EX-10.65 SHOPPING CENTER LEASE AGREEMENT DATED JANUARY 18, 2008

Exhibit 10.65

LEASE AGREEMENT

between

Cedar Glen, L.L.C.
A New Jersey Limited Liability Company

And

Dover Saddlery Retail, Inc., d/b/a Dover
Saddlery

LEASE AGREEMENT

TABLE OF CONTENTS

ARTICLE:
1. PREMISES			1
2. TERM			2
3. RENT			3
4. CONDITION AND PREPARATION OF PREMISES			5
5. REAL ESTATE TAXES AND OTHER GOVERNMENTAL CHARGES			8
6. COMMON AREA			10
7. SECURITY			12
8. USE			13
9. UTILITIES			20
10. MARKETING			20
11. INSURANCE, INDEMNITY AND LIABILITY			21
12. DAMAGE/DESTRUCTION OF DEMISED PREMISES/SHOPPING CENTER			25
13. SUBORDINATION AND ATTORNMENT			27
14. QUIET ENJOYMENT			27
15. ACCESS			27
16. CONDEMNATION			27
17. ASSIGNMENT, SUBLETTING AND ENCUMBERING THE LEASE			27
18. END OF TERM			30
19. DEFAULT			31
20. REMEDIES ON DEFAULT			32
21. GOVERNMENTAL APPROVALS			34
22. GENERAL PROVISIONS			35
23. DEFINITION OF LANDLORD; LIABILITY OF LANDLORD			41

LEASE AGREEMENT

      THIS AGREEMENT , made this ___day of January 2008

      BETWEEN Cedar Glen, L.L.C. , a New Jersey limited liability company, with a principal office at 107 Mount Horeb Road, Warren, New Jersey 07059, hereinafter referred to as “LANDLORD” ,

      AND Dover Saddlery Retail, Inc. , a corporation organized under the laws of the state of Massachusetts and authorized to do business in the state of New Jersey, having a principal place of business at 525 Great Road, Littleton, Massachusetts 01746 hereinafter referred to as “TENANT” .

W I T N E S S E T H:

     1.  PREMISES . Landlord demises unto Tenant, and Tenant leases from Landlord, for the Term and upon the terms and conditions hereinafter set forth, certain premises consisting of approximately 11,552 square feet of total net rentable area, hereinafter referred to as the “Premises” or “Leased Premises” or “Demised Premises”, in a shopping center located at 3150 State Highway Route 22 in the Township of Branchburg, County of Somerset, New Jersey, on the lands more particularly described or depicted on Exhibit “A” attached hereto and made a part hereof, hereinafter referred to as the “Shopping Center”, and the Demised Premises being outlined in red and shown as Units 7, 8 and 9 on Exhibit B attached hereto and made a part hereof, together with the right to the non-exclusive use, in common with other facilities designed for common use, as may be installed by Landlord, and of such other facilities as may be provided or designated from time to time by Landlord for the common use, subject to the terms and conditions of this Lease. Landlord warrants that it is the owner of the tract of land shown on Exhibit “A”, hereinafter referred to as the “Landlord’s Property”. The Demised Premises constitute twenty eight and forty-three hundredths (28.43%) of the total square footage of the gross leasable area (40,635 square feet) in the Shopping Center, which percentage shall be deemed “Tenant’s Pro Rata Share” for purposes of this Lease, including apportioning real estate taxes, insurance and other governmental charges, Common Area Maintenance Expenses, and any other Additional Rent, where appropriate. The Demised Premises shall extend to the exterior faces of exterior walls or to the building line where there is no wall, or the center line of those walls separating the Premises from other leased premises in the Shopping Center, together with the appurtenances specifically granted in this Lease, but reserving and excepting to Landlord the right to install, maintain, use, repair and replace pipes, ductwork, conduits, utility lines and wires through hung ceiling space, column space, and partitions, in or beneath the floor slab or above or below the Premises or other parts of the Shopping Center, which work shall not include the distribution of ductwork, diffusers, and supply and return grilles of the HVAC System of the Demised Premises, together with all other work which

shall be the obligation of Tenant to complete as set forth in this Lease. In performing the Landlord’s Work set forth on Exhibit “C”, Landlord shall not unreasonably interfere with or interrupt the business operations of Tenant within the Demised Premises and, except where necessary as determined by Landlord’s architect, no pipes, conduits, utility lines or wires installed by Landlord shall be exposed in the Demised Premises. The exact square footage in the Shopping Center and in the Demised Premises shall be determined by Landlord’s architect within ninety (90) days after the Delivery of Possession Date, and includes an allocable share of the common facilities as shown on Exhibit “B”. The certificate of Landlord’s architect as to square footage in the Demised Premises, including an allocable share of common facilities, (“Square Foot Area”) shall be binding upon both parties hereto. In the event that the Square Foot Area, as determined by Landlord’s architect, differs from the square footage set forth hereinabove, the Fixed Minimum Annual Net Rental to be paid by Tenant shall be adjusted after the exact square footage is determined, by multiplying the actual square footage by the Square Foot Rent set forth in Article 3(a), and the Fixed Minimum Annual Net Rental as determined by this Article shall control. In addition, Tenant’s Pro Rata Share shall also be adjusted based on the ratio of the actual Square Foot Area to the total square footage in the Shopping Center. Tenant shall not be required to pay for more than three (3) percent in excess of the square footage stated herein, nor shall the Tenant be required to accept space that is less than ninety-seven (97) percent of the stated square footage.

     2.  TERM . The term of this Lease shall be ten (10) years (the “Primary Term”), unless sooner terminated in accordance with the terms hereof, with two (2) consecutive option terms to renew for a period of five (5) years each (the “Renewal Term”), which may be executed by Tenant, provided that Tenant is not in default of the terms and conditions of this Lease. Tenant must provide written notice to Landlord to exercise said options to renew no later than twelve (12) months prior to the expiration of the Primary Term and twelve (12) months prior to the expiration of the first Renewal Term. The primary term and the Renewal Term are hereinafter collectively referred to as the “Lease Term”. The parties hereto acknowledge that certain obligations under various Articles hereof may commence prior to the Lease Term, i.e. construction, hold harmless, liability insurance, etc., and except for the payment of rent prior to the Rental Commencement Date, the parties hereby agree to be bound by the terms and conditions of this Lease prior to the commencement of the Lease Term.

     The first lease year shall end on the January 31 ^st following the first full calendar year. Landlord and Tenant acknowledge that the first lease year may be more than twelve (12) calendar months. Each subsequent lease year shall commence on February 1 ^st and end on the following January 31 ^st .

     To have and to hold the same for the term of this Lease, to commence upon the earlier of following events:(a) the date the Tenant opens for business to the public or (b)

the date next following the expiration of one hundred twenty (120) days after substantial completion of Landlord’s Work and Delivery of Possession (except for Tenant punch-list items) as set forth on Exhibit C attached hereto and made a part hereof (the “Rental Commencement”).

     Tenant agrees to diligently pursue all required governmental approvals and permits necessary for the construction and operation of Tenant’s business and Tenant’s Work (“Exhibit D”) and in doing so, will apply for such permits and approvals within thirty (30) days after lease execution.

     2.1 DUE DILIGENCE PERIOD . Tenant shall have the right to conduct an inspection of the Premises, including the environmental condition thereof, for a period of thirty (30) days after the Landlord’s delivery of a fully executed Lease to Tenant (the “Due Diligence Period”). Within five (5) days of Tenant’s execution of the Lease, Landlord shall deliver to Tenant copies of all information in its files relevant to environmental and title information. Tenant may provide Landlord with written notice of its intent to terminate the Lease on or before the expiration of the Due Diligence Period if Tenant reasonably determines that the Premises are not suitable for its purposes based upon an environmental hazard or title defect. The Landlord shall have thirty (30) days after receipt of Tenant’s notice of termination in which to cure any such defect. Tenant shall repair any damage to the Premises caused by such inspection.

     3.  RENT .

(a) Fixed Minimum Annual Net Rental .

     Commencing with the Rental Commencement Date, Tenant agrees to pay, as fixed minimum annual net rent for the Leased Premises during the Term of this Lease, as follows:

               (i)  PRIMARY TERM : Years 1 — 5 : the sum of $23.25 per square foot (“Square Foot Rent”) per annum, multiplied by the Square Foot Area, equaling the sum of $268,584.00 per annum (the “Fixed Minimum Annual Net Rental”), payable on the first day of each month in equal monthly installments of $22,382.00 ;

               (ii)  Years 6 — 10: the sum of $25.58 per square foot per annum, multiplied by the Square Foot Area, equaling the sum of $295,500.16 per annum, payable on the first day of each month in equal monthly installments of $24,625.01 ;

               (iii)  FIRST OPTION RENEWAL TERM: Years 11 — 15: the sum of $28.14 per square foot per annum, multiplied by the Square Foot Area, equaling the sum of $325,073.28 per, payable on the first day of each month in equal monthly installments of $27,089.44 ;

               (iv)  SECOND OPTION RENEWAL TERM: Years 16 — 20: the sum of $31.52 per square foot per annum, multiplied by the Square Foot Area, equaling the sum of $364,119.04 per, payable on the first day of each month in equal monthly installments of $30,343.25 ;

All of such monthly installments of the Fixed Minimum Annual Net Rental shall be payable to Landlord, in advance, subject to no offsets or deductions of any kind or nature whatsoever, without previous notice or demand therefor, with the first monthly installment to be due and payable upon the Rental Commencement Date, and each subsequent monthly installment to be due and payable on the first day of each and every month following the Rental Commencement Date. If the Rental Commencement Date is a date other than the first day of a month, then the rent for the period commencing with and including the Rental Commencement Date until the first day of the following month (“Rental Commencement Month”) shall be prorated at the value of one-thirtieth (1/30th) of the fixed monthly rent. The foregoing Fixed Minimum Annual Net Rental is subject to adjustment as specified in Article 1 hereof.

          (b) Additional Rent . Throughout the Term of this Lease, Tenant shall pay to Landlord, without demand, deduction, set-off or counterclaim, the sum of the Fixed Minimum Annual Net Rental, and all “Additional Rent,” when and as the same shall be due and payable hereunder. Unless otherwise stated, all other sums of money or charges that are payable, whether to Landlord or otherwise, from Tenant pursuant to this Lease, are defined as “Additional Rent” and are due with the payment of the Fixed Minimum Annual Net Rental on the first day of each month as stated herein, without set-off or counterclaim, and the failure to pay such charges carries the same consequences as Tenant’s failure to pay the Fixed Minimum Annual Net Rental. All payments and charges required to be made by Tenant to Landlord hereunder shall be payable in coin or currency of the United States of America, or by check of Tenant, at the address indicated herein. No payment to or receipt by Landlord of a lesser amount than the then amount required to be paid hereunder shall be deemed to be other than on account of the earliest amount of such obligation then due hereunder. No endorsement or statement on any check or other communication accompanying a check for payment of any amounts payable hereunder shall be deemed an accord and satisfaction, and Landlord may accept such check in payment without prejudice to Landlord’s right to recover the balance of any sums owed by Tenant hereunder. Fixed Minimum Annual Net Rental and Additional Rent may hereinafter be collectively referred to as “rent”. Additional Rent shall also include marketing expenses as more particularly set forth in Article 10 infra .

          (c) Net Rent . In addition to the Fixed Minimum Annual Net Rental and all other charges payable to Landlord from Tenant hereunder, throughout the Lease Term, Tenant shall pay, without previous notice or demand therefor, and in the manner and upon the conditions herein set forth, all other charges of any kind or nature attributable to the Demised Premises, except as specifically set forth herein, it being the intention of the parties that the rent payable to Landlord hereunder shall be absolutely net. Landlord shall be responsible for replacement of the roof and maintaining the structure of the building at its sole cost and expense. Notwithstanding the foregoing, Landlord shall have no expense attributable to the operation and maintenance of the Shopping

Center or the Demised Premises (except as specifically reserved by, or imposed upon, Landlord in this Lease), except for the payment of its own mortgage costs.

          (d) Service Charges for Late Payment . In the event that any sums required to be paid by Tenant under this Lease are not received by Landlord on or before the fifth (5th) calendar day after the same are due, then, for each and every late payment (“Late Payment”), Tenant shall immediately pay, in addition to the Late Payment, as Additional Rent, service charges as follows:

	(i)		Five (5%) percent of the Late Payment for any Late Payment that is paid between the sixth (6th) calendar day and the tenth (10th) calendar day after same is due; and
	(ii)		Five (5%) percent of the Late Payment for each and every five (5) calendar day period or part thereof after the tenth (10th) calendar day after the same is due.

     Notwithstanding this service charge, Tenant shall be in default under this Lease if all payments that are required to be made by Tenant under this Lease are not made at or before the times herein stipulated. After thirty (30) days, any Late Payment shall accrue interest as set forth in Article 23(i).

          (e) Trash Removal . Landlord shall furnish a dumpster in a central location which is accessible for trash pickup where Tenant may place trash for removal by an outside company retained by Landlord. The cost of this dumpster shall be shared by the tenants in the Shopping Center on a consumption basis , as determined by Landlord in its sole and absolute discretion and the refuse removal company based upon square footage and type of use. Trash removal shall not be considered as part of the Common Area Maintenance Expenses, and shall be invoiced by Landlord to Tenant monthly for payment to be made on the first day of each month of the Term.

     4.  CONDITION AND PREPARATION OF PREMISES .

          (a) Site Plan and Floor Plan . Exhibit “A” sets forth the general layout of the Shopping Center. Landlord may change or alter any of the stores, Common Area or any other aspect in the Shopping Center, or may sell or lease any portions of the Shopping Center, all without the consent of or notice to Tenant. Landlord hereby agrees that, except as set forth in Article 22 hereafter, Tenant’s location of the Demised Premises shall not be changed after the Rental Commencement Date. Exhibits “B” and “B-1” hereto consist of the elevation and floor plan of that portion of the Shopping Center in which the Demised Premises shall be located.

          (b) Landlord’s Work . Landlord, at its expense, shall construct the building wherein the Demised Premises is to be located, substantially in accordance with the approved

plans and specifications for the Shopping Center as well as pursuant to the “Description of Landlord’s Work” attached hereto and made a part thereof as Exhibit “C” (“Landlord’s Work”). Landlord, at its sole cost and expense, shall obtain the requisite permits and approvals for completion of Landlord’s Work and as indicated within Exhibit “C.” All other work done by Landlord at Tenant’s request shall be at Tenant’s expense and shall be paid for within five (5) days after the presentation to Tenant of a bill for such work. Landlord shall be responsible for replacement of the roof and maintaining the structure of the building at its sole cost and expense.

     Landlord acknowledges that it is responsible for all repair, maintenance and replacement of the roof and structural portions of the Shopping Center, which costs shall not be billed in any manner to the Tenant as Common Area Maintenance costs or Additional Rent. Landlord warrants the roof of the Shopping Center is new construction and will reimburse Tenant for all verifiable Tenant costs due to roof leaks. This provision shall be void if the Tenant fails to use the Landlord’s approved roofing contract for any and all roof work and/or roof penetrations performed by Tenant, its employees, contractors or agents or if a leak has been caused by any action of the Tenant.

          (c) Delivery of Possession Date . Landlord shall keep Tenant advised of the progress of Landlord’s Work. On the day when Landlord has substantially completed Landlord’s Work, such that the Demised Premises are ready for Tenant to begin its work under Paragraph (d) of this Article, upon notice from Landlord (the “Delivery of Possession Date”), Tenant agrees to take physical possession of the Demised Premises, and thereafter Tenant agrees to diligently perform Tenant’s Work as defined in Article 4(d) below. In the event that the Premises have not been delivered to Tenant within sixty (60) days of the execution of this Lease Agreement, or such other date as the parties may agree following the execution of the Lease and completion of the Landlord’s Work, the Date of Delivery of Possession may be extended for a period of three (3) months by the Landlord provided that the Landlord is diligently seeking to complete its work set forth herein and has been delayed through no fault of its own. If the Premises have not been delivered within such three (3) month extension then Tenant may terminate the Lease. The Landlord shall give Tenant ten (10) days written notice prior to the Delivery of Possession Date. For each day beyond sixty (60) days of the execution of this Lease Agreement that delivery of possession to Tenant is delayed and has not occurred, then in such event Tenant shall earn one free day of Rent to be applied against the initial installments of Rent hereunder.

     (d)  Tenant’s Work . Other than work done pursuant to Article 4(b), all work to the Demised Premises is to be performed by Tenant, at its cost and expense (hereinafter referred to as “Tenant’s Work”) in accordance with Exhibit “D” attached hereto and made a part hereof, with only contractors who are approved by Landlord, which approval shall not be unreasonably withheld or delayed, and in

accordance with the provisions hereof. All entry into the Demised Premises in connection with Tenant’s Work, and all work done by Tenant, shall be at Tenant’s risk. Prior to any such entry in the Premises or the commencement of any of Tenant’s Work, Tenant shall deliver to Landlord for approval all plans and specifications of Tenant’s proposed work, copies of all permits obtained by Tenant for said work, Certificate of Occupancy, and evidence of appropriate insurance coverages naming Landlord and its managing agent as additional insureds and loss payees. All work performed by Tenant shall be subject to Landlord’s prior written approval and shall be in accordance with good construction practices, all applicable laws, insurance requirements, and Landlord’s reasonable rules and regulations. Fire-suppression and roofing work shall be done by Landlord’s contractors only. Any electrical, plumbing, signage, heating, air-conditioning and ventilating shall only be done by contractors that are approved by Landlord in advance or as may be designated by Landlord. Further, Landlord shall have no responsibility or liability for any loss or damage to any property belonging to Tenant arising out of the performance of Tenant’s Work. Tenant agrees to pay for all utilities used or consumed in the Demised Premises by Tenant on and after the Delivery of Possession Date. Tenant shall be responsible to the respective utility companies for water, gas, electricity and sewer (if separately metered), which meters must be registered in Tenant’s name. Tenant shall obtain, at Tenant’s sole cost and expense, all certificates and approvals which may be necessary so that a Certificate of Occupancy for the Demised Premises may be issued, and copies of all of such certificates shall be delivered to Landlord. Except for Landlord’s Work, Tenant shall diligently ready the Demised Premises for the opening of Tenant’s business by the Rental Commencement Date by completing Tenant’s Work and by installing such stock, fixtures and equipment as may be necessary and appropriate. Landlord and Tenant agree to cooperate in Tenant’s efforts to obtain a Certificate of Occupancy, and Landlord agrees to perform all work necessary on the Shopping Center as a whole as may be required for Tenant to obtain a Certificate of Occupancy for the Demised Premises. Landlord shall not hold Tenant accountable in the event that Tenant’s failure to obtain the Certificate of Occupancy is due to the actions or inactions of Landlord. Tenant covenants and agrees that the Demised Premises, when ready for occupancy, will comply with all municipal, state and county rules and regulations, and agrees to procure a permanent Certificate of Occupancy, if required, issued by the municipality, upon the completion of the Demised Premises and prior to occupancy by Tenant. If a temporary certificate is issued to Tenant, then Tenant shall procure a permanent certificate prior to the expiration of the temporary certificate, as same may be extended. Prior to the commencement of any Tenant’s Work or any use and occupancy of the Demised Premises by Tenant, Tenant shall obtain public liability and worker’s compensation insurance in such form and amounts as specified in Article 11 hereof to cover every contractor to be employed by Tenant, and shall deliver duplicate originals of all certificates of such insurance to Landlord for written approval. Tenant shall be required to submit to the municipality for Tenant’s Work within thirty (30) days of Lease Execution and Tenant will utilize its best

efforts to have permits in hand in anticipation of the scheduled Delivery of Possession Date.

The “Tenant Improvement Period” shall commence on the Delivery of Possession Date and shall expire upon the earlier of (i) one hundred twenty (120) days or (ii) Tenant opening for business to the public. In no event shall the Tenant Improvement Period be less than one hundred twenty (120) days, unless Tenant shall have opened for business prior to the expiration of the Tenant Improvement Period.

           (e) Tenant Improvement Allowance.

               Tenant shall receive from Landlord a $7.00 per square foot Improvement Allowance to assist Tenant with its finishing costs. The Improvement Allowance shall be paid by Landlord according to the following schedule and not credited against Minimum Rent or Additional Rent. The Improvement Allowance shall be paid as follows: (1) fifty percent (50%) upon the Delivery of Possession Date and (2) fifty percent (50%) upon Tenant’s opening for business and providing General Contractor Lien Waivers to the Landlord. If the Improvement Allowance is not paid within thirty (30) days as specified, Tenant may deduct same from Rent.

          (f) Alterations by Tenant .

          (i) Tenant may not make any exterior or structural alterations to the Demised Premises. In addition, Tenant shall not make, except with Landlord consent, not to be unreasonably withheld or delayed, any interior alterations, except for alterations to the decor of the Demised Premises (not structural or mechanical systems). In making “non-décor” interior alterations, Tenant shall prior to commencing work first deliver detailed plans and specifications to Landlord and obtain Landlord’s prior written consent, which consent shall not be unreasonably withheld or delayed. Tenant shall reimburse Landlord for any reasonable out-of-pocket expenses associated with such review and approval, including, without limitation, engineering, architectural and attorneys’ fees. Any such alterations shall be performed in a good and workmanlike manner and in accordance with applicable legal and insurance requirements and the terms and provisions of this Lease. Tenant shall be able to hire contractors of its choice, subject to Landlord approval not to be unreasonably withheld or delayed, for said interior alterations (non-structural or mechanical), provided said contractors are fully insured and bonded with all such work that is performed undertaken and completed in a first class manner. Alterations to the floor slab and/or any openings in the floor slab may only be made by cutting the slab with a concrete saw. Tenant may not alter or open the floor slab with a jack-hammer or sledge-hammer.

          (ii) In the event that any mechanic’s lien is filed against the Demised Premises or the Shopping Center as a result of any work or act of

Tenant, Tenant, at its expense, shall discharge or bond off the same within ten (10) days from the filing thereof. If Tenant fails to discharge said mechanic’s lien, Landlord may bond or pay such lien without inquiring into the validity or merits thereof, and all sums so advanced, plus any expenses associated therewith, including legal fees, shall be paid on demand as Additional Rent.

          (iii) If, in an emergency, it shall become necessary for Landlord to make repairs that are required to be made by Tenant, Landlord may re-enter the Demised Premises and proceed to have such repairs made and pay the costs thereof. Tenant shall pay or reimburse Landlord for the costs of such repairs on demand as Additional Rent.

          (iv) If, as a result of any alterations or improvements by Tenant, any taxes are imposed on Landlord, or any taxes on the Shopping Center are increased, Tenant shall be solely responsible for same, and shall pay same when due or as Additional Rent under this Lease.

          (v) Landlord shall submit to Tenant a list of approved contractors (the “Approved Contractors”) upon delivery of possession of the Premises to Tenant. Tenant shall be required to use an Approved Contractor, whether or not Landlord’s consent is required for the alteration. In the event of an emergency, Tenant shall be obligated to use its best efforts to contact an Approved Contractor prior to retaining the services of a non-Approved Contractor.

          5. REAL ESTATE TAXES AND OTHER GOVERNMENTAL CHARGES .

               (a) Payment . Beginning on the Rental Commencement Date, Tenant shall pay, as Additional Rent, Tenant’s Pro Rata Share of any and all real estate taxes and assessments, municipal water and sewer charges, and other governmental levies and charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind or nature whatsoever, which are or may be assessed or imposed upon the Shopping Center or the Demised Premises or any part thereof, or which may become payable at any time during the Term of this Lease (“Taxes”). For purposes of projection only, Taxes for the first year of stabilization after value of the new construction improvements have been fully assessed are estimated at approximately Three Dollars and Forty Cents ($3.40+/-) per square foot, which figure cannot be finally determined until the Shopping Center is fully assessed and all of the tenants therein are open for business. Notwithstanding the foregoing ($3.40+/-) per square foot estimate on real estate taxes, Landlord will invoice Tenant monthly as part of its Additional Rent only that amount of the real estate taxes which Landlord has been invoiced by the municipal tax assessor of the Township of Branchburg and not a projection of some arbitrary amount which the Property has not been assessed. If at any time during the Term of this Lease, the present method of taxation

shall be changed so that in lieu of the whole or any part of any Taxes levied, assessed or imposed on real estate and the improvements thereon, there shall be levied, assessed or imposed on Landlord a capital levy or other tax directly on the rents received therefrom and/or a franchise tax, assessment, levy or charge measured by or based, in whole or in part, upon such rents for the present or any future building or buildings in the Shopping Center, then all of such taxes, assessments, levies or charges, or the part thereof so measured or based, shall be deemed to be included within the term “Taxes” for the purposes hereof.

               (b) Method of Payment . Tenant’s Pro Rata Share of Taxes shall be paid monthly, together with the payments of Fixed Minimum Annual Net Rental so that Landlord shall have sufficient funds to pay Tenant’s Pro Rata Share of Taxes when due, without advancing same on behalf of Tenant. On or about the Rental Commencement Date, Landlord shall provide Tenant with a statement of:

     (i) the amount which Tenant must reimburse (where applicable) Landlord for Taxes which are required to be paid by Landlord in advance with respect to Tenant’s Pro Rata Share of Taxes for the current tax year,

     (ii) the amount which Tenant shall pay monthly such that, by the next required tax payment date, Tenant will have paid its full share of Taxes for the current tax payment period, and

     (iii) the amount which Tenant shall pay in equal monthly installments following the next tax payment date.

     Monthly payments due shall be based on Landlord’s good faith estimate of Taxes required to be paid following the Rental Commencement Date. Landlord may make adjustments in its estimates as are necessary based on billings from the taxing authority and any adjustments necessary shall be paid or credited within ten (10) days of Tenant’s receipt of Landlord’s statement. Notwithstanding the expiration of the term hereof, Tenant shall continue to be liable to Landlord for all Taxes incurred by Landlord for the period of Tenant’s occupancy and the period after any default by Tenant resulting in the termination of this Lease. Until such time as the Demised Premises are relet and such successor tenant commences payment of its share of Taxes, Tenant shall promptly remit to Landlord any amount due to Landlord upon notice from Landlord to Tenant.

     Any increase in Real Estate Taxes which result from a reassessment occasioned by the sale or transfer of the Shopping Center, or any part thereof or interest therein, shall not be chargeable to the Tenant, except once each 5 year period.

          (c)  Appeal . Subject to the rights of Tenant hereunder or at law, Landlord reserves the sole right to contest or appeal any Taxes, and Landlord shall adjust the

billings for Taxes based on the outcome of any such appeal or contest.

      6.  COMMON AREA.

          (a) Use . During the Term of this Lease, Tenant is granted, subject to the Rules and Regulations (as hereinafter defined) promulgated by Landlord from time to time, the nonexclusive license to permit its customers, employees and invitees to use the sidewalks, parking areas, loading docks (as applicable), pedestrian walks, stairways, hallways, elevators, lobbies, vestibules, doorways, restrooms, and the entrance and exit ways designated by Landlord for access and egress to and from the Demised Premises from a public street or highway (“Common Area”). Landlord reserves the right to add to, reduce and rearrange the Common Area, as Landlord deems in the best interest of the Shopping Center . Notwithstanding anything contained in this Lease to the contrary, Landlord shall have the sole and exclusive right, at any time and from time to time, without notice to or consent of Tenant, to change the size, location, elevation and nature of any of the stores in the Shopping Center or of the Common Area, or any part thereof, including, without limitation, the right to locate and/or erect thereon kiosks, structures and other buildings and improvements of any type, provided , however, that Landlord shall not impede the visibility of or access to the Demised Premises by Tenant’s customers, employees or invitees. Landlord shall have the sole and exclusive right to operate, manage and maintain the Common Area. Subject to any easements and restrictions of record granted or approved by Landlord from time to time, the Common Area shall be subject to the exclusive control and management of Landlord, and Landlord shall have the right, at any time and from time to time, to establish, modify, amend and enforce reasonable Rules and Regulations with respect to the Common Area and the use thereof. Tenant agrees to abide by and conform with such Rules and Regulations upon notice thereof and to enforce same upon its agents, employees, contractors, subcontractors, licensees, customers, permitted concessionaires, and invitees.

          (b) Common Area Maintenance Expenses .

          (i) Landlord agrees to maintain and keep in good service and repair all Common Area of the Shopping Center. As of the Rental Commencement Date, Tenant shall pay to Landlord, as Additional Rent, Tenant’s Pro Rata Share of all costs and expenses incurred by Landlord in maintaining and repairing the Common Area (the “Common Area Maintenance Expenses”). The Common Area Maintenance Expenses shall include, but not be limited to, the following costs and expenses:

          (A) gas, electricity, water, sewer and other utility charges (including surcharges) as may be imposed by the utility companies ;

          (B) insurance premiums for the Shopping Center Common Areas including building, fire and liability, excluding Tenant’s Premises; insurance

premiums for the Shopping Center Common Areas for the first year of the Term are estimated at approximately fifty-five cents ($0.55+-) per square foot; Tenant’s share of the insurance premiums for the Shopping Center shall not exceed the estimate;

          (C) building personnel costs, including, but not limited to, other direct and indirect costs of engineers, superintendents, watchmen, porters and any other building personnel;

          (D) costs of service and maintenance contracts, including, but not limited to, janitorial and general cleaning, and security services;

          (E) all other Common Area maintenance and repair expenses and supplies which may be deductible for such calendar year in computing federal income tax liability;

          (F) any other costs and expenses (i.e., items which are not capital improvements) incurred by Landlord in managing, operating and maintaining the Shopping Center, including, but not limited to, the total costs and expenses incurred in cleaning, planting, replanting and maintaining the landscaping, assessments, repairs, repaving, line repainting, exterior repainting, rental and maintenance of signs and equipment, gas and electric utility charges, lighting, water and sewer charges, sanitary control, bookkeeping, removal of snow and ice, trash and rubbish, garbage and other refuse, repair and/or replacement of onsite water lines, electrical lines, gas lines, sanitary sewer lines and storm water lines, the cost of personnel to implement such services such as third party property management fees as per contract with third party manager, including directing parking and policing the Common Area, fees for required licenses and permits, fire, security and police protection, public address system(s), public toilets, all rental charges for movable equipment, supplies, materials and labor;

          (G) the cost of any additional services not provided to the Shopping Center at the Rental Commencement Date but thereafter provided by Landlord in the prudent management of the Shopping Center;

          (H) the cost of any capital improvements to the Common Area which are necessary in order to maintain the Common Area, which are made by Landlord after the completion of the initial construction of the Shopping Center, provided, however, that the cost of each such capital improvement, together with any financing charges incurred in connection therewith, shall be amortized and/or depreciated over the useful life thereof (but not to exceed fifteen (15) years) and only that portion thereof attributable to such lease year shall be included in the Common Area Maintenance Expenses for

such lease year (the Landlord shall be solely responsible for maintenance and repairs to the roof and structure of the building); and

          (I) Marketing Expenses as more particularly specified in Article 10.

     (ii) Common Area Maintenance Expenses shall not include principal payments or interest payments on any mortgage, deed of trust or other financing encumbrance; leasing commissions payable by Landlord; or deductions for depreciation of the improvements shown on Exhibit “A”; costs of any work done for tenants in the Shopping Center at that Tenant’s expense or as part of Landlord’s obligations pursuant to a lease with that Tenant to improve that Tenant’s space; real estate commissions; legal fees in connection with the leasing of space to tenants or the termination of any lease agreement or the eviction of any such Tenant, roof replacement and structural repairs/replacement; or any costs or expenses which are reimbursed or paid to Landlord by other tenants, insurance companies, condemning authorities, or other third parties.

     (iii) In no event shall Tenant’s share of Common Area Maintenance Expenses and Taxes exceed that percentage derived by dividing the square footage of the Premises by the total of all leasable square footage in the buildings comprising the Shopping Center, whether or not such space is occupied.

     (iv) Annual increases in the Common Area Maintenance Expense shall not exceed five percent (5%) on a non-cumulative basis, excluding the cost of snow removal and common area utilities (not within Landlord control), which items may exceed the Common Area Maintenance Expense cap as defined herein.

     (v) The Common Area Maintenance Expense may include a third party property management fee, overhead or administrative charge which in the aggregate may not exceed twelve percent (12%) of the Common Area Maintenance Expense, excluding the costs of insurance and real estate taxes.

     (vi) The Common Area Maintenance Expense (excluding insurance premiums) for the first year of the Term are estimated at approximately Three Dollars ($3.00+/-) per square foot. Tenant’s share of the Common Area Maintenance Expense shall not exceed the estimate for year one of the term.

     (c)  Payment . Tenant shall pay to Landlord, in advance, Tenant’s Pro Rata Share of Landlord’s estimate of Common Area Maintenance Expenses, as computed above, in twelve (12) equal monthly installments, with the monthly installment of Fixed Minimum Annual Net Rental. Notwithstanding the above, in the event that Landlord at any time determines that the amount of Common Area Maintenance

Expenses actually being paid by Landlord exceeds the estimate upon which Tenant’s Pro Rata Share of Common Area Maintenance Expenses was computed, Tenant, following a written request from Landlord, shall commence to pay, with the next monthly installment of rent due thereafter, an amount that is sufficient to result in Tenant’s paying its full Pro Rata Share of Common Area Maintenance Expenses as computed on the basis of Landlord’s revised estimate of Common Area Maintenance Expenses. Within one hundred twenty (120) days of the end of each calendar year, there shall be an adjustment if the amount paid by Tenant differs from Tenant’s Pro Rata Share of the amount of Common Area Maintenance Expenses actually incurred in that year. Any amount due to Tenant or any amount due to Landlord shall be credited against or paid with, respectively, the next monthly installment of Additional Rent for Tenant’s Pro Rata Share of Common Area Maintenance Expenses.

     (d)  Audit Right of Tenant. The Tenant shall have the right to hire an accountant on an hourly basis to audit the Landlord’s books and records to verify the calculation of the Common Area Maintenance Expenses, and the Landlord agrees to provide such accountant with access to the financial records needed to conduct such an audit. In the event that the audit discloses that the Landlord has overcharged, and the Tenant has overpaid, Common Area Maintenance Expenses, the Landlord shall provide a credit to the Tenant for such overpayment against the next payment(s) of Fixed Annual Net Rental payable by the Tenant. In the event that the audit discloses that the Landlord has overcharged, and the Tenant has overpaid, Common Area Maintenance Expenses by more than 5%, the Landlord shall reimburse the Tenant for the cost of the audit provided that Tenant’s auditor has been retained on an hourly basis and not a contingency basis.

     7.  Intentionally Deleted.

     8.  USE . Tenant shall have the right within the Shopping Center to use the Premises as for the sale and display of saddles and tack, specialized apparel, horse care and stable products, and such merchandise as sold from time to time in any of Tenant’s other stores or catalogs, or via internet or other electronic commerce or technologies offered by Tenant and related items and for no other use, subject to applicable laws and the terms and conditions of this Lease. Landlord hereby represents that to the best of its knowledge, the use granted under this paragraph is a permitted use under the Branchburg zoning ordinances and any other relevant laws.

     Landlord covenants that Tenant shall be the only tenant in the Shopping Center with the right to sell saddles and tack, specialized apparel, horse care and stable products (“Exclusive Use” herein) except such Exclusive Use shall not apply to those existing Tenants disclosed in writing to Tenant prior to the execution hereof with signed leases in the Shopping Center where permitted use of such lease permits the sale of saddles and tack, specialized apparel, horse care and stable products. In the event Tenant’s Exclusive Use is violated, the same shall be Landlord default and subject to Tenant providing written notification to Landlord of said Landlord default in such regard, Landlord shall have a period

of thirty (30) days from receipt of such notification of the default herein to cure. In the event the default has not been cured within such thirty (30) day period, Tenant shall then have the right at such time to pay three percent (3%) of gross sales in lieu of Minimum Annual Rent, Additional Rent and all extra charges as otherwise provided, until the violation is corrected. Should the violation of Tenant’s Exclusive Use not be cured within sixty (60) days of Tenant’s notice of such violation, Tenant shall have the right thereafter, until such default is cured, to terminate the Lease.

          (a) Operation . Tenant shall be required to accept possession of the Premises and be open for at least one (1) day per week. Tenant shall operate its business during regular business hours, and on holidays and Sundays if applicable, subject to compliance with all applicable laws, ordinances, and regulations; however, Tenant shall not be required to be open on a daily basis. Tenant shall have the further right to operate its business beyond regular business hours as aforesaid, subject to compliance with all applicable laws, ordinances, and regulations.

          (b) Closure By Tenant . If the Demised Premises remain closed for business to the public for a period in excess of thirty (30) consecutive days, then, at any time thereafter while the Demised Premises remain closed, Landlord shall have the right to declare a default under this Lease by giving thirty (30) days’ notice to such effect to Tenant and thereupon exercising such rights and remedies as may be appropriate.

          (c) Prohibited Uses . Tenant shall not do or permit anything to be done in or about the Demised Premises, nor bring or keep anything therein, which is not within the permitted use of the Demised Premises, which will in any way increase the existing rate of or affect any fire or other insurance upon the Shopping Center or any of its contents, or which will cause a cancellation of any insurance policy covering said Shopping Center or any part thereof or any of its contents. Tenant shall not do or permit anything to be done in or about the Demised Premises which will in any way obstruct or interfere with the rights of other tenants or occupants of the Shopping Center or allow the Premises to be used for any improper, immoral, unlawful or objectionable purpose; nor shall Tenant cause, maintain or permit any nuisance in, on or about the Demised Premises. Notwithstanding the foregoing, Tenant shall have the right to conduct up to two (2) “Tent/Sidewalk Sales” per year outside of the Demised Premises, but not in any traffic or fire lane and as permitted by local ordinance/code. Tenants may not obstruct pedestrian traffic in an unreasonable or unsafe manner through the shopping center concourse. Each “Tent/Sidewalk Sale” shall be limited to three days in duration and shall involve an area of no more than 40’ x 60’ in the parking area. Tenant shall not commit or allow to be committed any waste in or upon the Demised Premises. Tenant shall be solely responsible for applying to the municipality for any permits/approvals for its outdoor sales or outdoor storage.  Further, the Tenant must provide the Landlord with

30 days written notice of any tent sale or the placement of outdoor storage and the Landlord must approve the location.

          Tenant acknowledges that the following are express prohibitions and/or restrictions with respect to the Shopping Center:

               A. No animal, bird, fowl, poultry or livestock shall be maintained, kept, bred or raised at the Shopping Center for commercial purposes. No structure for the care, housing, or confinement of any animal, bird, fowl, poultry or livestock shall be maintained on any portion of the Shopping Center. No animals shall be permitted upon the Common Areas except as controlled on a leash or a similar device.

               B. No storage buildings or sheds, whether prefabricated, metal or any other construction material whatsoever, whether permanent or temporary, shall be moved, placed, assembled, constructed or otherwise maintained on the Shopping Center and be visible from neighboring property or the Common Areas. No furniture, fixtures, appliances, or other goods and chattels which are not in active use shall be stored in any building on the Shopping Center in such manner that such material is visible from any neighboring property or the Common Areas of the Shopping Center. Notwithstanding the foregoing, Tenant shall have the right to maintain outside storage for no more than sixty (60) days each year in connection with its Christmas sales effort as permitted by local ordinance/code.

               C. No rubbish or debris of any kind shall be placed or permitted to accumulate upon or adjacent to any portion of the Shopping Center, and no odors or loud noises shall be permitted to arise or emit therefrom, so as to render any such property unsightly, offensive or detrimental to any other property in the vicinity thereof or to the occupants of such other property. No other nuisance shall be permitted to exist or operate upon the Shopping Center so as to be offensive or detrimental to any other property in the vicinity thereof or to its occupants. Without limiting the generality of any of the foregoing provisions, no exterior loudspeakers, horns, whistles, firecrackers, bells or other sound devices, except security devices used exclusively for security purposes, shall be located, used or placed in the Shopping Center. No activities shall be conducted upon the Shopping Center or within any buildings or other improvements constructed on the Land which are or might be unsafe or hazardous to any person or property. Without limiting the generality of the foregoing, no firearms shall be discharged upon any portion of the Shopping Center, no explosives of any kind shall be discharged or stored upon any portion of the Shopping Center, and no open fires shall be lighted or permitted on any portion of the Shopping Center. No lighting will be permitted, except as shown on the lighting plans that are a part of the approved Site Plan for the Shopping Center and except as approved by Landlord using its sole discretion.

               D. No garbage or trash shall be placed or kept on any portion of the Shopping Center, except in covered containers of a type, size and style which are

approved by Landlord using its sole discretion and which are approved in accordance with the Declaration. In no event shall such containers be maintained so as to be visible from neighboring properties or the street, unless they are being made available for collection and then only for the shortest time reasonably necessary to effect such collection. Rubbish, trash, and garbage shall not be allowed to accumulate thereon or therein. No outdoor incinerators shall be kept or maintained on any portion of the Shopping Center.

               E. No lines, wires, or other devices for the communication or transmission of electric current or power, including telephone, television, and radio signals, shall be erected, placed or maintained anywhere in or upon any portion of the Shopping Center, unless the same shall be contained in conduits or cables which are installed and maintained underground or concealed in, under or on buildings, cabinets or other structures and are approved by Landlord using its sole discretion (in addition to any approval required under the Declaration).

               F. No motor vehicle which is classified by manufacturer rating as exceeding one (1) ton, and no recreational vehicle, mobile home, commercial vehicle, travel trailer, tent trailer, trailer, camper shell, detached camper, boat, boat trailer, or other similar equipment or vehicle may be parked, maintained, constructed, reconstructed or repaired at the Shopping Center. The provisions of this subsection shall not apply to loading or unloading and short-term parking of such motor vehicles.

               G. No automobile, motorcycle, motorbike or other motor vehicle shall be constructed, reconstructed or repaired upon the Shopping Center, and no inoperable vehicle may be stored or parked at the Shopping Center; provided, however, that the provisions of this subsection shall not apply to emergency vehicle repairs.

               H. No immoral, improper, offensive, or unlawful use shall be made of any portion of the Shopping Center, and all Laws having jurisdiction thereover shall be observed. In addition, the following uses are expressly prohibited: (i) adult bookstores; (ii) tattoo parlors; (iii) off-track betting establishment; (iv) video or game arcade; (v) funeral parlor; and (vi) drug or alcohol rehabilitation center.

          (d) Compliance With Laws . Tenant shall, at all times during the Term of this Lease and its occupancy of the Demised Premises, comply with and maintain the Demised Premises in accordance with all ordinances, laws, statutes, rules, regulations, directives, orders or other requirements of all municipal, local, state, and federal governments or public authorities or agencies having jurisdiction, now in effect or hereafter enacted (“Laws”), including, but not limited to, any Laws relating to environmental conditions, and the Americans with Disabilities Act, 42 U.S.C.A. §12101, et seq . Tenant expressly covenants and agrees to indemnify, defend and save Landlord harmless from and against any claim, damage, liability, cost, penalties and/or fines, including reasonable attorneys’ fees, which Landlord may suffer as a result of any violation of or non-compliance with any Laws by

Tenant in its use and occupancy of the Demised Premises. The foregoing covenant shall sur