Common use of Acceptance of Premises Clause in Contracts

Acceptance of Premises. Except as expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”).

Acceptance of Premises. Except By taking possession hereunder, Tenant acknowledges that it has examined the Premises and accepts the condition thereof. Tenant acknowledges and agrees that Landlord has no obligation to improve the Premises other than as expressly provided set forth specifically in this Lease, if at all. In particular, Tenant acknowledges that neither any additional improvements or alterations needed to accommodate Tenant's intended use shall be made solely at Tenant's sole cost and expense, and strictly in accordance with the requirements of this Lease (including the requirement to obtain Landlord's consent thereto), unless such improvements and alterations are specifically required of Landlord. Landlord nor shall have no responsibility to do any representative of Landlord has made work required under any representation building codes or warranty with respect to other governmental requirements not in effect or applicable at the Premises, time the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purposePremises were constructed, including without limitation any representations requirements related to sprinkler retrofitting, seismic structural requirements, accommodation of disabled persons, or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant hazardous materials. Landlord shall be solely responsible as under no obligation to such matters. Furtherprovide utility, neither Landlord nor any representative of Landlord has made any representations telephone or warranties regarding (i) what other tenants service or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of access beyond that which exists at the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions date of this Lease, subject only unless Landlord specifically agrees in writing to (1) those defective provide the same. If it is anticipated that Tenant will be doing any Alterations or incomplete portions of installations prior to taking occupancy, any delays encountered by Tenant in accomplishing such work or obtaining any required permits therefor shall not delay the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (Commencement Date or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on that Tenant becomes liable to pay rent, or the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. date that Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall may effectively deliver possession of the Premises to Tenant. By taking possession hereunder, Tenant (such date acknowledges that it accepts the square footage of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided indelivered and as stated in this Lease. No discovery or alleged discovery after such acceptance of any variance in such square footage as set forth in this Lease (or in any proposal, advertisement or other description thereof) shall be grounds for any adjustment in any element of the rent payable hereunder, unless such adjustment is initiated by and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)implemented by Landlord in writing.

Acceptance of Premises. Except as expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, Premises or the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project either for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, that neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or on the ProjectSite, or (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, . Tenant further acknowledges that neither Landlord nor any representative of Landlord has agreed to undertake any alterations or (iii) additions or construct any construction of portions of improvements to the Project not yet completed. Except Premises except as expressly provided in this Lease, Tenant’s lease . Landlord shall complete the “Tenant Improvements” (defined in the Work Letter attached as EXHIBIT X hereto) prior to the Commencement Date. The taking of possession or use of the Premises by Tenant for its business operations shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established establish that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this LeaseLease in all respects, subject only to (1) except for those defective or incomplete portions of the Landlord’s Work matters which Tenant shall have itemized brought to Landlord’s attention on a written punch list. The list shall be limited to any items required to be accomplished by Landlord under the Work Letter attached as Exhibit X, and shall be delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery term (“Term”) of this LeaseLease commences as provided in Article Ill below. If no items are required of Landlord under the Work Letter, Landlord shall deliver by taking possession of the Premises Tenant accepts the improvements in their existing condition, and waives any right or claim against Landlord arising out of the condition of the Premises. Nothing contained in this Section shall affect the commencement of the Term or the obligation of Tenant to Tenant (such date pay rent. Landlord shall diligently complete all punch list items of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises which it is notified as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)above.

Acceptance of Premises. Except Tenant shall accept the Premises in its condition as expressly provided in this Leaseof the Commencement Date, Tenant acknowledges that neither Landlord nor any representative of subject to all applicable laws, ordinances, regulations, covenants and restrictions. Landlord has made any no representation or warranty with respect as to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with for the applicable zoning or regarding any other land use mattersconduct of Tenant's business, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor waives any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of implied warranty that the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completedare suitable for Tenant's intended purposes. Except as expressly provided in this LeaseParagraph 10, Tenant’s lease in no event shall Landlord have any obligation for any defects in the Premises or any limitation on its use. The taking of possession of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, conclusive evidence that Tenant shall be conclusively deemed to have accepted accepts the Premises and those portions that the Premises were in good condition at the time possession was taken except for items that are Landlord's responsibility under Paragraph 10 and any punchlist items agreed to in writing by Landlord and Tenant. Notwithstanding any provision to the contrary in the Lease, at the Commencement Date, Landlord's Work shall conform to all requirements of covenants, conditions, restrictions and encumbrances of record, unless modified by binding variance from the governing entity ("CC&R's"), and all Legal Requirements applicable thereto. Tenant shall not be required to construct or pay the cost of complying with any CC&R's, Legal Requirements requiring construction of improvements in the Premises which are properly capitalized under general accounting principles, unless such compliance is necessitated because of Tenant's particular use of the Building Premises or is mandated by Legal Requirements enacted, or applicable to the Premises, subsequent to the Commencement Date. The parties' obligations and Project liability to each other with respect to Hazardous Materials shall not be governed by this Paragraph 2, but shall be governed by Paragraph 30 of this Lease. Landlord shall remain liable for correcting defects in which Tenant has any rights under this Lease Landlord's Work during the first 6 months of the Term and for the compliance with Legal Requirements of Landlord's Work as of the “Early Occupancy Commencement Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”).

Acceptance of Premises. Except as expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, will be delivered and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended accepted in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an then “as is,” basis. “where is” condition with no expectation that Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective will or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (should perform or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) otherwise contribute towards the cost of bead blastingany leasehold improvements, repairing except that Landlord shall construct the Tenant Improvements (hereinafter defined) for the Second Floor Premises pursuant to Exhibit D, with the First Floor Premises being delivered and otherwise preparing accepted “as is”, subject to demising; provided, however that in no event shall Landlord’s obligations for the surface cost of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy Tenant Improvements exceed Twenty-Five Dollars and No/100 ($25.00) per square foot of which proposal is attached hereto as Exhibit J the net rentable square footage of the Second Floor Premises (the “Floor Surfacing WorkLandlord Contribution Cap”). . 2.4.1 If at anytime the Landlord determines in good faith that the cost of Tenant Improvements will exceed the Landlord Contribution Cap, Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory immediately, upon demand (whether made prior to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment or after completion of the applicable allowance therefor. Sums from each Tenant Improvements), (i) pay to the Landlord the amount of the allowances shall be paid within thirty excess (30) days of Landlord’s receipt of an invoice(s“Excess Costs”), as Additional Rent hereunder, or (ii) with respect to the covered workfirst Ten Dollars ($10) per square foot of Excess Costs, elect to have such excess amortized in the Basic Monthly Rent over the initial approximate five (5) year Term at eight percent per annum (8%). Promptly from and after Unless Tenant shall have paid Landlord the full execution and delivery first $10 p.s.f. of this LeaseExcess Costs, then Tenant shall be deemed to have elected to have such excess not exceeding $10 p.s.f. to be amortized into the Basic Monthly Rent. Landlord shall deliver possession not be required to continue with construction of the Premises Tenant Improvements until Tenant has so paid the amount of the Excess Costs, other than those being amortized into the Basic Monthly Rent. If Tenant has elected or is deemed to Tenant (have elected to have a portion of the Excess Costs amortized into the Basic Monthly Rent, such date of delivery of possession (amortized amount shall be referred to as the “Delivery DateAmortized Allowance.”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”).

Acceptance of Premises. Except By taking possession hereunder, Tenant acknowledges that it has examined the Premises and accepts the condition thereof. Tenant acknowledges and agrees that Landlord has no obligation to improve the Premises other than as expressly provided set forth specifically in this Lease, if at all. In particular, Tenant acknowledges that neither any additional improvements or alterations needed to accommodate Tenant’s intended use shall be made solely at Tenant’s sole cost and expense, and strictly in accordance with the requirements of this Lease (including the requirement to obtain Landlord’s consent thereto). Landlord nor shall have no responsibility to do any representative of Landlord has made work required under any representation building codes or warranty with respect to other governmental requirements not in effect or applicable at the Premises, time the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purposePremises were constructed, including without limitation any representations requirements related to sprinkler retrofitting, seismic structural requirements, accommodation of disabled persons, or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant hazardous materials. Landlord shall be solely responsible as under no obligation to such matters. Furtherprovide utility, neither Landlord nor any representative of Landlord has made any representations telephone or warranties regarding (i) what other tenants service or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of access beyond that which exists at the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions date of this Lease, subject only unless Landlord specifically agrees in writing to (1) those defective provide the same. If it is anticipated that Tenant will be doing any alterations or incomplete portions of installations prior to taking occupancy, any delays encountered by Tenant in accomplishing such work or obtaining any required permits therefor shall not delay the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (Commencement Date or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on that Tenant becomes liable to pay rent, or the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. date that Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall may effectively deliver possession of the Premises to Tenant. By taking possession hereunder, Tenant (such date acknowledges that it accepts the square footage of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided indelivered and as stated in this Lease. No discovery or alleged discovery after such acceptance of any variance in such square footage as set forth in this Lease (or in any proposal, advertisement or other description thereof) shall be grounds for any adjustment in any element of the rent payable hereunder, unless such adjustment is initiated by and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)implemented by Landlord in writing.

Acceptance of Premises. Except Tenant has been in possession of, and conducting business in, the Current Premises under the Nodality Sublease and expects to be in possession of the Expansion Premises under the Poniard Sublease as expressly provided of the Lease Date, and intends to continue conducting business in the Premises, without interruption, from and after the Lease Date. Further, since (i) the Current Premises will not be empty and/or unoccupied at any time prior to the Current Premises Commencement Date and Landlord will have no opportunity to inspect, examine, and/or audit the Current Premises in order to establish the condition of the Current Premises as of the Current Premises Commencement Date, Landlord shall have no liability for any defects in the Current Premises (whether latent or. patent) and, except as set forth in the Work Letter, shall have no obligation to perform any work or to refurbish, finish, or otherwise alter the Current Premises in order to prepare the Current Premises for Tenant’s use or occupancy and (ii) the Expansion Premises will not be empty and/or unoccupied at any time prior to the Expansion Premises Commencement Date and Landlord will have no opportunity to inspect, examine, and/or audit the Expansion Premises in order to establish the condition of the Expansion Premises as of the Expansion Premises Commencement Date, Landlord shall have no liability for any defects in the Expansion Premises (whether latent or patent) and, except as set forth in the Work Letter, shall have no obligation to perform any work or to refurbish, finish, or otherwise alter the Expansion Premises in order to prepare the Expansion Premises for Tenant’s use or occupancy. As a result, as conclusively evidenced by Tenant’s execution and delivery of this Lease, Tenant accepts the Premises “as is”, in their condition as of the Lease Date, without any qualifications, restrictions, or limitations, subject to all applicable Legal Requirements (as defined in Section 7 hereof). Tenant agrees and acknowledges that neither Landlord nor any representative agent of Landlord has made any representation or warranty with respect to the Premises, condition of all or any portion of the Building Premises or the Project. No representation or warranty is made concerning , and/or the suitability or fitness of the Premises, the Building Premises or the Project for any purpose, including without limitation any representations or warranties regarding the compliance conduct of Tenant’s use of the Premises with the applicable zoning or regarding any other land use mattersbusiness, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein. Notwithstanding anything to the contrary in this Lease, Landlord agrees that (a) Tenant’s continued occupancy of the Current Premises following the Current Premises Commencement Date or the Expansion Premises following the Expansion Premises Commencement Date, shall be solely responsible pursuant to this Lease and shall not constitute a holdover under the Nodality Lease or Poniard Lease and (b) neither Nodality nor Poniard shall have any obligation to remove or restore any existing alterations in the Premises or to remove or restore Landlord’s Work. If the Poniard Lease or the Nodality Lease has terminated due to a casualty or Taking (as hereinafter defined), such casualty or Taking shall be deemed to such matters. Further, neither Landlord nor any representative have occurred during the Term of this Lease and the rights and obligations of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by and Tenant with respect to its permitted this Lease shall be governed by Section 18 or Section 19 of this Lease, as applicable. Subject to delays resulting from Force Majeure and Tenant Delay (as defined in the Work Letter), Landlord shall use reasonable efforts to cause Landlord’s Work to be Substantially Complete (as defined in the Work Letter) on or before the date which is 56 days after the Lease Date (“Target Completion Date”). If Landlord fails to complete Landlord’s Work by the Target Completion Date, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable. If Landlord fails to Substantially Complete Landlord’s Work by the date which is 70 days after the Lease Date (which date shall be extended for delays resulting from Force Majeure and Tenant Delay) (such date, as so extended, the “Outside Delivery Date”), then (i) Base Rent under this Lease shall xxxxx by one day for each day of delay in Substantial Completion of Landlord’s Work beyond the Outside Delivery Date and (ii) the Base Term shall be extended by one day for each day of delay in Substantial Completion of Landlord’s Work beyond the Outside Delivery Date. Landlord agrees to use reasonable efforts to perform Landlord’s Work in a manner which does not unreasonably interfere with Tenant’s use and enjoyment of the Premises under the Nodality Sublease and the Poniard Sublease. Without limiting the foregoing, Landlord agrees that it shall endeavor to schedule any utility interruptions related to the performance of Landlord’s Work on weekends and shall endeavor to provide Tenant with at least 5 business days prior notice of any such interruption; provided, however, that notwithstanding anything to the contrary contained herein, in no event shall Landlord have any obligation to incur any additional or overtime costs to complete Landlord’s Work. Notwithstanding anything to the contrary contained herein, for the period of 60 consecutive days after (i) the Lease Date, as set forth in Item 3 to the Current Premises and (ii) the Substantial Completion of Landlord’s Work, as to the Basic Lease ProvisionsExpansion Premises, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expenseexpense (which shall not constitute an Operating Expense), constructbe responsible for any repairs that are required to be made to the Building and Building Systems serving the Premises, repair and/or replace unless Tenant was responsible for the items set forth cause of such repair, in which case Tenant shall pay the cost. Tenant shall have the right during the Term to use all the office furniture and equipment located within the Premises as of the date hereof that is owned by Landlord, as more specifically described on Schedule A attached to this Lease Exhibit G (collectively, the “Landlord’s WorkProperty”). The Tenant shall accept Landlord’s Work shall be constructed Property in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component its “as is” condition as of the Lease Date and shall return all of Landlord’s Work set forth on attached Schedule A. Property located in the Premises as of the Lease Date to Landlord shall obtain any customary manufacturers/installers warranties for upon the Landlord’s Work. Except expiration or earlier termination of this Lease in the same condition as expressly provided in this Leasereceived, ordinary wear and tear excepted; provided, however, Tenant shall be conclusively deemed have the right to have accepted remove the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2)3, which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty8-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided foot chemical fume hoods in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in chemistry lab of the Premises (the “Access Control WorkExisting Fume Hoods”); ) provided that (i) Tenant removes the Existing Fume Hoods in a manner reasonably calculated to avoid damage to both the Existing Fume Hoods and the Premises, (ii) Tenant delivers the Existing Fume Hoods to Landlord after removal and (biii) Three Hundred thousand Dollars ($300,000.00) (Tenant repairs any damage to the “Floor Surface Allowance”) towards Premises caused by the cost of bead blasting, repairing and otherwise preparing the surface removal of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)Existing Fume Hoods.

Acceptance of Premises. Except as expressly provided otherwise set forth in this the Lease, Tenant acknowledges that neither Landlord nor any representative shall accept the Premises in its condition as of the Commencement Date, subject to all applicable laws, ordinances, regulations, covenants and restrictions. Landlord has made any no representation or warranty with respect as to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with for the applicable zoning or regarding any other land use mattersconduct of Tenant's business, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor waives any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of implied warranty that the Premises are suitable for Tenant's intended purposes. Except as otherwise set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease in no event shall Landlord have any obligation for any defects in the Premises or any limitation on its use. The taking of possession of the Premises shall be on an “as is” basisconclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken except for items that are Landlord's responsibility under the Lease and any punchlist items agreed to in writing by Landlord and Tenant. Landlord shall, at its sole cost and expense, construct, repair and/or replace Notwithstanding anything to the items contrary set forth on Schedule A attached to this Lease herein, Landlord represents and warrants that as of the Commencement Date (collectivelyi) the structural integrity of the Premises, including without limitation, the “Landlord’s Work”). The Landlord’s Work foundation, roof, and any load bearing or retaining walls, is free from any material latent or patent defects, (ii) Landlord is currently not the subject of any bankruptcy or insolvency proceeding, (iii) the Premises shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and Legal Requirements (hereinafter defined) in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease effect as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions Commencement Date of this Lease, subject only (iv) Landlord has full power, right and authority to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list execute and delivered perform this Lease and all limited liability company action necessary to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work do so has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A)duly taken, and (2v) there are no covenants, conditions, restrictions or agreements in existence which are not part of the public records which will adversely affect the permitted use of the Premises. If any of the foregoing representations or warranties are inaccurate, Landlord shall, promptly after receipt of written notice from Tenant setting forth with specificity the nature and extent of such inaccuracy, rectify the same at Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)expense.

Acceptance of Premises. Except as expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord it has made any representation or warranty with respect to inspected the Premises, knows the Building or condition thereof, and accepts such Premises, and specifically the Projectbuildings and improvements comprising the same, in their present condition, as suitable for purposes for which the Premises are leased. No representation or warranty is made concerning Taking of possession by Tenant shall be deemed conclusively to establish that said buildings and other improvements are in good and satisfactory condition as of when possession was taken. Tenant further acknowledges that no representations as to the suitability or fitness repair of the Premises, the Building nor promises to alter, remodel or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of improve the Premises with the applicable zoning or regarding any other land use mattershave been made by Landlord, and Tenant shall be solely responsible as to unless such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations are expressly set forth in Section 2.4 belowthis lease. Landlord shall correct If this lease is executed before the Premises become vacant or otherwise available and ready for occupancy, or if any deficiencies with the Landlord’s Work promptly following delivery present tenant or occupant of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretionholds over, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Leasecannot, Landlord shall deliver using good faith efforts, acquire possession of the Premises prior to the date above recited as the commencement date of this lease, Landlord shall not be deemed to be in default hereunder, nor in any way liable to Tenant (because of such failure, and Tenant agrees to accept possession of the Premises at such time as Landlord is able to tender the same, which date shall thenceforth be deemed the "commencement date"; and the term of this lease shall automatically be extended so as to include the full number of months herein before provided for, except that if the commencement date is other than the first day of calendar month, such term shall also be extended for the remainder of tile calendar month in which possession is tendered. Landlord hereby waives payment of rent covering any period prior to such tendering of possession. After the commencement date, Tenant shall, upon demand, execute and deliver to Landlord a letter of acceptance of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)Premises.

Acceptance of Premises. Except as expressly provided Within ten (10) days after completion of the Tenant Improvements Tenant shall conduct a walk-through inspection of the Premises with Landlord and complete a punch list of items needing additional work. Other than the items specified in this Leasethe punch list, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect if any, and subject to the PremisesLandlord's representations and warranties described below, the Building or the Project. No representation or warranty is made concerning the suitability or fitness by taking possession of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as deemed to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of have accepted the Premises as set forth in Item 3 of the Basic Lease Provisionsgood, or (iii) any construction of portions of the Project not yet completedclean and completed condition and repair, subject to all applicable laws, codes and ordinances. Except as expressly provided in this Lease, Tenant’s lease of Any damage to the Premises caused by Tenant's move-in shall be on an “as is” basis. Landlord shallrepaired or corrected by Tenant, at its sole cost and expense, construct, which repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work or corrective work shall not be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates paid for each component out of the Tenant Improvements Allowance. Tenant acknowledges that neither Landlord nor Landlord’s Work set forth on attached Schedule A. Landlord shall obtain 's Agents have made any customary manufacturers/installers representations or warranties as to the suitability or fitness of the Premises for the conduct of Tenant's business or for any other purpose, nor has Landlord or Landlord’s Work. Except 's Agents agreed to undertake any Alterations or construct any Improvements to the Premises except as expressly provided in this Lease, . If Tenant shall be conclusively deemed fails to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on submit a written punch punch-list and delivered to Landlord within fortysuch 10-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A)day period, and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances it shall be paid deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery walk-through inspection or as soon as practicable thereafter. Upon completion of this Leasesuch punch-list items, Landlord Tenant shall deliver possession approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of the Premises to Tenant (completion, such date of delivery of possession (the “Delivery Date”) for items shall be deemed approved by Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”).

Acceptance of Premises. Except as may otherwise be expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding a Construction Addendum attached hereto (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”if any). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted accept the Premises and those portions of on the Building and Project Commencement Date in which Tenant has any rights under this Lease as of the its “Early Occupancy DateAS-IS” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Leasecondition, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list all applicable laws, ordinances, regulations, covenants and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretionrestrictions, and Landlord shall have no liability whatsoever obligation to perform or pay for the Access Control Work and/or for the Floor Surfacing Work beyond payment any repair or other work therein Landlord represents and warrants that, as of the applicable allowance therefor. Sums from each date Landlord tenders possession of the allowances Premises to Tenant, the base building shell shall be paid comply with all applicable Legal Requirements (as hereinafter defined) specific to base building shells, including the American with Disabilities Act, but specifically excluding zoning ordinances and other Legal Requirements specific to Tenant’s use of the Premises; provided, however that if the base building shell is not in compliance with such Legal Requirements and Tenant cannot commence construction of Tenant Improvements (as defined in Exhibit C) because of such lack of compliance caused by Landlord, then Landlord shall use commercially reasonable efforts to being the base building shell into such compliance within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant. For the purposes of the foregoing, if the lack of compliance is the result of Landlord’s failure to obtain any certificate from a governmental authority, then the issuance of the appropriate certificate by the applicable governmental authority following the base building final inspection shall satisfy the foregoing requirements. Landlord has made no representation or warranty as to the suitability of the Premises for the conduct of Tenant’s business, and Tenant (such date of delivery of possession (waives any implied warranty that the “Delivery Date”) Premises are suitable for Tenant’s construction of those tenant improvements intended purposes TENANT ACKNOWLEDGES THAT SUBJECT TO THE TERMS OF THIS LEASE (the a) IT HAS INSPECTED AND ACCEPTS THE PREMISES IN AN “Tenant Improvements”AS IS, WHERE IS” CONDITION (UNLESS OTHERWISE EXPRESSLY PROVIDED IN A CONSTRUCTION ADDENDUM ATTACHED HERETO, IF ANY), (b) THE BUILDINGS AND IMPROVEMENTS COMPRISING THE SAME ARE SUITABLE FOR THE PURPOSE FOR WHICH THE PREMISES ARE LEASED AND LANDLORD HAS MADE NO WARRANTY, REPRESENTATION, COVENANT, OR AGREEMENT WITH RESPECT TO THE MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE PREMISES, (c) THE PREMISES ARE IN GOOD AND SATISFACTORY CONDITION, (d) NO REPRESENTATIONS AS TO THE REPAIR OF THE PREMISES, NOR PROMISES TO ALTER, REMODEL OR IMPROVE THE PREMISES HAVE BEEN MADE BY LANDLORD (UNLESS OTHERWISE EXPRESSLY PROVIDED IN A CONSTRUCTION ADDENDUM ATTACHED HERETO, IF ANY), AND (e) THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESSED, IMPLIED OR STATUTORY, THAT EXTEND BEYOND THE DESCRIPTION OF THE PREMISES. Except as provided in this Section 2 and Sections 10 and 11 (d), in no event shall Landlord have any obligation for any defects if the Premises as provided inor any limitation on its use. The taking of possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken except for items that are Landlord’s responsibility under this Section 2 and Sections 10 and 11 (d), and subject any punchlist items agreed to the terms in writing by Landlord and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)Tenant.

Acceptance of Premises. Except as expressly provided in this LeaseBy taking possession hereunder, Tenant acknowledges that neither It has examined the Premises and accepts the condition thereof, other than latent defects. Tenant acknowledges and agrees that Landlord nor has no obligation to improve the Premises other than as set forth specifically In this Lease, If at all. In particular, Tenant acknowledges that any representative additional improvements or alterations needed to accommodate Tenant’s intended use shall be made solely at Tenant’s sole cost and expense, and strictly in accordance with the requirements of this Lease (including the requirement to obtain Landlord’s consent thereto), unless such improvements and alterations are specifically required of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness including without limitation Landlord’s installation of the Premises, Tenant Improvements. Landlord shall have no responsibility to do any work within the Building Center required under any building codes or other governmental requirements not in effect or applicable as of the Project for any purposetime the Premises were constructed, including without limitation any representations requirements related to sprinkler retrofitting, seismic structural requirements, accommodation of disabled persons, or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant hazardous materials. Landlord shall be solely responsible as under no obligation to such matters. Furtherprovide utility, neither Landlord nor any representative of Landlord has made any representations telephone or warranties regarding (i) what other tenants service or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of access beyond that which exists at the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions date of this Lease, subject only unless Landlord specifically agrees in writing to (1) those defective provide the same. If it is anticipated that Tenant will be doing any Alterations or incomplete portions of installations prior to taking occupancy, any delays encountered by Tenant in accomplishing such work or obtaining any required permits therefor shall not delay the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (Commencement Date or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on that Tenant becomes liable to pay rent, or the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. date that Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall may effectively deliver possession of the Premises to Tenant. By taking possession hereunder, Tenant (such date acknowledges that it accepts the square footage of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided indelivered and as stated in this Lease. No discovery or alleged discovery after such acceptance of any variance in such square footage as set forth in this Lease (or in any proposal, and subject to advertisement or other description thereof) shall be grounds for any adjustment in any component of the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)rent payable hereunder by Landlord or Tenant.

Acceptance of Premises. Except as expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness By taking possession of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises as being in good and those portions of sanitary order, condition and repair and to have accepted the Building and Project Premises in which Tenant has any rights under this Lease their condition existing as of the “Early Occupancy Date” (as defined in Section 3.2)date Tenant takes possession of the Premises, which acceptance shall mean that it is conclusively established that subject to all applicable laws, covenants, conditions, restrictions, easements and other matters of public record and the rules and regulations from time to time promulgated by Landlord governing the use of the Premises and those portions of the Building Common Area, and Project further, to have accepted tenant improvements to be constructed by Landlord (if any) as being completed in which Tenant has any rights under this Lease were in satisfactory condition and in conformity accordance with the provisions of this Leaseplans and specifications for such improvements, subject only to (1) those defective or incomplete portions completion of items on Landlord's punch list. Prior to the Commencement Date, Landlord and Tenant shall complete a walk-through of the Landlord’s Work which Premises and Landlord and Tenant shall have itemized agree on a written punch list and delivered of any items (except HVAC units, the replacement of which shall be governed by the terms of Paragraph 2.2 above) within the Premises that are in need or repair or maintenance. Landlord agrees to Landlord within forty-five (45) days following Landlord’s written notice(s) repair or maintain such items that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” are on the attached Schedule A)agreed upon punch list, and (2) at Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting's sole cost, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days following the Commencement Date (except that if such punch list items cannot reasonably be repaired or maintained with such thirty (30) day period, then Landlord shall commence such repair or maintenance of the punch list items within such thirty day period and diligently prosecute the same to completion). The preceding notwithstanding, Tenant does not waive any claims of latent defects that may exist in the Premises as of the Commencement Date, however, Landlord shall be under no obligation to repair any latent defect in the Premises existing as of the Commencement Date unless Tenant gives Landlord written notice of such defect prior to the date six months following the Commencement Date. Tenant acknowledges that, except as set forth in the following sentence, neither Landlord nor Landlord’s receipt 's agents have made any representation or warranty as to the suitability of an invoice(s) the Premises for the conduct of Tenant's business, the condition of the Premises, or the use or occupancy which may be made thereof and Tenant has independently investigated and is satisfied that the Premises are suitable for Tenant's intended use and that the Premises meets all governmental requirements for such intended use. Landlord hereby represents to Tenant that, to Landlord's actual knowledge, the Premises are not in violation of any law, rule, regulation or ordinance applicable to the Premises. The preceding paragraph notwithstanding, the parties hereto acknowledge that Landlord intends to undertake some seismic upgrades of the Premises in the future. As of the date of execution of this Lease, no plans or specifications for such seismic upgrades have been prepared, nor has Landlord determined the specific time or times when it may undertake such seismic upgrades. Any seismic upgrades performed by Landlord with respect to the covered workPremises shall not unreasonably interfere with Tenant's use of the Premises. Promptly from To Landlord's knowledge, such seismic upgrades contemplated to be performed by Landlord are not required to be performed to bring the Premises into compliance with applicable building codes or laws, and after instead Landlord may elect to perform such seismic upgrades to further reduce its earthquake insurance premiums and to improve Landlord's ability to obtain financing or refinancing secured by the full execution and delivery of this LeasePremises. Landlord agrees that, Landlord shall deliver possession if seismic upgrade of the Premises is required to bring the Premises into compliance with building codes applicable to the Premises at the time the Premises were initially constructed, then Landlord shall be responsible for such seismic upgrades and Tenant shall not be obligated to bear portion of the cost of such seismic upgrades. If Tenant desires to construct or install, or cause to be constructed or installed, any alterations, additions or improvements to the Premises and, in connection with the same, seismic upgrades or structural reinforcement of the Premises, or portion thereof, are required and are directly and physically related to the alterations, additions or improvements to be constructed or installed, or caused to be constructed or installed, by Tenant, then Tenant shall bear one hundred percent (such date 100%) of delivery the cost of possession (the “Delivery Date”) for Tenant’s construction seismic upgrades or structural reinforcement of those tenant improvements (the “Tenant Improvements”) Premises so required. Except as provided in the Premises as provided inimmediately preceding sentence, Tenant shall not be obligated to pay for any seismic upgrades or structural reinforcement of the Premises, or any portion thereof. If Tenant applies to a governmental agency for approval of, or issuance of a building permit in connection with, any proposed alteration, addition, or improvement to the Premises, or any portion thereof, and subject such governmental agency requires Tenant to undertake a seismic upgrade or structural reinforcement of the Premises, or any portion thereof, in connection with such proposed alteration, addition or improvement, then Tenant shall not be obligated to pay for the cost of such seismic upgrade or structural reinforcement unless the same is directly and physically related to the terms and conditions ofalteration, the Work Letter attached as Exhibit X hereto (the “Work Letter”)addition or improvement proposed to be undertaken by Tenant.

Acceptance of Premises. Except as expressly provided in this LeaseSubject to the Delivery Condition, Tenant acknowledges that neither will accept possession of the Premises on the Delivery Date in its “AS IS” condition and “WITH ALL FAULTS”. Notwithstanding, Landlord nor any representative warrants the good working order and condition of Landlord has made any representation or warranty with respect to the PremisesLeasehold Improvements existing as of the Delivery Date, the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the PremisesStructure, the Building Mechanical Systems and the Generator until 120 days after Tenant first occupies all or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use portion of the Premises for purposes of conducting business, (provided that in any event the 120 day warranty period commences no later than the ninetieth (90th) day following the Commencement Date) subject to maintenance, repairs or replacement required by the negligence, misuse or misconduct of Tenant. In the event Tenant notifies Landlord of any noncompliance with said warranty during the applicable zoning 120 day warranty period, then as Tenant’s sole and exclusive remedy for such noncompliance, Landlord shall promptly undertake to complete any required repairs or regarding any other land use matters, replacements identified in Tenant’s notice and Tenant such repairs or replacements shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenantexpeditiously completed at Landlord’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, constructwithout reimbursement by Tenant. Otherwise, repair and/or replace the items set forth on Schedule A attached to this Lease (collectivelyLandlord does not make and Tenant does not rely upon any representation or warranty of any kind, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permitsexpress or implied, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered workcondition of the Premises (including habitability or fitness for any particular purpose of the Premises). Promptly TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LANDLORD HEREBY DISCLAIMS, AND TENANT WAIVES THE BENEFIT OF, ANY AND ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF HABITABILITY AND FITNESS OR SUITABILITY FOR A PARTICULAR PURPOSE. Landlord represents that to Landlord’s actual knowledge, it has delivered to Tenant true, correct and complete copies of the most current survey and the title policy in its possession relating to the status of title to the Project and that certain Phase I prepared by AEI Consultants, and to Landlord’s actual knowledge without investigation, there has been no change to the condition of title or the existence of any hazardous or toxic materials at or under the Project from and after the full execution and delivery dates referenced in such documents. For purposes of this Leaseparagraph, Landlord the term “Landlord’s actual knowledge” shall deliver possession be deemed to mean and be limited to the current actual knowledge of the Premises to Tenant Designated Knowledge Person (such date as defined below) and the current property manager, at the time of delivery execution of possession (the “Delivery Date”) for Tenant’s construction this Lease and not any implied, imputed, or constructive knowledge of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”).said individuals or of Landlord or any

Acceptance of Premises. Except Tenant acknowledges that, except as expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, Premises or the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project either for any purpose, including including, without limitation limitation, any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, ; and Tenant shall be solely responsible as to such matters. Further, that neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or and the Project, or (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, . Tenant further acknowledges that neither Landlord nor any representative of Landlord has agreed to undertake any alterations or (iii) additions or construct any construction of portions of improvements to the Project not yet completed. Except Premises except as expressly provided in this Lease, Tenant’s lease . The taking of possession or use of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace by Tenant for the items set forth on Schedule A attached to this Lease conduct of Tenant's business therein (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and but not for construction or early entry for fixturization in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord Letter) shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established establish that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this LeaseLease in all respects, subject only to except for: (1i) those defective or incomplete portions of the Landlord’s Work matters which Tenant shall have itemized brings to Landlord's attention on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days after the Term of Landlord’s receipt of an invoice(s) this Lease commences with respect to the covered work. Promptly from Premises , and after the full execution and delivery of (ii) Landlord's other obligations specifically provided in this Lease, including, without limitation, the responsibilities contained in Section 2.4 hereof. Nothing contained in this Section shall affect the commencement of the Term or the obligation of Tenant to pay rent. Landlord shall deliver possession diligently complete all punch list items of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises which it is notified as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)above.

Acceptance of Premises. Except By taking possession hereunder, Tenant acknowledges that it has examined the Premises and accepts the condition thereof. Tenant acknowledges and agrees that Landlord has no obligation to improve the Premises other than as expressly provided set forth specifically in this Lease, if at all. In particular, Tenant acknowledges that neither any additional improvements or alterations needed to accommodate Tenant’s intended use shall be made solely at Tenant’s sole cost and expense, and strictly in accordance with the requirements of this Lease (including the requirement to obtain Landlord’s consent thereto), unless such improvements and alterations are specifically required of Landlord. Landlord nor shall have no responsibility to do any representative of Landlord has made work required under any representation building codes or warranty with respect to other governmental requirements not in effect or applicable at the Premises, time the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purposePremises were constructed, including without limitation any representations requirements related to sprinkler retrofitting, seismic structural requirements, accommodation of disabled persons, or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant hazardous materials. Landlord shall be solely responsible as under no obligation to such matters. Furtherprovide utility, neither Landlord nor any representative of Landlord has made any representations telephone or warranties regarding (i) what other tenants service or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of access beyond that which exists at the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions date of this Lease, subject only unless Landlord specifically agrees in writing to (1) those defective provide the same. If it is anticipated that Tenant will be doing any Alterations or incomplete portions of installations prior to taking occupancy, any delays encountered by Tenant in accomplishing such work or obtaining any required permits therefor shall not delay the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (Commencement Date or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on that Tenant becomes liable to pay rent, or the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. date that Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall may effectively deliver possession of the Premises to Tenant. By taking possession hereunder, Tenant (such date acknowledges that it accepts the square footage of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided indelivered and as stated in this Lease. No discovery or alleged discovery after such acceptance of any variance in such square footage as set forth in this Lease (or in any proposal, advertisement or other description thereof) shall be grounds for any adjustment in any element of the rent payable hereunder, unless such adjustment is initiated by and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)implemented by Landlord in writing.

Acceptance of Premises. Landlord represents and warrants to Tenant that, to Landlord’s actual knowledge, (i) all Building Systems within or servicing the Premises are in good working order and repair and (ii) the Base Building Improvements have been fully constructed and are in good condition and repair. Landlord shall ensure that the Premises are in a broom-clean condition on the Delivery Date. By entering into possession of the Premises or any part thereof for purposes of constructing the Tenant Improvement Work therein, and except for such matters as Tenant shall specify to Landlord in writing within ten (10) days thereafter, Tenant shall be conclusively deemed to have agreed that Landlord has performed all of its obligations hereunder with respect to the Premises as of the Delivery Date and that the Premises comply with the requirements of this Lease as of the Delivery Date, except for latent defects in the core and shell of the Building or the Building Systems of which Landlord is notified during the Lease Term. With respect to such latent defects, Landlord shall have no responsibility to correct, or liability with respect to, any latent defects in any portion of the Tenant Improvements installed by a contractor of Tenant, but shall be responsible for repair of or liable for latent defects in the core and shell of the Building, in the Common Area and in the Building Systems. Tenant accepts this Lease subject to all applicable zoning laws and regulations, and any easements, covenants or restrictions of record, which Landlord represents, to its actual knowledge, do no prohibit the use of the Premises for general office uses. Except as otherwise expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any representative agent of Landlord has made any representation or warranty with respect to the Premises, the Building or any other portion of the Park Place Project. No , including without limitation, any representation or warranty is made concerning with respect to the suitability or fitness of the Premises, the Building or any other portion of the Park Place Project for any purpose, including without limitation any representations or warranties regarding the compliance conduct of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)business.

Acceptance of Premises. Except as a) Tenant acknowledges that it has fully inspected the Demised Premises and accepts same in their present condition, "AS IS, WHERE IS" and with all faults. Tenant further acknowledges that Landlord makes no representations or warranties, express, implied or statutory, relating to the Demised Premises or the improvements and structures located thereon, including, without limitation, any representations, or warranties relating to the improvements' and structures' condition, suitability for any intended purpose, or compliance with any applicable laws, statutes, ordinances or regulations; the quality or condition of the Demised Premises; the suitability or safety of the Demised Premises for any and all activities and uses which Tenant may conduct thereon, the environmental condition of the Demised Premises and the presence or absence of or contamination by hazardous or toxic materials or the compliance of the Demised Premises with all regulations or laws relating to health or the environment; or the soil conditions, drainage, flooding characteristics, topography, geologic conditions, utilities or other conditions existing in or on the Demised Premises. Landlord and Tenant expressly disclaim any implied warranty that the Demised Premises are suitable for Tenant's intended commercial purpose. Tenant hereby expressly assumes all risks, liabilities, claims, damages and costs (and agrees Landlord shall not be liable for any special, indirect, consequential or other damages) resulting or arising from or related to the Demised Premises or other use, condition, location, maintenance, repair or operation thereof; expressly provided that, Tenant shall not be responsible for any damages to the Demised Premises that were existing prior to the occupancy of the Demised Premises by Tenant. b) In connection with the option to purchase the Demised Premises contained in this LeaseParagraph 28 hereof, Tenant acknowledges that neither Landlord nor any representative during the term of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease it shall have the right to make such inspections and perform such examinations and investigations of the Demised Premises shall be on an “as is” basis. Landlord shallit may require, at its sole cost and expense, constructincluding specifically, repair and/or replace without limitation, examinations and inspections relating to the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component status of title of the Landlord’s Work set forth Demised Premises; the surveying of the Demised Premises; the electrical, mechanical, topographical, geological and environmental condition of the Demised Premises; and the presence of hazardous wastes and toxic materials on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly Demised Premises; provided in however, upon termination of this Lease, Tenant shall be conclusively deemed deliver the Demised Premises to have accepted Landlord in good order and condition and in substantially the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease same condition as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions commencement of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list excepting reasonable wear and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)tear.

Acceptance of Premises. Except as expressly provided Landlord shall make all improvements in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises accordance with the applicable zoning or regarding any other land use matters, “Final Plans” prepared and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding approved by the parties in accordance with Exhibit “B” (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”), based upon architectural plans and specifications and construction drawings to be prepared by Tenant’s architect and approved by Landlord pursuant to Exhibit “B”. The Landlord shall (i) obtain all permits and approvals necessary for the completion of [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Landlord’s Work, and (ii) complete Landlord’s Work in compliance with all applicable laws, ordinances and regulations. Tenant and Landlord agree that Landlord’s Work shall be constructed performed by Lauth Construction, LLC, which shall construct Landlord’s Work on a “cost plus” basis pursuant to which it shall be entitled to receive a fee to act as general contractor in an amount equal to [***] of the total costs of Landlord’s Work. In addition, Lauth Construction, LLC shall be reimbursed for its costs incurred for general conditions and overhead in connection with the performance of Landlord’s Work in an amount equal to [***] of the costs of Landlord’s Work. Inasmuch as Landlord’s affiliate, Lauth Construction, LLC, will act as general contractor and will be entitled to the fees and reimbursements in the foregoing amounts, Landlord shall not receive a good construction management fee for the initial tenant improvements. Tenant acknowledges that it has not relied upon any statements, representations, agreements, or warranties made by Landlord or Landlord’s agents, except such as are expressed in this Lease. Landlord shall, at Landlord’s sole cost and workmanlike manner expense, promptly repair, replace and/or restore, if and to the extent applicable, any defects in compliance with all applicable building codes and permits, and Landlord’s Work in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly warranty set forth in Section 2.4 below6 of Exhibit “B”. In connection therewith, upon the Commencement Date, Landlord shall correct any deficiencies provide Tenant with the an elevation certificate from Landlord’s Work promptly following delivery Surveyor evidencing that the Building slab has been constructed at a minimum level of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two eighteen inches (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance18”) towards above the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); 100 year flood plain and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blastingif, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days result of Landlord’s receipt of an invoice(s) with respect failure to construct the covered work. Promptly from and after Building slab at such elevation, the full execution and delivery of this LeaseTenant incurs any additional insurance premiums, Landlord shall deliver possession of the Premises to Tenant (be responsible for all such date of delivery of possession (the “Delivery Date”) for additional insurance premiums and related costs and expenses incurred by Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”).

Acceptance of Premises. Except as expressly provided in this Leaseotherwise set forth herein, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, Premises or the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project either for any purpose, including without limitation any representations except as set forth in this Lease. The taking of possession or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) for any purpose other than construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established establish that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this LeaseLease in all respects, subject only to (1) except for those defective or incomplete portions of the Landlord’s Work matters which Tenant shall have itemized brought to Landlord’s attention on a written punch list. The list shall be limited to any items required to be accomplished by Landlord under the Work Letter (if any) attached as Exhibit X, and shall be delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery term (“Term”) of this Lease, Landlord Lease commences as provided in Article Ill below. Nothing contained in this Section shall deliver possession affect the commencement of the Premises Term or the obligation of Tenant to pay rent; provided, however, that in no event shall Tenant (such have any obligation to pay any rent until the date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises are ready for occupancy (as provided in, hereinafter defined in Section 3.2) and subject the substantial completion by Landlord of the Tenant Improvements pursuant to the terms and conditions of, of the Work Letter. Landlord shall diligently complete all punch list items of which it is notified as provided above. Upon the substantial completion by Landlord of the Tenant Improvements pursuant to the terms and conditions of the Work Letter attached hereto as Exhibit X hereto (and made a part hereof, Landlord hereby represents and warrants that the “Work Letter”)Premises shall be in good working order, condition and repair with all Building systems in good working order and condition such that Tenant can use the Premises for the use set forth in Item 3 of the Basic Lease Provisions.

Acceptance of Premises. Except as expressly provided Within ten (10) days after completion of ---------------------- the Tenant Improvements Tenant shall conduct a walk-through inspection of the Premises with Landlord and complete a punch list of items needing additional work. Other than the items specified in this Leasethe punch list, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect if any, and subject to the PremisesLandlord's representations and warranties described below, the Building or the Project. No representation or warranty is made concerning the suitability or fitness by taking possession of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as deemed to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of have accepted the Premises as set forth in Item 3 of the Basic Lease Provisionsgood, or (iii) any construction of portions of the Project not yet completedclean and completed condition and repair, subject to all applicable laws, codes and ordinances. Except as expressly provided in this Lease, Tenant’s lease of Any damage to the Premises caused by Tenant's move-in shall be on an “as is” basis. Landlord shallrepaired or corrected by Tenant, at its sole cost and expense, construct, which repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work or corrective work shall not be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates paid for each component out of the Tenant Improvements Allowance. Tenant acknowledges that neither Landlord nor Landlord’s Work set forth on attached Schedule A. Landlord shall obtain 's Agents have made any customary manufacturers/installers representations or warranties as to the suitability or fitness of the Premises for the conduct of Tenant's business or for any other purpose, nor has Landlord or Landlord’s Work. Except 's Agents agreed to undertake any Alterations or construct any Improvements to the Premises except as expressly provided in this Lease, . If Tenant shall be conclusively deemed fails to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on submit a written punch punch-list and delivered to Landlord within fortysuch 10-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A)day period, and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances it shall be paid deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery walk-through inspection or as soon as practicable thereafter. Upon completion of this Leasesuch punch-list items, Landlord Tenant shall deliver possession approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of the Premises to Tenant (completion, such date of delivery of possession (the “Delivery Date”) for items shall be deemed approved by Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”).

Acceptance of Premises. Except as expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect Subject to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of TenantLandlord’s use of obligation to deliver the Premises in the Delivery Condition with the applicable zoning or regarding any other land use mattersInitial Improvements detailed on Exhibit H Substantially Completed, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as Landlord’s express repair and maintenance obligations set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted accept the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease its condition as of the “Early Occupancy Commencement Date” (, subject to all applicable laws, ordinances, regulations, covenants and restrictions. Landlord has made no representation or warranty as defined in Section 3.2)to the suitability of the Premises for the conduct of Tenant's business, which acceptance shall mean that it is conclusively established and Tenant waives any implied warranty that the Premises are suitable for Tenant's intended purposes. Except as provided herein otherwise, in no event shall Landlord have any obligation for any defects in the Premises or any limitation on its use. No later than 10 days after written demand is made by Landlord of Tenant, Tenant shall execute and those portions deliver to Landlord a Commencement Date Certificate in the form of Exhibit C attached to and made a part of this Lease. [***] Tenant acknowledges that as of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions date of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) Premises are occupied by an existing tenant (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing WorkExisting Tenant”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work acknowledges and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and agrees that Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall not deliver possession of the Premises to Tenant until Landlord has obtained lawful possession of the Premises from the Existing Tenant. Landlord represents and warrants that as of the Commencement Date the Premises’ HVAC, electrical, plumbing, sprinkler, and other mechanical systems are in good working order and Landlord warrants such systems for a period of twelve (12) months from the Commencement Date; provided, however, that such date warranty shall not be effective for any maintenance, repairs or replacements necessitated due to the misuse of, or damages caused by, Tenant, its employees, contractors, agents, subtenants, or invitees. Furthermore, Landlord shall deliver the Premises to Tenant as of delivery of possession the Commencement Date vacant and in broom clean condition, with any existing signage, furniture and fixtures removed, and with all Initial Improvements described on Exhibit H attached hereto Substantially Completed (collectively, the “Delivery DateCondition”) ). [***] Subject to the vacation of the Premises by the existing tenant, if any, Landlord shall allow Tenant access to the Premises upon vacation of the Premises by the existing tenant, if any, for purposes of preparing the Premises for the commencement of Tenant’s construction of those tenant improvements (the “Tenant Improvements”) normal business operations, subject to applicable ordinances and building codes governing Tenant’s right to occupy or perform in the Premises as provided in, and subject (“Early Occupancy”). During such Early Occupancy period prior to the terms and conditions ofCommencement Date, Tenant shall be bound by its obligations under the Work Letter attached Lease, including the obligation to provide evidence of insurance, but shall not be obligated to pay the Monthly Base Rent or Operating Expenses payable by Tenant to Landlord as Exhibit X hereto (set forth in the “Work Letter”)Lease. Landlord shall reasonably cooperate, at no additional charge to Tenant but at no cost to Landlord, to the extent Landlord’s cooperation or participation is required in Tenant’s efforts to receive a grant or other financial assistance from the City of Phoenix, Arizona and/or the State of Arizona in an amount reasonably acceptable to Tenant.

Acceptance of Premises. Except as to the extent that Landlord has expressly provided agreed in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect Lease to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of perform certain tenant improvement work in the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible except as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended otherwise provided for in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this LeaseArticle 5.5, Tenant shall be conclusively deemed to have accepted the Premises on the Lease Commencement Date in their "as is" condition. Landlord warrants and those portions of the Building represents that all mechanical systems (including plumbing sprinklers, heating, ventilation and Project air conditioning systems) are in which Tenant has any rights under this Lease good operating condition and repair as of the “Early Occupancy Lease Commencement Date” (as defined . If tenant improvements are to be constructed by Landlord in Section 3.2), which the Premises the acceptance of the Premises by Tenant shall mean that it is conclusively established be deferred until receipt by the Tenant of an architect's certificate of readiness certifying that the Premises are ready for occupancy and those portions the granting to Landlord of all approvals necessary to obtain a certificate of occupancy. Within five (5) days after the architect gives such notice Tenant shall make such inspection of the Building and Project Premises as Tenant deems appropriate and, except as otherwise notified by Tenant in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered writing to Landlord within forty-five such period, Tenant shall be deemed to have accepted the Premises in their condition as of the date of the architect's certificate. If as a result of such inspection Tenant discovers minor deviations or variations from the plans and specifications for Tenant's improvements of a nature commonly found on a "punch list" (45as that term is used in the construction industry), Tenant shall promptly notify Landlord of such deviations. The existence of such punch list items shall not postpone the Lease Commencement Date of this Lease nor the obligation of Tenant to pay Rent, additional rent or any other charges due under this Lease. Landlord shall use its best efforts to complete any punch list items on the list of items submitted by Tenant to Landlord within thirty (30) days following Landlord’s Tenants submission of such list. In the event Landlord fails to complete any such punch list items within said thirty (30) day period Tenant shall provide Landlord with written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date notice of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 belowits Failure to do so. Landlord shall correct any deficiencies with have fifteen ( 15) days after receipt of such notice to complete the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided items identified by Tenant and if it fails to do so in such fifteen ( 15) day period Tenant may complete such punch list items at its expense and bill Landlord for the foregoingsame. Landlord shall also provide two (2) allowances agrees to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the reimburse Texxxx for all such reasonable cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid submitted within thirty (30) days of Landlord’s receipt of an invoice(s) with respect receiving legitimate invoices from Tenant. Landlord and Tenant hereby agree to execute a Declaration substantially in the covered workform attached hereto as Exhibit B. to confirm the Lease Commencement Date. Promptly from and after Failure to execute said Declaration shall not affect the full execution and delivery of this Lease, Landlord shall deliver possession commencement or expiration of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)Lease Term.

Acceptance of Premises. Except as expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall accept the Premises in its “AS IS, WHERE IS AND WITH ALL FAULTS” condition as of the Commencement Date, subject to all applicable laws, ordinances, regulations, covenants and restrictions. Landlord has made no representation or warranty as to the suitability of the Premises for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises are suitable for Tenant’s intended purposes. In no event shall Landlord have any obligation for any defects in the Premises or any limitation on its use. The taking of possession of the Premises (other than pursuant to the Early Occupancy Period) shall be conclusively deemed to have accepted conclusive evidence that Tenant accepts the Premises and those portions that the Premises were in good condition at the time possession was taken except for items that are Landlord’s responsibility under Paragraph 10 and any punch list items agreed to in writing by Landlord and Tenant. No later than 10 days after written demand is made therefor by Landlord of Tenant (which demand shall not be made prior to the Commencement Date), Tenant shall execute and deliver to Landlord a Commencement Date Certificate in the form of Exhibit D attached to and hereby made a part of this Lease. Landlord represents and warrants that, as of the Commencement Date, no written notice has been received by Landlord of non-compliance with any Legal Requirements in connection with the Premises. Landlord warrants that the mechanical, electrical, plumbing, heating, ventilating and air conditioning will be in good working order and the Premises and the Building shall be structurally sound and Project in which water tight on the Commencement Date; provided, however, that such warranty shall not be effective for any maintenance, repairs or replacements necessitated due to the misuse of, or damages caused by, Tenant, its employees, contractors, agents, subtenants, or invitees. Subject to mutual execution of this Lease, Tenant’s payment of total monies due upon execution and Tenant’s delivery of the L-C required under Paragraph 5 below and the certificates evidencing the insurance required under Paragraph 10 below (collectively, the “Preliminary Conditions”), Landlord shall allow Tenant has any rights under this Lease as of access to the Premises, no earlier than fifteen (15) days prior to the Commencement Date (the “Early Occupancy Date” Period”), solely for the purpose of installing Tenant’s furniture, fixtures and equipment in the Premises. Prior to the Early Occupancy Period, but subject to satisfaction of the Preliminary Conditions, Landlord shall additionally permit Tenant to visit the Premises (along with its architects, space planners and designers) for design and planning purposes only, upon not less than twenty-four (24) prior written notice (which notice may be sent by email to Rxxx Xxxxxx at Newport Venture Capital at rxxxxxx@xxxxxxxxx.xxx). In connection with the Exxx Occupancy Period and any Tenant access to the Premises prior to the Commencement Date permitted under this paragraph, Tenant shall use commercially reasonable efforts not to interfere with the completion of construction of the Initial Improvements (as defined in Section 3.2)Addendum 3) or cause any labor dispute as a result of such installations, which acceptance shall mean that it is conclusively established that and Tenant hereby agrees to indemnify, defend, and hold Landlord harmless from any loss or damage to such property, and all liability, loss, or damage arising from any injury to the Premises or the property of Landlord, its contractors, subcontractors, or materialmen, and those portions any death or personal injury to any person or persons arising out of such installations, unless any such loss, damage, liability, death, or personal injury was caused by Landlord’s (or its employees’) negligence or willful misconduct. During the Building Early Occupancy Period and Project in which any early Tenant has any rights access occurring prior to the Commencement Date, Tenant shall be bound by its obligations under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only but shall not be obligated to (1) those defective pay Base Rent or incomplete portions of the Landlord’s Work which Operating Expenses payable by Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”).

Acceptance of Premises. Except as expressly provided “AS-IS”. Other than Sublandlord’s obligation to deliver the FF&E and make the repairs (if any) described in the last sentence of this LeaseSection 9, Tenant the Premises shall be delivered to Subtenant in “AS-IS” and “WITH ALL FAULTS” condition without any representations and warranties with respect thereto by Sublandlord, its agents, officers, directors, employees, consultants or attorneys. Subtenant acknowledges and agrees that neither Landlord nor Sublandlord and its agents, officers, directors, employees, consultants and attorneys have made no representations, warranties or promises of any representative of Landlord has made any representation or warranty nature whatsoever with respect to the Premises, Premises or any improvements located therein except as expressly set forth in this Sublease. The taking of possession of any Premises Component by Subtenant shall be conclusive evidence that Subtenant accepts the Building or same “AS-IS” and “WITH ALL FAULTS” and that the ProjectPremises are suited for the use intended by Subtenant and are in good and satisfactory condition at the time such possession was taken. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s Subtenant represents and warrants to Sublandlord that (i) its sole intended use of the Premises with is for general office use and related uses to the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be extent permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component Master Lease (the “Permitted Use”) and (ii) prior to executing this Sublease it has made such investigations as it deems appropriate with respect to the suitability of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties Premises for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises its intended use and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established determined that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease are suitable for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 belowsuch intended use. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord Sublandlord shall have no liability obligation whatsoever to construct any improvements for Subtenant or to repair or refurbish the Access Control Work and/or for Premises other than any repairs necessary to repair any material damage caused by Sublandlord’s vacation of any Premises Component other than ordinary wear and tear. Prior to the Floor Surfacing Work beyond payment actual delivery of the applicable allowance therefor. Sums from each of the allowances shall be paid any Premises Component, within thirty (30) days of Landlordfollowing Sublandlord’s receipt of an invoice(s) with respect a written request by Subtenant to the covered work. Promptly from do so, Sublandlord and after the full execution and delivery Subtenant shall conduct a joint walk-through of this Lease, Landlord shall deliver possession of the such Premises Component to Tenant (determine if Sublandlord is required to perform any repairs prior to delivering such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject Component to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)Subtenant.

Acceptance of Premises. Except (a) Sublessee, by taking possession of the Leased Premises, shall be deemed to have agreed that the Leased Premises are then in satisfactory order and condition and that Sublessee shall keep the Leased Premises in good condition and state of repair. (b) Sublessee shall not make any alterations, additions, or improvements on or to the Leased Premises without first obtaining the written consent of Questar, which consent will not be unreasonably withheld. All alterations, additions, and improvements that shall be made shall be at the sole expense of Sublessee and shall become the property of Questar and shall remain on and be surrendered with the Leased Premises at the termination of this Agreement without disturbance, molestation, or injury. (c) Sublessee shall use, occupy, and maintain, at its own expense, the Leased Premises in accordance with all applicable environmental, health and/or safety laws, regulations, orders, permits, or similar legal obligations, now or hereafter made or issued, imposed by any municipal, county, state, or federal authority (“Environmental Laws”), or made by any insurance underwriters as expressly provided a basis of insurance of Questar’s interest in this Leasethe Leased Premises. Environmental Laws includes, Tenant acknowledges that neither Landlord nor but is not limited to, all laws, ordinances, regulations, orders or similar legal obligations imposed by all applicable government entities or agencies having jurisdiction over the Leased Premises or Sublessee relating to the environment, hazardous materials, hazardous substances, hazardous wastes, pollutants, or any representative other regulated substance, compound, or waste. Sublessee shall observe and obey the Environmental Laws and other requirements governing the conduct of Landlord has made any representation or warranty Sublessee’s business with respect to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use mattersLeased Premises. Sublessee shall save Questar harmless from, and Tenant shall be solely responsible as indemnify Questar for, any damages, charges, liability for injury to such matters. Furtherperson or property, neither Landlord nor suits or costs for any representative delinquency, noncompliance or violation of Landlord has made any representations Environmental Laws caused by Sublessee’s use, occupancy, or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use maintenance of the Leased Premises. Sublessee immediately must provide to Questar, pursuant to Section 18, any notice of delinquency, noncompliance or violation of any Environmental Laws related to the Leased Premises as set forth in Item 3 or Sublessee’s use, occupancy, or maintenance of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)Leased Premises.

Acceptance of Premises. Except as expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord it has made any representation or warranty with respect to inspected the Premisespremises, knows the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matterscondition thereof, and accepts such premises, and specifically the buildings and improvements comprising the same, in their present condition, as suitable for the purposes for which the premises are leased. Taking of possession by Tenant shall be solely responsible deemed conclusively to establish that said buildings and other improvements are in good and satisfactory condition as of when possession was taken. Tenant further acknowledges that no representations as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use repair of the Premises as set forth in Item 3 of premises, nor premises to alter, remodel or improve the Basic Lease Provisionspremises have been made by Landlord, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations unless such are expressly set forth in Section 2.4 belowthis lease. If this lease is executed before the premises becomes vacant or otherwise available and ready for occupancy, of if any present tenant or occupant of the premises holds over, and Landlord cannot, using good faith efforts, acquire possession of the premises prior to the date above recited as the commencement date of this lease, Landlord shall not be deemed to be in default hereunder, nor in any way liable to Tenant because of such failure, and Tenant agrees to accept possession of the premises at such time as Landlord is able to tender the same, which date shall thenceforth be deemed the "commencement date"; and the term of this lease shall automatically be extended so as to include the full number of months hereinbefore provided for, except that if the commencement date is other than the first day of calendar month, such term shall also be extended for the remainder of the calendar month in which possession is tendered. Landlord shall correct hereby waives payment of rent covering any deficiencies with period prior to such tendering of possession. After the Landlord’s Work promptly following commencement date, Tenant shall, upon demand, execute and deliver to Landlord a letter of acceptance of delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)premises.

Acceptance of Premises. Except The Tenant shall examine the Leased Premises before taking possession thereof and such taking of possession shall be conclusive evidence as expressly provided against the Tenant that at the time thereof the Leased Premises were in this Leasegood order and satisfactory condition and that all promises, representations and undertakings by or binding upon the Landlord with respect to any alteration, remodeling or decorating of or installation of fixtures in the Leased Premises, have been fully satisfied and performed by the Landlord. The Tenant acknowledges that neither Landlord nor any representative the existing leasehold improvements, if any, are acceptable and that the Tenant is taking possession of Landlord has made any representation or warranty with respect the Leased Premises as is, subject to the Premisescompletion of the Landlord's Work set forth in Schedule "D" of this Lease. Notwithstanding anything contained herein to the contrary, the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, Landlord and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative inspect the Leased Premises at the time the Tenant is given occupancy thereof and the parties shall jointly prepare a so-called punchlist of Landlord has made any representations incomplete or warranties regarding (i) what other tenants or uses may be permitted or intended defective items in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completedLandlord's Work. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectivelyThereafter, the “Landlord’s Work”)Landlord shall promptly complete such incomplete items and remedy such defective items. The Landlord’s Work Landlord shall also be constructed responsible for correcting defects in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s 's Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for not caused by the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project notified in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to writing within one (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following year after delivery of the itemized punch list therefor as provided in Leased Premises to the foregoingTenant. The Landlord shall also provide two (2) allowances cooperate with the Tenant in pursuing all construction guarantees relating to the construction of the Leased Premises and the Landlord shall assign to the Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards benefit of those construction guarantees relating to the cost items which the Tenant is required to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory maintain pursuant to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”).

Acceptance of Premises. Except as expressly provided Promptly after the Additional Building Modifications and the Building A Expansion are substantially complete and again, promptly after Lessor's Improvements are substantially complete, Lessor and Lessee shall jointly walk through the Leased Premises in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect order to inspect the PremisesAdditional Building Modifications, the Building or the ProjectA Expansion and Lessor's Improvements, whichever is applicable, and to develop a punch list of items to be completed and/or repaired by Lessor. No representation or warranty is made concerning the suitability or fitness Lessee acknowledges that as of the date of the applicable walk-through, it will have inspected the Leased Premises and will be renting same "as is", with the exception of: (i) the punch list items which Lessor shall be obligated to complete and/or repair; and (ii) defects in material or workmanship that are discovered during the one (1) year warranty period described in Section 1 (J) hereof. Lessee shall have the right to add mechanical, but not cosmetic, problems to the punch list for ninety (90) days following the applicable walk-through. The Leased Premises shall be delivered in broom clean condition with all mechanical equipment in good working order and the roof free of leaks. Furthermore, Lessor shall assign to Lessee all assignable warranties and guarantees, if any, received by Lessor in connection with the Leased Premises (other than those which relate to the portions of the Leased Premises which Lessor is obligated to maintain), and Lessor shall notify Lessee as to any warranty or guaranties that, to Lessor's actual knowledge, are not assignable, and shall use its best efforts to enforce non-assignable warranties and guarantees, if any, in connection with the Leased Premises, the Building at Lessee's request and on Lessee's behalf. If Lessor is requested to enforce a warranty or the Project for any purposeguaranty on behalf of Lessee, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant Lessee shall be solely responsible as for any reasonable consultants' or attorneys' fees incurred by Lessor in connection therewith, provided that Lessor advises Lessee of Lessor's estimate of the maximum amount of such expenses prior to incurring same and obtains Lessee's written consent to such mattersexpenditure. FurtherAt the point when Lessor's expenses equal or exceed the maximum amount approved by Lessee, neither Landlord nor any representative of Landlord has made any representations Lessor shall have the right to discontinue its efforts to enforce such non-assignable warranties or warranties regarding (i) what other tenants or uses may be permitted or intended in guaranties. At the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use end of the Premises as set forth in Item 3 of the Basic Lease Provisions, term or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions other expiration of this Lease, subject only Lessee will surrender and deliver up the Leased Premises to (1) those defective or incomplete portions of Lessor in substantially the Landlord’s Work which Tenant shall have itemized on a written punch list and same condition delivered to Landlord within forty-five Lessee, reasonable and ordinary wear and tear, alterations installed by Lessee (45) days following Landlord’s written notice(s) that unless Lessee is required to remove the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated same as “complete” on the attached Schedule Ahereafter provided), condemnation and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)damage by fire or casualty excepted.

Acceptance of Premises. Except Subject to the provisions set forth in the next grammatical paragraph of this Paragraph 2.3, by taking possession of the Premises, Tenant shall be deemed to have accepted the Premises as being in good and sanitary order, condition and repair and to have accepted the Premises in their condition existing as of the date Tenant takes possession of the Premises, subject to all applicable laws, covenants, conditions, restrictions, easements and other matters of public record and the Rules and Regulations described in Paragraph 47 below; provided, however, the foregoing shall not relieve Landlord from its express obligations under the terms of this Lease. Tenant acknowledges that, except as may be expressly provided set forth in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has Landlord’s agents, employees, affiliates, or property manager have made any representation or warranty (express or implied) as to the suitability of the Premises for the conduct of Tenant’s business, the condition of the Building or Premises, the compliance of the Premises with any codes, laws, ordinances, rules or regulations, or the use or occupancy which may be made thereof and Tenant has independently investigated and is satisfied that the Premises are suitable for Tenant’s intended use. Tenant shall be responsible for confirming that its use of the Premises is permitted under local zoning ordinances applicable to the Premises (and Tenant acknowledges that Landlord makes no representation or warranty with respect to the Premises, same). Notwithstanding anything to the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided contrary contained in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached agrees to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant concurrently with the execution of this Lease with the (such date of delivery of possession i) Base Building mechanical, electrical, fire-life safety, plumbing, sprinkler and HVAC systems installed or furnished by Landlord serving the Premises (collectively, the “Delivery DateBuilding Systems”), and (ii) for Tenant’s construction of those tenant improvements the exterior walls, foundation, floor slabs, roof structure, columns, beams, shafts and stairwells, (collectively, the “Tenant ImprovementsBuilding Structure”) in good working order and repair. Landlord also agrees to deliver possession of the Premises to Tenant concurrently with the execution of this Lease with the exterior windows, ceilings, roof membrane, elevators, Base Building restrooms and all Common Areas of the Building in good working order and repair. In addition, Landlord hereby warrants the Building Systems serving the Premises and the roof of the Building against defects in workmanship and materials for a period of one (1) year following the Commencement Date. Tenant shall give written notice to Landlord if any defect in the Building Systems serving the Premises and/or the roof becomes reasonably apparent, provided, however, such notice of any defects in the Building Systems serving the Premises and/or the roof must be delivered to Landlord within one (1) year following the Commencement Date, and, provided such notice is timely given to Landlord by Tenant within such one (1) year period, Landlord shall, as provided inTenant’s sole and exclusive remedy for such defect(s), repair or replace, if necessary (as reasonably determined by Landlord), such defect(s) in the Building Systems and/or roof identified in Tenant’s notice as soon as practicable at Landlord’s sole cost and subject expense (and without pass through to Tenant as an Operating Expense or otherwise). For avoidance of doubt, the parties hereto agree that routine, preventative maintenance of any of the Building Systems serving the Premises shall not be covered by Landlord’s one (1)-year warranty above, but replacement of any compressors, coils and/or fan motors comprising part of the heating, ventilation and air conditioning system serving the Premises, if necessary, shall be covered by Landlord’s one (1)-year warranty above. Anything herein to the contrary notwithstanding, the parties hereto agree that Landlord’s obligation to repair any defects in the Building Systems serving the Premises or the roof of the Building pursuant to the terms of this paragraph above shall not be applicable to any defects caused by the acts, omissions, negligence or willful misconduct or misuse of the Premises or Building, or applicable portion thereof, by Tenant or any of Tenant’s agents, employees, officers, directors, partners, members, managers, affiliates, contractors, subcontractors, guests, invitees, licensees, sublessees or other representatives. On March 29, 2018, Landlord, at Landlord’s sole expense, caused samples of indoor air in the Building to be taken for the purpose of determining the presence and conditions ofconcentration of chlorinated volatile organic compounds (CVOCs) trichloroethylene (TCE), tetrachloroethene (PCE), and vinyl chloride (VC). Sampling and testing was conducted using methods and protocols accepted by the California Department of Toxic Substances Control (DTSC) or California Occupational Safety and Health Agency (CalOSHA) for commercial or industrial exposures. Landlord has submitted the samples under chain of custody protocols to a State of California-certified laboratory for analysis. Promptly upon receipt from the laboratory, Landlord shall provide to Tenant copies of the certificates of analysis for all samples taken in accordance with this paragraph. With respect to such samples referred to above, if the detected level of any CVOC referred to above is detected above the DTSC’s health-based screening levels for commercial land use, Landlord shall take appropriate monitoring and mitigation measures. Notwithstanding the foregoing, if the sampling for CVOC’s caused to be performed by Landlord as provided above show that no level of any CVOC is above the DTSC’s applicable health-based screening levels, Landlord shall not be required to perform any additional testing for CVOCs during the Term. Landlord represents for the benefit of Tenant that the Base Building Condition set forth in Schedule C-1 to the Improvement Agreement is in compliance with all applicable Laws (as defined in Paragraph 6.1 below) as of the Delivery Date. Tenant shall give written notice to Landlord within one (1) year following the Commencement Date if Tenant determines that any part of the Base Building Condition set forth in Schedule C-1 to the Improvement Agreement was not in compliance with applicable Laws as of the Delivery Date. If such non-compliance notice is timely given to Landlord by Tenant within such one (1) year period, Landlord shall, as Tenant’s sole and exclusive remedy for such non-compliance, repair or replace, if necessary (as reasonably determined by Landlord), such non-compliance items in the Base Building Condition identified in Tenant’s notice as soon as practicable at Landlord’s sole cost and expense (and without pass through to Tenant as an Operating Expense or otherwise). Anything herein to the contrary notwithstanding, the Work Letter attached as Exhibit X parties hereto (agree that Landlord’s obligation to remedy or correct any non-compliance items with respect to the “Work Letter”)Base Building Condition pursuant to the terms of this paragraph above shall not be applicable to any defects or non-compliance with applicable Laws caused by the acts, omissions, negligence or willful misconduct or misuse of the Premises or Building, or applicable portion thereof, by Tenant or any of Tenant’s agents, employees, officers, directors, partners, members, managers, affiliates, contractors, subcontractors, guests, invitees, licensees, sublessees or other representatives. Nothing set forth in the two immediately preceding paragraphs shall excuse Landlord of any of its maintenance, repair or replacements obligations under this Lease.

Acceptance of Premises. Except as expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord it has made any representation or warranty with respect to inspected the Premises, knows the Building or condition thereof, and accepts such Premises, and specifically the Projectbuildings and improvements comprising the same, in their present condition, as suitable for the purposes for which the Premises are leased. No representation or warranty is made concerning Taking of possession by Tenant shall be deemed conclusively to establish that said buildings and other improvements are in good and satisfactory condition as of when possession was taken. Tenant further acknowledges that no representations as to the suitability or fitness repair of the Premises, the Building nor promises to alter, remodel or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of improve the Premises with the applicable zoning or regarding any other land use mattershave been made by Landlord, and Tenant shall be solely responsible as to unless such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations are expressly set forth in Section 2.4 belowthis lease. Landlord shall correct If this lease is executed before the Premises become vacant or otherwise available and ready for occupancy, or if any deficiencies with the Landlord’s Work promptly following delivery present tenant or occupant of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretionholds over, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Leasecannot, Landlord shall deliver using good faith efforts, acquire possession of the Premises prior to the date above recited as the commencement date of this lease, Landlord shall not be deemed to be in default hereunder, nor in any way liable to Tenant (because of such failure, and Tenant agrees to accept possession of the Premises at such time as Landlord is able to tender the same, which date shall thenceforth be deemed the "commencement date"; and the term of this lease shall automatically be extended so as to include the full number of months hereinbefore provided for, except that if the commencement date is other than the first day of calendar month, such term shall also be extended for the remainder of the calendar month in which possession is tendered. Landlord hereby waives payment of rent covering any period prior to such tendering of possession. After the commencement date, Tenant shall, upon demand, execute and deliver to Landlord a letter of acceptance of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)Premises.

Acceptance of Premises. Except Upon occupancy date or commencement date, whichever occurs first, the Leased Premises shall be deemed acceptable by Tenant unless Tenant provides written notice of unacceptable premises to Landlord prior to or whichever comes first. Tenant and/or tenant’s agents, contractors, consultants, and/or brokers have completely inspected the premises and accept the Leased Premises “AS IS, WHERE IS, at the time of entering into the Lease, without any obligation of Landlord to repair or improve the Leased Premises, except as expressly otherwise specifically provided in the Lease. A) Upon delivery of the premises unless otherwise specified in this Lease, Tenant acknowledges Xxxxxx accepts premises in an “AS IS CONDITION”. It is agreed that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of occupying the Premises as set forth in Item 3 of a Tenant, Xxxxxx formally accepts the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost same and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established acknowledges that the Premises and those portions of the Building Property have been inspected by tenant or its agents and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided are in the foregoingcondition called for hereunder. Failure of Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (within the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) time and in the Premises condition provided for in this Lease will not give rise to any claim for damages by the Tenant against the Landlord or against the Landlord’s contractor. B) Square footages listed in this Lease are estimated gross square footage figures. Actual measurements may vary however, if so, Tenant by accepting premises in “AS IS CONDITION” does accept Lease and rates amounts as provided inlisted, and subject regardless of actual square footages of occupied premises. C) Within 30 days of lease commencement, Tenant is to the terms and conditions ofprovide Landlord with written “PUNCH LIST” of any deficiencies in Landlord’s “BUILD OUT” work. If no “PUNCH LIST” is provided, the Work Letter attached as Exhibit X hereto (the it is assumed that Xxxxxx has accepted premises in “Work LetterAS IS CONDITION”).

Acceptance of Premises. Except as expressly provided specifically set forth in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, Premises or the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project either for any purpose, including including, without limitation limitation, any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, that neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or and the Project, or (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, . Tenant further acknowledges that neither Landlord nor any representative of Landlord has agreed to undertake any alterations or (iii) additions or construct any construction of portions of improvements to the Project not yet completed. Except Premises except as expressly provided in this Lease, Tenant’s lease . The taking of possession or use of the Premises by Tenant for any purpose other than construction shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established establish that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this LeaseLease in all respects, subject only to except for: (1i) those defective or incomplete portions of the Landlord’s Work matters which Tenant shall have itemized brought to Landlord's attention on a written punch list and (ii) Landlord's obligations under Section 2.5 hereof. The list shall be limited to any items required to be accomplished by Landlord under the Work Letter attached as Exhibit X, and shall be delivered to Landlord within forty-five sixty (4560) days following Landlord’s written notice(safter the term ("Term") that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items commences as provided in Article III below. Nothing contained in this Section shall affect the commencement of the Term or the obligation of Tenant to pay rent, or Landlord’s Work designated as “complete” on the attached Schedule A), 's covenants and (2) Landlord’s obligations expressly agreements set forth elsewhere in Section 2.4 belowthis Lease or the repairs and services required of Landlord under this Lease. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized complete all punch list therefor items of which it is notified as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid above within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to following the covered work. Promptly from and after the full execution and delivery of this Lease, the punch list to Landlord; provided that Landlord shall deliver possession of the Premises to Tenant diligently complete any punch list items which, despite Landlord's diligence, cannot be completed within said thirty (such date of delivery of possession (the “Delivery Date”30) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)days.

Acceptance of Premises. Except Tenant has examined the Premises and accepts them in “as expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Projectis” condition. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding as to the compliance of Tenant’s use condition of the Premises with the have been made by Landlord or its officers, agents or employees. Tenant is responsible for determining whether Tenant’s proposed use of Premises conforms to applicable zoning or regarding building codes. Landlord shall have no liability to Tenant for any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations damage or warranties regarding (i) what other tenants or uses may be permitted or intended in injury caused by the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use condition of the Premises as set forth or for any latent defect in Item 3 of the Basic Lease ProvisionsPremises. All furnishings, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Leaseappliances, Tenant’s lease fixtures, improvements, surface coverings, decoration and other contents of the Premises shall be on an “as is” basis. Landlord shall, provided by Tenant at its sole cost own expense. Tenant accepts the Premises subject to any and expenseall existing permits, constructlicenses, repair and/or replace the items set forth on Schedule A attached leases, easements, railroad facilities, pipelines, telephone, telegraph, communication, power and signal lines or any other similar facilities, together with any future installations thereof. Tenant’s signature to this Lease (collectively, verifies the “Landlord’s Work”)approximate square footage of the Premises. The Base Rent and any other charges assessable under this Lease shall not be adjusted by reason of any claimed variation in square footage by either party. Tenant shall not make or allow to be made any alterations, additions or improvements to or of the Premises or any part thereof or its contents without first obtaining the written consent of Landlord’s Work . All alterations, additions or improvements to or of the Premises, including, but not limited to, wall covering, paneling, built-in cabinet work, but excepting movable furniture and trade fixtures shall at once become a part of the realty and belong to Landlord and shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance surrendered with the scheduled completion dates for each component Premises. Any authorized alterations, additions or improvements to the Premises by Tenant shall be made by Tenant at Tenant’s own expense. Upon expiration or termination of the Landlordthis Lease and at Tenant’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Leaseown expense, Tenant shall remove all alterations, additions or improvements made by Tenant and designated by Landlord to be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A)removed, and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct repair any deficiencies with damages caused by the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)removal.

Acceptance of Premises. Except By taking possession hereunder, Tenant acknowledges that it has examined the Premises and accepts the condition thereof. Tenant acknowledges and agrees that Landlord has no obligation to improve the Premises other than as expressly provided set forth specifically in this Lease, if at all. In particular, Tenant acknowledges that neither Landlord nor any representative additional improvements or alterations needed to accommodate Tenant's intended use shall be made solely at Tenant's sole cost and expense, and strictly in accordance with the requirements of Landlord has made any representation or warranty this Lease (including the requirement to obtain Landlord's consent thereto), unless such improvements and alterations are specifically required of Landlord. Except for installing fire sprinklers in the Premises in accordance with respect the Construction Addendum, and except for the construction of improvements to the Premisesexterior access, the Building or the Project. No representation or warranty is made concerning the suitability or fitness parking lots and other exterior portions of the PremisesPremises that are required for the accommodation of disabled persons (and not related to changes in the path of travel necessitated by Tenant's Alterations), Landlord shall have no responsibility to do any work required under any building codes or other governmental requirements not in effect or applicable at the Building or time the Project for any purposePremises were constructed, including without limitation any representations requirements related to future sprinkler retrofitting, seismic structural requirements, accommodation of disabled persons, or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant hazardous materials. Landlord shall be solely responsible as under no obligation to such matters. Furtherprovide utility, neither Landlord nor any representative of Landlord has made any representations telephone or warranties regarding (i) what other tenants service or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of access beyond that which exists at the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions date of this Lease, subject only unless Landlord specifically agrees in writing to (1) those defective provide the same. If it is anticipated that Tenant will be doing any Alterations or incomplete portions of installations prior to taking occupancy, any delays encountered by Tenant in accomplishing such work or obtaining any required permits therefor shall not delay the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (Commencement Date or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on that Tenant becomes liable to pay rent, or the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. date that Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall may effectively deliver possession of the Premises to Tenant. By taking possession hereunder, Tenant (such date acknowledges that it accepts the square footage of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided indelivered and as stated in this Lease. No discovery or alleged discovery after such acceptance of any variance in such square footage as set forth in this Lease (or in any proposal, advertisement or other description thereof) shall be grounds for any adjustment in any component of the rent payable hereunder, unless such adjustment is initiated by and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)implemented by Landlord.

Acceptance of Premises. Except By taking possession hereunder, Xxxxxx acknowledges that it has examined the Premises and accepts the condition thereof. Xxxxxx acknowledges and agrees that Xxxxxxxx has no obligation to improve the Premises other than as expressly provided set forth specifically in this Lease, if at all. In particular, Tenant acknowledges that neither any additional improvements or alterations needed to accommodate Xxxxxx's intended use shall be made solely at Tenant's sole cost and expense, and strictly in accordance with the requirements of this Lease (including the requirement to obtain Landlord's consent thereto), unless such improvements and alterations are specifically required of Landlord. Landlord nor shall have no responsibility to do any representative of Landlord has made work required under any representation building codes or warranty with respect to other governmental requirements not in effect or applicable at the Premises, time the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purposePremises were constructed, including without limitation any representations requirements related to sprinkler retrofitting, seismic structural requirements, accommodation of disabled persons, or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant hazardous materials. Landlord shall be solely responsible as under no obligation to such matters. Furtherprovide utility, neither Landlord nor any representative of Landlord has made any representations telephone or warranties regarding (i) what other tenants service or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of access beyond that which exists at the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions date of this Lease, subject only unless Xxxxxxxx specifically agrees in writing to (1) those defective provide the same. If it is anticipated that Tenant will be doing any Alterations or incomplete portions of installations prior to taking occupancy, any delays encountered by Tenant in accomplishing such work or obtaining any required permits therefor shall not delay the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (Commencement Date or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on that Tenant becomes liable to pay rent, or the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. date that Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall may effectively deliver possession of the Premises to Tenant (such date Tenant. By taking possession hereunder, Xxxxxx acknowledges that it accepts the square footage of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided indelivered and as stated in this Lease. No discovery or alleged discovery after such acceptance of any variance in such square footage as set forth in this Lease (or in any proposal, advertisement or other description thereof) shall be grounds for any adjustment in any element of the rent payable hereunder, unless such adjustment is initiated by and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)implemented by Landlord in writing.

Acceptance of Premises. Except Landlord shall deliver the Premises to Tenant on or before May 24, 2000 (the "Delivery Date") clean and free of all debris and all prior occupants and their personal property, in order for Tenant to begin its work of construction of the Tenant Improvements in accordance with the terms of EXHIBIT X. Tenant acknowledges that, except as expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, Premises or the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project either for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, that neither Landlord nor any representative representations of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or and the Project, or (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, . Tenant further acknowledges that neither Landlord nor any representative of Landlord has agreed to undertake any alterations or (iii) additions or construct any construction of portions of improvements to the Project not yet completed. Except Premises except as expressly provided in this Lease, Tenant’s lease . The taking of possession or use of the Premises by Tenant for any purpose other than construction shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established establish that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease in all respects, except for Landlord's obligations specifically provided in this Lease, subject only to (1) those defective or incomplete portions of including without limitation, the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth responsibilities contained in Section 2.4 belowhereof. Landlord After the Tenant Improvements to the Premises are substantially completed Tenant shall correct any deficiencies cause the General Contractor to inspect the Premises with the Landlord’s Work promptly following delivery 's representative and complete a punch list of unfinished or incorrect items of the itemized Tenant Improvements. Authorized representatives for the Landlord and Tenant shall execute said punch list therefor as provided in to indicate their approval thereof not later than thirty (30) days from and after the foregoingCommencement Date. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances The items listed on such punch list shall be paid completed by the Tenant within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery approval of such punch list or as soon thereafter as reasonably practicable. Nothing contained in this Lease, Landlord Section shall deliver possession affect the commencement of the Premises Term or the obligation of Tenant to pay rent. Tenant (such date shall diligently complete all punch list items of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises which it is notified as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)above.

Acceptance of Premises. Except as expressly provided otherwise set forth in this the Lease, Tenant acknowledges that neither Landlord nor any representative shall accept the Premises in its condition as of the Commencement Date, subject to all applicable laws, ordinances, regulations, covenants and restrictions. Landlord has made any no representation or warranty with respect as to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with for the applicable zoning or regarding any other land use mattersconduct of Tenant's business, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor waives any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of implied warranty that the Premises are suitable for Tenant's intended purposes. Except as otherwise set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease in no event shall Landlord have any obligation for any defects in the Premises or any limitation on its use. The taking of possession of the Premises shall be on an “conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken except for items that are Landlord's responsibility under the Lease and any punchlist items agreed to in writing by Landlord and Tenant. Landlord, to its knowledge, represents and warrants that as is” basis. of the Commencement Date (i) Landlord shallis unaware of any material defect or infirmity adversely affecting the Premises, at its sole cost and expense(ii) Landlord is currently not the subject of any bankruptcy or insolvency proceeding, construct, repair and/or replace the items set forth on Schedule A attached (iii) to this Lease (collectivelyLandlord's knowledge without further inquiry, the “Landlord’s Work”). The Landlord’s Work Premises shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and Legal Requirements (hereinafter defined) in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease effect as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions Commencement Date of this Lease, subject only (iv) Landlord has fee simple title to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list Premises and delivered Landlord has full power, right and authority to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work execute and perform this Lease and all corporate action necessary to do so has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A)duly taken, and (2v) Landlord’s obligations expressly set forth in Section 2.4 belowthe zoning for the Premises is designated "planned industrial" by the Ontario General Plan under the Bridgestone/Firestone Industrial Park Specific Plan dated March, 1997, as revised May 14, 1997. Landlord warrants that the existing electrical, plumbing, fire sprinkler, lighting, heating, ventilating and air conditioning systems ("HVAC"), loading doors, if any, and all other such building and mechanical systems servicing the Premises, other than those constructed by Tenant, shall correct any deficiencies with be in good operating condition on the Landlord’s Work promptly following delivery Commencement Date, and that, subject to adverse weather conditions in which case the provisions of the itemized punch list therefor as provided in the foregoing. Landlord Paragraph 15 shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blastingapply, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1roof and structural elements of the roof, 2005, a copy bearing walls and foundation of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”)Building shall be free of material defects on the Commencement Date. Tenant Landlord shall obtain those warranties from warrant the manufacturers/installers HVAC system for the Access Control Work first 90 days following the Commencement Date, and shall further warrant all other building and mechanical systems servicing the Premises for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and first 30 days following the Commencement Date. Landlord shall have be obligated for any and all repairs to such systems during such warranty periods at no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect cost to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”).

Acceptance of Premises. Except as provided below, by taking possession of the Premises, Tenant accepts and acknowledges the Premises as being in good and sanitary order, condition and repair and accepts them in their then-existing condition providing the building and improvements shall comply with all applicable laws, codes, and ordinances. Notwithstanding the foregoing, however, Landlord hereby acknowledges that Landlord shall be responsible for repairing the air conditioning support structure on the roof of the Premises. Landlord hereby agrees to cooperate with Tenant in order to cause the air conditioning support system on the roof to be properly repaired at the same time as Tenant undertakes to replace the roof membrane. Should it be established by a structural engineer prior to the replacement of the roof membrane that the roof structure requires repair, Landlord hereby agrees to cooperate with Tenant in order to cause repairs to the roof structure as may be required to be made at the same time as Tenant undertakes to replace the roof membrane pursuant to Section 17 of this Lease. Landlord shall be solely responsible for the costs of upgrading the air conditioning support system and for the repairs necessary to the roof structure and Tenant shall be solely responsible for the costs of replacing the roof membrane. Notwithstanding the foregoing or anything to the contrary contained in this Lease, Landlord shall also be obligated to deliver the Premises in broom clean condition, free of debris, with all building and other improvements in existence as of the date of the execution of this Lease by Tenant except as related to the laboratory construction commenced by Tenant as subtenant to Norian Corporation. Tenant acknowledges that neither Landlord nor its agent(s) has made any representation or warranty as to the suitability or fitness of the Premises for the conduct of Tenant's business or for any other purpose, nor has Landlord agreed to undertake any modification, alteration or improvement to the Premises except as expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises. Except as provided above, the Building or the Project. No representation or warranty is made concerning the suitability or fitness taking of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use possession of the Premises with the applicable zoning or regarding any other land use matters, and by Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established establish that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were at such time in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid unless within thirty (30) days of Landlord’s receipt of an invoice(s) after such date Tenant shall give Landlord written notice specifying in reasonable detail the respects in which the Premises were not in satisfactory condition. Landlord also hereby assigns to Tenant all warranties with respect to the covered work. Promptly from Premises which would reduce Tenant's maintenance obligations hereunder and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises cooperate with Tenant to Tenant (enforce all such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)warranties.

Acceptance of Premises. Except By taking possession of the Premises, Tenant shall be deemed to have accepted the Premises as expressly provided being in this Leasegood and sanitary order, condition and repair and to have accepted the Premises in their condition existing as of the date Tenant takes possession of the Premises, subject to all applicable laws, covenants, conditions, restrictions, easements and other matters of public record and the reasonable rules and regulations from time to time promulgated by Landlord (and non-discriminatorily applied) governing the use of the Premises and Common Area, and further, to have accepted tenant improvements to be constructed by Landlord (if any) as being completed in accordance with the plans and specifications for such improvements, subject only to completion of items on Landlord's punch list. Tenant acknowledges that neither Landlord nor any representative of Landlord has Landlord's agents have made any representation or warranty as to the suitability of the Premises for the conduct of Tenant's business, the condition of the Premises, or the use or occupancy which may be made thereof and Tenant has independently investigated and is satisfied that the Premises are suitable for Tenant's intended use and that the Premises meets all governmental requirements for such intended use. In addition, except for such improvements as may be included in Exhibit C, Landlord makes no representation or warranty as to the compliance of the Premises or the Common Area with the requirements of the ADA. Notwithstanding anything to the contrary contained in this Lease, Tenant's acceptance of the Premises or submission of a "punchlist" shall not be deemed a waiver of Tenant's right to have defects in the improvements constructed by Landlord pursuant to Paragraph 2.2 or in the Premises repaired at no cost to Tenant. Tenant shall give notice to Landlord whenever any such defect becomes reasonably apparent, and Landlord shall repair the defect as soon as practicable. Landlord also hereby assigns to Tenant all warranties with respect to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of that would reduce Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters's maintenance obligations under this Lease, and shall cooperate with Tenant shall be solely responsible as to enforce such matterswarranties. FurtherFinally, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in notwithstanding anything to the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided contrary contained in this Lease, Tenant’s lease as of the Commencement Date, the roof (including roof screens and membrane), plumbing, electrical (including all outlets), heating and air conditioning systems in the Premises shall be on an “as is” basis. Landlord shall, at its sole cost in good working order and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”)repair. Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver acknowledge that Tenant is in possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for space under a prior written lease agreement which has been terminated between Landlord and Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”).

Acceptance of Premises. Except as expressly provided in this Lease, Tenant acknowledges that neither If Landlord nor is required to make any representative of Landlord has made any representation or warranty with respect improvements to the Premises, such items shall be listed on Exhibit B as Landlord’s Work, and Tenant agrees to accept possession of the Building or the ProjectPremises upon substantial completion of Landlord’s Work. No representation or warranty If Landlord is made concerning the suitability or fitness of not required to make any Bay Tech Gross Office Lease Dance Biopharm, Inc. improvements to the Premises, Tenant shall accept possession of the Building Premises on the Commencement Date specified in Article 1 in its “as is” condition, subject to delay as specified in Article 4.5 above. Landlord is not required to make any changes or improvements to the Project for any purposePremises except as specifically set forth in Exhibit B to this Lease. Tenant acknowledges that (i) Landlord makes no warranties or representations regarding the physical condition of the Premises or its compliance with building codes, rules, laws or ordinances; (ii) it has had the opportunity to inspect the Premises, including without limitation the roof and structural components of the building in which the Premises are located, and the electrical plumbing and HVAC systems serving the Premises, and to hire experts to conduct such inspections on its behalf; and (iii) Tenant is leasing the Premises based on its own inspection of the Premises and those of its agents, and is not relying on any representations or warranties of the Landlord regarding the compliance physical condition of the Premises. Tenant’s use taking of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease possession of the Premises shall be on deemed to be an “acceptance by Tenant of the condition of the Premises and an acceptance of any work of improvement done by Landlord as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, substantially complete and in accordance with the scheduled completion dates terms of this Lease and shall constitute conclusive evidence that the Premises were, as of that date, in good, clean and tenantable condition, except as to any “punch list” items for each component of the Landlord’s Work set forth on attached Schedule A. work required to be performed by Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in under this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project which “punch list” items are specifically set forth in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and notice by Tenant delivered to Landlord within forty-five (45) ten days following Landlord’s written notice(s) that after the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 belowCommencement Date. Landlord shall correct said items to Tenant’s reasonable satisfaction within 30 days after receipt of said notice (unless an item cannot reasonably be corrected within such period, in which event Landlord shall commence correction within the 30-day period and diligently pursue it to completion), and there shall be no reduction in or set-off against any deficiencies with Rent due hereunder by reason of said items. Tenant acknowledges that the Landlord’s Work promptly following delivery Leasable Area of the itemized punch list therefor Premises as provided specified in Article 1 is an estimate and that Landlord does not warrant the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface exact Leasable Area of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”)Premises. Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver By taking possession of the Premises to Premises, Tenant (such date accepts the Leasable Area of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)that specified in Article 1.

Acceptance of Premises. Except (a) Landlord shall deliver the Premises to Tenant in its "As-Is" condition on the Commencement Date. Landlord warrants to Tenant that the existing plumbing, including, without limitation, sewer and drain lines, electrical systems, fire sprinkler system, lighting, air conditioning and heating systems and loading doors, if any, in the Premises, other than those constructed by Tenant, shall be in good operating condition on the Commencement Date. If a non-compliance with said warranty exists as expressly of the Commencement Date, Landlord shall, except as otherwise provided in this Lease, promptly after receipt of written notice from Tenant setting forth with specificity the nature and extent of such non-compliance, rectify same but the cost associated with any such correction shall be a Building Cost. If Tenant does not give Landlord written notice of a non-compliance with this warranty within thirty (30) days after Tenant commences business operations in the Premises, correction of that non-compliance shall be the obligation of Tenant at Tenant's sole cost and expense. Tenant shall be responsible at its sole cost and expense for any improvements to the Building or the Premises which may be required to cause the Building or the Premises to be in compliance with law after the Commencement Date as a result of alterations or improvements which Tenant undertakes within the Premises. (b) Except as specifically set forth above, Tenant acknowledges that the Premises shall be leased to Tenant in an "as-is" condition, that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, Premises or the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project either for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, that neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or and the Project, or (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, . Tenant further acknowledges that neither Landlord nor any representative of Landlord has agreed to undertake any alterations or (iii) any construction of portions of additions to the Project not yet completed. Except Premises except as expressly provided in this Lease, Tenant’s lease . The taking of possession or use of the Premises by Tenant for any purpose shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established establish that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)all respects.

Acceptance of Premises. Except as expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the ProjectSite (except as expressly provided in this Lease). No Not by way of limitation of the foregoing, no representation or warranty is has been made concerning with respect to the suitability or fitness for any purposes of the Premises, the Building or the Project for any purposeSite, including without limitation any representations or warranties nor regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, that neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the ProjectSite, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project Site not yet completed. Except Tenant further acknowledges that neither Landlord nor any representative of Landlord has agreed to undertake any alterations or additions or to construct any improvements to the Premises except as expressly provided in this Lease, Tenant’s lease including for the “Tenant Improvements” to be constructed by Landlord pursuant to the Work Letter attached hereto as Exhibit X (the “Work Letter”). Tenant further acknowledges that, although Landlord has no actual knowledge of issues respecting the existing flooring materials installed in the Premises, the flooring materials which may be installed within the portions of the Premises shall be located on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component ground floor of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for Building may be limited by the Landlord’s Workmoisture content of the Building slab and underlying soils. Except as expressly provided in this LeaseAs of the Commencement Date, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project Site in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2)Lease, which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project Site in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1A) those defective or incomplete portions of the Landlord’s Work Tenant Improvements which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five thirty (4530) days following Landlord’s written notice(safter the Commencement Date (as defined in Section 3.1) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2B) Landlord’s obligations expressly set forth contained in Section 2.4 belowof this Lease. Nothing contained in this Section shall affect the commencement of the Term or the obligation of Tenant to pay rent. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized diligently complete all punch list therefor items of which it is notified as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)above.

Acceptance of Premises. Except as expressly provided otherwise set forth in this the Lease, Tenant acknowledges that neither Landlord nor any representative shall accept the Premises in its condition as of the Commencement Date, subject to all applicable laws, ordinances, regulations, covenants and restrictions. Landlord has made any no representation or warranty with respect as to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, Premises for the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance conduct of Tenant’s use of the Premises with the applicable zoning or regarding any other land use mattersbusiness, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor waives any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of implied warranty that the Premises are suitable for Tenant’s intended purposes. Except as otherwise set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease in no event shall Landlord have any obligation for any defects in the Premises or any limitation on its use. The taking of possession of the Premises shall be on an “as is” basisconclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken except for items that are Landlord’s responsibility under the Lease and any punchlist items agreed to in writing by Landlord and Tenant. Landlord shall, at its sole cost and expense, construct, repair and/or replace Notwithstanding anything to the items contrary set forth on Schedule A attached to this Lease herein, Landlord represents and warrants that as of the Commencement Date (collectivelyi) the structural integrity of the Premises, including without limitation, the “Landlord’s Work”). The Landlord’s Work foundation, roof, and any load bearing or retaining walls, is free from any material latent or patent defects, (ii) Landlord is currently not the subject of any bankruptcy or insolvency proceeding, (iii) the Premises shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and Legal Requirements (hereinafter defined) in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease effect as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions Commencement Date of this Lease, subject only (iv) Landlord has full power, right and authority to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list execute and delivered perform this Lease and all limited liability company action necessary to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work do so has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A)duly taken, and (2v) there are no covenants, conditions, restrictions or agreements in existence which are not part of the public records which will adversely affect the permitted use of the Premises. If any of the foregoing representations or warranties are inaccurate, Landlord shall, promptly after receipt of written notice from Tenant setting forth with specificity the nature and extent of such inaccuracy, rectify the same at Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)expense.

Acceptance of Premises. Except as to the extent that Landlord has expressly provided agreed in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect Lease to perform certain tenant improvement work in the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions on the Lease Commencement Date in their "as is" condition. If tenant improvements are to be constructed by Landlord in the Premises, the acceptance of the Building and Project Premises by Tenant shall be deferred until receipt by the Tenant of an architect's certificate of readiness certifying that the Premises are ready for occupancy. Within five (5) days after the architect gives such notice, Tenant shall make such inspection of the Premises as Tenant deems appropriate, and, except as otherwise notified by Tenant in which writing to Landlord within such period, Tenant has any rights under this Lease shall be deemed to have accepted the Premises in their condition as of the “Early Occupancy Date” date of the architect's certificate. If, as a result of such inspection, Tenant discovers minor deviations or variations from the plans and specifications for Tenant's improvements of a nature commonly found on a "punch list" (as defined that term is used in Section 3.2the construction industry), which acceptance Tenant shall mean that it is conclusively established that promptly notify Landlord of such deviations and Landlord shall commence the Premises and those portions correction of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered diligently pursue such to completion; provided, however, that Landlord within forty-five (45) days following Landlord’s written notice(s) that shall have the Landlord’s Work has been substantially completed (or within forty five (45) days following final and conclusive determination as to which items constitute punch list items. The existence of such punch list items shall not postpone the date Lease Commencement Date of this Lease for items nor the obligation of Landlord’s Work designated as “complete” on the attached Schedule A)Tenant to pay Rent, and (2) Landlord’s obligations expressly set forth in Section 2.4 belowadditional rent or any other charges due under this Lease. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided and Tenant hereby agree to execute a Declaration, substantially in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is form attached hereto as Exhibit J (B, to confirm the “Floor Surfacing Work”)Lease Commencement Date. Tenant Failure to execute said Declaration shall obtain those warranties from not affect the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment commencement or expiration of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)Lease Term.

Acceptance of Premises. Except as expressly provided specifically set forth in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, Premises or the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project either for any purpose, including including, without limitation limitation, any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, that neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or and the Project, or (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, . Tenant further acknowledges that neither Landlord nor any representative of Landlord has agreed to undertake any alterations or (iii) additions or construct any construction of portions of improvements to the Project not yet completed. Except Premises except as expressly provided in this Lease, Tenant’s lease . The taking of possession or use of the Premises by Tenant for any purpose other than construction shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established establish that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this LeaseLease in all respects, subject only to except for: (1i) those defective or incomplete portions of the Landlord’s Work matters which Tenant shall have itemized brought to Landlord's attention on a written punch list and (ii) Landlord's obligations under Section 2.5 hereof. The list shall be limited to any items required to be accomplished by Landlord under the Work Letter attached as Exhibit X, and shall be delivered --------- to Landlord within forty-five sixty (4560) days following Landlord’s written notice(safter the term ("Term") that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items commences as provided in Article III below. Nothing contained in this Section shall affect the commencement of the Term or the obligation of Tenant to pay rent, or Landlord’s Work designated as “complete” on the attached Schedule A), 's covenants and (2) Landlord’s obligations expressly agreements set forth elsewhere in Section 2.4 belowthis Lease or the repairs and services required of Landlord under this Lease. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized complete all punch list therefor items of which it is notified as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid above within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to following the covered work. Promptly from and after the full execution and delivery of this Lease, the punch list to Landlord; provided that Landlord shall deliver possession of the Premises to Tenant diligently complete any punch list items which, despite Landlord's diligence, cannot be completed within said thirty (such date of delivery of possession (the “Delivery Date”30) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)days.

Acceptance of Premises. Except By taking possession hereunder, Tenant acknowledges that it has examined the Premises and accepts the condition thereof. Tenant acknowledges and agrees that Landlord has no obligation to improve the Premises other than as expressly provided set forth specifically in this Lease, if at all. In particular, Tenant acknowledges that neither any additional improvements or alterations needed to accommodate Tenant’s intended use shall be made solely at Tenant’s sole cost and expense, and strictly in accordance with the requirements of this Lease (including the requirement to obtain Landlord’s consent thereto), unless such improvements and alterations are specifically required of Landlord. Landlord nor shall have no responsibility to do any representative of Landlord has made work required under any representation building codes or warranty with respect to other governmental requirements not in effect or applicable at the Premises, time the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purposePremises were constructed, including without limitation any representations requirements related to sprinkler retrofitting, seismic structural requirements, accommodation of disabled persons, or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant hazardous materials. Landlord shall be solely responsible as under no obligation to such matters. Furtherprovide utility, neither Landlord nor any representative of Landlord has made any representations telephone or warranties regarding (i) what other tenants service or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of access beyond that which exists at the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions date of this Lease, subject only unless Landlord specifically agrees in writing to (1) those defective provide the same. If it is anticipated that Tenant will be doing any Alterations or incomplete portions of installations prior to taking occupancy, any delays encountered by Tenant in accomplishing such work or obtaining any required permits therefor shall not delay the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (Commencement Date or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on that Tenant becomes liable to pay rent, or the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. date that Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall may effectively deliver possession of the Premises to Tenant. By taking possession hereunder, Tenant (such date acknowledges that it accepts the square footage of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as delivered and as stated in this Lease. No discovery or alleged discovery after such acceptance of any variance in such square footage as set forth in this Lease (or in any proposal, advertisement or other description thereof) shall be grounds for any adjustment in any element of the rent payable hereunder, unless such adjustment is initiated by and implemented by Landlord in writing. Landlord has provided in, or will provide Tenant with Landlord’s measurement and subject calculation of the leased square footage prior to execution of the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)Lease.

Acceptance of Premises. Except By taking possession hereunder, Tenant acknowledges that it has examined the Premises and accepts the condition thereof. Tenant acknowledges and agrees that Landlord has no obligation to improve the Premises other than as expressly provided set forth specifically in this Lease, if at all. In particular, Tenant acknowledges that neither any additional improvements or Alterations needed to accommodate Tenant's intended use shall be made solely at Tenant's sole cost and expense, and strictly in accordance with the requirements of this Lease (including the requirement to obtain Landlord's consent thereto), unless such improvements and alterations are specifically required of Landlord. Landlord nor shall have no responsibility to do any representative of Landlord has made work required under any representation building codes or warranty with respect to other governmental requirements not in effect or applicable at the Premises, time the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purposePremises were constructed, including without limitation any representations requirements related to sprinkler retrofitting, seismic structural requirements, accommodation of disabled persons, or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant hazardous materials. Landlord shall be solely responsible as under no obligation to such matters. Furtherprovide utility, neither Landlord nor any representative of Landlord has made any representations telephone or warranties regarding (i) what other tenants service or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of access beyond that which exists at the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions date of this Lease, subject only unless Landlord specifically agrees in writing to (1) those defective provide the same. If it is anticipated that Tenant will be doing any Alterations or incomplete portions of installations prior to taking occupancy, any delays encountered by Tenant in accomplishing such work or obtaining any required permits therefor shall not delay the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (Commencement Date or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on that Tenant becomes liable to pay rent, or the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. date that Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall may effectively deliver possession of the Premises to Tenant. By taking possession hereunder, Tenant (such date acknowledges that it accepts the square footage of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided indelivered and as stated in this Lease. No discovery or alleged discovery after such acceptance of any variance in such square footage as set forth in this Lease (or in any proposal, advertisement or other description thereof) shall be grounds for any adjustment in any element of the rent payable hereunder, unless such adjustment is initiated by and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)implemented by Landlord in writing.

Acceptance of Premises. Except as expressly provided in this LeaseIn establishing the Lease Commencement ---------------------- Date, the Premises shall be deemed delivered to Tenant acknowledges that neither Landlord nor any representative upon the substantial completion of Landlord has made any representation or warranty the Landlord's Work which shall have occurred when all of the following conditions have been met: a. The Landlord's Work with respect to the PremisesPremises has been substantially completed, notwithstanding the fact that minor or insubstantial details of construction, mechanical adjustment or decoration remain to be performed, the Building non-completion of which would not materially affect Tenant's use or the Project. No representation or warranty is made concerning the suitability or fitness appearance of the Premises, ; b. A Certificate of Occupancy has been obtained permitting the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use occupancy of the Premises with and if such Certificate of Occupancy is a temporary certificate, Landlord will not allow the applicable zoning temporary Certificate of Occupancy to lapse and shall procure a final or regarding any other land permanent certificate of occupancy as promptly as practicable; and c. Tenant has the full use matters, in and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in for the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use Premises of the Premises as set forth in Item 3 service facilities and systems of the Basic Lease ProvisionsBuilding, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Leaseincluding, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shallwithout limitation, at its sole cost air conditioning, elevator service, heating, lighting, water supply and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 belowsewage system. Landlord shall correct use reasonable efforts to complete any deficiencies with punchlist items on the list of items submitted by Tenant to Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances , on or prior to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid Lease Commencement Date, within thirty (30) days following such Lease Commencement Date or such additional period as Landlord and Tenant may agree upon. The existence of Landlord’s receipt of an invoice(s) with respect to such punchlist items shall not postpone the covered work. Promptly from and after the full execution and delivery Lease Commencement Date of this Lease nor the obligation of Tenant to pay Rent or any other charges due under this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”).

Acceptance of Premises. Except By taking possession hereunder, Tenant acknowledges that it has examined the Premises and accepts the condition thereof. Tenant acknowledges and agrees that Landlord has no obligation to improve the Premises other than as expressly provided set forth specifically in this Lease, if at all. In particular, Tenant acknowledges that neither any additional improvements or alterations needed to accommodate Tenant's intended use shall be made solely at Tenant's sole cost and expense, and strictly in accordance with the requirements of this Lease (including the requirement to obtain Landlord's consent thereto), unless such improvements and alterations are specifically required of Landlord. Landlord nor shall have no responsibility to do any representative of Landlord has made work required under any representation building codes or warranty with respect to other governmental requirements not in effect or applicable at the Premises, time the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purposePremises were constructed, including without limitation any representations requirements related to sprinkler retrofitting, seismic structural requirements, accommodation of disabled persons, or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant hazardous materials. Landlord shall be solely responsible as under no obligation to such matters. Furtherprovide utility, neither Landlord nor any representative of Landlord has made any representations telephone or warranties regarding (i) what other tenants service or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of access beyond that which exists at the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions date of this Lease, subject only unless Landlord specifically agrees in writing to (1) those defective provide the same. If it is anticipated that Tenant will be doing any Alterations or incomplete portions of installations prior to taking occupancy, any delays encountered by Tenant in accomplishing such work or obtaining any required permits therefor shall not delay the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (Commencement Date or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on that Tenant becomes liable to pay rent, or the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. date that Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall may effectively deliver possession of the Premises to Tenant. By taking possession hereunder, Tenant (such date acknowledges that it accepts the square footage of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as delivered and as stated in this Lease. No discovery or alleged discovery after such acceptance of any variance in such square footage as set forth in this Lease (or in any proposal, advertisement or other description thereof) shall be grounds for any adjustment in any element of the rent payable hereunder, unless such adjustment is initiated by and implemented by Landlord in writing. Landlord has provided in, or will provide Tenant with Landlord’s measurement and subject calculation of the leased square footage prior to execution of the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)Lease.

Acceptance of Premises. Except By taking possession of the Premises, Tenant shall be deemed to have accepted the Premises as expressly provided being in this Leasegood and sanitary order, condition and repair and to have accepted the Premises in their condition existing as of the date Tenant takes possession of the Premises, subject to all applicable laws, covenants, conditions, restrictions, easements and other matters of public record and the reasonable rules and regulations from time to time promulgated by Landlord (and non-discriminatorily applied) governing the use of any portion of the Project. Tenant acknowledges that neither Landlord nor any representative of Landlord has Landlord's agents have made any representation or warranty as to the suitability of the Premises for the conduct of Tenant's business, the condition of the Building or Premises, or the use or occupancy which may be made thereof and Tenant has independently investigated and is satisfied that the Premises are suitable for Tenant's intended use and that the Building and Premises meet all governmental requirements for such intended use. In addition, except for Landlord's obligation to perform the ADA Work, Landlord makes no representation or warranty as to the compliance of the Building or the Project with the requirements of the ADA. Notwithstanding anything to the contrary contained in this Lease, Tenant's acceptance of the Premises or submission of a "punchlist" shall not be deemed a waiver of Tenant's right to have defects in the improvements constructed by Landlord pursuant to Paragraph 2.2 or the Premises repaired at no cost to Tenant. Tenant shall give notice to Landlord whenever any such defect becomes reasonably apparent, and Landlord shall repair the defect as soon as practicable. Landlord also hereby assigns to Tenant all warranties with respect to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of that would reduce Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters's maintenance obligations under this Lease, and shall cooperate with Tenant shall be solely responsible as to enforce such matterswarranties. FurtherFinally, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in notwithstanding anything to the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided contrary contained in this Lease, Tenant’s lease as of the Commencement Date, the roof (including roof screens and membrane), plumbing, electrical (including all outlets), heating and air conditioning systems in the Premises shall be on an “as is” basis. Landlord shall, at its sole cost in good working order and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)repair.

Acceptance of Premises. Tenant shall accept the Premises in its condition as of the Commencement Date, subject to all applicable laws, ordinances, regulations, covenants and restrictions. Landlord has made no representation or warranty as to the suitability of the Premises for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises are suitable for Tenant’s intended purposes. Except as expressly provided herein otherwise, in no event shall Landlord have any obligation for any defects in the Premises or any limitation on its use. No later than 10 days after written demand is made by Landlord of Tenant, Tenant shall execute and deliver to Landlord a Commencement Date Certificate in the form of Exhibit C attached to and made a part of this Lease, . Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions date of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) Premises are occupied by an existing tenant (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing WorkExisting Tenant”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work acknowledges and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and agrees that Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall not deliver possession of the Premises to Tenant until Landlord has obtained lawful possession of the Premises from the Existing Tenant. Landlord represents and warrants that as of the Commencement Date the Premises’ HVAC, electrical, plumbing, sprinkler, and other mechanical systems are in good working order and Landlord warrants such systems for a period of six (6) months from the Commencement Date; provided, however, that such date warranty shall not be effective for any maintenance, repairs or replacements necessitated due to the misuse of, or damages caused by, Tenant, its employees, contractors, agents, subtenants, or invitees. Furthermore, Landlord represents and warrants that as of delivery the Commencement Date the Premises shall be vacant and in broom clean condition. Notwithstanding any contrary term or provision contained herein, in the event Tenant has not received a grant or other financial assistance from the State of possession New Jersey (i.e. through the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”Grow New Jersey program) in an amount reasonably acceptable to Tenant on or before September 25, 2018 Tenant shall have the Premises as provided inright to terminate this Lease upon written notice to Landlord on, or prior to September 30, 2018, in which event Landlord shall promptly return the Security Deposit and the first month’s Base Rent, Taxes and Monthly Fixed Operating Expenses to Tenant, and subject after which neither Landlord nor Tenant shall have any further obligations to the terms and conditions ofother hereunder. Tenant shall use commercially reasonable efforts to obtain a grant or other financial assistance from the State of New Jersey through September 25, the Work Letter attached as Exhibit X hereto (the “Work Letter”)2018.

Acceptance of Premises. Except Tenant shall accept the Premises in its condition as expressly provided in this Leaseof the Commencement Date, Tenant acknowledges that neither Landlord nor any representative of subject to all applicable laws, ordinances, regulations, covenants and restrictions. Landlord has made any no representation or warranty with respect as to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with for the applicable zoning or regarding any other land use mattersconduct of Tenant's business, and Tenant waives any implied warranty that the Premises are suitable for Tenant's intended purposes. In no event shall be solely responsible as to such matters. Further, neither Landlord nor have any representative of Landlord has made obligation for any representations or warranties regarding (i) what other tenants or uses may be permitted or intended defects in the Building Premises or the Project, (ii) any exclusivity limitation on its use. The taking of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease possession of the Premises shall be on an conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken except for items that are Landlord's responsibility under Paragraph 10 and any punchlist items agreed to in writing by Landlord and Tenant. No later than 10 days after written demand is made therefor by Landlord of Tenant, Tenant shall execute and deliver to Landlord a Commencement Date Certificate in the form of Exhibit C attached to and hereby made a part of this Lease. Pursuant to the terms of this Xxxxxxxxx 0, Xxxxxxxx agrees to furnish or perform at Landlord's sole cost prior to the Commencement Date, but in no event shall delay in the completion of the following items alter or extend the Commencement Date, those items of construction and Premises improvements specified below (the “as is” basisBase Building Work”): • Paint walls throughout office area and replace flooring throughout the office area. • Repair and slurry parking lot. • Remove the demising wall in the warehouse. • Landlord shall insure roof is in water tight condition. Landlord shall, at its sole cost and expense, construct, repair and/or replace shall allow Tenant access to the items set forth on Schedule A attached to Premises upon mutual execution of this Lease for purposes of preparing the Premises for the commencement of Tenant's normal business operations, subject to applicable ordinances and building codes governing Tenant's right to occupy or perform in the Premises (collectively, the “Landlord’s WorkEarly Occupancy”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with During such Early Occupancy period prior to the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this LeaseCommencement Date, Tenant shall be conclusively deemed to have accepted bound by its obligations under the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only including the obligation to (1) those defective provide evidence of insurance, but shall not be obligated to pay the Monthly Base Rent or incomplete portions of the Landlord’s Work which Operating Expenses payable by Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”).

Acceptance of Premises. Except By taking possession hereunder, Txxxxx acknowledges that it has examined the Premises and accepts the condition thereof. Txxxxx acknowledges and agrees that Lxxxxxxx has no obligation to improve the Premises other than as expressly provided set forth specifically in this Lease, if at all. In particular, Tenant acknowledges that neither any additional improvements or alterations needed to accommodate Txxxxx's intended use shall be made solely at Tenant's sole cost and expense, and strictly in accordance with the requirements of this Lease (including the requirement to obtain Landlord's consent thereto), unless such improvements and alterations are specifically required of Landlord. Landlord nor shall have no responsibility to do any representative of Landlord has made work required under any representation building codes or warranty with respect to other governmental requirements not in effect or applicable at the Premises, time the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purposePremises were constructed, including without limitation any representations requirements related to sprinkler retrofitting, seismic structural requirements, accommodation of disabled persons, or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant hazardous materials. Landlord shall be solely responsible as under no obligation to such matters. Furtherprovide utility, neither Landlord nor any representative of Landlord has made any representations telephone or warranties regarding (i) what other tenants service or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of access beyond that which exists at the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions date of this Lease, subject only unless Lxxxxxxx specifically agrees in writing to (1) those defective provide the same. If it is anticipated that Tenant will be doing any Alterations or incomplete portions of installations prior to taking occupancy, any delays encountered by Tenant in accomplishing such work or obtaining any required permits therefor shall not delay the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (Commencement Date or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on that Tenant becomes liable to pay rent, or the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. date that Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall may effectively deliver possession of the Premises to Tenant (such date Tenant. By taking possession hereunder, Txxxxx acknowledges that it accepts the square footage of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided indelivered and as stated in this Lease. No discovery or alleged discovery after such acceptance of any variance in such square footage as set forth in this Lease (or in any proposal, advertisement or other description thereof) shall be grounds for any adjustment in any component of the rent payable hereunder, unless such adjustment is initiated by and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)implemented by Landlord.

Acceptance of Premises. Except By taking possession hereunder, Tenant acknowledges that it has examined the Premises and accepts the condition thereof. Tenant acknowledges and agrees that Landlord has no obligation to improve the Premises other than as expressly provided set forth specifically in this Lease, if at all. In particular, Tenant acknowledges that neither any additional improvements or Alterations needed to accommodate Tenant's intended use shall be made solely at Tenant's sole cost and expense, and strictly in accordance with the requirements of this Lease (including the requirement to obtain Landlord's consent thereto), unless such improvements and alterations are specifically required of Landlord. Landlord nor shall have no responsibility to do any representative of Landlord has made work required under any representation building codes or warranty with respect to other governmental requirements not in effect or applicable at the Premises, time the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purposePremises were constructed, including without limitation any representations requirements related to sprinkler retrofitting, seismic structural requirements, accommodation of disabled persons, or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant hazardous materials. Landlord shall be solely responsible as under no obligation to such matters. Furtherprovide utility, neither Landlord nor any representative of Landlord has made any representations telephone or warranties regarding (i) what other tenants service or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of access beyond that which exists at the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions date of this Lease, subject only unless Landlord specifically agrees in writing to (1) those defective provide the same. If it is anticipated that Tenant will be doing any Alterations or incomplete portions of installations prior to taking occupancy, any delays encountered by Tenant and not caused by Landlord or Landlord's agent or representative in accomplishing such work or obtaining any required permits therefor shall not delay the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (Commencement Date or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on that Tenant becomes liable to pay rent, or the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. date that Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall may effectively deliver possession of the Premises to Tenant. By taking possession hereunder, Tenant (such date acknowledges that it accepts the square footage of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided indelivered and as stated in this Lease. No discovery or alleged discovery after such acceptance of any variance in such square footage as set forth in this Lease (or in any proposal, advertisement or other description thereof) shall be grounds for any adjustment in any element of the rent payable hereunder, unless such adjustment is initiated by and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)implemented by Landlord in writing.

Acceptance of Premises. Except as expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, Premises or the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project either for any purpose, including including, without limitation limitation, any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, that neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or and the Project, or (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, . Tenant further acknowledges that neither Landlord nor any representative of Landlord has agreed to undertake any alterations or (iii) additions or construct any construction of portions of improvements to the Project not yet completed. Except Premises except as expressly provided in this Lease, Tenant’s lease . The taking of possession or use of the Premises by Tenant for any purpose other than construction shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established establish that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this LeaseLease in all respects, subject only to (1) except for those defective or incomplete portions of the Landlord’s Work matters which Tenant shall have itemized brought to Landlord's attention on a written punch list. The list shall be limited to any items required to be accomplished by Landlord under the Work Letter attached as Exhibit X, and shall be delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery term ("Term") of this LeaseLease commences as provided in Article III below. If no items are required of Landlord under the Work Letter, Landlord shall deliver by taking possession of the Premises Tenant accepts the improvements in their existing condition, and waives any right or claim against Landlord arising out of the condition of the Premises. Nothing contained in this Section shall affect the commencement of the Term or the obligation of Tenant to Tenant (such date pay rent. Landlord shall diligently complete all punch list items of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises which it is notified as provided in, above within thirty (30) days except with respect to punch list items which cannot be corrected within thirty (30) days in which event Landlord shall commence such correction within thirty (30) days and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)thereafter diligently complete such work.

Acceptance of Premises. Except as otherwise expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted accept the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease its condition as of the “Early Occupancy Commencement Date” (, subject to all applicable laws, ordinances, regulations, covenants and restrictions. Except as defined otherwise expressly set forth in Section 3.2)this Lease, which acceptance shall mean that it is conclusively established Landlord has made no representation or warranty as to the suitability of the Premises for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises and those portions are suitable for Tenant’s intended purposes. Except for latent defects (defects not discoverable by a visual inspection of the Building interior of the Premises), in no event shall Landlord have any obligation for any defects in the Premises or any limitation on its use. Landlord represents and Project in which Tenant has any rights under warrants that as of the execution date of this Lease were the Building’s HVAC, electrical, plumbing and other mechanical systems, fire sprinkler system, loading docks, lighting, Building structure (including, without limitation, the roof, roof membrane and floor slab), parking lots, sidewalks, and the driveways are in satisfactory condition good working order. No later than 10 days after written demand is made therefor by Landlord of Tenant, Tenant shall execute and deliver to Landlord a Commencement Date Certificate in conformity the form of Exhibit C attached to and hereby made a part of this Lease. Landlord shall allow Tenant access to the Premises, upon delivery to Landlord of a Certificate of Insurance which complies with the provisions requirements of this Lease, subject only to for purposes of preparing the Premises for the commencement of Tenant’s normal business operations (1) those defective or incomplete portions including construction of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within fortyTenant-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule AMade Alterations), subject to applicable ordinances and (2) Landlordbuilding codes governing Tenant’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances right to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system occupy or perform in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing WorkEarly Occupancy”). During such Early Occupancy period prior to the Rent Commencement Date, Tenant shall obtain those warranties from be bound by its obligations under the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, including the obligation to provide evidence of insurance, but shall not be obligated to pay the Monthly Base Rent or Operating Expenses payable by Tenant to Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) as set forth in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)Lease.

Acceptance of Premises. Tenant has been in possession of, and conducting business in the Premises under the Oscient Sublease, the Oscient Space Attornment Agreement, the Premises West Consent Agreement and the Premises East Lease and intends to continue conducting business in the Premises, without interruption, from and after the Commencement Date. Further since the Premises will not be empty and/or unoccupied at any time prior to the Commencement Date and Landlord will have no opportunity to inspect, examine, and/or audit the Premises in order to establish the condition of the Premises as of the Commencement Date, Landlord shall have no liability for any defects in the Premises (whether latent or patent) and shall have no obligation to perform any work (except as set forth in the Work Letter) or to refurbish, finish, or otherwise alter the Premises in order to prepare the Premises for Tenant’s use or occupancy. Except as expressly provided set forth in the Work Letter, as conclusively evidenced by Tenant’s execution and delivery of this Lease, Tenant accepts the Premises “as is”, in their condition as of the Commencement Date, without any qualifications, restrictions, or limitations, subject to all applicable Legal Requirements (as defined in Section 7 hereof). Tenant agrees and acknowledges that neither Landlord nor any representative agent of Landlord has made any representation or warranty with respect to the Premises, condition of all or any portion of the Building Premises or the Project. No representation or warranty is made concerning , and/or the suitability or fitness of the Premises, the Building Premises or the Project for any purpose, including without limitation any representations or warranties regarding the compliance conduct of Tenant’s use of the Premises with the applicable zoning or regarding any other land use mattersbusiness, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein. Subject to delays resulting from Force Majeure and Tenant Delay (as defined in the Work Letter), Landlord shall use commercially reasonable efforts to cause Landlord’s Work to be Substantially Complete (as defined in the Work Letter) on or before February 28, 2011 (“Target Completion Date”). If Landlord fails to complete Landlord’s Work by the-Target Completion Date, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable. If Landlord fails to Substantially Complete Landlord’s Work by April 4, 2011 (which date shall be solely responsible extended for delays resulting from Force Majeure and Tenant Delay) (such date, as so extended, the “Outside Delivery Date”), then Base Rent under this Lease shall xxxxx by one day for each day of delay in Substantial Completion of Landlord’s Work beyond the Outside Delivery Date. The Outside Delivery Date shall be further extended day-for-day for each day that the Execution Date extends beyond July 19, 2010. Landlord agrees to such mattersuse commercially reasonable efforts to perform Landlord’s Work in a manner which does not unreasonably interfere with Tenant’s use and enjoyment of the Premises; provided, that, Landlord shall have no obligation to incur any additional material cost in performing Landlord’s Work. FurtherWithout limiting the foregoing, neither Landlord nor agrees that it shall endeavor to schedule any representative utility interruptions related to the performance of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Landlord’s Work on weekends and shall endeavor to provide Tenant with respect at least 5 business days prior notice of any such interruption; provided, however, that notwithstanding anything to its permitted use the contrary contained herein, in no event shall Landlord have any obligation to incur any additional or overtime costs to complete Landlord’s Work. Notwithstanding anything to the contrary contained herein, for the period of the Premises as set forth in Item 3 60 consecutive days after Substantial Completion of the Basic Lease ProvisionsLandlord’s Work, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expenseexpense (which shall not constitute an Operating Expense), construct, repair and/or replace the items set forth on Schedule A attached be responsible for any repairs that are required to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed made to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that Systems serving the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items are newly installed as part of Landlord’s Work designated as “complete” on Work, unless Tenant was responsible for the attached Schedule A)cause of such repair, and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). case Tenant shall obtain those warranties from pay the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)cost.

Acceptance of Premises. Except as expressly provided in this Lease, Tenant acknowledges that neither Landlord nor Tenant has fully inspected the Property. Tenant hereby accepts the Property and the buildings and improvements situated thereon, as suitable for the purpose for which the same are leased, in their present condition (including all latent or environmental defects or risks), with such changes therein as may be caused by reasonable deterioration between the date hereof and the Commencement Date; provided that Tenant shall not be responsible for remedying any representative such latent or environmental defects or risks unless it becomes necessary to remedy such defects or risks because of Landlord has made any representation alterations, additions or warranty with respect improvements to the Premises, the Building or the Project. No representation or warranty is Property made concerning the suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of by Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as that Landlord agrees to such matters. Further(a) repair promptly any presently installed plumbing, neither Landlord nor any representative plumbing fixtures, electrical wiring, lighting fixtures, air conditioning or heating equipment or doors that are not in good working condition on the Commencement Date of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a delivers written punch list and delivered notice to Landlord within forty-five (45) thirty days following Landlord’s written notice(s) that after the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”)Commencement Date; and (b) Three Hundred thousand Dollars ($300,000.00) (make any additional repairs and alterations necessary for Tenant to obtain a Certificate of Occupancy from the “Floor Surface Allowance”) towards municipality in which the cost of bead blastingProperty is located, repairing except for those repairs and otherwise preparing the surface alterations required solely because of the Building’s slab as more particularly provided in nature of Tenant's business. Landlord expressly disclaims and Tenant waives any and all warranties (including the warranty of suitability), representations and obligations of Landlord or Landlord's agents that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”)are not expressly stated herein. Landlord and Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work acknowledge that Principal Realtor and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall cooperating Realtor have no liability whatsoever for expertise in the Access Control Work detection or correction of environmentally hazardous or undesirable items. Expert inspections are necessary. Current or future laws may require clean up by past, current and/or for the Floor Surfacing Work beyond payment future owners and/or tenants of the applicable allowance thereforProperty. Sums from each It is the responsibility of the allowances shall be paid within thirty (30) days of Landlord’s receipt of Landlord and Tenant to retain qualified experts to detect and correct such matters. Landlord and Tenant acknowledge that neither Principal Realtor, nor Cooperating Realtor, have made an invoice(s) independent investigation or determination with respect to the covered workexistence of hazardous substances and environmental conditions in, on or about the Property. Promptly Any such investigation or determination shall be the responsibility of Landlord and Tenant. The Principal Realtor or Cooperating Realtor shall not be responsible for such an investigation. Landlord and Tenant shall, jointly and severally, defend, indemnify and hold harmless Principal Realtor and Cooperating Realtor from and after against all claims, costs, expenses, actions, losses, damages and liabilities of any kind whatsoever (including reasonable attorney's fees) directly or indirectly arising out of the full execution and delivery existence of hazardous substances and/or environmental conditions in, on or about the Property. This indemnification shall survive the termination of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”).

Acceptance of Premises. Except By taking possession hereunder, Tenant acknowledges that it has examined the Premises and accepts the Premises in its current, “as-is” condition. Landlord makes no representations or warranties regarding the condition or state of the Premises upon Tenant taking possession of the space. By taking possession of the Premises, Tenant shall be deemed to have fully accepted the state and condition of the Premises in accordance with this Section. Tenant acknowledges and agrees that there are no agreements, representations, understandings or obligations on the part of Landlord to perform any alterations, repairs, or improvements. Landlord has no obligation to improve the Premises other than as expressly provided set forth specifically in this Lease, if at all. In particular, Tenant acknowledges that neither any additional improvements or Alterations needed to accommodate Tenant’s intended use shall be made solely at Tenant’s sole cost and expense, and strictly in accordance with the requirements of this Lease (including the requirement to obtain Landlord’s consent thereto), unless such improvements and alterations are specifically required of Landlord. Landlord nor shall have no responsibility to do any representative of Landlord has made work required under any representation building codes or warranty with respect to other governmental requirements not in effect or applicable at the Premises, time the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purposePremises were constructed, including without limitation any representations requirements related to sprinkler retrofitting, seismic structural requirements, accommodation of disabled persons, or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant hazardous materials. Landlord shall be solely responsible as under no obligation to such matters. Furtherprovide utility, neither Landlord nor any representative of Landlord has made any representations telephone or warranties regarding (i) what other tenants service or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of access beyond that which exists at the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions date of this Lease, subject only unless Landlord specifically agrees in writing to (1) those defective provide the same. If it is anticipated that Tenant will be doing any Alterations or incomplete portions of installations prior to taking occupancy, any delays encountered by Tenant in accomplishing such work or obtaining any required permits therefore shall not delay the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (Commencement Date or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on that Tenant becomes liable to pay rent, or the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. date that Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall may effectively deliver possession of the Premises to Tenant. By taking possession hereunder, Tenant (such date acknowledges that it accepts the square footage of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided indelivered and as stated in this Lease, No discovery or alleged discovery after such acceptance of any variance in such square footage as set forth in this Lease (or in any proposal, advertisement or other description thereof) shall be grounds for any adjustment in any element of the rent payable hereunder, unless such adjustment is initiated by and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)implemented by Landlord in writing.

Acceptance of Premises. Except as expressly provided in this Lease, Tenant acknowledges that neither Landlord landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, Premises or the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project either for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, that neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or and the Project, or (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, . Tenant further acknowledges that neither Landlord nor any representative of Landlord has agreed to undertake any alterations or (iii) additions or construct any construction of portions of improvements to the Project not yet completed. Except Premises except as expressly provided in this Lease, Tenant’s lease . The taking of possession or use of the Premises by Tenant for any purpose other than construction shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established establish that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this LeaseLease in all respects, subject only to (1) except for those defective or incomplete portions of the Landlord’s Work matters which Tenant shall have itemized brought to Landlord's attention on a written punch list. The list shall be limited to any items required to be accomplished by Landlord under the Work Letter attached as EXHIBIT X, and shall be delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery term ("Term") of this LeaseLease commences as provided in Article III below. If no items are required of Landlord under the Work Letter, Landlord shall deliver by taking possession of the Premises Tenant accepts the improvements in their existing condition, and waives any right or claim against Landlord arising out of the condition of the Premises. Nothing contained in this Section shall affect the commencement of the Term or the obligation of Tenant to Tenant (such date pay rent. Landlord shall diligently complete all punch list items of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises which it is notified as provided in, and subject above. In addition to the terms and conditions of, Landlord's obligations under the Work Letter attached hereto as Exhibit X hereto EXHIBIT X, Landlord warrants the good working order of the existing HVAC, plumbing, lighting, electrical, sewer and life safety systems serving the Premises for a period of thirty (30) days following the “Work Letter”)Commencement Date. In the event Tenant provides Landlord with written notice of any necessary repairs to such systems within such thirty (30) day period, Landlord shall promptly make such repairs as may be necessary to place the system in question in good working order.

Acceptance of Premises. Except Tenant shall accept the Premises in its condition as expressly provided in this Leaseof the Commencement Date, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty subject to all applicable laws, ordinances, regulations, covenants and restrictions, and subject to Landlord’s obligations with respect to the Premises, the Building or the ProjectPremises as expressly set forth in Addendum 4 and Paragraph 3 below. No Landlord has made no representation or warranty is made concerning as to the suitability or fitness of the Premises, Premises for the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance conduct of Tenant’s use of the Premises with the applicable zoning or regarding any other land use mattersbusiness, and Tenant waives any implied warranty that the Premises are suitable for Tenant’s intended purposes. In no event shall be solely responsible as to such matters. Further, neither Landlord nor have any representative of Landlord has made obligation for any representations or warranties regarding (i) what other tenants or uses may be permitted or intended defects in the Building Premises or the Project, (ii) any exclusivity limitation on its use. The taking of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease possession of the Premises shall be on an “as is” basisconclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken except for items that are Landlord’s responsibility under Paragraph 10 and any punchlist items agreed to in writing by Landlord and Tenant. No later than 10 days after written demand is made therefor by Landlord shallof Tenant, at its sole cost Tenant shall execute and expense, construct, repair and/or replace deliver to Landlord a Commencement Date Certificate in the items set forth on Schedule A form of Exhibit C attached to and hereby made a part of this Lease Lease. Subject to the vacation of the Premises by the existing tenant, if any, Landlord shall allow Tenant access to the Premises upon vacation of the Premises by the existing tenant, if any, for purposes of preparing the Premises for the commencement of Tenant’s normal business operations, subject to applicable ordinances and building codes governing Tenant’s right to occupy or perform in the Premises (collectively, the “Landlord’s WorkEarly Occupancy”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with During such Early Occupancy period prior to the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this LeaseCommencement Date, Tenant shall be conclusively deemed to have accepted bound by its obligations under the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only including the obligation to (1) those defective provide evidence of insurance, but shall not be obligated to pay the Monthly Base Rent or incomplete portions of the Landlord’s Work which Operating Expenses payable by Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”)Lease. Tenant shall obtain those warranties from be responsible for utilities during the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)Early Occupancy.

Acceptance of Premises. Except By taking possession of the Premises, ---------------------- Tenant shall be deemed to have accepted the Premises as expressly provided being in this Leasegood and sanitary order, condition and repair and to have accepted the Premises in their condition existing as of the date Tenant takes possession of the Premises, subject to all applicable laws, covenants, conditions, restrictions, easements and other matters of public record and the rules and regulations from time to time promulgated by Landlord governing the use of any portion of the Project and further, to have accepted tenant improvements to be constructed by Landlord (if any) as being completed in accordance with the plans and specifications for such improvements subject only to completion of items on Landlord's punch list. Tenant acknowledges that neither Landlord nor any representative of Landlord has Landlord's agents have made any representation or warranty with respect as to the Premisessuitability of the Premises for the conduct of Tenant's business, the condition of the Building or Premises, or the Projectuse or occupancy which may be made thereof, and Tenant has independently investigated and is satisfied that the Premises are suitable for Tenant's intended use and that the Building and Premises meet all governmental requirements for such intended use. No In addition, Landlord makes no representation or warranty is made concerning as to the suitability or fitness compliance of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding with the compliance of Tenant’s use requirements of the Premises with ADA. Notwithstanding anything to the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided contrary contained in this Lease, Tenant’s lease 's acceptance of the Premises or submission of a "punchlist" shall not be deemed a waiver of Tenant's right to have defects in the improvements constructed by Landlord pursuant to Paragraph 2.2 or the Premises repaired at no cost to Tenant. Tenant shall give notice to Landlord whenever any such defect becomes reasonably apparent, and Landlord shall repair the defect as soon as practicable. Landlord also hereby assigns to Tenant all warranties with respect to the Premises, including warranties that would reduce Tenant's maintenance obligations under this Lease, and shall cooperate with Tenant to enforce such warranties. Finally, notwithstanding anything to the contrary contained in this Lease, as of the Commencement Date, the roof (including roof screens and membrane), plumbing, electrical (including all outlets), heating and air conditioning systems in the Premises shall be on an “as is” basis. Landlord shall, at its sole cost in good working order and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)repair.

Acceptance of Premises. Except Tenant shall accept the Premises in its condition as expressly provided in this Leaseof the Commencement Date, Tenant acknowledges that neither Landlord nor any representative of subject to all applicable laws, ordinances, regulations, covenants and restrictions. Landlord has made any no representation or warranty with respect as to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, Premises for the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance conduct of Tenant’s use of the Premises with the applicable zoning or regarding any other land use mattersbusiness, and Tenant waives any implied warranty that the Premises are suitable for Tenant’s intended purposes. In no event shall be solely responsible as to such matters. Further, neither Landlord nor have any representative of Landlord has made obligation for any representations or warranties regarding (i) what other tenants or uses may be permitted or intended defects in the Building Premises or the Project, (ii) any exclusivity of use by Tenant with respect to limitation on its permitted use use. The taking of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease possession of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, conclusive evidence that Tenant shall be conclusively deemed to have accepted accepts the Premises and those portions that the Premises were in good condition at the time possession was taken except for items that are Landlord’s responsibility under Paragraph 10 and any punchlist items agreed to in writing by Landlord and Tenant. No later than 10 days after written demand is made therefor by Landlord of Tenant. Tenant shall execute and deliver to Landlord a Commencement Date Certificate in the Building form of Exhibit C attached to and Project in which hereby made a part of this Lease. Tenant has any rights under this Lease hereby acknowledges that as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions date of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) Premises are occupied by an existing tenant (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing WorkExisting Tenant”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work hereby acknowledges and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and agrees that Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall not deliver possession of the Premises to Tenant (until Landlord has obtained lawful possession of the Promises from fee Existing Tenant. Tenant acknowledges that the effectiveness of this Lease is contingent upon the Existing Tenant vacating the Premises on or before the Commencement Date, as provided above, and Landlord obtaining lawful possession of the Premises. In the event the Existing Tenant does not vacate the Premises on or before the Commencement Date as provided above, then the Commencement Date of this Lease shall be extended on a per diem basis for every day of delay beyond the Contingency Data until such date as Landlord does obtain lawful possession of delivery the Premises from the Existing Tenant. In the event Landlord is not able to obtain lawful possession of possession (the “Delivery Date”) for Promises from the Existing Tenant and allow Tenant access to the Premises by April 30, 2016, then Tenant, as Tenant’s construction sole remedy hereunder for Landlord’s failure to deliver possession of those tenant improvements (the “Tenant Improvements”) in the Premises as provided into Tenant, shall have the right to terminate this Lease by written notice to Landlord whereupon, unless Landlord obtains lawful possession of the Premises from the Existing Tenant and subject allows Tenant access to the terms Premises within ten (10) business days after receipt of Tenant’s notice, this Lease shall terminate and conditions Landlord shall promptly refund to Tenant the Security Deposit, prepaid Rent and any other amounts deposited by Tenant with Landlord hereunder and neither party shall have any further rights or obligation hereunder. Landlord represents and warrants, to its knowledge, that as of the Commencement Date the Building’s HVAC, electrical, plumbing and other mechanical systems are in good working order and Landlord warrants such systems for a period of ninety (90) days from the Commencement Date; provided, however, that such warranty shall not be effective for any maintenance, repairs or replacements necessitated due to the misuse of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)or damages caused by, Tenant, its employees, contractors, agents, subtenants, or invitees.

Acceptance of Premises. Except By taking possession of the Premises, Tenant shall be deemed to have accepted the Premises as expressly provided being in this Leasegood and sanitary order, condition and repair and to have accepted the Premises in their condition existing as of the date Tenant takes possession of the Premises, subject to all applicable laws, covenants, conditions, restrictions, easements and other matters of public record and the reasonable rules and regulations from time to time promulgated by Landlord (and non-discriminatorily applied) governing the use of the Premises and Common Area, and Landlord completing the tenant improvements in accordance with the plans and specifications for such improvements, subject only to completion of items on Landlord’s punch list. Tenant acknowledges that neither Landlord nor any representative of Landlord has Landlord’s agents have made any representation or warranty as to the suitability of the Premises for the conduct of Tenant’s business, the condition of the Premises, or the use or occupancy which may be made thereof and Tenant has independently investigated and is satisfied that the Premises are suitable for Tenant’s intended use and that the Premises meets all governmental requirements for such intended use. Notwithstanding anything to the contrary contained in this Lease, Tenant’s acceptance of the Premises or submission of a “punch list” shall not be deemed a waiver of Tenant’s right to have defects in the improvements constructed by Landlord pursuant to Paragraph 2.2 or in the Premises corrected at no cost to Tenant. Tenant shall give notice to Landlord whenever any such defect becomes reasonably apparent, and Landlord shall correct the defect as soon as practicable. Landlord also hereby assigns to Tenant all warranties with respect to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of that would reduce Tenant’s use of the Premises with the applicable zoning or regarding any other land use mattersmaintenance obligations under this Lease, and shall cooperate with Tenant shall be solely responsible as to enforce such matterswarranties. FurtherFinally, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in notwithstanding anything to the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided contrary contained in this Lease, Tenant’s lease as of the Commencement Date, the roof (including roof screens and membrane), plumbing, electrical (including all outlets), heating and air conditioning systems in the Premises shall be on an “as is” basis. Landlord shall, at its sole cost in good working order and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)repair.

Acceptance of Premises. Except Landlord agrees to install the tenant improvements (the "Initial Tenant Improvements") described in the Construction Addendum attached hereto as expressly Addendum 2 and Tenant shall accept the Premises in its condition as of the Commencement Date, subject to all applicable laws, ordinances and regulations. Tenant acknowledges that Landlord has made no representation or warranty as to the suitability of the Premises for the conduct of Tenant's business, and Tenant waives any implied warranty that the Premises are suitable for Tenant's intended purposes. The taking of possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken except for any punchlist items agreed to in writing by Landlord and Tenant. In no event shall Landlord be liable for any defects in the Premises (except as set forth in this Paragraph 2 of the Lease) or for any limitation on its use (except as a direct result of construction defects). Landlord shall deliver the Premises to Tenant clean and free of debris on the Commencement Date and warrants to Tenant (which warranty shall survive for a period of one year following the Commencement Date) that the existing structural portions of the Premises including roof, roof membranes and surface, foundations, exterior walls, support beams, plumbing, fire sprinkler system, lighting, HVAC, window seals, electrical systems, and loading doors, if any, in the Premises shall be in good operating condition on the Commencement Date. If a non-compliance exists as of the Commencement Date, Landlord shall, except as otherwise provided in this Lease, promptly after receipt of written notice from Tenant acknowledges setting forth the nature and extent of such non-compliance, rectify same at Landlord's cost and expense. The Building and that neither portion of the Premises already constructed and to be constructed by Landlord nor any representative or Landlord's contractor, have been or will be constructed in material compliance with all current governmental regulations, ordinances, and laws including zoning and building codes, regulations and ordinances and all applicable covenants and restrictions of Landlord has made any representation record which are in effect on or warranty with respect prior to the Premisescompletion of the buildout of the Tenant Improvements, including the provisions of Title III of the Americans with Disabilities Act as they may apply to the Building and that portion of the Premises already constructed. Landlord will be fully responsible for making all alterations and repairs to the Building and the Premises at its cost (which shall not be included as Operating Expenses), resulting from or necessitated by the failure by Landlord, Landlord's contractor, the Building or the Project. No representation or warranty is made concerning the suitability or fitness Premises to comply with such governmental regulations, ordinances and laws, all as in effect as of the PremisesCommencement Date only, provided that such non-compliance is not the result of Tenant's use or occupancy of the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)Premises.

Acceptance of Premises. Except By taking possession hereunder, Tenant acknowledges that it has examined the Premises and accepts the condition thereof. Tenant acknowledges and agrees that Landlord has no obligation to improve the Premises other than as expressly provided set forth specifically in this Lease, if at all. In particular, Tenant acknowledges that neither Landlord nor any representative additional improvements or alterations needed to accommodate Tenant’s intended use shall be made solely at Tenant’s sole cost and expense, and strictly in accordance with the requirements of Landlord has made any representation or warranty with respect this Lease (including the requirement to obtain Landlord’s consent thereto), unless such improvements and alterations are specifically required of Landlord. In the event that Tenant pursues modification to the PremisesPremises that requires a Permit to be issued, Landlord shall have no responsibility to do any work required under any building codes or other governmental requirements not in effect or applicable at the Building or time the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purposePremises were constructed, including without limitation any representations requirements related to sprinkler retrofitting, seismic structural requirements, accommodation of disabled persons, or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant hazardous materials. Landlord shall be solely responsible as under no obligation to such matters. Furtherprovide utility, neither Landlord nor any representative of Landlord has made any representations telephone or warranties regarding (i) what other tenants service or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of access beyond that which exists at the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions date of this Lease, subject only unless Landlord specifically agrees in writing to (1) those defective provide the same. If it is anticipated that Tenant will be doing any Alterations or incomplete portions of installations prior to taking occupancy, any delays encountered by Tenant in accomplishing such work or obtaining any required permits therefor shall not delay the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (Commencement Date or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on that Tenant becomes liable to pay rent, or the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. date that Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall may effectively deliver possession of the Premises to Tenant. By taking possession hereunder, Tenant (such date acknowledges that it accepts the square footage of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided indelivered and as stated in this Lease. No discovery or alleged discovery after such acceptance of any variance in such square footage as set forth in this Lease (or in any proposal, advertisement or other description thereof) shall be grounds for any adjustment in any component of the rent payable hereunder, unless such adjustment is initiated by and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)implemented by Landlord.

Acceptance of Premises. Except By taking possession of the Premises, Tenant shall be deemed to have accepted the Premises as being in good and sanitary order, condition and repair and to have accepted the Premises in their condition existing as of the date Tenant takes possession of the Premises, subject to all applicable laws, covenants, conditions, restrictions, easements and other matters of public record and the reasonable rules and regulations from time to time promulgated by Landlord governing the use of any portion of the Project. Further, by taking possession of the Premises, Tenant shall be deemed to have accepted tenant improvements to be constructed by Landlord (if any) as being completed in accordance with the plans and specifications for such improvements, unless Tenant indicates otherwise on a written punch-list submitted to Landlord within ninety (90) days of the delivery of possession or when work to be done by Landlord has been completed, whichever is later. If Tenant does not submit any such written punchlist to Landlord within such ninety (90 day period, then Tenant waives any right to object to any tenant improvements constructed by Landlord prior to delivery of possession of the Premises to Tenant. Tenant acknowledges that, except as otherwise expressly provided in this LeaseParagraph 2.4 below, Tenant acknowledges that neither Landlord nor any representative of Landlord has Landlord’s agents, employees, affiliates, or property manager have made any representation or warranty (express or implied) as to the suitability of the Premises for the conduct of Tenant’s business, the condition of the Building or Premises, the compliance of the Premises with any codes, laws, ordinances, rules or regulations, or the use or occupancy which may be made thereof and Tenant has independently investigated and is satisfied that the Premises are suitable for Tenant’s intended use and that the Building and Premises meet all governmental requirements for such intended use. Notwithstanding anything to the contrary contained in this Lease, Landlord agrees to deliver the Premises to Tenant with all Building systems and components in good working order and repair, including, but not limited to, the plumbing, lighting, electrical, mechanical, fire/life safety and heating, ventilation and air conditioning systems serving the Premises, and with the ceiling tiles and office doors in the Premises in good working order and repair (the “Delivery Condition”). Landlord hereby warrants the mechanical systems, including, HVAC units, serving the Premises against defects for a period of one (1) year following the Commencement Date. Such warranty shall not be applicable to any defects in or to the such mechanical systems or HVAC units to the extent caused by (i) Tenant or any of its agents, employees, contractors, subcontractors, licensees, invitees, customers, vendors, sublessees or other representatives, (ii) any alterations, additions or improvements constructed or installed in, on or about the Premises by or on behalf of Tenant, (iii) any misuse of any of the mechanical systems or HVAC units serving the Premises by, or negligence or willful misconduct of, Tenant or any of its agents, employees, contractors, subcontractors, licensees, customers, vendors, sublessees or other representative or (iv) any breach by Tenant of this Lease. If any non-compliance with such warranty set forth in this paragraph exists as of the Commencement Date or within the one (1) year period referred to in this paragraph above, then, as Tenant’s sole remedy for such non-compliance, Landlord shall, promptly after receipt of written notice from Tenant setting forth the nature of such non-compliance, and notwithstanding anything to the contrary set forth in Paragraph 10.2 below, cure or remedy the same at Landlord’s sole cost. If Tenant does not give Landlord written notice of such non-compliance with this warranty within the one (1)-year period referred to above, then such warranty shall be deemed to have expired and shall be of no further force or effect. Notwithstanding anything herein to the contrary, Landlord represents that, to Landlord’s actual knowledge, Landlord has not received any written notice from any governmental agency that the Building, or any portion thereof, is in violation of any of the provisions and requirements of the Americans with Disabilities Act of 1990, as amended (“ADA”). Landlord (and not Tenant) shall be responsible, at no cost to Tenant, for remedying or curing any violations of building codes, laws, ordinances, or other governmental requirements (including, without limitation, the ADA) that (x) exist as of the Commencement Date with respect to the Premises, or any part thereof, and/or (y) that are triggered within the Building or the Project. No representation or warranty is made concerning the suitability or fitness (but outside of the Premises) by demolition or construction or installation of any of the improvements shown on the demolition floor plan and/or floor plan attached hereto as Exhibit C that are contemplated to be constructed or installed by Tenant in the Premises as part of Tenant’s initial leasehold improvements (the “Code Compliance Improvements”); provided, however, Landlord shall not be obligated to commence remedying or curing any such violations of building codes, laws, ordinances, or other governmental requirements existing as of the Building Commencement Date with respect to the Premises unless and until the governmental agency having jurisdiction over such matter requires such violation(s) be cured or remedied by Landlord (or Tenant) or unless Tenant cannot physically occupy the Project Premises until such violation(s) are cured or remedied. Landlord’s obligation to cure violations existing as of the Commencement Date or that are triggered by Tenant’s construction or installation of any of the Code Compliance Improvements shall not be applicable to violations that arise or are triggered by (i) any alterations, additions or improvements (other than the Code Compliance Improvements) undertaken, or caused to be undertaken by Tenant, (ii) Tenant’s application(s) for any purposepermits (including, including without limitation limitation, building permits), licenses or approvals from any representations governmental or warranties regarding quasi-governmental authority (except for any applications for permits, licenses or approvals for the compliance construction of the Code Compliance Improvements), or (iii) Tenant’s use of the Premises Premises, but notwithstanding the foregoing Landlord shall be obligated for the Building’s compliance with the applicable zoning or regarding any other land use matters, provisions and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use requirement of the Premises as set forth in Item 3 ADA to the extent such compliance pertains to a violation of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease ADA existing as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date Commencement Date of this Lease for items of Landlord’s Work designated as “complete” on or is triggered within the attached Schedule A), and Building (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery but outside of the itemized punch list therefor as provided in Premises) by the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost construction or installation of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant any Code Compliance Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”).

Acceptance of Premises. Except By taking possession hereunder, Tenant acknowledges that ix xxx examined the Premises and accepts the condition thereof. Tenant acknowledges and agxxxx xhat Landlord has no obligation xx xxxxove the Premises other than as expressly provided set forth specifically in this Lease, if at all. In particular, Tenant acknowledges that neither any additional improvements or Alterations needed to accommodate Tenant's intended use shalx xx xade solely at Tenant's sole cost and expense, and strictly in accordance with the requirements of this Lease (including the requirement to obtain Landlord's consent thereto), unless such improvements and alterations are specifically required of Landlord. Landlord nor shall have no responsibility to do any representative of Landlord has made work required under any representation building codes or warranty with respect to other governmental requirements not in effect or applicable at the Premises, time the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purposePremises were constructed, including without limitation any representations requirements related to sprinkler retrofitting, seismic structural requirements, accommodation of disabled persons, or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant hazardous materials. Landlord shall be solely responsible as under no obligation to such matters. Furtherprovide utility, neither Landlord nor any representative of Landlord has made any representations telephone or warranties regarding (i) what other tenants service or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of access beyond that which exists at the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions date of this Lease, subject only unless Landlord specifically agrexx xx xxiting to (1) those defective provide the same. If it is anticipated that Tenant will be doing any Alterations or incomplete portions of installations prior to taking occupancy, any delays encountered by Tenant in accomplishing such work or obtaining any required permits therefor shall not delay the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (Commencement Date or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on that Tenant becomes liable to pay rent, or the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. date that Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall may effectively deliver possession of the Premises to Tenant. By taking possession hereunder, Tenant (such date acknowledges that ix xxxxpts the square footage of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided indelivered and as stated in this Lease. No discovery or alleged discovery after such acceptance of any variance in such square footage as set forth in this Lease (or in any proposal advertisement or other description thereof) shall be grounds for any adjustment in any element of the rent payable hereunder, unless such adjustment is initiated by and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)implemented by Landlord in writing.

Acceptance of Premises. Except as expressly provided set forth in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, Premises or the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project either for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, that neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or and the Project, or (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, . Tenant further acknowledges that neither Landlord nor any representative of Landlord has agreed to undertake any alterations or (iii) additions or construct any construction of portions of improvements to the Project not yet completed. Except Premises except as expressly provided in this Lease, Tenant’s lease . The taking of possession or use of the Premises by Tenant for any purpose other than construction shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established establish that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this LeaseLease in all respects, subject only to (1) those defective or incomplete portions except for latent defects in the construction of the Landlord’s Work Building and the Premises (as distinguished from wear and tear of building components requiring replacement thereof) and those matters which Tenant shall have itemized brought to Landlord's attention on a written punch list. The list shall be limited to any items required to be accomplished by Landlord under the Work Letter attached as EXHIBIT X, and shall be delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery term ("Term") of this Lease, Lease commences as provided in Article III below. Nothing contained in this Section shall affect the commencement of the Term or the obligation of Tenant to pay rent. Landlord shall deliver possession diligently complete all punch list items of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises which it is notified as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)above.

Acceptance of Premises. Except Replace Paragraph 2.4 with the following: Lessor warrants that, as expressly provided of the Commencement Date, no deferred maintenance is required to be performed on any of the electrical, plumbing or mechanical systems in this Lease, Tenant acknowledges the Premises and that neither Landlord nor such systems are in good working order. Lessee shall have the right to notify Lessor of any representative such deferred maintenance of Landlord has made any representation or warranty with respect required repairs to the Premiseselectrical, plumbing and mechanical systems within sixty (60) days following the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, Commencement Date and Tenant Lessor shall be solely responsible as for performance thereof or repairs thereto within fifteen (15) days following Lessee's timely delivery to Lessor of such mattersnotice. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord Lessee shall, at its Lessee's sole cost and expense, constructcomply with all of the requirements of municipal, repair and/or replace county, state, federal and other applicable governmental authorities now in force, or which may hereafter be in force, pertaining to Lessee's business operations in the items set forth on Schedule A attached to this Lease (collectivelyPremises, including, without limitation, the “Landlord’s Work”costs and expenses of compliance of Lessee's alterations, additions or improvements to the Premises with all requirements of applicable governmental authorities, and Lessee shall secure any necessary permits therefor and shall faithfully observe, in the Lessee's business operations in the Premises, all municipal, county, state, federal and other applicable governmental entities' requirements which are now in force, or which may hereafter be in force. Without limiting the generality of the foregoing sentence, Lessor agrees that Lessor shall be responsible for making alterations to the Premises which Lessor is required to maintain or repair if such alterations are required by changes in the law after the Term Commencement Date, and are not required as a result of (i) Lessee's particular manner of occupancy or business operations in the Premises, or (ii) any alterations, additions or improvements made by Lessee to the Premises (including, without limitation, the installation of Lessee's trade fixtures, equipment and furnishings in the Premises). The Landlord’s Work Lessee shall be constructed pay for all costs and expenses of any alterations required as a result of (i) Lessee's particular manner of occupancy or business operations in a good the Premises, or (ii) any alterations, additions or improvements made by Lessee to the Premises (including, without limitation, the installation of Lessee's trade fixtures, equipment and workmanlike manner furnishings in compliance with the Premises. Lessor warrants that the offices, rooms, structures and surrounding common areas owned by Lessor, including all applicable building codes parking lots, walkways, entrances, hallways and permitsother public spaces, elevators, and in accordance with other devices or pathways for ingress and exit to the scheduled completion dates for each component Premises, that might be used by customers, clients, invitees of Lessee and the general public, conform to all the requirements of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain American with Disabilities Act and all regulations issued by the U.S. Attorney General or other authorized agencies under the authorization of the Americans with Disabilities Act. The Lessor promises to reimburse and indemnify and defend the Lessee for any customary manufacturers/installers warranties for expenses incurred because of the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted failure of the Premises and those portions the Common Areas to conform with the above cited law and regulations, including the costs of making any alterations, renovations, or accommodations required by the American with Disabilities Act, or any governmental enforcement agency, or any court, any and all fines, civil penalties, and damages awarded against the Lessee resulting from violations of the Building above cited law and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A)regulations, and (2) Landlord’s obligations expressly set forth all reasonable legal expenses incurred in Section 2.4 below. Landlord shall correct any deficiencies with defending claims made under the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); above cited law and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blastingregulations, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)including reasonable attorney's fees.

Acceptance of Premises. Tenant has been in possession of, and conducting business in, the Premises under the Prior Lease and intends to continue conducting business in the Premises, without interruption between the Prior Lease Termination Date and the Commencement Date. Tenant accepts the Premises “as is”, in their condition as of the Commencement Date, without any qualifications, restrictions, or limitations, subject to all applicable Legal Requirements (as defined in Section 7) and Landlord’s repair and maintenance obligations under Section 13 and with respect to the exterior walls, roof structure (excluding the roof membrane) and the foundation. Further, since the Premises will not be empty and/or unoccupied at any time prior to the Commencement Date and Landlord will have no opportunity to inspect, examine, and/or audit the Premises in order to establish the condition of the Premises as of the Commencement Date, Landlord shall have no liability for any defects in the Premises (whether latent or patent). Nothing in the preceding sentence is intended to limit or reduce Landlord’s repair and maintenance obligations under Section 13 and with respect to the exterior walls, roof structure (excluding the roof membrane) and the foundation. Except for Landlord’s HVAC Work (as expressly provided defined in this LeaseSection 2(e)), the Roof Work (as defined in Section 2(f)), and any obligations under the Work Letter, Landlord shall have no obligation to perform any work or to refurbish, finish, or otherwise alter the Premises in order to prepare the Premises for Tenant’s use or occupancy. Tenant agrees and acknowledges that neither Landlord nor any representative agent of Landlord has made any representation or warranty with respect to the Premises, condition of all or any portion of the Building Premises or the Project. No representation or warranty is made concerning , and/or the suitability or fitness of the Premises, the Building Premises or the Project for any purpose, including without limitation any representations or warranties regarding the compliance conduct of Tenant’s use of the Premises with the applicable zoning or regarding any other land use mattersbusiness, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor waives any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in implied warranty that the Building Premises or the ProjectProject are suitable for the Permitted Use. Landlord, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in executing this Lease, does so in reliance upon Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shallrepresentations, at its sole cost and expensewarranties, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permitsacknowledgments, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Workagreements contained herein. Except as expressly provided Nothing contained in this Lease, Tenant shall be conclusively deemed paragraph is intended to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective limit or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) reduce Landlord’s obligations expressly set forth under Section 13 or make Tenant responsible for the matters described as exclusions to Operating Expenses in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two 5(a) - (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”x).

Acceptance of Premises. Except By taking possession hereunder, Tenant acknowledges that it has examined the Premises and accepts the condition thereof. Tenant acknowledges and agrees that Landlord has no obligation to improve the Premises other than as expressly provided set forth specifically in this Lease, if at all. In particular, Tenant acknowledges that neither any additional improvements or Alterations needed to accommodate Tenant's intended use shall be made solely at Tenant's sole cost and expense, and strictly in accordance with the requirements of this Lease (including the requirement to obtain Landlord's consent thereto), unless such improvements and alterations are specifically required of Landlord. Landlord nor shall have no responsibility to do any representative of Landlord has made work required under any representation building codes or warranty with respect to other governmental requirements not in effect or applicable at the Premises, time the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purposePremises were constructed, including without limitation any representations requirements related to sprinkler retrofitting, seismic structural requirements, accommodation of disabled persons, or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant hazardous materials. Landlord shall be solely responsible as under no obligation to such matters. Furtherprovide utility, neither Landlord nor any representative of Landlord has made any representations telephone or warranties regarding (i) what other tenants service or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of access beyond that which exists at the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions date of this Lease, subject only unless Landlord specifically agrees in writing to (1) those defective provide the same. It is anticipated that Tenant will be doing any Alterations or incomplete portions of installations prior to taking occupancy, any delays encountered by Tenant and not caused by Landlord or Landlord's agent or representative in accomplishing such work or obtaining any required permits therefor shall not delay the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (Commencement Date or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on that Tenant becomes liable to pay rent, or the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. date that Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall may effectively deliver possession of the Premises to Tenant. By taking possession hereunder, Tenant (such date acknowledges that it accepts the square footage of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided indelivered and as stated in this Lease. No discovery or alleged discovery after such acceptance of any variance in such square footage as set forth in this Lease (or in any proposal, advertisement or other description thereof) shall be grounds for any adjustment in any element of the rent payable hereunder, unless such adjustment is initiated by and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)implemented by Landlord in writing.

Acceptance of Premises. Except Tenant acknowledges that, except as expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, Premises or the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project either for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, that neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or and the Project, or (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, . Tenant further acknowledges that neither Landlord nor any representative of Landlord has agreed to undertake any alterations or (iii) additions or construct any construction of portions of improvements to the Project not yet completed. Except Premises except as expressly provided in this Lease, Tenant’s lease . The taking of possession or use of the Premises by Tenant for any purpose other than construction shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established establish that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this LeaseLease in all respects, subject only to except for (1i) those defective or incomplete portions of the Landlord’s Work matters which Tenant shall have itemized brought to Landlord's attention on a written punch list, which list shall be limited to any items required to be accomplished by Landlord under the Work Letter attached as Exhibit X, and delivered (ii) Landlord's other obligations specifically provided in this Lease, including without limitation, the responsibilities contained in Section 2.4 hereof. After the Tenant Improvements to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been Premises are substantially completed (excepting punch list items) and prior to the Commencement Date, Landlord shall cause the General Contractor to Inspect the Premises with the Tenant's representative and complete a punch list of unfinished or within forty five incorrect items of the Tenant Improvements. Authorized representatives for the Landlord and Tenant shall execute said punch list to indicate their approval thereof not later than thirty (4530) days following from and after the date of this Lease for Commencement Date. The items of Landlord’s Work designated as “complete” listed on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized such punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid completed by the Landlord within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery approval of such punch list or as soon thereafter as reasonably practicable. Nothing contained in this Lease, Section shall affect the commencement of the Term or the obligation of Tenant to pay rent. Landlord shall deliver possession diligently complete all punch list items of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises which it is notified as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)above.

Acceptance of Premises. Except By taking possession hereunder, Tenant acknowledges that it has examined the Premises and accepts the condition thereof, subject to the provisions of Section 25.8 below. Tenant acknowledges and agrees that, subject to the provisions of Section 25.8 below, Landlord has no obligation to improve the Premises other than as expressly provided set forth specifically in this Lease, if at all. In particular, Tenant acknowledges that neither any additional improvements or alterations needed to accommodate Tenant's intended use shall be made solely at Tenant's sole cost and expense, and strictly in accordance with the requirements of this Lease (including the requirement to obtain Landlord's consent thereto), unless such improvements and alterations are specifically required of Landlord. Landlord nor shall have no responsibility to do any representative of Landlord has made work required under any representation building codes or warranty with respect to other governmental requirements not in effect or applicable at the Premises, time the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purposePremises were constructed, including without limitation any representations requirements related to sprinkler retrofitting, seismic structural requirements, accommodation of disabled persons, or warranties regarding hazardous materials. Notwithstanding anything to the compliance of Tenant’s use of contrary contained herein, Landlord hereby represents that it shall deliver the Premises and the Center to Tenant, in good condition and repair with the applicable zoning or regarding any other land use matters, and Tenant all building systems in good working order. Landlord shall be solely responsible as under no obligation to such matters. Furtherprovide utility, neither Landlord nor any representative of Landlord has made any representations telephone or warranties regarding (i) what other tenants service or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of access beyond that which exists at the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions date of this Lease, subject only unless Landlord specifically agrees in writing to (1) those defective provide the same. If it is anticipated that Tenant will be doing any Alterations or incomplete portions of installations prior to taking occupancy, any delays encountered by Tenant in accomplishing such work or obtaining any required permits therefor shall not delay the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (Commencement Date or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on that Tenant becomes liable to pay rent, or the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. date that Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall may effectively deliver possession of the Premises to Tenant. By taking possession hereunder, Tenant (such date acknowledges that it accepts the square footage of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided indelivered and as stated in this Lease. No discovery or alleged discovery after such acceptance of any variance in such square footage as set forth in this Lease (or in any proposal, and subject to advertisement or other description thereof) shall be grounds for any adjustment in any component of the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)rent payable hereunder.

Acceptance of Premises. Except as expressly provided in this LeaseTenant has inspected the premises, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use mattersfurnishings, and Tenant shall equipment and has found them to be solely responsible as to such matterssatisfactory. FurtherAll plumbing, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Projectheating and electrical systems are operative and deemed satisfactory. Care, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost Cleaning and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to Maintenance: Tenants agree to: (1) those defective or incomplete portions keep the premises and furniture, clean and sanitary and in good repair, and upon termination of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered tenancy, to return the premises to Landlord within forty-five (45) days following Landlord’s written notice(s) in a condition identical to that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease which existed when Tenant took occupancy, except for items of Landlord’s Work designated as “complete” on the attached Schedule A), ordinary wear and tear; (2) immediately notify Landlord of any defects or dangerous conditions in and about the premises of which they become aware; and (3) reimburse Landlord, on demand by Landlord, for the cost of any repairs to the premises or furniture damaged by Tenant or their guests or invitees through misuse or neglect. This includes misuse that can lead to plumbing issues, broken or damaged furniture or windows. Landlord’s obligations expressly set forth Access for inspection and Emergency: Landlord (i.e. the property owner/manager or _____________________ {Landlord’s name} staff) may enter the premises in Section 2.4 belowthe event of an emergency, to make repairs or improvements. Landlord shall correct any deficiencies give Tenants reasonable notice of intent to enter. Tenant’s non-compliance with the Landlord’s Work promptly following delivery lawful request for entry is material breach of this Agreement that may be cause for immediate termination as provided herein and by the law. Prohibition of Assignment and Subletting: Tenants shall not sublet any portion of the itemized punch list therefor as provided in premises or assign this Agreement without the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface prior written consent of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (Landlord. Xxxxxx agrees to use the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers said premises solely for the Access Control Work and for the Floor Surfacing Work satisfactory purposes listed in section 3. Xxxxxx agrees to Tenant in its sole discretionmake no unlawful, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment improper or offensive use of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)premises.

Acceptance of Premises. Except Landlord shall deliver the Premises and existing Building systems serving the Premises including the roof in water tight condition, mechanical, electrical, HVAC, sprinkler and plumbing systems (collectively, “Building Systems”) in good working condition and operable. Upon Substantial Completion of the Landlord Work as expressly set forth on the Work Letter attached hereto as Exhibit E, the Premises are accepted by Tenant in “AS IS” condition and configuration, subject to the terms of this Lease (including the Punch List Items) and provided Landlord shall deliver the Premises vacant and in this Lease, good order and in broom clean condition. Tenant acknowledges agrees that neither Landlord nor any representative of Landlord Landlord’s agents has made any representation representations or warranty with respect warranties of any kind, express or implied, regarding the Premises, the Building, the Property or the Project, except as specifically set forth in this Lease. Except for the Landlord Work and as otherwise provided herein, Landlord shall not be obligated to make or pay for any alterations or improvements to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, If the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of Systems serving the Premises are not in good working condition during the 12-month period following the Commencement Date, then Landlord shall repair same at its cost, provided that Tenant shall have given written notice thereof to Landlord within said 12-month period setting forth with specificity the applicable zoning or regarding any other land use mattersnature and extent of such non-compliance, and further provided that Tenant shall be solely responsible as for the repair and maintenance of any Building Systems caused or due to such matters. Further, neither Landlord nor the willful or negligent acts of Tenant or any representative Tenant Parties and/or that arises out of Landlord has any tenant improvements or alterations made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work foregoing shall not be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the require Landlord to replace any Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” Systems (as defined in Section 3.2opposed to repairing same), which acceptance shall mean that it except to the extent replacement is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to necessary as determined by Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole commercially reasonable discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”).

Acceptance of Premises. Except as otherwise expressly provided herein, Tenant shall accept the Premises in its condition as of the Commencement Date, subject to all applicable laws, ordinances, regulations, covenants and restrictions. Except as otherwise expressly provided herein, landlord has made no representation or warranty as to the suitability of the Premises for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises are suitable for Tenant’s intended purposes. Except as otherwise expressly provided in this Leaselease, Tenant acknowledges that neither in no event shall Landlord nor have any representative of Landlord has made obligation for any representation or warranty with respect to limitation on the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness use of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance . The taking of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease possession of the Premises shall be on an “as is” basis. Landlord shall, conclusive evidence that the Premises were in good condition at its sole cost and expense, construct, repair and/or replace the time possession was taken except for items set forth on Schedule A attached to this Lease (collectively, the “that are Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in responsibility under this Lease. No later than 10 days after written demand is made therefor by landlord of Tenant, Tenant shall be conclusively deemed execute and deliver to have accepted landlord a Commencement Date Certificate in the Premises form of Exhibit C attached to and those portions hereby made a part of the Building and Project in which this Lease. Tenant has any rights under this Lease hereby acknowledges that as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions date of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) Premises are occupied by an existing tenant (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing WorkExisting Tenant”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work hereby acknowledges and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and agrees that Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall not deliver possession of the Premises to Tenant (until Landlord has obtained lawful possession of the Premises from the Existing Tenant. The lease of the Premises to the Existing Tenant expires on June 30, 2015. In the event the Existing Tenant does not vacate the Premises on or before the Commencement Date as provided above, then the Commencement Date of this Lease shall be extended on a per diem basis for every day of delay beyond the Commencement Date until such date as Landlord does obtain lawful possession of delivery of possession (the “Delivery Date”) for Premises from the Existing Tenant’s construction of those tenant improvements (. Notwithstanding the “Tenant Improvements”) foregoing, in the event landlord is unable to deliver possession of the Premises by December 1, 2015, excluding any delays resulting from a Tenant Delay (as provided indefined in Addendum 4), and subject then Tenant may terminate this Lease by giving notice to Landlord no later than December 5, 2015. Notwithstanding anything contained herein to the terms contrary, landlord represents and conditions ofwarrants that as of the date of this Lease, landlord has not received notice of any non-compliance with the Work Letter attached Legal Requirements. Landlord represents and warrants that as Exhibit X hereto (of the “Work Letter”)Commencement Date all Building systems, features and equipment shall be in good operating order and condition.

Acceptance of Premises. Except as expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises hereby agree that Landlord's Work as set forth in Item 3 Section I of the Basic Lease ProvisionsExhibit C shall be constructed by Landlord's contractor, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Xxxxx Construction Inc. Tenant’s lease 's acceptance of the Premises shall be on an “as is” basisdeferred until Landlord informs Tenant of the substantial completion of Landlord's Work or Tenant occupies the Premises, whichever occurs first. Landlord shallSubstantial completion shall mean the date certified by Landlord's architect when construction is sufficiently complete, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with Section I of Exhibit C. If no Tenant Improvements are to be constructed by Landlord as set forth in Section I of Exhibit C, then Tenant shall accept the scheduled completion dates for each component Premises in its "as-is" condition upon the Effective Date. Within ten (10) days ("Inspection Period") after the date Landlord informs Tenant of such substantial completion, Tenant shall make such inspection of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s WorkPremises as Tenant deems appropriate. Except as expressly provided otherwise specified by Tenant in this Leasewriting to Landlord within the Inspection Period, Tenant shall be conclusively deemed to have accepted the Premises in its condition and those portions of the Building and Project in which Tenant has any rights under this Lease except for latent defects, as of the “Early Occupancy Date” such date of substantial completion. If, as a result of such inspection, Tenant discovers items of Landlord's Work of a nature commonly found on a "punch list" (as defined such term is commonly used in Section 3.2the construction industry), which acceptance it reasonably believes are not completed in accordance with Section I of Exhibit C, Tenant shall mean that it is conclusively established that notify Landlord of such items prior to the Premises and those portions expiration of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 belowInspection Period. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery complete repair of the itemized all punch list therefor as provided items identified in Tenant's notice, which it reasonably believes require repair. The existence of such punch list items shall not postpone the foregoing. Landlord shall also provide two (2) allowances Commencement Date or the obligation of Tenant to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)pay Base Rent or Additional Rent.

Acceptance of Premises. Tenant shall accept the Premises in its condition as of the Commencement Date, subject to all applicable laws, ordinances, regulations, covenants and restrictions. Landlord has made no representation or warranty as to the suitability of the Premises for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises are suitable for Tenant’s intended purposes. Except as otherwise expressly provided in Paragraphs 10 and 11 of this Lease, Tenant acknowledges that neither in no event shall Landlord nor have any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project obligation for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of defects in the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matterslimitation on its use. Further, neither Landlord nor any representative The taking of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease possession of the Premises shall be on an “as is” basis. Landlord shall, conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at its sole cost and expense, construct, repair and/or replace the time possession was taken except for items set forth on Schedule A attached to this Lease (collectively, the “that are Landlord’s Work”)responsibility under Paragraph 10 and any punchlist items agreed to in writing by Landlord and Tenant. The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component No later than 10 days after written demand is made therefor by Landlord of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this LeaseTenant, Tenant shall be conclusively deemed execute and deliver to have accepted Landlord a Commencement Date Certificate in the Premises form of Exhibit C attached to and those portions hereby made a part of the Building this Lease. Landlord represents and Project in which Tenant has any rights under this Lease warrants that as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of Commencement Date the Building’s slab as more particularly provided HVAC, electrical, plumbing and other mechanical systems are in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (good working order. Upon the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full mutual execution and delivery of both this Lease and proof of insurance required by this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms of Addendum 4, Landlord shall allow Tenant access to the Premises for the purposes of (i) constructing the Tenant Improvements (set forth on Exhibit E), (ii) preparing the Premises for the commencement of Tenant’s normal business operations and conditions of(iii) the Permitted Use, subject to applicable ordinances and building codes governing Tenant’s right to occupy or perform in the Premises (“Early Occupancy”). During such Early Occupancy period prior to the Commencement Date, Tenant shall be bound by its obligations under the Lease, including the obligation to provide evidence of insurance, but shall not be obligated to pay the Monthly Base Rent or Operating Expenses payable by Tenant to Landlord as set forth in the Lease. Notwithstanding anything to the contrary herein, in the event Landlord does not provide Tenant access to the Premises upon Tenant’s satisfaction of insurance and Legal Requirements (and subject to Force Majeure), the Work Letter attached as Exhibit X hereto Commencement Date (and the “Work Letter”)timing of all increases in Base Rent set forth in Addendum 1) shall be delayed one day for each day that Landlord fails to provide Tenant such access; provided, however, no in event shall Landlord’s work on the Initial Improvements or presence in the Premises prior to the Commencement Date be deemed a failure to provide Tenant with access.

Acceptance of Premises. Except The taking of possession of the Premises by Tenant at the Commencement Date shall be conclusive evidence as expressly provided against the Tenant that Tenant accepts the same "as is" subject to the satisfaction of the Punch List Items, and that the Premises and the Building were in this Lease, Tenant acknowledges that neither good and satisfactory condition for the use intended at the time such possession was taken. Neither Landlord nor any representative of Landlord has Landlord's agents have made any representation representations or warranty promises with respect to the Premises, physical condition of the Building or the ProjectPremises, the rents, leases, expenses of operation, or any other matter or thing affecting or relating to the Premises except as herein expressly set forth, and no rights, easements or licenses are acquired by Tenant by implication or otherwise except as expressly set forth in the provisions of this Lease and the Building Option Agreement executed between the parties of even date herewith more particularly described in Exhibit I ("The Building Option Agreement"). No representation or warranty is made concerning Landlord and Tenant shall execute a memorandum of the suitability or fitness Building Option Agreement in recordable form which may at Tenant's sole option be recorded in the official records of Hillsborough County, Florida at Tenant's expense. Tenant will inspect the Premises and sign an Acceptance of Premises on the Commencement Date and be thoroughly acquainted with the condition of the Premises. Unless expressly stated herein to the contrary, the Building Landlord has no obligation to repair, improve, or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of add to the Premises with the applicable zoning or regarding any other land use matters, prior to Tenant's occupancy thereof and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good expenses and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this LeaseParagraph 7(b) hereof, subject only be responsible for any changes, alterations, repairs, or decorations to (1) those defective or incomplete portions the Premises prior to its occupancy thereof. Landlord agrees that it will cause the general contractor to furnish a payment and performance bond with a multi obligee rider in favor of Tenant, Landlord and the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered lender who is providing financing for improvements to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” be constructed on the attached Schedule APremises ("Lender"), and (2) Landlord’s obligations expressly set forth a surety in Section 2.4 belowan amount acceptable to the lender. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances negotiate all warranties and assign to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (at the “Access Control Allowance”) towards the cost Commencement Date all warranties that are assignable with respect to repair and/or replace the access control system in any improvements located on the Premises (including but not limited to the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (Building. During the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface construction of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of comply with the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) building codes, regulations and laws in existence in the Premises as provided inmunicipality, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)county and/or state which has jurisdiction over Landlord's work.

Acceptance of Premises. Except for latent defects as otherwise provided in this Lease and subject to Section 1.1 of Exhibit “D” hereto, Tenant hereby accepts the Premises in its “AS-IS” condition, and Landlord shall have no obligation to repair, restore, improve, remodel or refurbish the Premises other than as may be set forth in Exhibit “D”, provided that the Base Building Improvements (as defined in Exhibit “D” hereto), elevators lobbies, corridors and common areas, upon such delivery, shall be in compliance with Applicable Laws subject to applicable hardship variances and “grandfather” rights but shall otherwise be in first-class condition and operating order. By entering into possession of the Premises or any part thereof and except for such matters as Tenant shall specify to Landlord in writing within thirty (30) days thereafter, Tenant shall be conclusively deemed to have accepted the Premises and to have agreed that Landlord has performed all of its obligations hereunder with respect to the Premises and that such Premises is in satisfactory condition and in full compliance with the requirements of this Lease as of the date of such possession, except for latent defects and compliance with Applicable Laws as otherwise specifically required of Landlord under this Lease. With respect to latent defects, Landlord shall have no responsibility to correct or liability with respect to any latent defects in any portion of the Tenant Improvements installed by a contractor of Tenant but shall be responsible for repair of or liable for latent defects, if any, in the core and shell of the Building and in the Tenant Improvements installed by Landlord or Landlord’s contractors, subject to all applicable statutes of limitation. Except as otherwise expressly provided in this LeaseLease and except for use of the Premises for office purposes as permitted by the Certificate of Occupancy for the Building, Tenant acknowledges that neither Landlord nor any representative agent of Landlord has made any representation or warranty with respect to the Premises, the Building or any other portion of the Project. No , including without limitation, any representation or warranty is made concerning with respect to the suitability or fitness of the Premises, the Building or any other portion of the Project for any purpose, including without limitation any representations or warranties regarding the compliance conduct of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)business.

Acceptance of Premises. Except as expressly provided Upon occupancy date or commencement date, whichever occurs first, the Leased Premises shall be deemed acceptable by Tenant unless Tenant provides written notice of unacceptable premises to Landlord prior to or whichever comes first. Tenant and/or tenant’s agents, contractors, consultants, and/or brokers have completely inspected the premises and accept the Leased Premises “AS IS, A) Upon delivery of the premises unless otherwise specified in this Lease, Tenant acknowledges accepts premises in an “AS IS CONDITION”. It is agreed that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of occupying the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, a Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted formally accepts the Premises same and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established acknowledges that the Premises and those portions of the Building Property have been inspected by tenant or its agents and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided are in the foregoingcondition called for hereunder. Failure of Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (within the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) time and in the Premises condition provided for in this Lease will not give rise to any claim for damages by the Tenant against the Landlord or against the Landlord’s contractor. B) Square footages listed in this Lease are estimated gross square footage figures. Actual measurements may vary however, if so, Tenant by accepting premises in “AS IS CONDITION” does accept Lease and rates amounts as provided inlisted, and subject regardless of actual square footages of occupied premises. C) Within 30 days of lease commencement, Tenant is to the terms and conditions ofprovide Landlord with written “PUNCH LIST” of any deficiencies in Landlord’s “BUILD OUT” work. If no “PUNCH LIST” is provided, the Work Letter attached as Exhibit X hereto (the it is assumed that Tenant has accepted premises in “Work LetterAS IS CONDITION”).

Acceptance of Premises. Except as expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect Subject to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness provisions of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this LeaseAddendum Three, Tenant shall be conclusively deemed to have accepted accept the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease its condition as of the “Early Occupancy Commencement Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list all applicable laws, ordinances, regulations, covenants and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 belowrestrictions. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. agrees that upon Tenant's written request, received by Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect after the Commencement Date, Landlord shall have the Premises measured to the covered workexterior dripline by an architect mutually agreed upon by Landlord and Tenant. Promptly While the measurement is being performed, Tenant shall pay the amounts reflected herein at the times required by this Lease. If the rentable square footage of the Premises varies from and after the full execution and delivery that referenced on Page One of this Lease, then the monthly Base Rent and Estimated Operating Expenses shall be increased or decreased, as appropriate, based on the rates per square foot referenced on Page One of this Lease multiplied by the number of rentable square feet. Tenant and Landlord agree that they will execute an amendment to the lease to reflect such adjusted amounts. Any additional amounts due from Tenant shall be paid by Tenant upon Tenant's execution of the amendment and any amount due from Landlord shall deliver be credited against Tenant's next payment of monthly Base Rent and Operating Expenses. Except as provided in this Lease, Landlord has made no representation or warranty as to the suitability of the Premises for the conduct of Tenant's business, and Tenant waives any implied warranty that the Premises are suitable for Tenant's intended purposes. Except as provided in Paragraph 10 or elsewhere in this Lease, in no event shall Landlord have any obligation for any defects in the Premises (except for latent defects at Landlord's sole cost and expense) or any limitation on its use. The taking of possession of the Premises to shall be conclusive evidence that Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in accepts the Premises as provided inand that the Premises were in good condition at the time possession was taken except for items that are Landlord's responsibility under Paragraph 10, latent defects, or elsewhere in this Lease and subject any punch list items agreed to the terms in writing by Landlord and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)Tenant.

Acceptance of Premises. Except By taking possession hereunder, Xxxxxx acknowledges that it has examined the Premises and accepts the condition thereof. Xxxxxx acknowledges and agrees that Landlord has no obligation to improve the Premises other than as expressly provided set forth specifically in this Lease. In particular, Tenant acknowledges that neither Landlord nor any representative additional improvements or alterations needed to accommodate Tenant’s intended use shall be made solely at Tenant’s sole cost and expense, and strictly in accordance with the requirements of Landlord has made any representation or warranty with respect this Lease (including the requirement to obtain Landlord’s consent thereto), unless such improvements and alterations are specifically required of Landlord. Except to the Premisesextent set forth in Section 11.2 hereof, Landlord shall have no responsibility to do any work required under any building codes or other governmental requirements not in effect or applicable at the Building or time the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purposePremises were constructed, including without limitation any representations requirements related to sprinkler retrofitting, seismic structural requirements, accommodation of disabled persons, or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant hazardous materials. Landlord shall be solely responsible as under no obligation to such matters. Furtherprovide utility, neither Landlord nor any representative of Landlord has made any representations telephone or warranties regarding (i) what other tenants service or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of access beyond that which exists at the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions date of this Lease, subject only unless Xxxxxxxx specifically agrees in writing to (1) those defective provide the same. If it is anticipated that Tenant will be doing any Alterations or incomplete portions of installations prior to taking occupancy, any delays encountered by Tenant in accomplishing such work or obtaining any required permits therefor shall not delay the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (Commencement Date or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on that Tenant becomes liable to pay rent, or the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. date that Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall may effectively deliver possession of the Premises to Tenant (such date Tenant. By taking possession hereunder, Xxxxxx acknowledges that it accepts the square footage of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided indelivered and as stated in this Lease. No discovery or alleged discovery after such acceptance of any variance in such square footage as set forth in this Lease (or in any proposal, advertisement or other description thereof) shall be grounds for any adjustment in any component of the rent payable hereunder, unless such adjustment is initiated by and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)implemented by Landlord.