lessor's review and approval of the Approved Plans shall not be deemed to be an assumption of responsibility by Lessor for the accuracy, sufficiency, or propriety of the Approved Plans, pursuant to applicable Laws. TTPU shall Indemnify and hold Lessor harmless from and against any and all errors and omissions contained in, arising out of or in connection with the Approved Plans. Lessor's approval of the Approved Plans will in no way alter, amend or waive the requirements or criteria of any code or Laws. TTPU shall apply for any building permit(s) required to begin TTPU Work promptly after Lessor's delivery of the Approved Plans, and thereafter TTPU shall diligently pursue the issuance of same. (c) Performance. Prior to performing TTPU Work, TTPU shall: (A) obtain all permits, licenses, and approvals required for TTPU to perform TTPU Work; and (B) deliver to Lessor: (1) copies of such permits, licenses, and approvals; and (2) evidence reasonably satisfactory to Lessor that TTPU and/or TTPU's contractor has procured workers' compensation, general liability, and personal and property damage insurance as Lessor reasonably may require. TTPU shall: (aa) perform TTPU Work: (1) substantially in accordance with the Approved Plans; and (2) in a good and workmanlike manner and in substantial compliance with all applicable laws; (bb) ensure that all contractors, subcontractors, laborers, and suppliers performing work or supplying materials are paid in full; and (cc) observe and perform all of its obligations under this Lease (except its obligation to pay Base Rent) at all times after the Delivery Date through the Commencement Date. TTPU may have access to the Leased Premises prior to the Delivery Date in order to measure and program space for TTPU Work. TTPU's early access and performance of the TTPU Work shall not unreasonably interfere with or delay the performance of Lessor's Work or the Lessee Improvement Work in any way; and TTPU shall Indemnify Lessor and -11-

13 Lessor from any damage or liability to the extent caused by such early access or performance of the TTPU Work by TTPU or TTPU's contractors, agents or invitees; and TTPU shall provide Lessor proof that all insurance TTPU is required to carry under this Lease is in full force and effect on or before the date of such early access or performance of the TTPU Work by TTPU or TTPU's contractors, agents or invitees. In the event that any damage is caused to the Project by or as a result of the performance of TTPU Work, TTPU shall Indemnify Lessor from any liability resulting from such damage and shall reimburse Lessor immediately for all reasonable costs incurred by Lessor to repair same. Lessor and TTPU shall cooperate in good faith to coordinate the Lessor's Work, Lessee Improvement Work and TTPU Work. ARTICLE 5 RENT 5.1 Base Rent. Commencing on the Commencement Date, TTPU shall pay to Lessor in lawful United States currency without notice, demand, deduction, set-off, counterclaim or recoupment, and without relief from valuation or appraisement laws, the Base Rent and all other sums, charges, and payments required to be paid by TTPU to Lessor under this Lease (collectively, the "Rent"). Rent shall be paid in quarterly installments commencing on the Commencement Date and thereafter during the entire Lease Term on or before the first day of each calendar quarter (i.e. January 1, April 1, July 1, and October 1), in advance. In the event of a partial calendar quarter, a prorated installment of Rent shall be calculated based upon the actual number of days in such quarter and payable at the rates then applicable under this Lease. The installment of Rent for any partial quarter occurring at the commencement of the first Lease Year shall be payable within five (5) days after the Commencement Date. 5.2 Additional Rent. Intentionally omitted. ARTICLE 6 SERVICES 6.1 Direct Utilities Charges. Beginning on the Delivery Date and continuing throughout the Lease Term, Lessor shall: (a) promptly pay all charges for electricity and other utility services separately metered, submetered, measured or monitored to, in, on, at, or from the Leased Premises by the applicable utility providers (the Utility Charges );. TTPU shall not, without Lessor s prior written approval, have any utility service discontinued prior to the expiration or termination of the Lease Term. 6.2 Submetered Utility Services. Lessor shall pay all charges for gas, water, sewer and any other utility services provided to the Building and separately metered, submetered, measured or monitored to the Leased Premises by Lessor. 6.3 HVAC Service. Lessor shall, during the Lease Term, provide to the Leased Premises and the Common Areas heating, ventilating and air conditioning as required for the reasonably comfortable use and occupancy of the Leased Premises and Common Areas. Lessor shall pay all HVAC utility costs for heating, ventilating and air conditioning provided to the Building which is separately metered, submetered, measured or monitored to the Leased Premises by Lessor ( HVAC Utility Costs ). If, subject to the terms of this Lease, TTPU -12-

14 maintains separate HVAC units for computer rooms or other areas, then, at Lessor s option and at TTPU s expense, Lessor may arrange for separate provision, submetering and/or direct billing (based on Lessor's reasonable estimate) of any related HVAC Utility Costs thereby incurred for services provided by Lessor. TTPU shall, at its own cost and expense, throughout the Lease Term, either (a) cause qualified TTPU employees or personnel to inspect and maintain all separate HVAC units, or (b) keep in place a maintenance contract (with a professional heating and cooling company reasonably acceptable to Lessor) for all separate HVAC units, providing for periodic inspections and maintenance of the same, consistent with the manufacturer s recommendations and the customary practice of heating and cooling contractors. 6.4 Suspension of Services. Lessor shall have the right to suspend provision of the heating, ventilating, air conditioning, or other utility services ( Services ), and to modify or make substitutions as to the nature, kind, quantity or character of the Services provided, when necessary or advisable by reason of governmental regulations, civil commotion, strike or riot, fire or other accident or emergency, or for necessary repairs, alterations, or improvements, or if any Service may not be reasonably available on account of energy shortages or for any other reason beyond the power or control of Lessor. No suspension, modification or substitution of any Service by Lessor, and no interruption of any Service by reason of governmental regulations, civil commotion, strike or riot, fire or other accident or emergency, or for repairs, alterations or improvements, shall constitute an actual or constructive eviction in whole or in part, or relieve TTPU from any of TTPU's obligations under this Lease except as otherwise provided herein, or impose any liability upon Lessor or Lessor s agents by reason of inconvenience or annoyance to TTPU or injury to or interruption of TTPU 's business or otherwise; provided that in the event of a suspension or interruption of any Service required by TTPU for the use of the Leased Premises, and such suspension or interruption lasts longer than seven (7) days, the Base Rent shall be proportionately reduced to the extent TTPU is unable to use the Leased Premises from the time such Services are suspended until TTPU is able to resume use of the Leased Premises. Lessor shall use commercially reasonable efforts to restore or reinstate the suspended or interrupted Service. In no event shall TTPU be entitled to the abatement of any Rent if TTPU is able to operate its business in the Leased Premises. ARTICLE 7 MAINTENANCE AND REPAIR 7.1 Lessor Repairs. Lessor shall keep (a) the foundations, exterior walls (including exterior windows except to the extent broken, cracked or damaged by TTPU or its respective employees, agents or subtenant), (b) the roof of the Leased Premises, (c) the heating, ventilating, and cooling equipment and systems (the "HVAC Systems") serving the Leased Premises, and (d) all other portions of the Building other than the Leased Premises (except those portions of the Building that TTPU has otherwise agreed to maintain pursuant to this Lease), in good repair and condition, ordinary wear and tear excepted. In the event that the Leased Premises or Project should become in need of repairs required to be made by Lessor in accordance with this Lease, TTPU shall give prompt written notice thereof to Lessor and Lessor shall not be responsible in any way for failure to make any such repairs until a reasonable time shall have elapsed after receipt by Lessor of such written notice. Notwithstanding the foregoing, Lessor shall not be obligated to make repairs, replacements or improvements of any kind: (i) to or for any trade fixtures contained in the Leased Premises; (ii) to glass, doors, or any improvements to the Leased -13-

15 Premises made by or on behalf of TTPU, including, without limitation, the TTPU Work; or (iii) that are the result of any damages to the Building, including the roof, or Leased Premises caused by any act or omission of TTPU or their employees, agents, contractors, invitees, or licensees. TTPU shall have the sole responsibility for all repairs, replacements, or improvements to the Leased Premises that are not specified in this Section 7.1 to be the responsibility of Lessor. TTPU understands and agrees that Lessor shall have the right (and TTPU shall permit Lessor or its employees, agents or contractors reasonable access to the Leased Premises for the purpose of exercising such rights), to install, maintain, repair and replace in the ceiling space and/or under the concrete slab in the Leased Premises, all such electrical, plumbing, HVAC Systems, as defined hereafter, and other system components that may be required to service the Common Areas or other tenants in the Project. Lessor shall use its best efforts to minimize any disruption of TTPU's business resulting from the exercise of such right and shall be responsible for any damage to TTPU or their respective merchandise, inventory, fixtures and equipment resulting therefrom. 7.2 TTPU's Repairs. Except for repairs to be performed by Lessor pursuant to Section 7.1 of this Lease, TTPU shall: (a) keep the Leased Premises clean, neat, and safe, and the Leased Premises in good repair and condition; (b) make all repairs, alterations, additions, or replacements to the Leased Premises as may be required by any applicable law, ordinance, rule or regulation, or by fire underwriters or underwriters' fire prevention engineers; (c) keep all glass in interior windows, doors, fixtures, and other locations clean and in good order, repair, and condition, and replace glass that may be damaged or broken with glass of the same quality; and (d) paint and decorate the Leased Premises as necessary or appropriate to comply with the terms and conditions of this Section 7.2. TTPU shall be responsible for the maintenance, and replacement of all system components serving the Leased Premises for which Lessor is not responsible. 7.3 TTPU Alterations. TTPU, at its sole cost and expense, may install in the Leased Premises such fixtures, equipment, and furnishings as TTPU determines to be necessary or appropriate. TTPU, at its cost and expense, also may make non-structural alterations or improvements to the interior of the Leased Premises. Without the prior written consent of Lessor, which consent shall not be unreasonably withheld, TTPU shall not make any: (A) alterations, improvements, or additions of or to the exterior of the Leased Premises; or (B) structural alterations, improvements, or additions of or to any part of the Leased Premises; or (C) alterations, improvements or additions that adversely affect the use, operation or enjoyment of the Common Areas or other portions of the Building or Project, including, without limitation, the installation of any equipment or facilities that affect the use, operation or enjoyment of the Common Areas or other portions of the Building or Project; or (D) alterations, improvements or additions that overburden the structural components of the Building or the Building utility or other systems. In no event shall (a) any penetrations be made to the roof of the Building, whether pursuant to this Section or any other Section, without the prior written permission of Lessor, (b) the undertaking of any alterations or improvements to the Leased Premises cause or result in any nuisance or disruption to any other tenant or occupant of the Building. To the extent any alterations, improvements, or additions installed by or on behalf of TTPU cause -14-

16 damage, including extraordinary wear and tear, to the foundation, exterior walls, or roof of the Building, the costs incurred by Lessor to repair such damage shall be reimbursed by TTPU. (b) Permits. Before making any alterations, improvements, or additions, TTPU shall comply with the requirements of Section 4.4(b) of this Lease and: (i) obtain all permits, licenses, and approvals necessary for the completion of the improvements, alterations, or additions; and (ii) deliver to Lessor: (A) copies of such permits, licenses, and approvals; and (B) evidence reasonably satisfactory to Lessor that TTPU and/or TTPU's contractor has procured workers' compensation, general liability, and personal and property damage insurance as Lessor reasonably may require. TTPU shall: (1) complete the construction of any alterations, improvements, or additions in a good and workmanlike manner, and in compliance with all applicable laws, ordinances, rules and regulations; and (2) assure that all contractors, subcontractors, laborers, and suppliers performing work or supplying materials are paid in full; and (3) provide Lessor with copies of all plans, drawings and specifications for all alterations, additions and improvements made by or for TTPU to the Premises, regardless of whether Lessor's consent is required therefor. (c) Liens. TTPU shall not suffer or cause the filing of any mechanic's or other lien against the Leased Premises or the Project. If any mechanic's or other lien is filed against the Leased Premises, the Project, or any part thereof for work claimed to have been done for, or materials claimed to have been furnished to, TTPU, other than for the performance of the Lessor Work or Lessee Improvement Work, then TTPU shall: (i) cause such lien to be discharged of record within sixty (60) days after notice of the filing by bonding or as provided or required by law; or (ii) provide evidence that the lien is being contested by proceedings adequate to prevent foreclosure of the lien, together with satisfactory indemnity (in an amount equal to at least one hundred fifty percent [150%] of the claimed lien) to Lessor within sixty (60) days after notice of the filing thereof. All liens suffered or caused by TTPU shall attach to TTPU's interest only. Nothing in this Lease shall be deemed or construed to: (A) constitute consent to, or request of, any party for the performance of any work for, or the furnishing of any materials to, TTPU; or (B) give TTPU the right or authority to contract for, authorize, or permit the performance of any work or the furnishing of any materials that would permit the attaching of a mechanic's lien to Lessor's interests. ARTICLE 8 INSURANCE 8.1 Lessor's Insurance. Lessor shall maintain such fire, casualty, and extended insurance coverage as Lessor reasonably determines is appropriate and is reasonably acceptable to Lessor and TTPU on the Building in an amount at least equal to its replacement costs. Lessor shall maintain commercial general liability insurance covering any and all claims for injuries to, or death of persons and damage to, or loss of, property occurring in, on, or about the Common Areas and portions of the Building other than the Leased Premises, in the amount of $3,000,000 for any one (1) occurrence. TTPU is to be named on such policies as additional insured. 8.2 TTPU's Insurance. TTPU, at its expense, shall maintain or cause to be maintained property insurance, specifically including windstorm coverage, with coverage for one -15-

17 hundred percent (100%) of the replacement cost on improvements to the Leased Premises, including improvements to the Leased Premises made by TTPU; and (b) any trade fixtures, equipment, inventory, and other personal property located on, in or about the Premises in which TTPU has an insurable interest. TTPU shall also maintain, at its expense, commercial general liability insurance on the Leased Premises with limits of not less than Three Million Dollars ($3,000,000) for bodily injury, including death resulting therefrom, and personal injury for any one (1) occurrence, One Million Dollars ($1,000,000) property damage insurance, or a combined single limit in the amount of Three Million Dollars ($3,000,000). TTPU shall comply with the provisions of applicable worker's compensation laws, and shall insure its liability thereunder. TTPU shall, at its expense, maintain plate glass insurance covering all exterior plate glass in the Leased Premises. 9.1 Casualty. ARTICLE 9 CASUALTY AND CONDEMNATION (a) Event of Casualty and Casualty Notice. "Casualty Damage" means an event in which the Leased Premises or other portions of the Building is damaged or destroyed by fire or other casualty. Within three (3) days after an event of Casualty Damage occurs, TTPU shall: (i) inform Lessor's designated property management contact via telephone; and (ii) give Lessor written notice via overnight or electronic mail ("Casualty Notice") which describes the Casualty Damage in detail, includes photographs of the Casualty Damage sufficient to reasonably convey to Lessor the scope and extent of the damage, and, if applicable, states the extent to which TTPU reasonably believes that the Leased Premises have been rendered untenable due to the Casualty Damage. Lessor will evaluate the Casualty Damage and prepare an estimate of the cost to repair Lessor's Work or Lessee Improvement Work (the "Estimated LW Repair Cost") and Lessor will evaluate the Casualty Damage and prepare an estimate of the cost to repair the Lessor s Work or Lessee Improvement Work. (b) Insubstantial Damage. Casualty Damage shall be considered to be "Insubstantial Damage" if: (i) the cost of repair and restoration of the Project is less than thirty percent (30%) of the amount it would cost to replace the Project in its entirety at the time such damage or destruction took place; (ii) the Estimated LW Repair Cost is less than fifty percent (50%) of Lessor's estimated cost to completely restore Lessor Work (the "Estimated LW Replacement Cost"); and (ii) on the date of the event of Casualty Damage, 365 days or more remain in TTPU's then-current Lease Term. (c) Substantial Damage. Casualty Damage shall be considered to be "Substantial Damage" if it does not meet the criteria for Insubstantial Damage. (d) Lessor's Election Notice. After Lessor determines whether an event of Casualty Damage, as set forth in the Casualty Notice, constitutes Insubstantial Damage or Substantial Damage, Lessor will provide written notice of its findings to TTPU. If TTPU alleged in the Casualty Notice that the Leased Premises were rendered untenable by the Casualty Damage, but Lessor determines that the Leased Premises are not untenable, then Lessor will give to TTPU -16-

18 written notice of such finding. If Lessor determines that the Casualty Damage is Substantial Damage, Lessor will give to TTPU written notice of its election to either: (i) repair or restore Lessor Work; or (ii) terminate the Lease effective fifteen (15) days after the dispatch of such notice. Lessor's written notice to TTPU shall be referred to herein as "Lessor's Election Notice." If Lessor elects to repair or restore Lessor s Work, Lessor shall repair or restore Lessee Improvement Work. If Lessor elects to terminate this Lease, then this Lease shall also terminate. (e) Lessor's Obligations. TTPU acknowledges and agrees that following an event of Substantial Damage, as hereinafter defined, which Lessor elects to repair pursuant to the terms of Section 9.1 of the Lease, or an event of Insubstantial Damage, as hereinafter defined, then Lessor's only obligation shall be to restore Lessor Work or Lessee s Improvement Work to the extent insurance proceeds are available therefor and Lessor s only obligation shall be to restore Lessor s Work or Lessee s Improvement Work to the extent insurance proceeds are available therefor. In no event shall Lessor be required to repair or replace: (i) improvements or any alterations to the Leased Premises made by TTPU; or (ii) any trade fixtures, equipment, or inventory of TTPU located on, in, or about the Leased Premises. (f) The Re-Delivery Date. The "Re-Delivery Date" shall be the date upon which the repair of Lessor's Work is substantially completed, subject to delineated "punch-list" items that do not materially affect Lessor s ability to repair Lessee s Improvement Work. On the Re- Delivery Date, TTPU shall have occupancy of the Leased Premises, subject to Lessor s rights to complete Lessee s Improvement Work and all of the terms and conditions of this Lease. Lessor shall correct any "punch-list" items for the Lessor s Work within sixty (60) days after the Re- Delivery Date. Lessor shall promptly correct any punch-list items for Lessee s Improvement Work. 9.2 Condemnation. If: (a) all or a substantial part of the Leased Premises is taken or condemned for public or quasi-public use under any statute or by the right of eminent domain; or (b) all or a substantial part of the Leased Premises is conveyed to a public or quasi-public body under threat of condemnation (collectively, the "Condemnation"); and the Condemnation renders the Leased Premises unsuitable for TTPU's use, then, at the option of Lessor or TTPU which either Party exercises by notice to the other Party within thirty (30) days after the Condemnation occurs: (i) this Lease and this Lease shall terminate effective on the date when TTPU is deprived of possession of the Leased Premises; and (ii) all obligations hereunder, except those due or mature, shall cease and terminate. If there is a Condemnation with respect to: (A) more than twenty five percent (25%) of the square footage of the Building of which the Leased Premises is a part; or (B) more than twenty five percent (25%) of the aggregate square footage of the Project; then Lessor, at its option, exercised within thirty (30) days after the Condemnation occurs, may elect to terminate the Lease as of the date possession of such square footage is taken by, or conveyed to, the condemning authority. In the event the Lease is terminated, this Lease and all obligations hereunder, except those due or mature, shall cease and terminate. All compensation awarded or paid for the Condemnation (the "Condemnation Proceeds") shall belong to and be the sole property of Lessor; provided that Lessor shall not be entitled to the amount of any Condemnation Proceeds awarded or paid solely to TTPU for loss of business or costs and expenses of relocation and removing trade fixtures and equipment. If -17-