GATEWAY INDUSTRIAL PARTNERS, LLC

THIS COMMERCIAL LEASE AGREEMENT ("Lease") is made and entered into as of _____________, 2026 (the "Effective Date"), by and between:

Article 1: Basic Lease Terms

1.1 Premises: Approximately 15,000 rentable square feet of warehouse/distribution space located at 450 North Avenue, Elizabeth, NJ 07201, Building C, as shown on Exhibit A attached hereto (the "Premises").

1.2 Lease Term: Five (5) years, commencing on April 1, 2026 (the "Commencement Date") and expiring on March 31, 2031, unless sooner terminated in accordance with this Lease.

1.3 Base Rent:

Lease Year	Annual Base Rent	Monthly Base Rent
1	$277,500.00	$23,125.00
2	$285,825.00	$23,818.75
3	$294,399.75	$24,533.31
4	$303,231.74	$25,269.31
5	$312,328.69	$26,027.39

1.4 Security Deposit: $69,375.00 (equal to three (3) months' Base Rent)

1.5 Permitted Use: Warehousing, distribution, and logistics operations, and no other use.

1.6 Tenant's Proportionate Share: 22.5% (based on 15,000 RSF / 66,667 RSF total building)

Article 2: Rent and Additional Charges

2.1 Base Rent. Tenant shall pay Base Rent in monthly installments, in advance, on or before the first (1st) day of each calendar month during the Lease Term. Rent for any partial month shall be prorated on a per diem basis.

2.2 Additional Rent. In addition to Base Rent, Tenant shall pay as "Additional Rent" Tenant's Proportionate Share of Operating Expenses and Real Estate Taxes (collectively, "NNN Charges"), as set forth in Article 3 below.

2.3 Late Charges. If any payment of Rent is not received by Landlord within five (5) days after the due date, Tenant shall pay a late charge equal to eight percent (8%) of the overdue amount. This late charge is in addition to any interest charges.

2.4 Interest on Overdue Amounts. Any amount owed by Tenant under this Lease that is not paid when due shall bear interest at the rate of one and one-half percent (1.5%) per month (18% per annum), or the maximum rate permitted by law, whichever is less.

2.5 Application of Payments. Landlord may apply any payment received from Tenant to any obligation then owing, regardless of any designation by Tenant. Landlord may apply payments first to non-rent obligations, late fees, and interest before applying any remainder to Base Rent.

Article 3: Operating Expenses and Taxes

3.1 Operating Expenses Defined. "Operating Expenses" means all costs and expenses incurred by Landlord in connection with the ownership, operation, management, maintenance, and repair of the Building and the Property, including but not limited to:

1. Costs of utilities serving common areas;
2. Costs of insurance maintained by Landlord;
3. Costs of maintenance, repair, and replacement of the Building systems, structure, roof, parking areas, and common areas;
4. Costs of landscaping and snow removal;
5. Property management fees, not to exceed five percent (5%) of gross revenues;
6. Administrative costs equal to fifteen percent (15%) of all other Operating Expenses;
7. Capital improvements required by law or that reduce Operating Expenses, amortized over their useful life at an interest rate of ten percent (10%) per annum;
8. Costs of security services;
9. Legal, accounting, and consulting fees incurred in connection with Building operations;
10. Reserves for future repairs and replacements, as reasonably determined by Landlord.

3.2 Base Year. There shall be no "Base Year" for Operating Expenses. Tenant shall pay Tenant's Proportionate Share of all Operating Expenses from the Commencement Date.

3.3 Estimates and Reconciliation. Landlord shall provide Tenant with an estimate of Operating Expenses for each calendar year. Tenant shall pay one-twelfth (1/12) of Tenant's Proportionate Share of estimated Operating Expenses monthly with Base Rent. Within one hundred twenty (120) days after the end of each calendar year, Landlord shall provide Tenant with a statement of actual Operating Expenses. Any underpayment shall be due within thirty (30) days; any overpayment shall be credited against future payments.

3.4 Audit Rights. Tenant shall have no right to audit Landlord's books and records relating to Operating Expenses.

3.5 Real Estate Taxes. Tenant shall pay Tenant's Proportionate Share of all Real Estate Taxes assessed against the Property. "Real Estate Taxes" includes all taxes, assessments, and governmental charges levied against the Property, as well as any costs incurred by Landlord in contesting such taxes.

Article 4: Security Deposit

4.1 Amount and Use. Upon execution of this Lease, Tenant shall deliver to Landlord the Security Deposit. Landlord may, but shall not be obligated to, apply all or any portion of the Security Deposit to cure any default by Tenant. Tenant shall replenish any amount so applied within ten (10) days of written notice.

4.2 No Interest. Landlord shall not be required to pay interest on the Security Deposit or to keep the Security Deposit in a segregated account.

4.3 Transfer of Security Deposit. Upon any sale or transfer of the Property, Landlord may transfer the Security Deposit to the transferee, and Landlord shall thereupon be released from all liability for the return of the Security Deposit.

4.4 Return of Deposit. The Security Deposit (less any amounts applied) shall be returned to Tenant within sixty (60) days after the later of (a) the expiration or termination of this Lease, or (b) Tenant's vacation and surrender of the Premises.

Article 5: Condition of Premises; Alterations

5.1 Acceptance of Premises. Tenant acknowledges that it has inspected the Premises and accepts the Premises in their current "AS IS, WHERE IS" condition, with all faults. Landlord makes no representations or warranties regarding the condition, suitability, or fitness of the Premises for Tenant's intended use.

5.2 Landlord's Work. Landlord shall have no obligation to perform any work, improvements, or alterations to the Premises prior to or after the Commencement Date.

5.3 Tenant's Alterations. Tenant shall not make any alterations, additions, or improvements to the Premises without Landlord's prior written consent, which may be withheld in Landlord's sole and absolute discretion. Any approved alterations shall be performed at Tenant's sole cost and expense, by contractors approved by Landlord, and in accordance with plans approved by Landlord.

5.4 Ownership of Alterations. All alterations, additions, and improvements made to the Premises shall immediately become Landlord's property. At Landlord's election, made at any time, Tenant shall remove any or all alterations upon the expiration or termination of this Lease and restore the Premises to their original condition, at Tenant's sole cost.

Article 6: Maintenance and Repairs

6.1 Tenant's Obligations. Tenant shall, at its sole cost and expense, maintain the Premises in good order and repair, including without limitation:

1. All interior surfaces (walls, ceilings, floors);
2. All doors, windows, and glass;
3. All electrical, plumbing, and HVAC systems serving the Premises exclusively;
4. All fixtures and equipment installed by Tenant;
5. The roof membrane and drainage systems above the Premises;
6. The structural elements of the Premises, including foundation and load-bearing walls.

6.2 Landlord's Obligations. Landlord shall maintain the common areas of the Building in reasonable condition. Landlord shall have no obligation to make any repairs to the Premises.

6.3 Tenant's Failure to Maintain. If Tenant fails to perform any maintenance or repair required hereunder within ten (10) days after notice from Landlord, Landlord may perform such maintenance or repair on Tenant's behalf, and Tenant shall reimburse Landlord for all costs incurred, plus an administrative fee of twenty percent (20%), within ten (10) days of invoice.

Article 7: Insurance

7.1 Tenant's Insurance. Tenant shall maintain, at its sole cost and expense:

1. Commercial general liability insurance with limits of not less than $3,000,000 per occurrence and $5,000,000 aggregate;
2. Property insurance covering Tenant's personal property, fixtures, and alterations at full replacement cost;
3. Workers' compensation insurance as required by law;
4. Business interruption insurance covering at least twelve (12) months of Rent;
5. Automobile liability insurance with limits of not less than $1,000,000 combined single limit.

All policies shall name Landlord, its property manager, and its lender(s) as additional insureds. Tenant shall deliver certificates of insurance to Landlord prior to the Commencement Date and upon each renewal.

7.2 Waiver of Subrogation. Tenant waives all rights of recovery against Landlord for any loss or damage covered by insurance maintained by Tenant.

7.3 Tenant's Indemnification. Tenant shall indemnify, defend, and hold harmless Landlord from and against any and all claims, damages, losses, costs, and expenses (including attorneys' fees) arising from or related to (a) Tenant's use of the Premises, (b) any act or omission of Tenant or its employees, agents, or invitees, (c) any breach of this Lease by Tenant, or (d) any condition of the Premises caused by Tenant. This indemnification shall survive the expiration or termination of this Lease.

Article 8: Assignment and Subletting

8.1 Prohibition. Tenant shall not assign this Lease or sublet all or any portion of the Premises without Landlord's prior written consent, which may be withheld in Landlord's sole and absolute discretion.

8.2 Landlord's Right to Recapture. Upon any request for consent to assignment or subletting, Landlord shall have the right, exercisable within thirty (30) days of such request, to terminate this Lease as to the space proposed to be assigned or sublet.

8.3 Profit Sharing. If Landlord consents to any assignment or subletting, fifty percent (50%) of any rent or other consideration received by Tenant in excess of the Rent payable under this Lease (after deduction of reasonable transaction costs) shall be paid to Landlord.

8.4 No Release. No assignment or subletting shall release Tenant from its obligations under this Lease.

8.5 Change of Control. Any transfer of a controlling interest in Tenant (whether by sale, merger, or otherwise) shall be deemed an assignment requiring Landlord's consent.

Article 9: Default and Remedies

9.1 Events of Default. The occurrence of any of the following shall constitute an "Event of Default":

1. Tenant's failure to pay any Rent within five (5) days after the due date;
2. Tenant's failure to perform any other obligation within fifteen (15) days after written notice;
3. Tenant's abandonment of the Premises;
4. Tenant's bankruptcy, insolvency, or assignment for the benefit of creditors;
5. Any representation by Tenant proving to be materially false;
6. Tenant's violation of any law applicable to the Premises.

9.2 Landlord's Remedies. Upon any Event of Default, Landlord may, at its option and without further notice:

1. Terminate this Lease by written notice to Tenant;
2. Re-enter and take possession of the Premises without terminating this Lease;
3. Re-let the Premises on such terms as Landlord deems appropriate;
4. Recover from Tenant all damages, including (i) all unpaid Rent through the date of termination, (ii) the present value of all Rent for the remainder of the Lease Term (discounted at 3%), less the present value of the fair market rental value of the Premises for such period, (iii) all costs of re-letting (including attorneys' fees, brokerage commissions, and tenant improvement costs), and (iv) any other damages permitted by law.

9.3 Landlord's Right to Cure. Landlord may, but shall not be obligated to, cure any default by Tenant, and Tenant shall reimburse Landlord for all costs incurred, plus twenty percent (20%), within ten (10) days of invoice.

9.4 No Waiver. Landlord's acceptance of Rent or failure to exercise any remedy shall not constitute a waiver of any default.

9.5 Attorneys' Fees. If Landlord prevails in any action to enforce this Lease, Tenant shall pay Landlord's reasonable attorneys' fees and costs.

Article 10: Renewal Options

10.1 Grant of Options. Provided Tenant is not in default, Tenant shall have two (2) options to extend the Lease Term for additional periods of three (3) years each (each, a "Renewal Term").

10.2 Exercise of Options. Tenant must exercise each option by giving Landlord written notice at least twelve (12) months prior to the expiration of the then-current term. Time is of the essence.

10.3 Renewal Rent. Base Rent for each Renewal Term shall be the greater of (a) the then-current fair market rental value of the Premises, as determined by Landlord in its reasonable discretion, or (b) one hundred five percent (105%) of the Base Rent in effect at the expiration of the prior term.

10.4 Conditions to Renewal. Tenant's renewal rights are personal to the original Tenant named herein and shall not survive any assignment or subletting. Additionally, the renewal options shall automatically terminate if Tenant has been in default more than two (2) times during the preceding Lease Term, regardless of cure.

Article 11: Surrender; Holdover

11.1 Surrender. Upon the expiration or termination of this Lease, Tenant shall surrender the Premises to Landlord in broom-clean condition, ordinary wear and tear excepted. Tenant shall remove all personal property and, at Landlord's election, any alterations.

11.2 Holdover. If Tenant remains in possession after the expiration or termination of this Lease without Landlord's consent, Tenant shall be deemed a holdover tenant at sufferance, and shall pay Base Rent at the rate of two hundred percent (200%) of the monthly Base Rent in effect immediately prior to such holdover, plus all Additional Rent, and shall be liable for all damages suffered by Landlord.

Article 12: Miscellaneous

12.1 Entire Agreement. This Lease constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, and agreements. This Lease may not be modified except by a written instrument signed by both parties.

12.2 Governing Law; Venue. This Lease shall be governed by the laws of the State of New Jersey. Any action arising out of this Lease shall be brought exclusively in the state or federal courts located in Essex County, New Jersey.

12.3 Notices. All notices shall be in writing and shall be deemed given when delivered personally, one (1) business day after deposit with a nationally recognized overnight courier, or three (3) business days after deposit in the United States mail, certified, return receipt requested, addressed to the parties at the addresses set forth above.

12.4 Waiver of Jury Trial. LANDLORD AND TENANT EACH HEREBY WAIVE TRIAL BY JURY IN ANY ACTION ARISING OUT OF THIS LEASE.

12.5 Subordination. This Lease shall be subordinate to any mortgage, deed of trust, or other security instrument now or hereafter encumbering the Property. Tenant agrees to execute and deliver any documents required by Landlord's lender to evidence such subordination.

12.6 Estoppel Certificates. Within ten (10) days after Landlord's request, Tenant shall execute and deliver an estoppel certificate in form reasonably required by Landlord or its lender, certifying such facts as Landlord may reasonably request.

12.7 Limitation of Liability. Landlord's liability under this Lease shall be limited to its interest in the Property. Tenant shall not seek any personal judgment against Landlord's members, managers, officers, directors, shareholders, or agents.

12.8 Force Majeure. Landlord shall not be liable for any delay in performing its obligations due to causes beyond its reasonable control. Tenant's obligation to pay Rent shall not be excused by force majeure.

12.9 Brokerage. Tenant represents that it has dealt with no broker in connection with this Lease other than [BROKER NAME] ("Broker"). Tenant shall indemnify Landlord against any claims for brokerage commissions arising from Tenant's breach of this representation.

12.10 Quiet Enjoyment. Provided Tenant performs all of its obligations hereunder, Tenant shall peaceably and quietly enjoy the Premises, subject to the terms of this Lease and any mortgages to which this Lease is subordinate.

Signatures

Exhibit A: Floor Plan

[To be attached]

Exhibit B: Rules and Regulations

[To be attached]

LANDLORD'S FORM — REV. 01/2026