Agenda 10-03-23; 8-g - Five-Year Lease Extension for Hillsborough Commons

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Attachment 1 3 5. No Third-Party Beneficiaries. Notwithstanding any other provision of thisAmendment or the Lease, Tenant and Landlord hereby agree that (i) no individual or entity shall be considered, deemed or otherwise recognized to be a third-party beneficiary of this Amendment or the Lease, as amended; (ii) the provisions of the Lease, as amended, are not intended to be for the benefit of any individual or entity other than Tenant and Landlord; (iii) no individual or entity shall obtain any right to make any claim against Tenant and Landlord under the provisions of the Lease, as amended; and (iv)no provision of the Lease, as amended, shall be construed or interpreted to confer third-party beneficiary status on any individual or entity. For purposes of this paragraph, the phrase "individual or entity" means any individual or entity, including, but not limited to, individuals, contractors, subcontractors, vendors, subvendors, assignees, licensors and sublicensors, regardless of whether such individual or entity is named in this Amendment or the Lease, as amended. 6. Affirmation of Lease Terms. Except as modified by this Amendment,Landlord and Tenant each hereby ratify the Lease and agree that the Lease shall remain unchanged and shall continue in full force and effect. In the event there is any conflict between the terms of the Lease and the terms set forth in this Amendment, the terms specifically set out in this Amendment shall control. From and after the Effective Date, any and all references to"the Lease"or"this Lease"in the Lease shall mean the Lease as modified by this Amendment. 7. Mutual Authorization Representation. Each of Landlord and Tenant hereby represent and warrant to each other that: (a)this Amendment(and each term and provision hereof) has been duly and appropriately authorized and executed by such parry through proper written corporate or limited liability company action and approval; and (b) no additional consent, agreement, or approval is required with respect hereto. 9. Miscellaneous. The submission of an unsigned copy of this Amendment to Tenant shall not constitute an offer. Landlord and Tenant each agree that this Amendment (i) shall be binding upon and inure to the benefit of the parties hereto and their respective successors, heirs, legal representatives and assigns, (ii) shall be governed by and construed in accordance with the laws of the State of Virginia, (iii) shall constitute the entire agreement between the parties relating to the subject matter hereof, all prior negotiations, agreements, and understandings, and (iv) shall become effective and binding upon execution and delivery by both Landlord and Tenant. 10. Signature and Counterparts. Landlord and Tenant each agree: (a) no further approvals or consents are required and that it has full right and authority to execute this Amendment; (b) that the individual executing this Amendment on its behalf has the authority to bind it; (c) execution and delivery of this Amendment via electronic transmission or other electronic means shall be binding; (d) photocopies, facsimile transmissions, electronic images or copies (such as docusign or pdf), shall be valid, binding, effective and enforceable the same as originals for all purposes, and may be so admitted in any judicial proceeding, regulatory proceeding or arbitration, and in making proof of this Amendment; it shall be unnecessary to produce the original hereof or any or all original signature pages, and(e)this Amendment may be executed in two (2) or more counterparts, all of which together shall constitute but one and the same agreement. [Remainder of Page Intentionally Blank; Signature Page Follows] 2 5996614.1