Common use of Adjustment of Commencement Date; Possession Clause in Contracts

Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. 3.02 Subject to Landlord’s obligation, if any, to perform Landlord Work, the Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by Landlord. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition. Landlord shall not be liable for a failure to deliver possession of the Premises or any other space due to the holdover or unlawful possession of such space by another party, however Landlord shall use reasonable efforts to obtain possession of the space. The commencement date for the space, in such event, shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. If Tenant takes possession of the Premises before the Commencement Date, such possession shall be subject to the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. However, except for the cost of services requested by Tenant (e.g. freight elevator usage), Tenant shall not be required to pay Rent for any days of possession before the Commencement Date during which Tenant, with the approval of Landlord, is in possession of the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal property.

Adjustment of Commencement Date; Possession. 3.01 If Pursuant to the Work Letter, Landlord is required shall use commercially reasonable efforts to perform complete the Landlord Work (as defined in the Work Letter attached as Exhibit C) prior to the Commencement Date: July 1, 2007 (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) ). In the actual Commencement Date shall be the date on which event the Landlord Work is Substantially Complete (defined below); and (c) before or after the Termination Date will Target Commencement Date, the last day date of Substantial Completion of the Term as determined based upon Landlord Work shall be the actual Commencement Date. Landlord shall provide the Tenant will five (5) business days advance notice of Substantial Completion. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date Date, subject to Tenant Delay as hereafter provided, shall not be a default by Landlord or otherwise render Landlord liable for damagesdamages except that the Tenant may remain in its existing premises in the Building located on the third (3rd) floor of “building 2” in Suite No. 232 (the “Prior Premises”) pursuant to the lease dated December 14, 2004 between Landlord (successor-in-interest to Lexington Corporate Center Associates, LLC) and Tenant (the “Prior Lease”) without being deemed in holdover until such time as the Landlord Work is Substantially Complete. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which the Termination Date occurs by the mutual execution of a in such commencement letter agreement setting forth such adjusted dateagreement. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has substantially been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises and the Landlord has delivered a Certificate of Occupancy for the Premises, to the extent same is required. If Landlord is delayed in the performance of the Landlord Work or its ability to deliver a Certificate of Occupancy, to the extent required, as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, the relocation of the existing supplemental HVAC unit by the Tenant, the Tenant’s failure to comply with any of its obligations under this Lease, Lease or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work Commencement Date shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work would have been completed absent any a Tenant Delay. In order for a Tenant Delay to occur, the Landlord shall notify the Tenant that a Tenant Delay is about to occur specifying the action required by the Tenant. The Tenant shall have three (3) business days to comply before a Tenant Delay occurs. In the event the Commencement Date does not occur on or before November 1, 2007, due to the fault of the Landlord, subject to Force Majeure and Tenant Delay, then Tenant may terminate this Lease upon written notice to Landlord effective thirty (30) days after Landlord’s receipt of such notice; provided however that if Substantial Completion occurs within said thirty (30) days, such termination notice shall be void and without force or effect. Upon any such termination, Landlord shall return all amounts paid by Tenant hereunder and thereafter the obligations of the parties hereunder shall be null and void and without recourse to either party. 3.02 Subject to Landlord’s obligation, if any, obligation to perform Landlord Work, the Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by LandlordLandlord except as otherwise specifically set forth in this Lease. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition. Landlord shall not be liable for a failure to deliver possession of the Premises or any other space due to the holdover or unlawful possession of such space by another party, however Landlord shall use reasonable efforts to obtain possession of the space. The commencement date for the space, in such event, shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. If Tenant takes possession of the Premises before the Commencement Date, such possession shall be subject to the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. However, except for the cost of services requested by Tenant (e.g. freight elevator usage), Tenant shall not be required to pay Rent for any days of possession before the Commencement Date during which Tenant, with the approval of Landlord, is deemed to be in possession of the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal propertyproperty or cabling. Any work to be performed by Tenant shall be subject to all of the terms and provisions of this Lease. Landlord shall provide such access prior to the Commencement Date provided that (i) Landlord has received all insurance certificates required hereunder and (ii) such access does not interfere with work being performed by Landlord in the Premises prior to the Commencement Date.

Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date3.01. The Landlord Work shall be deemed to be “Substantially Complete” on the later of (i) the date that all Landlord Work has been performedperformed in a good and workmanlike manner, other than any minor details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises; and (ii) the date that Landlord receives from the appropriate governmental authorities, with respect to the Landlord Work performed by Landlord or its contractors in the Premises, all approvals necessary for the occupancy of the Premises for the Permitted Use (or would have received such approvals absent any Tenant Delays). If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the Tenant’s specification of any materials or equipment with long lead times (each a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. Landlord shall use reasonable efforts to notify Tenant, orally or in writing, if any choice specified by Tenant of materials or equipment is a long lead item which may cause a Tenant Delay. If Landlord determines that Landlord will be unable to deliver the Premises in the condition required under Section 1.06 hereof by the Target Commencement Date, then Landlord shall use its reasonable efforts to provide Tenant with notice (orally or in writing) at least 2 weeks prior to the Target Commencement Date of the same and include in such notice Landlord’s projected delivery date. Notwithstanding anything to the contrary in Section 1.06 above, Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date (described in Section 1.06) shall not be a default by Landlord or otherwise render Landlord liable for damages except to the extent provided in Section 3.03 hereof. Promptly after the determination of the Commencement Date, Landlord and Tenant shall execute and deliver a commencement letter in the form attached as Exhibit D (the “Commencement Letter”). Tenant’s failure to execute and return the Commencement Letter, or to provide written objection to the statements contained in the Commencement Letter, within 30 days after the date of Tenant’s receipt or deemed receipt of the Commencement Letter shall be deemed an approval by Tenant of the statements contained therein. 3.02 3.02. Subject to Landlord’s obligation, if any, obligation to perform Landlord WorkWork in the manner described in Section 3.01 hereof, the Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by Landlord. By taking possession of the PremisesPremises in the condition and as provided in Section 3.01, Tenant agrees that the Premises are in good order and satisfactory condition. Tenant’s acceptance of the Premises shall be subject to Landlord’s obligation to correct any of the Landlord Work not performed as required hereunder, which is as set forth on a construction punch list prepared by Landlord and Tenant in accordance with the following terms. Within 15 days after Landlord has provided Tenant with notice (which may be oral or by email) that the Landlord Work is Substantially Complete, Landlord and Tenant shall together conduct an inspection of the Premises and prepare a “punch list” setting forth any portions of the Landlord Work that are not in conformity with the Landlord Work as required by the terms of this Lease. Notwithstanding the foregoing, at the request of Landlord, such construction punch list shall be mutually prepared by Landlord and Tenant prior to the date on which Tenant first begins to move its furniture, equipment or other personal property into the Premises. Landlord, as part of the Landlord Work, shall use good faith efforts to correct all such items within a reasonable time following the completion of the punch list. Notwithstanding the foregoing, Landlord shall be responsible for latent defects in the Landlord Work of which Tenant notifies Landlord to the extent that the correction of such defects is covered under valid and enforceable warranties given Landlord by contractors or subcontractors performing the Landlord Work. Landlord, at its option, may pursue such claims directly or assign any such warranties to Tenant for enforcement. Except as otherwise provided in this Lease, Tenant shall not be liable for a failure permitted to deliver take possession of or enter the Premises or any other space due prior to the holdover or unlawful possession of such space by another party, however Landlord shall use reasonable efforts to obtain possession of the space. The commencement date for the space, in such event, shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any partyCommencement Date without Landlord’s permission. If Tenant takes possession of or enters the Premises before the Commencement Date, such possession Tenant shall be subject to the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. HoweverLease; provided, however, except for the cost of services requested by Tenant (e.g. freight elevator usageafter hours HVAC service), Tenant shall not be required to pay Rent for any days of entry or possession before the Commencement Date during which Tenant, with the approval of Landlord’s approval, has entered, or is in possession of of, the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal property. However, notwithstanding the foregoing but subject to the terms of this Section 3.02, Landlord shall use its reasonable efforts to permit Tenant to enter the Premises after written notice from Landlord, at Tenant’s sole risk, at least 15 days prior to the Commencement Date, solely for the purpose of installing equipment, furnishings and other personalty provided that such installations do not interfere with the Landlord Work. The parties agree to cooperate reasonably to coordinate their respective access to and work within the Premises so as to minimize any delay in the performance of the Landlord Work. Landlord may withdraw such permission to enter the Premises prior to the Commencement Date at any time that Landlord reasonably determines that such entry by Tenant is causing a dangerous situation for Landlord, Tenant or their respective contractors or employees, or if Landlord reasonably determines that such entry by Tenant is hampering or otherwise preventing Landlord from proceeding with the completion of the Landlord Work at the earliest possible date, provided that Landlord agrees to act reasonably in making any such determination in light of the mutual obligation of Landlord and Tenant to cooperate reasonably to coordinate their respective work as set forth above. 3.03. If the Commencement Date has not occurred on or before the Target Commencement Date, Tenant shall be entitled to a rent abatement following the Base Rent Abatement Period of $1,030.23 for every day in the period beginning on the Target Commencement Date and ending on the Commencement Date. Landlord and Tenant acknowledge and agree that: (i) the determination of the Commencement Date shall take into consideration the effect of any Tenant Delays; and (ii) the Target Commencement Date shall be postponed by the number of days the Commencement Date is delayed due to events of Force Majeure.

Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will be the last day of the Term as determined based upon a period of 12 months and 0 days from the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. D which commencement letter agreement shall be deemed accepted by Tenant if not executed and returned to Landlord by Tenant within 30 days after the date that Landlord delivers the commencement letter agreement to Tenant for execution. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. 3.02 Subject to Landlord’s obligation, if any, to perform Landlord Work, the Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by Landlord. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition. Landlord shall not be liable for a failure to deliver possession of the Premises or any other space due to the holdover or unlawful possession of such space by another party, however Landlord shall use reasonable efforts to obtain possession of the space. The commencement date for the space, in such event, shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. If Tenant takes possession of the Premises before the Commencement Date, such possession shall be subject to the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. However, except for the cost of services requested by Tenant (e.g. freight elevator usage), Tenant shall not be required to pay Rent for any days of possession before the Commencement Date during which Tenant, with the approval of Landlord, is in possession of the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal property.

Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will the last day of the Term as determined based upon the actual Commencement Date. At Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Daterequest, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. Tenant’s failure to execute and return the commencement letter, or to provide written objection to the statements contained in the letter, within 30 days after the date of the letter shall be deemed an approval by Tenant of the statements contained therein. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which the Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. 3.02 Subject to Landlord’s obligation, if any, to perform Landlord Work, the The Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by Landlord. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition. Landlord shall not be liable for a failure to deliver possession of the Premises or any other space due to the holdover or unlawful possession of such space by another party, however Landlord shall use reasonable efforts to obtain possession of the space. The commencement date for the space, in such event, shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. If Tenant takes possession of the Premises before the Commencement Date, such possession shall be subject to the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. However, except for the cost of services requested by Tenant (e.g. freight elevator usage), Tenant shall not be required to pay Rent for any days of possession before the Commencement Date during which Tenant, with the approval of Landlord, is in possession of the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal property.

Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target {QuinStreet, Inc. -6-00004264.} May 30, 2003 Matter ID Number: 7329 Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages; provided, however, that if the Commencement Date has not occurred on or before October 16, 2003 (the “Outside Completion Date”), Tenant shall be entitled to a rent abatement following the Commencement Date, in addition to the Abated Base Rent described in Section 1.03, of $2,171.82 for every day in the period beginning on the Outside Completion Date and ending on the Commencement Date. Landlord and Tenant acknowledge and agree that the Outside Completion Date shall be postponed by the number of days the Commencement Date is delayed due to events of Force Majeure. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the later of (a) the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises, in a good and workmanlike manner and in compliance with the Plans (as defined in the Work Letter and subject to any revisions to the Plans approved by Landlord and Tenant in accordance with the Work Letter), and (b) the date Landlord receives from the appropriate governmental authorities all approvals necessary for the occupancy of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. 3.02 Subject to Landlord’s obligation, if any, obligation to perform Landlord Work and the Common Area Work, the Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by Landlord. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition. Notwithstanding the foregoing, except to the extent caused by Tenant or any Tenant Related Party, as of the Commencement Date, the Building electrical, heating, ventilation and air conditioning, mechanical and plumbing systems serving the Premises and the Common Areas of the Building shall be in good order and satisfactory condition and in compliance with applicable Laws (as defined in Section 5). If the foregoing are not in good working order or compliance as provided above, Landlord shall be responsible for repairing or restoring same, or correcting such violations, at its cost and expense, provided that the foregoing shall not be liable for a failure to deliver possession prohibit Landlord from including the cost of the Premises or any other space due to the holdover or unlawful possession routine maintenance and repair of such space by another party, however Landlord shall use reasonable efforts to obtain possession of the space. The commencement date for the space, Building systems in such event, shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any partyExpenses as otherwise permitted under Section 4.02 hereof. If Tenant takes possession of the Premises before the Commencement Date, such possession shall be subject to the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. However, except for the reasonable cost of services requested by Tenant (e.g. freight elevator usage), Tenant shall not be required to pay Rent for any days of possession before the Commencement Date during which Tenant, with the approval of Landlord, is in possession of the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal property. Notwithstanding the foregoing but subject to the terms of this Section 3.02, Landlord grants Tenant the right to enter the Premises, at Tenant’s sole risk, thirty (30) days prior to Landlord’s then reasonable estimate of the Commencement Date, for the purpose of installing telecommunications and data cabling, fiber optic links, equipment, furnishings and other personalty, and for conducting business operations in the Premises. Landlord may withdraw such permission to enter the Premises prior to the Commencement Date at any time that Landlord reasonably determines that such entry by Tenant is causing a dangerous situation for Landlord, Tenant or their respective contractors or employees, or if Landlord reasonably determines that such entry by Tenant is hampering or otherwise preventing Landlord from proceeding with the completion of Landlord’s Work at the earliest possible date.

Adjustment of Commencement Date; Possession. 3.01 If Since Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will be the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. Tenant’s failure to execute and return the commencement letter, or to provide written objection to the statements contained in the letter, within 30 days after the date of the letter shall be deemed an approval by Tenant of the statements contained therein. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which the Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the on the later of (i) the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises; and (ii) the date Landlord receives from the appropriate governmental authorities, with respect to the Landlord Work performed by Landlord or its contractors in the Premises, all approvals necessary for the occupancy of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. 3.02 Subject to Landlord’s obligation, if any, obligation to perform Landlord Work, the Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by Landlord. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition. Notwithstanding the foregoing, Landlord shall be responsible for latent defects in the Landlord Work of which Tenant notifies Landlord to the extent that the correction of such defects is covered under valid and enforceable warranties given Landlord by contractors or subcontractors performing the Landlord Work. Landlord, at its option, may pursue such claims directly or assign any such warranties to Tenant for enforcement. Landlord shall not be liable for a failure to deliver possession of the Premises or any other space due to the holdover or unlawful possession of such space by another party, however Landlord shall use reasonable efforts to obtain possession of the space. The commencement date for the space, in such event, shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any partyparty and with the Landlord Work Substantially Complete. If the Landlord Work is Substantially Complete prior to the Target Commencement Date of July 1, 2005, Tenant shall be entitled to possess the Premises for the conduct of its business operations, but if Tenant takes possession of the Premises before the Target Commencement Date, such possession shall be subject to the terms and conditions of this Lease and Tenant shall Lease, provided, however, that in such event Tenant’s obligation to pay Rent (defined in Section 4.01) shall not commence until the earlier of (i) 45 days subsequent to Landlord for each day Tenant taking possession of possession before the Commencement DatePremises, or (ii) July 1, 2005. However, except Except for the cost of services requested by Tenant (e.g. e.g., freight elevator usage), Tenant shall not be required to pay Rent for any days of possession before the Commencement Date during which Tenant, with the approval of Landlord, is in possession of the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal property.

Adjustment of Commencement Date; Possession. 3.01 The Landlord shall deliver the Premises with Landlord’s Work Substantially Complete (as defined in Exhibit C) on August 15, 2009 to Tenant. In the event Landlord delivers the Premises to Tenant Substantially Complete prior to August 15, 2009, Tenant shall have early use of the Premises commencing on such delivery date for all purposes including moving in, installation of technology, furniture and trade fixtures, as well as for the Permitted Use, but the Commencement Date shall nonetheless be August 15, 2009. If for any reason whatsoever, Landlord is required unable to perform Landlord deliver possession of the Premises to Tenant with the Landlord’s Work Substantially Complete on or prior to August 15, 2009, then this Lease shall remain in full force and effect and the Commencement Date: (a) Date shall automatically be adjusted forward on a day-for-day basis until the date on which Landlord delivers possession of the Premises to Tenant with the Landlord’s Work Substantially Complete. In the event Landlord does not deliver the Premises to Tenant Substantially Complete by September 15, 2009, as such date is extended due to Force Majeure and Tenant Delay (as defined in Exhibit C) (the “Late Delivery Threshold”), then each day of delay after the Late Delivery Threshold shall result in an increase in the Base Rent abatement set forth in Section 1.06 as 1.03 of one day (by way of example only, if there is no Force Majeure and no Tenant Delay and Landlord delivers the Commencement Date shall instead be defined as Premises Substantially Complete on September 17, 2009, the “Target Commencement Date”; (b) the actual Commencement Date Base Rent abatement period shall be 92 days instead of 90 days). In the event Landlord fails, for any reason other than Force Majeure, to deliver possession of the Premises as required by this Lease on or before November 15, 2009 (which date shall be extended for each day of Tenant Delay), then Tenant may elect, upon notice to Landlord, given any time prior to the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will the last day of the Term as determined based such delivery, to terminate this Lease effective upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all is thirty (30) days following such notice; provided that if Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use delivers possession of the PremisesPremises prior to the end of such 30-day period, then such termination shall be of no force or effect. If In the event Landlord is delayed in the performance fails, due to Force Majeure alone, to deliver possession of the Landlord Work Premises as a result required by this Lease on or before December 15, 2009 (which date shall be extended for each day of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), then Tenant may elect, upon notice to Landlord, given any time prior to the Landlord Work shall be deemed date of such delivery, to be Substantially Complete on terminate this Lease effective upon the date that is thirty (30) days following such notice; provided that if Landlord could reasonably have been expected delivers possession of the Premises prior to Substantially Complete the Landlord Work absent any Tenant Delayend of such 30-day period, then such termination shall be of no force or effect. 3.02 Subject to Landlord’s obligationobligations under this Lease, if any, including the obligation to perform Landlord Landlord’s Work, the Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by LandlordLandlord express or implied except as expressly provided in this Lease. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition; provided, this shall not limit the Landlord’s obligations under the provisions of this Lease including, without limitation, Section 7 (Building Services) and Section 9.02. Landlord shall also be obligated to cure any violations of laws with respect to the Premises (including the Americans with Disabilities Act) which may exist as of the Commencement Date, if any, within a reasonable period of time after the Landlord becomes aware of same. In the event Landlord’s Work triggers any necessary additional work to the Premises, Building or Complex to comply with any laws (including the Americans with Disabilities Act), Landlord shall be solely responsible for completing such additional work at Landlord’s sole cost and expense. Except as set forth in Section 3.01, Landlord shall not be liable for a failure to deliver possession of the Premises Premises, or any other space space, due to the holdover or unlawful possession of such space by another party; provided, however however, that Landlord shall use reasonable efforts to obtain possession of the space. The commencement date for the space, in such event, shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. If Tenant takes possession of the Premises Premises, or any portion thereof, before the Commencement Date, such possession shall be subject to the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement DateLease. However, except for the cost of services requested by Tenant (e.g. freight elevator usage)Tenant, Tenant shall not be required to pay Rent for any days of possession before the Commencement Date during which Tenant, with the approval of Landlord, is in possession of the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal propertyDate.

Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will be the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. Tenant’s failure to execute and return the commencement letter, or to provide written objection to the statements contained in the letter, within 30 days after the date of the letter shall be deemed an approval by Tenant of the statements contained therein. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which the Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. 3.02 Subject to Landlord’s obligation, if any, to perform Landlord Work, the Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by Landlord. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition. Landlord shall not be liable for a failure to deliver possession of the Premises or any other space due to the holdover or unlawful possession of such space by another party, however Landlord shall use reasonable efforts to obtain possession of the space. The commencement date for the space, in such event, shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. If Tenant takes possession of the Premises before the Commencement Date, such possession shall be subject to the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. However, except for the cost of services requested by Tenant (e.g. freight elevator usage), Tenant shall not be required to pay Rent for any days of possession before the Commencement Date during which Tenant, with the approval of Landlord, is in possession of the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal property.

Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Landlord’s Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Landlord’s Work is Substantially Complete (defined below); and (c) the Termination Expiration Date will be the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Landlord’s Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after After the determination of the Commencement Date, Landlord and shall send to Tenant shall enter into a commencement date letter agreement in the form attached hereto as Exhibit D. E. Tenant’s failure to execute and return the letter, or to provide written objection to the statements contained in the letter, within thirty (30) days after the date of the letter shall be deemed an approval by Tenant of the statements contained therein. If the Termination Expiration Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Expiration Date to the last day of the calendar month in which Termination the Expiration Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Landlord’s Work shall be deemed to be “Substantially Complete” on the date that all Landlord a certain portion of Landlord’s Work has been performed, other than any details so that Tenant may occupy that portion of construction, mechanical adjustment the Premises for the operation of Tenant’s business. Tenant acknowledges and agrees that all of Landlord’s Work will not be completed as of the Commencement Date and Landlord may complete the remainder of Landlord’s Work within thirty (30) days following the Commencement Date and the Commencement Date shall not be adjusted or any other similar matter, postponed due to Landlord’s Work not being completed prior to the non-Commencement Date. Landlord shall notify Tenant of the date that Landlord’s Work is Substantially Complete. Following completion of which does not materially interfere with TenantLandlord’s use Work, Landlord and Tenant shall mutually prepare a list of the Premises“punch-list items” to be completed by Landlord within a reasonable time. If Landlord is delayed in the performance of the Landlord Landlord’s Work as a result of the any acts of Tenant or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective its contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to timely comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (any such delay, a “Tenant Delay”), the Landlord Landlord’s Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Landlord’s Work absent any Tenant Delay. Notwithstanding anything contained herein to the contrary, if Landlord’s Work has not been fully performed, other than punch list items, prior to February 1, 2016 for any reason other than a Tenant Delay or a delay due to Force Majeure, then for each day between February 1, 2016 and the date that Landlord’s Work is fully performed, Tenant shall receive one (1) day of Rent abatement in addition to the Abated Base Rent set forth in Section 1.03. Further, if the Landlord’s Work is not fully performed, other than the punch list items, prior to March 17, 2016 for any reason other than a Tenant Delay or a delay due to Force Majeure, Tenant shall have the right to terminate this Lease by providing written notice to Landlord. 3.02 Subject to Landlord’s obligation, if any, to perform Landlord Landlord’s Work (and any punch-items resulting from Landlord’s Work), the Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by Landlord. By taking possession of the Premises, subject to this Section 3.02, Tenant agrees that the Premises are in good order and satisfactory condition. Notwithstanding the foregoing, Landlord shall be responsible for latent defects in Landlord’s Work of which tenant notifies Landlord. Landlord, at its option, may assign any valid and enforceable warranties given to Landlord by contractors or subcontractors performing Landlord’s Work directly to Tenant for enforcement. Landlord shall not be liable for a failure to deliver possession of the Premises or any other space due to the holdover or unlawful possession of such space by another party, however Landlord shall use reasonable efforts to obtain possession of the space. The commencement date Commencement Date for the spacePremises, in such event, shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. If Tenant takes possession of the Premises for the conduct of its business before the Commencement Date, such possession shall be subject to the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. However, except for the cost of services requested by Tenant (e.g. freight elevator usage), Tenant shall not be required to pay Rent for any days of possession before the Commencement Date during which Tenant, with the approval of Landlord, is in possession of the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal property.

Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “"Target Commencement Date”"; (b) the actual Commencement Date shall be the later of (i) the date on which the Landlord Work and the Base Building Work (defined in the Work Letter) is Substantially Complete (defined below)) and (ii) May 1, 2004; provided, however, that Landlord will give Tenant written notice at least 10 Business Days before the estimated date upon which Landlord expects the Premises to be Substantially Complete, and Tenant shall in return give Landlord written notice whether it elects to take possession of the Premises on or after the date upon which the Premises are estimated to be Substantially Complete, but before May 1, 2004, and the date Tenant so elects shall be the actual Commencement Date; and (c) the Termination Date will be the last day of the Term as determined based upon the actual Commencement Date, and which date shall be the expiration of the 96th full calendar month following the actual Commencement Date. Landlord’s 's failure to Substantially Complete the Landlord Work and the Base Building Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work and the Base Building Work shall each be deemed to be “"Substantially Complete” " on the later of (i) the date that all of the Landlord Work has and the Base Building Work have been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion noncompletion of which does not materially interfere with Tenant’s 's use of the Premises; and (ii) the date Landlord receives from the appropriate governmental authorities, with respect to the Landlord Work and the Base Building Work performed by Landlord or its contractors in the Premises, all approvals necessary for the occupancy of the Premises. Notwithstanding anything contained herein to the contrary, Tenant shall have three hundred (300) days from the Substantial Completion of Landlord Work and the Base Building Work in which to discover and notify Landlord of any latent defects in the Landlord Work and/or the Base Building Work. Landlord shall be responsible for the correction of any latent defects with respect to which it received timely notice from Tenant. If Landlord is delayed in the performance of the Landlord Work and/or the Base Building Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s 's failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “"Tenant Delay”"), the Landlord Work and Base Building Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work and Base Building Work absent any Tenant Delay. Tenant's acceptance of the Premises shall be subject to Landlord's obligation to correct portions of the Landlord Work and/or the Base Building Work, as the case may be, as set forth on a construction punch list prepared by Landlord and Tenant in accordance with the terms hereof. Within 15 days after Substantial Completion of the Landlord Work and the Base Building Work, Landlord and Tenant shall together conduct an inspection of the Premises and prepare a "punch list" setting forth any portions of the Landlord Work and/or the Base Building Work that are not in conformity with the Landlord Work and/or the Base Building Work as required by the terms of the Work Letter. Notwithstanding the foregoing, at the request of Landlord, such construction punch list shall be mutually prepared by Landlord and Tenant prior to the date on which Tenant first begins to move its furniture, equipment or other personal property into the Premises. Landlord shall use good faith efforts to correct all such items within a reasonable time following the completion of the punch list. Notwithstanding the foregoing, if the Commencement Date has not occurred on or before December 31, 2004 (the "Required Completion Date"), Tenant, as its sole remedy, may terminate this Lease by giving Landlord written notice of termination on or before the earlier to occur of: (i) 5 Business Days after the Required Completion Date; and (ii) the Commencement Date. Landlord shall in no event knowingly and falsely represent to Tenant that the Landlord Work and/or the Base Building Work is Substantially Complete in a bad faith effort to avoid Tenant's termination right as described in the preceding sentence. In such event, this Lease shall be deemed null and void and of no further force and effect and Landlord shall promptly refund any prepaid rent and Security Deposit previously advanced by Tenant under this Lease and, so long as Tenant has not previously defaulted under any of its obligations under the Work Letter, the parties hereto shall have no further responsibilities or obligations to each other with respect to this Lease. Landlord and Tenant acknowledge and agree that: (x) the determination of the Commencement Date shall take into consideration the effect of any Tenant Delays; and (y) the Required Completion Date shall be postponed by the number of days the Commencement Date is delayed due to events of Force Majeure; provided, however, that with respect to any postponements of the Required Completion Date made in accordance with clause (y) above only, the Required Completion Date shall in no event be postponed beyond March 31, 2005. 3.02 Subject to Landlord’s 's obligation, if any, to perform Landlord WorkWork and the Base Building Work and any express representation, warranty or covenant of Landlord set forth herein or in any exhibit hereto, including without limitation the Work Letter, the Premises are accepted by Tenant in “"as is” " condition and configuration without any representations or warranties by Landlord. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition. Landlord shall not be liable for a failure to deliver possession of the Premises or any other space due to the holdover or unlawful possession of such space by another party, however Landlord shall use reasonable efforts to obtain possession of the space. The commencement date for the space, in such event, shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. If Tenant takes possession of the Premises before the Commencement Date, such possession shall be subject to the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. However, except for the cost of services requested by Tenant (e.g. freight elevator usage), Tenant shall not be required to pay Rent for any days of possession before the Commencement Date during which Tenant, with the approval of Landlord, is in possession of the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal property. However, notwithstanding the foregoing but subject to the terms of this 3.02 Landlord grants Tenant the right to enter the Premises, at Tenant's sole risk, (i) following installation of the ceiling grid in the Premises, solely for the purpose of installing telecommunications and data cabling in the Premises, and (ii) following installation of the carpeting in the Premises, solely for the purpose of installing equipment, furnishings and other personalty. Landlord may withdraw such permission to enter the Premises prior to the Commencement Date at any time that Landlord reasonably determines that such entry by Tenant is causing a dangerous situation for Landlord, Tenant or their respective contractors or employees, or if Landlord reasonably determines that such entry by Tenant is hampering or otherwise preventing Landlord from proceeding with the completion of Landlord's Work at the earliest possible date.

Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises, including the performance of Tenant’s Initial Alterations. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the Tenant’s specification of any materials or equipment with long lead times (each a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. 3.02 Subject . Notwithstanding anything to the contrary in Section 1.06 above, except as provided in Section 3.01 below, Landlord’s obligation, if any, failure to perform Substantially Complete the Landlord Work, Work by the Premises are accepted by Tenant Target Commencement Date (described in “as is” condition and configuration without any representations or warranties by Landlord. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition. Landlord Section 1.06) shall not be a default by Landlord or otherwise render Landlord liable for a failure to deliver possession damages. Promptly after the determination of the Premises or any other space due to the holdover or unlawful possession of such space by another party, however Landlord shall use reasonable efforts to obtain possession of the space. The commencement date for the space, in such event, shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. If Tenant takes possession of the Premises before the Commencement Date, such possession shall be subject to the terms and conditions of this Lease Landlord and Tenant shall pay Rent execute and deliver a commencement letter in the form attached as Exhibit D (defined in Section 4.01) the “Commencement Letter”). Tenant’s failure to Landlord for each day of possession before execute and return the Commencement Date. HoweverLetter, except for or to provide written objection to the cost statements contained in the Commencement Letter, within 30 days after the date of services requested the Commencement Letter shall be deemed an approval by Tenant (e.g. freight elevator usage), Tenant shall not be required to pay Rent for any days of possession before the Commencement Date during which Tenant, with the approval of Landlord, is in possession of the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal propertystatements contained therein.

Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” "SUBSTANTIALLY COMPLETE" on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s 's use of the Premises. If Landlord The parties expressly acknowledge that the Commencement Date is delayed in anticipated to occur prior to the performance Substantial Completion of the Landlord Work as a result or Tenant's occupancy of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant DelayPremises. 3.02 Subject to Landlord’s 's obligation, if any, to perform Landlord Work, the Premises are accepted by Tenant in “"as is” " condition and configuration without any representations or warranties by Landlord. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition. Landlord shall not be liable for a failure to deliver possession of the Premises or any other space due to the holdover or unlawful possession of such space by another party, however Landlord shall use reasonable efforts to obtain possession of the space. The commencement date for the space, in such event, shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. If Tenant takes possession of the Premises before the Commencement Date, such possession shall be subject to the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. However, except for the cost of services requested by Tenant (e.g. freight elevator usage), Tenant shall not be required to pay Rent for any days of possession before the Commencement Date during which Tenant, with the approval of Landlord, is in possession of the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal property. 3.03 Notwithstanding the foregoing, if Landlord has not delivered the Premises to Tenant for the commencement of Tenant's Initial Alterations (as described in EXHIBIT C) on or before March 31, 2005 (the "Outside Delivery Date"), Tenant, as its sole remedy, may terminate this Lease by giving Landlord written notice of termination on or before the earlier to occur of: (i) 5 Business Days after the Outside Delivery Date; and (ii) the date Landlord so delivers the Premises to Tenant. In such event, this Lease shall be deemed null and void and of no further force and effect and Landlord shall promptly refund any prepaid rent previously advanced by Tenant under this Lease and, so long as Tenant has not previously

Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will be the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the later of (i) date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises, and (ii) the date Landlord receives from the appropriate governmental authorities, with respect to the Landlord Work performed by Landlord or its contractors in the Premises, all approvals necessary for the occupancy of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times that Landlord has informed Tenant will cause a delay in the Landlord Work and which Tenant thereafter has requested (or continues to request) be included in the Landlord Work (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. 3.02 Subject to Landlord’s obligation, if any, obligation to perform the Landlord Work, the Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by Landlord. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition, subject to Landlord’s specific obligations set forth below in this Section 3.02. Tenant’s acceptance of the Premises shall be subject to Landlord’s obligation to correct portions of the Landlord Work as set forth on a construction punch list prepared by Landlord and Tenant in accordance with the terms hereof. Within 15 days after Substantial Completion of the Landlord Work, Landlord and Tenant shall together conduct an inspection of the Premises and prepare a “punch list” setting forth any portions of the Landlord Work that are not in conformity with the Landlord Work as required by the terms of this Lease. Notwithstanding the foregoing, at the request of Landlord, such construction punch list shall be mutually prepared by Landlord and Tenant prior to the date on which Tenant first begins to move its furniture, equipment or other personal property into the Premises. Landlord, as part of the Landlord Work, shall use good faith efforts to correct all such items within a reasonable time following the completion of the punch list. In addition to the foregoing, Tenant shall have eleven (11) months from the completion of Landlord Work in which to discover and notify Landlord of any latent defects in the Landlord Work. Landlord shall be responsible for the correction of any such latent defects with respect to which it received timely notice from Tenant. Landlord shall not be liable for a failure to deliver possession of the Premises or any other space due to the holdover or unlawful possession of such space by another party, however Landlord shall use reasonable efforts to obtain possession of the space. The commencement date for the space, in such event, shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. If Tenant takes possession of the Premises before the Commencement Date, such possession shall be subject to the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. However, except for the cost of services requested by Tenant (e.g. freight elevator usage), Tenant shall not be required to pay Rent for any days of possession before the Commencement Date during which Tenant, with the approval of Landlord, is in possession of the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal property. Specifically, subject to the terms of this Section 3.02, Landlord grants Tenant the right to enter the Premises, at Tenant’s sole risk, fifteen (15) days prior to Landlord’s then current estimate of the Commencement Date solely for the purpose of installing telecommunications and data cabling, equipment, furnishings and other personalty in the Premises. Landlord may withdraw such permission to enter the Premises prior to the Commencement Date at any time that Landlord reasonably determines that such entry by Tenant is causing a dangerous situation for Landlord, Tenant or their respective contractors or employees, or if Landlord reasonably determines that such entry by Tenant is hampering or otherwise preventing Landlord from proceeding with the completion of the Landlord Work at the earliest possible date. 3.03 Notwithstanding the foregoing, if the Commencement Date has not occurred on or before the Required Completion Date (defined below), Tenant, as its sole remedy, may terminate this Lease by giving Landlord written notice of termination on or before the earlier to occur of: (i) 5 Business Days after the Required Completion Date; and (ii) the Commencement Date. In such event, this Lease shall be deemed null and void and of no further force and effect and Landlord shall promptly refund any prepaid rent and Security Deposit previously advanced by Tenant under this Lease and, so long as Tenant has not previously defaulted under any of its obligations under the Work Letter, the parties hereto shall have no further responsibilities or obligations to each other with respect to this Lease. The “Required Completion Date” shall mean the date which is 180 days after the Target Commencement Date. Landlord and Tenant acknowledge and agree that: (i) the determination of the Commencement Date shall take into consideration the effect of any Tenant Delays; and (ii) the Required Completion Date shall be postponed by the number of days the Commencement Date is delayed due to events of Force Majeure. Notwithstanding anything herein to the contrary, if Landlord determines in good faith that it will be unable to cause the Commencement Date to occur by the Required Completion Date, Landlord shall have the right to immediately cease its performance of the Landlord Work and provide Tenant with written notice (the “Completion Date Extension Notice”) of such inability, which Completion Date Extension Notice shall set forth the date on which Landlord reasonably believes that the Commencement Date will occur. Upon receipt of the Completion Date Extension Notice, Tenant shall have the right to terminate this Lease by providing written notice of termination to Landlord within 5 Business Days after the date of the Completion Date Extension Notice. If Tenant does not terminate this Lease within such 5 Business Day period, the Required Completion Date automatically shall be amended to be the date set forth in Landlord’s Completion Date Extension Notice.

Adjustment of Commencement Date; Possession. 1. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”"TARGET COMMENCEMENT DATE"; (b) the actual Commencement Date shall be the earlier of the Target Commencement Date, the date on which Tenant occupies the Premises, and the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will be the last day of the Term as determined based upon the actual Commencement Date. Landlord’s 's failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. EXHIBIT D which commencement letter agreement shall be deemed accepted by Tenant if not executed and returned to Landlord by Tenant within 30 days after the date that Landlord delivers the commencement letter agreement to Tenant for execution. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” "SUBSTANTIALLY COMPLETE" on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s 's use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s 's failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”"TENANT DELAY"), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. 2. 3.02 Subject to Landlord’s 's obligation, if any, to perform Landlord Work, the Premises are accepted by Tenant in “"as is” " condition and configuration without any representations or warranties by Landlord. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition. Notwithstanding the foregoing, Landlord shall be responsible for latent defects in the Landlord Work of which Tenant notifies Landlord to the extent that the correction of such defects is covered under valid and enforceable warranties given Landlord by contractors or subcontractors performing the Landlord Work. Landlord, at its option, may pursue such claims directly or assign any such warranties to Tenant for enforcement. Landlord shall not be liable for a failure to deliver possession of the Premises or any other space due to the holdover or unlawful possession of such space by another party, however Landlord shall use reasonable efforts to obtain possession of the space. The commencement date for the space, in such event, shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. If Tenant takes possession of the Premises before the Commencement Date, such possession shall be subject to the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. However, except for the cost of services requested by Tenant (e.g. freight elevator usage), Tenant shall not be required to pay Rent for any days of possession before the Commencement Date during which Tenant, with the approval of Landlord, is in possession of the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal property.

Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will be the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages; except that, notwithstanding anything to the contrary herein, if occupancy is not granted to Tenant on or before October 1, 2007, Landlord shall grant Tenant additional free rent of two days free rent for each day delayed. Any additional free rent due to delays shall be applied to the beginning of the Lease. Landlord and Tenant acknowledge and agree that the determination of the Commencement Date shall take into consideration the effect of any Tenant Delays and delay due to events of Force Majeure. If, as a result of the foregoing delays, Landlord determines in good faith that it will be unable to cause the Lease to commence on the Commencement Date, Landlord shall have the right (but not the obligation) to immediately cease its performance of the Landlord Work and provide Tenant with written notice (the “Completion Date Extension Notice”) of such inability, which Completion Date Extension Notice shall set forth the date on which Landlord reasonably believes that the Commencement Date will occur. Promptly after the determination of the Commencement DateCommencement, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. D, which commencement letter agreement shall be deemed accepted by Tenant if not executed and returned to Landlord by Tenant within 30 days after the date that Landlord delivers the commencement letter agreement to Tenant for execution. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which the Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has been performed, other than any details a Certificate of construction, mechanical adjustment or any other similar matter, Occupancy is issued by the non-completion of which does not materially interfere with Tenant’s use of the Premisesapplicable governmental office. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with unusually long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. If, due to no fault of Tenant or Force Majeure, occupancy of the Premises is not granted to Tenant on the Commencement Date, Landlord shall grant Tenant additional free rent as follows: two days free rent for each day delayed beyond the Commencement Date and such free rent shall be in addition to any other rent concessions already provided for herein. 3.02 Subject to Landlord’s obligation, if any, to perform Landlord Work, the Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by Landlord. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition. Landlord shall not be liable for a failure to deliver possession of the Premises or any other space due to the holdover or unlawful possession of such space by another party, however Landlord shall use reasonable efforts to obtain possession of the space. The commencement date Commencement Date for the space, in such event, shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. If Tenant takes possession of the Premises before the Commencement Date, such possession shall be subject to the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. However, except for the cost of services requested by Tenant (e.g. freight elevator usage), Tenant shall not be required to pay Rent for any days of possession before the Commencement Date during which Tenant, with the approval of Landlord, is in possession of the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal property.

Adjustment of Commencement Date; Possession. 3.01 A. If Landlord is required to perform performing Landlord Work prior in the Premises, the Lease Term shall not commence until the later to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will the last day occur of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date and the date that Landlord has substantially completed the Landlord Work; provided, however, that if Landlord shall not be actually delayed in substantially completing the Landlord Work as a result of the occurrence of any of the following (a "Delay"): 1. Tenant's failure to furnish information in accordance with the Work Letter Agreement or to respond to any request by Landlord for any approval or Information within any time period prescribed, or if no time period is prescribed, then within three (3) Business Days of such request; or 2. Tenant's insistence on materials, finishes or installations that have long lead times after having first been informed in writing by Landlord that such materials, finishes or installations will cause a Delay; or 3. Changes in any plans and specifications made at the request of Tenant, in writing; or 4. The performance by a person or entity employed by Tenant in the completion of any work (all such work and such persons or entities being subject to the prior approval of Landlord) which unreasonably interferes with the construction of the Landlord Work; or 5. Any request by Tenant in writing that Landlord delay the completion of any of the Landlord Work; or 6. Any breach or default by Tenant In the performance of Tenant's obligations under this Lease; or 7. Any delay resulting from Tenant's having taken possession of the Premises for any reason prior to substantial completion of the Landlord Work; or 8. Any other delay chargeable to unreasonable acts or otherwise render Landlord liable omissions of Tenant, its agents, employees or independent contractors; then, for damages. Promptly after the determination purposes of determining the Commencement Date, the date of substantial completion shall be deemed to be the day that said Landlord and Tenant shall enter into a commencement letter agreement in Work would have been substantially completed absent the form attached as Exhibit D. If the Termination Date does not fall on the last day net effect of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted dateDelay(s). The Landlord Work shall be deemed to be “Substantially Complete” substantially completed on the date that is five (5) business days following receipt by Tenant of a factually correct written notice from Landlord that all of the following have occurred (or would have occurred absent any Delays): (a) Landlord has tendered possession of the Premises to Tenant; (b) Landlord's Work has been performedcompleted, other than any details of construction, mechanical adjustment or any other similar mattermatter in the nature of punch-list items, the non-completion existence of which does not materially interfere with Tenant’s 's use of the Premises. If Landlord ; (c) a Temporary Certificate of Occupancy is delayed in effect with respect to the performance Premises; (d) the Common Areas are completed and operating (including without limitation all parking facilities); and (e) all of the Landlord Work services and utilities to the Premises and the Common Area xxxx operating. Except as a result provided below with respect to Tenant's termination rights, the adjustment of the acts or omissions Commencement Date and, accordingly, the postponement of Tenant's obligation to pay Rent shall be Tenant's sole remedy and shall constitute full settlement of all claims that Tenant might otherwise have against Landlord by reason of the Premises not being ready for occupancy by Tenant on the Target Commencement Date. Landlord's determination of the Commencement Date shall, if not disputed by Tenant within five (5) Business Days after Tenant's receipt of the Tenant Related Parties "Commencement Letter" (defined in Section 13) or their respective contractors or vendorsbelow), includingbe final and binding on all parties for all purposes, Including, without limitation, changes requested determination of the date of commencement of the Lease Term and of Tenant's obligation to pay Rent hereunder. Promptly after the determination of the Commencement Date by Landlord, Landlord shall prepare a letter agreement (the "Commencement Letter") setting forth the Commencement Date, the Termination Date and any other dates that are affected by the adjustment of the Commencement Date. Tenant, within five Business (5) days after receipt thereof from Landlord, shall execute the Commencement Letter and return the same to Landlord. Notwithstanding anything herein to the contrary, Landlord shall use reasonable efforts to cause the Commencement Date to occur on or before February 1, 1994, or as soon thereafter as is reasonably practicable. In the event that the Commencement Date does not occur, for any reason other than Tenant Delays or Force Majeure delays, on or before May 1, 1994, then Tenant, as its sole remedy, shall be entitled to approved plansterminate this Lease by irrevocable written notice to Landlord on or before the earlier to occur of the 15th day thereafter and the day before the Commencement Date occurs. In the event that the Commencement Date does not occur, for any reason other than Tenant Delays (including any Force Majeure reason) on or before July 1, 1994, Tenant’s failure , as its sole remedy, shall be entitled to comply with any terminate this Lease by irrevocable written notice to Landlord on or before the earlier to occur of its obligations under this Lease, the 15th day thereafter and the pay prior to the Commencement Date. B. Subject to latent defects and the completion or the specification correction of any materials items of Landlord Work set forth on a construction punchiest jointly prepared by Landlord and Tenant in good faith based on a walk through of the Premises within fifteen (1 5) days after substantial completion (or equipment with long lead times subsequently disclosed on a second punchiest prepared within forty-five (a “Tenant Delay”45) days after substantial completion), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. 3.02 Subject to Landlord’s obligation, if any, to perform Landlord Work, the Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by Landlord. By taking possession of the Premises, Tenant agrees is deemed to have: 1. accepted the Premises and agreed that the Premises are is in good order and satisfactory condition, with no representation or warranty by Landlord as to the condition or suitability of the Premises or of the Building for Tenant's use thereof; and 2. agreed that Landlord has no obligation to clean, decorate, alter, remodel, Improve or repair the Premises or the Building unless said obligation is specifically set forth in this Lease. Landlord agrees to proceed in good faith to complete or correct any items set forth on the punchiest. Notwithstanding the foregoing to the contrary, Landlord shall not be liable responsible for the correction of any latent defects in Tenant's equipment or other personal property, even if such equipment or personal property was installed by Landlord as part of the Landlord Work. C. Notwithstanding anything to the contrary contained in the Lease, Landlord shall not be obligated to tender possession of any Offering Space or Refusal Space that is occupied by a third party on the date that Landlord would otherwise be required to deliver possession, nor shall Landlord have any other obligations to Tenant under this Lease with respect to such space until the date Landlord: 1. recaptures such space from such existing tenant or occupant; and 2. regains the legal right to possession thereof. This Lease shall not be affected by any such failure to deliver possession and Tenant shall have no claim for damages against Landlord as a result thereof, all of which are hereby waived and released by Tenant. Notwithstanding the Premises or any other space foregoing, Landlord agrees to proceed in good faith and with due to the holdover or unlawful possession of such space by another party, however Landlord shall use reasonable efforts diligence to obtain possession of any such Offering Space or Refusal Space. In such event, the space. The commencement date for the space, in such event, space shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by and any partyother commencement conditions are satisfied. D. So long as such work does not interfere with the completion of Landlord's Work, Tenant shall have the right prior to the Commencement Date to enter the Premises to install Tenant's communication and computer systems. Landlord shall cooperate with Tenant in scheduling performance of the Landlord's Work so that Tenant's communication and computer systems can be installed as efficiently as possible. Tenant's entry into the Premises prior to the Commencement Date for the purpose of installing its communication and computer systems shall be subject to all of the terms and conditions of this Lease, including, without limitation, the insurance and indemnity provisions, but no Base Rental or Additional Base Rental shall accrue until the Commencement Date. If Tenant takes possession of enters the Premises before prior to the Commencement Date, Date for the purpose of conducting its business therein such possession shall be subject to all of the terms and conditions of this the Lease and Tenant shall pay Rent (defined in Section 4.01) Base Rental and Additional Base Rental to Landlord on a per diem basis for each day of possession before occupancy prior to the Commencement Date. However, except for the cost of services requested by Tenant (e.g. freight elevator usage), Tenant shall not be required to pay Rent for any days of possession before the Commencement Date during which Tenant, with the approval of Landlord, is in possession of the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal property.

Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. A. The Landlord Work shall be deemed to be “"Substantially Complete” " on the later of (i) the date that all Landlord Work has been performedperformed substantially in accordance with the Work Letter, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion noncompletion of which does not materially interfere with Tenant’s 's use of the Premises; and (ii) the date Landlord receives from the appropriate governmental authorities, with respect to the Landlord Work performed by Landlord or its contractors in the Premises, all approvals necessary for the occupancy of the Premises. If However, if Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the any Tenant Related Parties Delay(s) (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”below), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. 3.02 Subject to Landlord’s obligation. "Tenant Delay" means any act or omission of Tenant or its agents, if anyemployees, to perform vendors or contractors that actually delays the Substantial Completion of the Landlord Work, including, without limitation: (1) Tenant's failure to furnish information or approvals within any time period specified in this Lease, including the failure to prepare or approve preliminary or final plans by any applicable due date; (2) Tenant's selection of equipment or materials that have long lead times after first being informed by Landlord that the selection may result in a delay; (3) changes requested or made by Tenant to previously approved plans and specifications; (4) performance of work in the Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by Landlord. By taking possession Tenant's contractor(s) during the performance of the Premises, Tenant agrees that Landlord Work; or (5) if the Premises are in good order and satisfactory condition. Landlord shall not be liable for a failure to deliver possession performance of any portion of the Premises Landlord Work depends on the prior or any other space due to simultaneous performance of work by Tenant, a delay by Tenant or Tenant's contractor(s) in the holdover or unlawful possession completion of such space by another party, however work. Landlord shall use reasonable efforts to obtain possession notify Tenant, orally or in writing, of any circumstances of which Landlord is aware that have caused or may cause a Tenant Delay, so that Tenant may take whatever action is appropriate to minimize or prevent such Tenant Delay. Notwithstanding the spaceforegoing, if Landlord fails to notify Tenant of any Tenant Delay addressed in Subsections III.A.3., III.A.4. The commencement date for the space, in such event, shall be postponed until or III.A.5. within 2 days after the date Landlord delivers possession knew of the Premises to such Tenant free from occupancy by any party. If Tenant takes possession of the Premises before the Commencement Date, such possession shall be subject to the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. However, except for the cost of services requested by Tenant (e.g. freight elevator usage)Delay, Tenant shall not be required to pay Rent responsible for any such Tenant Delay with respect to the period of time commencing 3 days after the date when Landlord knew that such Tenant Delay existed and ending on the date that Landlord notified Tenant of possession before the Commencement Date during which Tenant, with the approval of Landlord, is in possession of the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal propertysuch Tenant Delay.

Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant DelayA. Intentionally Omitted. 3.02 B. Subject to Landlord’s obligation, if any, to perform Landlord Work's obligations under Section IX.B. and the provisions of this Section III.B. below, the Premises are accepted by Tenant in “"as is” " condition and configuration without any representations configuration. On or warranties before the Commencement Date, Landlord, at Landlord's sole cost and expense, shall hire The Trane Company or another HVAC/engineering company reasonably acceptable to Tenant to (i) inspect the heating, ventilating and air conditioning systems within the Premises, and (ii) certify to Landlord and Tenant that such systems are in good working order. Subject to the foregoing, by Landlord. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition, and that there are no representations or warranties by Landlord regarding the condition of the Premises, the Building or the Project. Landlord shall not be liable for obligated to tender possession of the Premises or other space leased by Tenant from time to time hereunder that, on the date possession is delivered, is occupied by a failure tenant or other occupant or that is subject to deliver the rights of any other tenant or occupant, nor shall Landlord have any other obligations to Tenant under this Lease with respect to such space until the date Landlord: (i) recaptures such space from such existing tenant or occupant; and (2) regains the legal right to possession thereof. If Landlord is delayed delivering possession of the Premises or any other space due to the holdover or unlawful possession of such space by another any party, however Landlord shall use reasonable efforts to obtain possession of the space. The commencement date for the space, in such eventwhich case, the Commencement Date shall be postponed until the date Landlord delivers possession of the Premises to Tenant with the Premises free from occupancy by any party, subject to Tenant's right to terminate this Lease on the Drop Dead Date (as defined in the following paragraph) if the Commencement Date has not occurred by the Drop Dead Date, and the Termination Date, at the option of Landlord, may be postponed by an equal number of days. Tenant shall have no claim for damages against Landlord as a result of any such failure to deliver possession of the Premises to Tenant, all of which are hereby waived and released by Tenant. Notwithstanding the foregoing, if the Commencement Date has not occurred on or before the Drop Dead Date (defined below), Tenant, in its sole and absolute discretion and as its sole remedy, shall have the right to terminate this Lease by giving Landlord written notice of termination on or before the earlier to occur of: (i) 5 Business Days after the Drop Dead Date, and (ii) the date on which the Commencement Date actually occurs. In such event, this Lease shall be deemed null and void and of no further force and effect and Landlord shall promptly refund any prepaid rent, the Letter of Credit and any Security Deposit previously advanced by Tenant under this Lease and the parties hereto shall have no further responsibilities or obligations to each other with respect to this Lease. The "Drop Dead Date" shall mean the date which is 60 days after the later of November 1, 2001, the date this Lease is properly executed and delivered by Tenant, the date all prepaid rental and Security Deposits required under this Lease are delivered to Landlord, and, the date the contingency set forth in Article IV of Exhibit E of this Lease has either been satisfied or waived by the parties hereto. Notwithstanding anything herein to the contrary, if Landlord determines in good faith that it will be unable to cause the Commencement Date to occur by the Drop Dead Date, Landlord shall have the right to provide Tenant with written notice (the "Drop Dead Date Extension Notice") of such inability, which Drop Dead Date Extension Notice shall set forth the date on which Landlord reasonably believes that the Commencement Date will occur. Upon receipt of the Drop Dead Date Extension Notice, Tenant shall have the right to terminate this Lease by providing written notice of termination to Landlord within 5 Business Days after the date of the Drop Dead Date Extension Notice. If Tenant takes does not terminate this Lease within such 5 Business Day period, the Drop Dead Date automatically shall be amended to be the date set forth in Landlord's Drop Dead Date Extension Notice. C. Tenant shall not take possession of the Premises before the Commencement Date, such possession shall be subject to the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. However, except for the cost of services requested by Tenant (e.g. freight elevator usage), Tenant shall not be required to pay Rent for any days of possession before the Commencement Date during which Tenant, with the approval of Landlord, is in possession of the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal property.

Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below), but in no event shall be prior to May 1, 2004; and (c) the Termination Date will be the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the later of (i) the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion noncompletion of which does not materially interfere with Tenant’s use of the Premises; and (ii) the date Landlord receives from the appropriate governmental authorities, with respect to the Landlord Work performed by Landlord or its contractors in the Premises, all approvals necessary for the occupancy of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. 3.02 Subject to Landlord’s obligation, if any, to perform Landlord Work, the Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by Landlord. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition. Landlord shall not be liable for a failure to deliver possession of the Premises or any other space due to the holdover or unlawful possession of such space by another party, however Landlord shall use reasonable efforts to obtain possession of the space. The commencement date for the space, in such event, shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. If Tenant takes possession of the Premises before the Commencement Date, such possession shall be subject to the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. However, except for the cost of services requested by Tenant (e.g. freight elevator usage), Tenant shall not be required to pay Rent for any days of possession before the Commencement Date during which Tenant, with the approval of Landlord, is in possession of the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal property.

Adjustment of Commencement Date; Possession. 3.01 If 2.01 Landlord is required to perform Landlord Work prior to the Commencement DateDate and therefore: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”"TARGET COMMENCEMENT DATE"; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below)substantially complete, as reasonably determined by Landlord; and (c) the Termination Date will be the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord's failure to substantially complete the Landlord Work by the Target Commencement Date shall not be deemed to be “Substantially Complete” on the date that all a default by Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premisesotherwise render Landlord liable for damages. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 1312) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s 's failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”"TENANT DELAY"), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. 3.02 Subject to Landlord’s obligation, if any, to perform Landlord Work, the 2.02 The Premises are accepted by Tenant in “"as is” " condition and configuration without any representations or warranties by Landlord. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition. Landlord shall not be liable for a any failure to deliver possession of the Premises or any other space due to the holdover or unlawful possession of such space by another any party. In such event, however Landlord shall use reasonable efforts to obtain possession of the space. The commencement date for the space, in such event, space shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. If Tenant takes possession of the Premises before the Commencement Date, such possession shall be subject to the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. However, except for the cost of services requested by Tenant (e.g. freight elevator usage), Tenant shall not be required to pay Rent for any days of possession before the Commencement Date during which Tenant, with the approval of Landlord, is in possession of the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal property.

Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will the last day of the Term as determined based upon the actual Commencement Date. At Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Daterequest, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. Tenant’s failure to execute and return the commencement letter, or to provide written objection to the statements contained in the letter, within 30 days after the date of the letter shall be deemed an approval by Tenant of the statements contained therein. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which the Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. 3.02 Subject to Landlord’s obligation, if any, to perform Landlord Work, the The Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by Landlord. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition. Landlord shall not be liable for a failure to deliver possession of the Premises or any other space due to the holdover or unlawful possession of such space by another party, however Landlord shall use reasonable efforts to obtain possession of the space. The commencement date for the space, in such event, shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. If Tenant takes possession of the Premises before the Commencement Date, such possession shall be subject to the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. However, except for the cost of services requested by Tenant (e.g. freight elevator usage), . Tenant shall not be required to pay Rent for any days of possession before the Commencement Date during which Tenant, with the approval of Landlord, is in possession of the Premises for the sole purpose of performing improvements or installing Installing furniture, equipment or other personal property.

Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. A. The Landlord Work with respect to Premises A shall be deemed to be “"Substantially Complete” " on the later of (i) the date that all Landlord Work for Premises A has been performed, performed other than any details of construction, mechanical adjustment or any other similar matter, the non-completion noncompletion of which does not materially interfere with Tenant’s 's use of Premises A, or (ii) the Premisesdate Landlord receives (or would have received absent any Tenant Delays) all governmental approvals which are required to obtain a temporary or permanent certificate of occupancy for the Building and/or Premises A (as required) from the local governmental authority. If The Landlord Work with respect to Premises B shall be deemed to be "Substantially Complete" on the later of (i) the date that all Landlord Work for Premises B has been performed other than any details of construction, mechanical adjustment or any other similar matter, the noncompletion of which does not materially interfere with Tenant's use of Premises B, or (ii) the date Landlord receives (or would have received absent any Tenant Delays) all governmental approvals which are required to obtain a temporary or permanent certificate of occupancy for the Building and/or Premises B (as required) from the local governmental authority. The Landlord Work with respect to Premises C shall be deemed to be "Substantially Complete" on the later of (i) the date that all Landlord Work for Premises C has been performed other than any details of construction, mechanical adjustment or any other similar matter, the noncompletion of which does not materially interfere with Tenant's use of Premises C, or (ii) the date Landlord receives (or would have received absent any Tenant Delays) all governmental approvals which are required to obtain a temporary or permanent certificate of occupancy for the Building and/or Premises C (as required) from the local governmental authority. However, if Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the any Tenant Related Parties Delay(s) (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”below), the Landlord Work for Premises A, Premises B and Premises C, as the case may be, shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the applicable Landlord Work absent any Tenant Delay. 3.02 Subject to Landlord’s obligation. "Tenant Delay" means any act or omission of Tenant or its agents, if anyemployees, to perform vendors or contractors that actually delays the Substantial Completion of the applicable Landlord Work, including, without limitation: (1) Tenant's failure to furnish information or approvals within any time period specified in this Lease, including the Premises are accepted failure to prepare or approve preliminary or final plans by any applicable due date; (2) Tenant's selection of equipment or materials that have long lead times after first being informed by Landlord that the selection may result in a delay; (3) changes requested or made by Tenant in “as is” condition to previously approved plans and configuration without any representations or warranties by Landlord. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition. Landlord shall not be liable for a failure to deliver possession of the Premises or any other space due to the holdover or unlawful possession of such space by another party, however Landlord shall use reasonable efforts to obtain possession of the space. The commencement date for the space, in such event, shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. If Tenant takes possession of the Premises before the Commencement Date, such possession shall be subject to the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. However, except for the cost of services requested by Tenant (e.g. freight elevator usage), Tenant shall not be required to pay Rent for any days of possession before the Commencement Date during which Tenant, with the approval of Landlord, is in possession of the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal property.specifications;

Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 1.05 as the Commencement Date shall instead be defined as the “"Target Commencement Date”"; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will be the last day of the Term as determined based upon the actual Commencement Date. Landlord’s 's failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages, except that if Landlord fails to deliver the Premises in the condition required by this Lease on or before November 15, 2008, subject to extension for Tenant Delay and Force Majeure, Tenant shall have the right to terminate this Lease upon notice to Landlord received not later than November 20, 2008. Unless Landlord has then delivered the Premises in the condition required by this Lease, the Lease shall terminate upon Landlord's receipt of such notice. Upon such termination, each party will, upon the others request, execute and deliver an agreement in recordable form containing a release and surrender of all right, title and interest in and to the Lease; neither Landlord nor Tenant will have any further obligations to each other, including, without limitation, any obligations to pay for work previously performed in the Premises; all improvements to the Premises will become and remain the property of Landlord; and Landlord will refund to Tenant any sums paid to Landlord by Tenant in connection with the Lease. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. Tenant's failure to execute and return the commencement letter, or to provide written objection to the statements contained in the letter, within 30 days after the date of the letter shall be deemed an approval by Tenant of the statements contained therein. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which the Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “"Substantially Complete” " on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s 's use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s 's failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “"Tenant Delay”"), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. 3.02 Subject to Landlord’s 's obligation, if any, to perform Landlord Work, the Premises are accepted by Tenant in “"as is” " condition and configuration without any representations or warranties by Landlord. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition. Landlord shall not be liable for a failure to deliver possession of the Premises or any other space due to the holdover or unlawful possession of such space by another party, however Landlord shall use reasonable efforts to obtain possession of the space. The commencement date for the space, in such event, shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. If Tenant takes possession of the Premises before the Commencement Date, such possession shall be subject to the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. However, except for the cost of services requested by Tenant (e.g. freight elevator usage), Tenant shall not be required to pay Rent for any days of possession before the Commencement Date during which Tenant, with the approval of Landlord, is in possession of the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal property.

Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”"TARGET COMMENCEMENT DATE"; (b) the actual Commencement Date shall be the date on which Landlord tenders delivery of the Premises to Tenant with the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will be the last day of the Term as determined based upon the actual Commencement Date. Landlord’s 's failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit EXHIBIT D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” "SUBSTANTIALLY COMPLETE" on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s 's use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s 's failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”"TENANT DELAY"), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. 3.02 Subject to Landlord’s obligation, if any, to perform Landlord Work, the Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by Landlord. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition. Landlord shall not be liable for a failure to deliver possession of the Premises or any other space due to the holdover or unlawful possession of such space by another party, however Landlord shall use reasonable efforts to obtain possession notify Tenant, orally or in writing, of any circumstances of which Landlord is aware that have caused or may cause a Tenant Delay, so that Tenant may take whatever action is appropriate to minimize or prevent such Tenant Delay. 3.02 Notwithstanding the spaceforegoing, if the actual Commencement Date has not occurred on or before the Required Completion Date (defined below), Tenant, as its sole remedy, may terminate this Lease by giving Landlord written notice of termination on or before the earlier to occur of: (i) 5 Business Days after the Required Completion Date; and (ii) the actual Commencement Date. The commencement date for the space, in In such event, this Lease shall be postponed until deemed null and void and of no further force and effect and Landlord shall promptly refund any prepaid rent and Security Deposit previously advanced by Tenant under this Lease and, so long as Tenant has not previously defaulted under any of its obligations under the Work Letter, the parties hereto shall have no further responsibilities or obligations to each other with respect to this Lease. The "REQUIRED COMPLETION DATE" shall mean the later to occur of (a) the date Landlord delivers possession of which is 60 days after the Premises to Tenant free from occupancy by any party. If Tenant takes possession of date the Premises before the Commencement Date, such possession shall be subject to the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. However, except building permit for the cost of services requested by Tenant Landlord Work has been obtained, and (e.g. freight elevator usage), Tenant shall not be required to pay Rent for any days of possession before the Commencement Date during which Tenant, with the approval of Landlord, is in possession of the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal property.b) November 1,

Adjustment of Commencement Date; Possession. 3.01 A. If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Lease Term, Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will are to be determined in accordance with Section I.F.2. above, the last day Lease Term shall not commence until the later to occur of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date and the date that Tenant has substantially completed the work to be performed by Tenant as set forth in the Work Letter Agreement attached hereto as Exhibit D (“Landlord’s Work”); provided, however, that if Tenant shall be delayed in substantially completing the Tenant ‘s Work as a result of the occurrence of any of the following (a “Delay”). Except as provided below, the adjustment of the Commencement Date and, accordingly, the postponement of Tenant’s obligation to pay Base Rent and other sums due hereunder shall be Tenant’s sole remedy and shall constitute full settlement of all claims that Tenant might otherwise have against Landlord by reason of the Premises not be a default being ready for occupancy by Tenant on the Target Commencement Date. The Landlord or otherwise render Landlord liable for damagesshall deliver the premises within five business days of lease execution and concurrent payment of all monies due. Tenant can then begin construcing the Tenant Improvements. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in (the “Commencement Letter”) on the form attached hereto as Exhibit D. If F setting forth the Commencement Date, the Termination Date does not fall on and any other dates that are affected by the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day adjustment of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant DelayCommencement Date. 3.02 Subject to Landlord’s obligation, if any, to perform Landlord Work, the Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by Landlord. B. By taking possession of the Premises, Tenant agrees is deemed to have accepted the Premises and agreed that the Premises are is in good order and satisfactory condition. Landlord shall not be liable , with no representation or warranty by Landlord, except as expressly provided herein, as to the condition of the Premises or the Building or suitability thereof for a failure to deliver Tenant’s use. C. If possession of the Premises or any other space due prior to the holdover or unlawful possession of such space by another party, however Landlord shall use reasonable efforts to obtain possession of the space. The commencement date Commencement Date for the spacesole purpose of performing its Tenant Improvements and installing furniture, in such eventequipment or other personal property of Tenant, shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. If Tenant takes possession of the Premises before the Commencement Date, such possession shall be subject to all of the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. HoweverLease, except for the cost of services requested by Tenant (e.g. freight elevator usage), that Tenant shall not be required to pay Rent for any days with respect to the period of possession before time prior to the Commencement Date during which Tenant, with the approval of Landlord, is in possession of the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal propertyTenant performs such work.

Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. 3.02 Subject to Landlord’s obligation, if any, obligation to perform the Landlord Work, as hereinafter defined, and provide the Allowance, the Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by Landlord. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition. Landlord shall not be liable for a failure to deliver possession of the Premises or any other space due to the holdover or unlawful possession of such space by another party, however provided, however. Landlord shall use reasonable efforts to obtain possession of the any such space. The In such event, the Commencement Date for the Premises, or the commencement date for the such other space, in such eventas applicable, shall be postponed until the date Landlord delivers possession of the Premises such space to Tenant free from occupancy by any party. Landlord’s failure to Substantially Complete (as hereinafter defined) the Landlord Work by the Target Commencement Date (described in Section 1.06) shall not be a default by Landlord or otherwise render Landlord liable for damages. Except as otherwise provided in this Lease, Tenant shall not be permitted to take possession of or enter the Premises prior to the Commencement Date without Landlord’s permission. If Tenant takes possession of or enters the Premises before the Commencement Date, such possession Tenant shall be subject to the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. HoweverLease; provided, however, except for the cost of services requested by Tenant (e.g. freight elevator usagee.g., after hours HVAC service), Tenant shall not be required to pay Rent for any days of entry or possession before the Commencement Date during which Tenant, with the approval of Landlord’s approval, has entered, or is in possession of of, the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal property. 3.02 Promptly after the determination of the Commencement Date, Landlord and Tenant shall execute and deliver a commencement letter in the form attached as Exhibit D (the “Commencement Letter”). Tenant’s failure to execute and return the Commencement Letter, or to provide written objection to the statements contained in the Commencement Letter, within fifteen (15) days after the date of the Commencement Letter shall be deemed an approval by Tenant of the statements contained therein.

Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will be the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. Notwithstanding the foregoing, if the Commencement Date does not occur within 30 days after the Target Commencement Date, unless due to Tenant Delay, Tenant shall be entitled to one (1) day of Rent abatement for each day that elapses following the expiration of such 30-day period) as the same may be extended by reason of Tenant Delay) until the occurrence of the Commencement Date, and provided, further, that if the Commencement Date does not occur within 90 days of the Target Commencement Date for any reason other than Tenant Delay, Tenant may elect to terminate this Lease by giving Landlord written notice of such election at any time after the expiration of such 90-day period (as the same may be extended by reason of Tenant Delay) and before the occurrence of the Commencement Date. If Tenant so elects, then this Lease shall terminate on the day that is 10 days after delivery of such notice to Landlord unless the Commencement Date occurs on or before the expiration of such 10-day period, in which event Tenant’s termination election shall automatically become void. 3.02 Subject to Landlord’s obligation, if any, obligation to perform Landlord Work, as defined in Exhibit C, the Premises are accepted by Tenant in “as as-is” condition and configuration without any representations or warranties by Landlord. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition. Landlord shall not be liable for a failure to deliver possession of the Premises or any other space due to the holdover or unlawful possession of such space by another party, however Landlord shall use reasonable efforts to obtain possession of the space. The commencement date for the space, in such event, shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. If Tenant takes possession of the Premises before the Commencement DateDate for the purpose of conducting business in the Premises for the Permitted Use, such possession shall be subject to the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. However, except for the cost of services requested by Tenant (e.g. freight elevator usage), Tenant shall not be required to pay Rent for any days of possession before the Commencement Date during which Tenant, with the approval of Landlord, is in possession of the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal property. Landlord represents that the Premises may be used for the Permitted Use under applicable zoning laws. Landlord agrees that, as of the Commencement Date, all utilities and facilities located within or serving the Premises shall be in good working order and condition.

Adjustment of Commencement Date; Possession. 3.01 A. If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Lease Term, Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will are to be determined in accordance with subsection I.A.4.b. above, the last day Lease Term shall not commence until the later to occur of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date and the date that Landlord has substantially completed the Landlord Work; provided, however, that if Landlord shall not be delayed in substantially completing the Landlord Work as a result of the occurrence of any of the following (a "Delay"): 1. Tenant's failure to furnish information in accordance with the Work Letter Agreement or to respond to any request by Landlord for any approval or information within any time period prescribed, or if no time period is prescribed, then within two (2) Business Days of such request; or 2. Tenant's insistence on materials, finishes or installations that have long lead times after having first been informed by Landlord that such materials, finishes or installations will cause a Delay; or 3. Changes in any plans and specifications requested by Tenant; or 4. The performance or nonperformance by a person or entity employed by Tenant in the completion of any work in the Premises (all such work and such persons or entities being subject to the prior approval of Landlord); or 5. Any request by Tenant that Landlord delay the completion of any of the Landlord Work; or 6. Any breach or default by Tenant in the performance of Tenant's obligations under this Lease; or 7. Any delay resulting from Tenant's having taken possession of the Premises for any reason prior to substantial completion of the Landlord Work; or 8. Any other delay chargeable to Tenant, its agents, employees or independent contractors; then, for purposes of determining the Commencement Date, the date of substantial completion shall be deemed to be the day that said Landlord Work would have been substantially completed absent any such Delay(s). The Landlord Work shall be deemed to be substantially completed on the date that Landlord reasonably determines that all Landlord's Work has been performed (or would have been performed absent any Delays), other than any details of construction, mechanical adjustment or any other matter, the noncompletion of which does not materially interfere with Tenant's use of the Premises. The adjustment of the Commencement Date and, accordingly, the postponement of Tenant's obligation to pay Rent shall be Tenant's sole remedy and shall constitute full settlement of all claims that Tenant might otherwise render have against Landlord liable by reason of the Premises not being ready for damagesoccupancy by Tenant on the Target Commencement Date. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in (the "Commencement Letter") on the form attached hereto as Exhibit D. If C setting forth the Commencement Date, the Termination Date does not fall on and any other dates that are affected by the last day adjustment of a calendar monththe Commencement Date. Tenant, within five (5) days after receipt thereof from Landlord, shall execute the Commencement Letter and return the same to Landlord. Notwithstanding anything herein to the contrary, Landlord and Tenant may elect elect, by written notice to Tenant, not to adjust the Termination Commencement Date as provided above if such adjustment would cause Landlord to the last day be in violation of the calendar month in which Termination expansion rights granted to any other tenant of the Building. If Landlord elects not to adjust the Commencement Date, the Commencement Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the Target Commencement Date, provided that Rent shall not commence until the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment substantially completed (or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably would have been expected to Substantially Complete the Landlord Work substantially completed absent any Tenant DelayDelays). 3.02 Subject to Landlord’s obligation, if any, to perform Landlord Work, the Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by Landlord. B. By taking possession of the Premises, Tenant agrees is deemed to have accepted the Premises and agreed that the Premises are is in good order and satisfactory condition. , with no representation or warranty by Landlord as to the condition of the Premises or the Building or suitability thereof for Tenant's use. C. Notwithstanding anything to the contrary contained in the Lease, Landlord shall not be liable for obligated to tender possession of any portion of the Premises or other space leased by Tenant from time to time hereunder that, on the date possession is to be delivered, is occupied by a tenant or other occupant or that is subject to the rights of any other tenant or occupant, nor shall Landlord have any other obligations to Tenant under this Lease with respect to such space until the date Landlord: (1) recaptures such space from such existing tenant or occupant; and (2) regains the legal right to possession thereof. This Lease shall not be affected by any such failure to deliver possession and Tenant shall have no claim for damages against Landlord as a result thereof, all of which are hereby waived and released by Tenant. If the Premises or any other space due Lease Term is to be determined pursuant to Section I.A.4.a. hereof, the holdover or unlawful possession of such space by another party, however Landlord shall use reasonable efforts to obtain possession of the space. The commencement date for the space, in such event, Commencement Date shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any partyTenant, in which event the Termination Date shall, at the option of Landlord, correspondingly be postponed on a per diem basis. If the Lease Term is to be determined pursuant to Section I.A.4.b., the Commencement Date and Termination Date shall be determined as provided in Section III.A. above. D. If Tenant takes possession of the Premises before prior to the Commencement Date, such possession shall be subject to all the terms and conditions of this the Lease and Tenant shall pay Rent (defined in Section 4.01) Base Rental and Additional Base Rental to Landlord for each day of possession before occupancy prior to the Commencement Date. HoweverNotwithstanding the foregoing, except for the cost of services requested by Tenant (e.g. freight elevator usage), Tenant shall not be required to pay Rent for any days of possession before the Commencement Date during which if Tenant, with the approval of Landlord's prior approval, is in takes possession of the Premises prior to the Commencement Date for the sole purpose of performing any Landlord-approved improvements therein or installing furniture, equipment or other personal propertyproperty of Tenant, such possession shall be subject to all of the terms and conditions of the Lease, except that Tenant shall not be required to pay Base Rental or Additional Base Rental with respect to the period of time prior to the Commencement Date during which Tenant performs such work. Tenant shall, however, be liable for the cost of any services (e.g. electricity, HVAC, freight elevators) that are provided to Tenant or the Premises during the period of Tenant's possession prior to the Commencement Date. Nothing herein shall be construed as granting Tenant the right to take possession of the Premises prior to the Commencement Date, whether for construction, fixturing or any other purpose, without the prior consent of Landlord.

Adjustment of Commencement Date; Possession. 3.01 A. If Landlord is required the Lease Term, Commencement Date and Termination Date are to perform Landlord Work prior be determined in accordance with subsection I.A.5.b., the Lease Term shall not commence until the later to the Commencement Date: (a) the date set forth in Section 1.06 as occur of the Commencement Date shall instead be defined as specified above and the “Target Commencement Date”date that Landlord has substantially completed the Landlord Work; (b) the actual Commencement Date provided, however, that if Landlord shall be the date on which delayed in substantially completing the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will the last day as a result of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work occurrence of any delays caused by the Target Commencement Date shall not be a default by Landlord Tenant or otherwise render Landlord liable its agents, employees or contractors then, for damages. Promptly after the determination purposes of determining the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day date of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work substantial completion shall be deemed to be “Substantially Complete” the day that said Landlord Work would have been substantially completed absent any delay(s). The Premises shall be deemed to be substantially completed on the date that Landlord reasonably determines that all Landlord Landlord's Work has been performedperformed (or would have been performed absent any delays), other than any details of construction, mechanical adjustment or any other similar matter, the non-completion noncompletion of which does not materially interfere with Tenant’s 's use of the Premises. If Landlord is delayed ; provided there has been a satisfactory final inspection by the city of Xxx Arbor in the performance anticipation of the Landlord Work as issuance of a result Certificate of Occupancy. The adjustment of the acts or omissions Commencement Date and, accordingly, the postponement of Tenant's obligation to pay Rent shall be Tenant's sole remedy and shall constitute full settlement of all claims that Tenant might otherwise have against Landlord by reason of the Premises not being ready for occupancy by Tenant on the Commencement Date specified above. Landlord's determination of the Commencement Date shall be final and binding on all parties. Promptly after the determination of the Commencement Date by Landlord, Landlord shall prepare a letter agreement (the "Commencement Letter") on the form attached hereto as Exhibit C setting forth the Commencement Date, the Tenant Related Parties Termination Date and any other dates that are affected by the adjustment of the Commencement Date. Tenant, within five (defined 5) days after receipt thereof from Landlord, shall execute the Commencement Letter and return the same to Landlord. Landlord, in Section 13) or their respective contractors or vendorsits sole discretion, includingmay elect not to adjust the Commencement Date as provided above, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work in which case Rent shall be deemed to be Substantially Complete on not commence until the date that Landlord could reasonably Work has been substantially completed (or would have been expected to Substantially Complete the Landlord Work substantially completed absent any Tenant Delaydelays). 3.02 Subject to Landlord’s obligation, if any, to perform Landlord Work, the Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by Landlord. B. By taking possession of the Premises, Tenant agrees is deemed to have: (1) accepted the Premises and agreed that the Premises are is in good order and satisfactory condition. Landlord shall not be liable for a failure to deliver possession of the Premises or any other space due to the holdover or unlawful possession of such space by another party, however Landlord shall use reasonable efforts to obtain possession of the space. The commencement date for the space, in such event, shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. If Tenant takes possession of the Premises before the Commencement Date, such possession shall be subject to the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. However, except for the cost of services requested by Tenant (e.g. freight elevator usage), Tenant shall not be required to pay Rent for any days of possession before the Commencement Date during which Tenant, with the approval of Landlord, is in possession of the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal property.; and

Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”"TARGET COMMENCEMENT DATE"; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will be the last day of the Term as determined based upon the actual Commencement Date. Landlord’s 's failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit EXHIBIT D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” "SUBSTANTIALLY COMPLETE" on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s 's use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s 's failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”"TENANT DELAY"), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. 3.02 Subject to Landlord’s 's obligation, if any, to perform Landlord Work, the Premises are accepted by Tenant in “"as is” " condition and configuration without any representations or warranties by Landlord. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition. Landlord shall not be liable for a failure to deliver possession of the Premises or any other space due to the holdover or unlawful possession of such space by another party, however Landlord shall use reasonable efforts to obtain possession of the space. The commencement date for the space, in such event, shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. If Tenant takes possession of the Premises before the Commencement Date, such possession shall be subject to the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. However, except for the cost of services requested by Tenant (e.g. freight elevator usage), Tenant shall not be required to pay Rent for any days of possession before the Commencement Date during which Tenant, with the approval of Landlord, is in possession of the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal property. 3.03 Notwithstanding anything to the contrary contained herein, Landlord and Tenant acknowledge and agree that the Premises shall be tendered to Tenant with certain furniture and equipment (the "FURNITURE") of the prior tenant remaining in the Premises. Although Landlord shall permit Tenant to utilize or remove the Furniture, Landlord makes no representation or warranty as to the ownership of the Furniture and Tenant shall utilize and/or dispose of the Furniture at Tenant's sole risk. Tenant agrees to remove the Furniture from the Premises on the earlier to occur of the Termination Date or the termination of this Lease or Tenant's right to possession thereunder, at Tenant's sole cost and expense, and to bear the costs of any repairs or restoration to the Premises necessitated by such removal, provided that if Tenant leaves any Furniture in the Premises, Landlord shall have the right to remove and dispose of the Furniture and Tenant shall reimburse Landlord for the cost of such removal and disposal and any repairs or restoration to the Premises necessitated by such removal and disposal. Tenant shall indemnify, defend and hold Landlord harmless from and against any and all claims, liabilities, damages or actions brought against or incurred by Landlord by any parties claiming to have any interest in the Furniture.

Adjustment of Commencement Date; Possession. 3.01 If A. The Lease Term shall not commence until the later to occur of the Target Commencement Date and the date that Landlord is required to perform has substantially completed the Landlord Work; provided, however, that if Landlord shall be delayed in substantially completing the Landlord Work as a result of the occurrence of any of the following (a "Delay"): 1. Tenant's failure to furnish information in accordance with the Work Letter agreement or to respond to any request by Landlord for any approval or information within any time period prescribed, or if no time period is prescribed, then within two (2) Business Days of a written request; or 2. Tenant's insistence on materials, finishes or installations that have long lead times after having first been informed by Landlord that such materials, finishes or installations will cause a Delay; or 3. Changes in any plans and specifications requested by Tenant; or 4. The performance or nonperformance by a person or entity employed by Tenant in the completion of any work in the Premises (all such work and such persons or entities being subject to the prior approval of Landlord); or 5. Any request by Tenant that Landlord delay the completion of any of the Landlord Work; or 6. Any breach or default by Tenant in the performance of Tenant's obligations under this Lease (after notice and the expiration of any applicable cure period under this Lease); or 7. Any delay resulting from Tenant's having taken possession of the Premises for any reason prior to substantial completion of the Landlord Work; or 8. Any other delay actually chargeable to Tenant, its agents, employees or independent contractors; then, for purposes of determining the Commencement Date: (a) , the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date of substantial completion shall be deemed to be the date on which the day that said Landlord Work would have been substantially completed absent any such Delay(s). Landlord shall use reasonable efforts to notify Tenant of any circumstances of which Landlord is Substantially Complete (defined below); and (c) aware that have caused or may cause a Delay, so that Tenant may take whatever action is appropriate to minimize or prevent such Delay. Notwithstanding the Termination Date will foregoing, Tenant shall only be responsible for Delays to the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete extent that they actually prevent Landlord from substantially completing the Landlord Work by the Target Commencement Date. Accordingly, the number of days of Delay shall in no event exceed the actual number of days between the Target Commencement Date and the date of substantial completion of Landlord Work. The Landlord Work shall be deemed to be substantially completed on the date that Landlord's architect reasonably determines that all Landlord's Work has been performed (or would have been performed absent any Delays), other than any details of construction, mechanical adjustment or any other matter, the noncompletion of which does not materially interfere with Tenant's use of the Premises. The adjustment of the Commencement Date and, accordingly, the postponement of Tenant's obligation to pay Rent shall be a default Tenant's sole remedy and shall constitute full settlement of all claims that Tenant might otherwise have against Landlord by Landlord or otherwise render Landlord liable reason of the Premises not being ready for damagesoccupancy by Tenant on the Target Commencement Date. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in (the "Commencement Letter") on the form attached hereto as Exhibit D. If C setting forth the Commencement Date, the Termination Date and any other dates that are affected by the adjustment of the Commencement Date. Tenant, within five (5) days after receipt thereof from Landlord, shall execute the Commencement Letter and return the same to Landlord. Notwithstandingthe foregoing, if there have been no Delays and the Commencement Date does not fall occur within six (6) months of the projected substantial completion of Landlord Work (the "Outside Completion Date"), Tenant, as its sole remedy, may terminate this Lease by giving Landlord written notice of termination on or before the last day earlier to occur of: (i) five (5) Business Days after the Outside Completion Date; and (ii) the Commencement Date. In such event, this Lease shall be deemed null and void and of a calendar monthno further force and effect and Landlord shall promptly refund any Prepaid Rental and Security Deposit previously advanced by Tenant under this Lease and, so long as Tenant has not previously defaulted under any of its obligations under the Work Letter, the parties hereto shall have no further responsibilities or obligations to each other with respect to this Lease. Landlord and Tenant may elect acknowledge and agree that: (i) the determination of the Commencement Date shall take into consideration the affect of any Delays by Tenant; and (ii) the Outside Completion Date shall be postponed by the number of days the Commencement Date is delayed due to adjust events of Force Majeure. Notwithstanding anything herein to the Termination contrary, if Landlord determines that it will be unable to cause the Commencement Date to the last day of the calendar month in which Termination Date occurs occur by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Outside Completion Date, Landlord Work shall be deemed have the right to be “Substantially Complete” on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is delayed in the immediately cease its performance of the Landlord Work as a result and provide Tenant with written notice (the "Outside Extension Notice") of such inability, which Outside Extension Notice shall set forth the date on which Landlord reasonably believes that the Commencement Date will occur. Upon receipt of the acts or omissions Outside Extension Notice, Tenant shall have the right to terminate this Lease by providing written notice of Tenanttermination to Landlord within five (5) Business Days after the date of the Outside Extension Notice. In the event that Tenant does not terminate this Lease within such five (5) Business Day period, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work Outside Completion Date shall automatically be deemed amended to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delaydte set forth in Landlord's Outside Extension Notice. 3.02 Subject to Landlord’s obligation, if any, to perform Landlord Work, the Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by Landlord. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition. Landlord shall not be liable for a failure to deliver possession of the Premises or any other space due to the holdover or unlawful possession of such space by another party, however Landlord shall use reasonable efforts to obtain possession of the space. The commencement date for the space, in such event, shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. C. [INTENTIONALLY OMITTED] D. If Tenant takes possession of the Premises before prior to the Commencement DateDate for the conduct of business in the normal course, such possession shall be subject to all the terms and conditions of this the Lease and Tenant shall pay Rent (defined in Section 4.01) Base Rental and Additional Base Rental to Landlord for each day of possession before occupancy prior to the Commencement Date. HoweverNotwithstanding the foregoing, Tenant may, so long as Tenant notifies the appropriate Building personnel, take possession of the Premises on the weekend (Saturday and Sunday) prior to the Commencement Date for the sole purpose of installing furniture, equipment or other personal property of Tenant. Such possession shall be subject to all of the terms and conditions of the Lease, except for the cost of services requested by Tenant (e.g. freight elevator usage), that Tenant shall not be required to pay Rent Base Rental or Additional Base Rental with respect to the aforesaid weekend during which Tenant performs such move-in. Tenant shall, however, be liable for the cost of any days services (e.g. electricity, HVAC, freight elevators) that are provided to Tenant or the Premises during the period of Tenant's possession before prior to the Commencement Date during which Tenant, with Date. Nothing herein shall be construed as granting Tenant the approval of Landlord, is in right to take possession of the Premises prior to the Commencement Date, whether for construction, fixturing or any other purpose, without the prior consent of Landlord. E. Notwithstanding the foregoing, if there have been no Delays and the Commencement Date does not occur by the date that is nine (9) months following the completion of the Plans (defined in the Work Letter) and the procurement of all permits necessary for the commencement of Landlord's Work (the "Outside Completion Date"), Tenant, as its sole purpose remedy, may terminate this Lease by giving Landlord written notice of performing improvements termination on or installing furniturebefore the earlier to occur of: (i) five (5) Business Days after the Outside Completion Date and (ii) the "Commencement Date". In such event, equipment this Lease shall be deemed null and void and of no further force and effect and Landlord shall promptly refund any Prepaid Rental and Security Deposit previously advanced by Tenant under this Lease and, so long as Tenant has not previously defaulted under any of its obligations under the Work Letter, the parties hereto shall have no further responsibilities or obligations to each other personal propertywith respect to this Lease. Landlord and Tenant acknowledge and agree that (i) the determination of the Commencement Date shall take into consideration the effect of any Delays by Tenant; and (ii) the Outside Completion Date shall be postponed by the number of days the Commencement Date is delayed due to events of Force Majeure. Notwithstanding anything herein to the contrary, if Landlord determines that it will be unable to cause the Commencement Date to occur by the Outside Completion Date, the Landlord shall have the right to immediately cease its performance of the Landlord Work and provide Tenant with written notice (the "Outside Extension Notice") of such inability, which Outside Extension Notice shall set forth the date on which Landlord reasonably believes that the Commencement Date will occur. Upon receipt of the Outside Extension Notice, Tenant shall have the right to terminate this Lease by providing written notice of termination to Landlord within five (5) Business Days after the date of the Outside Extension Notice. In the event that Tenant does not terinate this Lease within such five (5) Business Day period, the Outside Completion Date shall automatically be amended to be the date set forth in Landlord's Outside Extension Notice.

Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the later of (i) the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion noncompletion of which does not materially interfere with Tenant’s use of the Premises; and (ii) the date Landlord receives from the appropriate governmental authorities, with respect to the Landlord Work performed by Landlord or its contractors in the Premises, all approvals necessary for the occupancy of the Premises (or would have received such approvals absent any Tenant Delays). If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the Tenant’s specification of any materials or equipment with long lead times (each a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. Notwithstanding anything to the contrary in Section 1.06 above, Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date (described in Section 1.06) shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall execute and deliver a commencement letter in the form attached as Exhibit D (the “Commencement Letter”). Tenant’s failure to execute and return the Commencement Letter, or to provide written objection to the statements contained in the Commencement Letter, within 30 days after the date of the Commencement Letter shall be deemed an approval by Tenant of the statements contained therein. Landlord shall use reasonable efforts to notify Tenant, orally or in writing, of any circumstances of which Landlord is aware that have caused or may cause a Tenant Delay (including informing Tenant of long lead times related to availability of materials), so that Tenant may take whatever action is appropriate to minimize or prevent such Tenant Delay. 3.02 Subject to Landlord’s obligation, if any, obligation to perform Landlord Work, the Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by Landlord. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition. Notwithstanding the foregoing, Landlord represents that to Landlord’s knowledge, the mechanical (including HVAC), electrical, plumbing and fire/life safety systems serving the Premises are in good working order as of the date of this Lease. Notwithstanding the foregoing, Landlord shall be responsible for latent defects in the Landlord Work of which Tenant notifies Landlord to the extent that the correction of such defects is covered under valid and enforceable warranties given Landlord by contractors or subcontractors performing the Landlord Work. Landlord, at its option, may pursue such claims directly or assign any such warranties to Tenant for enforcement. Tenant’s acceptance of the Premises shall be subject to Landlord’s obligation to correct portions of the Landlord Work as set forth on a construction punch list prepared by Landlord and Tenant in accordance with the terms hereof. Within 15 days after Substantial Completion of the Landlord Work, Landlord and Tenant shall together conduct an inspection of the Premises and prepare a “punch list” setting forth any portions of the Landlord Work that are not in conformity with the Landlord Work as required by the terms of this Lease. Notwithstanding the foregoing, at the request of Landlord, such construction punch list shall be mutually prepared by Landlord and Tenant prior to the date on which Tenant first begins to move its furniture, equipment or other personal property into the Premises. Landlord, as part of the Landlord Work, shall use good faith efforts to correct all such items within a reasonable time following the completion of the punch list. Landlord shall not be liable for a failure to deliver possession of the Premises or any other space due to the holdover or unlawful possession of such space by another party, however provided, however, Landlord shall use reasonable efforts to obtain possession of the any such space. The In such event, the Commencement Date for the Premises, or the commencement date for the such other space, in such eventas applicable, shall be postponed until the date Landlord delivers possession of the Premises such space to Tenant free from occupancy by any party. Except as otherwise provided in this Lease, Tenant shall not be permitted to take possession of or enter the Premises prior to the Commencement Date without Landlord’s permission. If Tenant takes possession of or enters the Premises before the Commencement Date, such possession Tenant shall be subject to the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. HoweverLease; provided, however, except for the cost of services requested by Tenant (e.g. freight elevator usageafter hours HVAC service), Tenant shall not be required to pay Rent for any days of entry or possession before the Commencement Date during which Tenant, with the approval of Landlord’s approval, has entered, or is in possession of of, the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal property. However, notwithstanding the foregoing but subject to the terms of this Section 3.02, Landlord shall use its reasonable efforts to permit Tenant to enter the Premises after notice from Landlord, at Tenant’s sole risk, at least 14 days prior to the Commencement Date, solely for the purpose of installing equipment, furnishings and other personalty provided that such installations do not interfere with the Landlord Work. The parties agree to cooperate reasonably to coordinate their respective access to and work within the Premises so as to minimize any delay to the performance of the Landlord Work. Landlord may withdraw such permission to enter the Premises prior to the Commencement Date at any time that Landlord reasonably determines that such entry by Tenant is causing a dangerous situation for Landlord, Tenant or their respective contractors or employees, or if Landlord reasonably determines that such entry by Tenant is hampering or otherwise preventing Landlord from proceeding with the completion of the Landlord Work at the earliest possible date, provided that Landlord agrees to act reasonably in making any such determination in light of the mutual obligation of Landlord and Tenant to cooperate reasonably to coordinate their respective work as set forth above. 3.03 If (i) Landlord has received all required permits for the performance of the Landlord Work within 30 days after the date of this Lease, and (ii) the Commencement Date has not occurred on or before April 15, 2017 (the “Outside Completion Date”), Tenant shall be entitled to a rent abatement following the Base Rent Abatement Period of $1,155.45 for every day in the period beginning on the Outside Completion Date and ending on the Commencement Date. Landlord and Tenant acknowledge and agree that: (a) the determination of the Commencement Date shall take into consideration the effect of any Tenant Delays; and (b) the Outside Completion Date shall be postponed by the number of days the Commencement Date is delayed due to events of Force Majeure and the number of days Landlord is delayed in obtaining all required permits for the performance of the Landlord Work beyond the initial 30 day period after the date of this Lease.

Adjustment of Commencement Date; Possession. 3.01 A. If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Lease Term, Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will are to be determined in accordance with Section I.F.2. above, the last day Lease Term shall not commence until the later to occur of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date and the date that Landlord has substantially completed the work to be performed by Landlord as set forth in the Work Letter Agreement attached hereto as Exhibit D (“Landlord’s Work”); provided, however, that if Landlord shall not be delayed in substantially completing the Landlord Work as a result of the occurrence of any of the following (a “Delay”): (1) Tenant’s failure to furnish information in accordance with the Work Letter Agreement or to respond to any request by Landlord for any approval of information within any time period prescribed, or if no time period is prescribed, then within two (2) Business Days of such request; or (2) Tenant’s insistence on materials, finishes or installations that have long lead times after having first been informed by Landlord that such materials, finishes or installations will cause a Delay; or (3) Changes in any plans and specifications requested by Tenant; or (4) The performance or nonperformance by a person or entity employed by on or behalf of Tenant in the completion of any work in the Premises (all such work and such persons or entities being subject to prior approval of Landlord); or (5) Any request by Tenant that Landlord delay the completion of any of the Landlord’s Work; or (6) Any breach or default by Tenant in the performance of Tenant’s obligations under this Lease; or (7) Any delay resulting from Tenant’s having taken possession of the Premises for any reason prior to substantial completion of the Landlord’s Work; or (8) Any other delay chargeable to Tenant, its agents, employees or independent contractors; then, for purposes of determining the Commencement Date, the date of substantial completion shall be deemed to be the day that said Landlord’s Work would have been substantially completed absent any such Delay(s). The Landlord’s Work shall be deemed to be substantially completed on the date that Landlord’s Work has been performed (or would have been performed absent any Delay(s)), other than any details of construction, mechanical adjustment or any other matter, the noncompletion of which does not materially interfere with Tenant’s use of the Premises. The adjustment of the Commencement Date and, accordingly, the postponement of Tenant’s obligation to pay Base Rent and other sums due hereunder shall be Tenant’s sole remedy and shall constitute full settlement of all claims that Tenant might otherwise have against Landlord or otherwise render Landlord liable by reason of the Premises not being ready for damagesoccupancy by Tenant on the Target Commencement Date. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in (the “Commencement Letter”) on the form attached hereto as Exhibit D. If F setting forth the Commencement Date, the Termination Date does not fall on and any other dates that are affected by the last day adjustment of a calendar monththe Commencement Date. If this Lease requires Landlord to perform Landlord’s Work in the Premises, the Commencement Letter shall identify any minor incomplete items of the Landlord’s Work as reasonably determined by Landlord's architect (the "Punchlist Items"), which Punchlist Items Landlord shall promptly remedy. Tenant, within five (5) days after receipt thereof from Landlord, shall execute the Commencement Letter and return the same to Landlord. Notwithstanding anything herein to the contrary, Landlord and Tenant may elect elect, by written notice to Tenant, not to adjust the Termination Commencement Date as provided above if such adjustment would cause Landlord to the last day be in violation of the calendar month in which Termination existing rights granted to any other tenant of the Building. If Landlord elects not to adjust the Commencement Date, the Commencement Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the Target Commencement Date, provided that Base Rent and Additional Rent shall not commence until the date that all Landlord Landlord’s Work has been performed, other than any details of construction, mechanical adjustment substantially completed (or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably would have been expected to Substantially Complete the Landlord Work substantially completed absent any Tenant DelayDelays). 3.02 Subject to Landlord’s obligation, if any, to perform Landlord Work, the Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by Landlord. B. By taking possession of the Premises, Tenant agrees is deemed to have accepted the Premises and agreed that the Premises are is in good order and satisfactory condition. , with no representation or warranty by Landlord as to the condition of the Premises or the Building or suitability thereof for Tenant’s use. C. Notwithstanding anything to the contrary contained in this Lease, Landlord shall not be liable for obligated to tender possession of any portion of the Premises or other space leased by Tenant from time to time hereunder that, on the date possession is to be delivered, is occupied by a tenant or other occupant or that is subject to the rights of any other tenant or occupant, nor shall Landlord have any other obligations to Tenant under this Lease with respect to such space until the date Landlord: (1) recaptures such space from such existing tenant or occupant; and (2) regains the legal right to possession thereof. This Lease shall not be affected by any such failure to deliver possession and Tenant shall have no claim for damages against Landlord as a result thereof, all of which are hereby waived and released by Tenant. If Landlord is prevented from delivering possession of the Premises or any other space to Tenant due to the holdover or unlawful holding over in possession of such space the Premises by another partya tenant or other occupant thereof, however Landlord shall use reasonable efforts to obtain regain possession of the spacePremises in order to deliver the same to Tenant. The commencement date for If the spaceLease Term is to be determined pursuant to Section 1.F.(1) hereof, in such event, the Commencement Date shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any partyTenant, in which event the Termination Date shall, at the option of Landlord, correspondingly be postponed on a per diem basis. If the Lease Term is to be determined pursuant to Section 1.F.(2), the Commencement Date and Termination Date shall be determined as provided in Section 3.A. above. D. If Tenant takes possession of the Premises before prior to the Commencement Date, such possession shall be subject to all the terms and conditions of this the Lease and Tenant shall pay Base Rent (defined in Section 4.01) and Additional Rent to Landlord for each day of possession before occupancy prior to the Commencement Date. HoweverNotwithstanding the foregoing, if Tenant, with Landlord’s prior approval, takes possession of the Premises prior to the Commencement Date for the sole purpose of performing any Landlord-approved improvements therein or installing furniture, equipment or other personal property of Tenant, such possession shall be subject to all of the terms and conditions of the Lease, except for the cost of services requested by Tenant (e.g. freight elevator usage), that Tenant shall not be required to pay Rent for any days with respect to the period of possession before time prior to the Commencement Date during which Tenant performs such work. Tenant shall, however, be liable for the cost of any services (e.g. electricity, HVAC, freight elevators) that are provided to Tenant or the Premises during the period of Tenant, with ’s possession prior to the approval of Landlord, is in Commencement Date. Nothing herein shall be construed as granting Tenant the right to take possession of the Premises prior to the Commencement Date, whether for construction, fixturing or any other purpose, without the sole purpose prior consent of performing improvements or installing furniture, equipment or other personal propertyLandlord.

Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. 3.1 Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Commencement Date does not fall on the last first day of a calendar month, Landlord the first (1st) month of the Term shall include the first partial calendar month of the Term and Tenant may elect the first full calendar month thereafter and the first (s1 t) month’s Rent shall be increased to adjust include the Termination Date Rent attributable to the last day of the first (1st) partial calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted datemonth. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is delayed in Premises and the performance issuance of the Landlord Work as a result certificate of the acts or omissions of Tenant, the Tenant Related Parties occupancy (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”jurisdictional equivalent), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. 3.02 Subject to Landlord’s obligation, if any, to perform Landlord Work, the 3.2 The Premises are accepted by Tenant in “as as-is” condition and configuration without any representations or warranties by LandlordLandlord except as expressly provided herein. Tenant shall perform all improvements to the Premised over and above the Landlord Work in accordance with the “Work Letter” attached hereto as Exhibit C. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition. Landlord shall not be liable for a failure to deliver possession of the Premises or any other space due to the holdover or unlawful possession of such space by another party, however Landlord shall use reasonable efforts to obtain possession of the space. The commencement date for the space, in such event, shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. If Tenant takes possession of the Premises before the Commencement Date, such possession shall be subject to the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.014.1) to Landlord for each day of possession before the Commencement Date. However, except for the cost of services requested by Tenant (e.g. freight elevator usage), Tenant shall not be required to pay Rent for any days of possession before the Commencement Date during which Tenant, with the approval of Landlord, is in possession of the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal property.

Adjustment of Commencement Date; Possession. 3.01 A. If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Lease Term, Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will are to be determined in accordance with subsection I.A.4.b. above, the last day Lease Term shall not commence until the later to occur of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date and the date that Landlord has substantially completed the Landlord Work; provided, however, that if Landlord shall not be delayed in substantially completing the Landlord Work as a result of the occurrence of any of the following (a "Delay"): 1. Tenant's failure to furnish information in accordance with the Work Letter Agreement or to respond to any request by Landlord for any approval or information within any time period prescribed, or if no time period is prescribed, then within two (2) Business Days of such request; or 2. Tenant's insistence on materials, finishes or installations that have long lead times after having first been informed by Landlord that such materials, finishes or installations will cause a Delay; or 3. Changes in any plans and specifications requested by Tenant; or 4. The performance or nonperformance by a person or entity employed by Tenant in the completion of any work in the Premises (all such work and such persons or entities being subject to the prior written approval of Landlord); or 5. Any request by Tenant that Landlord delay the completion of any of the Landlord Work; or 6. Any breach or default by Tenant in the performance of Tenant's obligations under this Lease; or 7. Any delay resulting from Tenant having taken possession of the Premises for any reason prior to substantial completion of the Landlord Work; or 8. Any other delay chargeable to Tenant, its agents, employees or independent contractors; then, for purposes of determining the Commencement Date, the date of substantial completion shall be deemed to be the day that said Landlord Work would have been substantially completed absent any such Delay(s). The Landlord Work shall be deemed to be substantially completed on the date that Landlord reasonably determines that all Landlord Work has been performed (or would have been performed absent any Delays), other than any details of construction, mechanical adjustment or any other matter, the noncompletion of which does not materially interfere with Tenant's use of the Premises. The adjustment of the Commencement Date and, accordingly, the postponement of Tenant's obligation to pay Rent shall be Tenant's sole remedy and shall constitute full settlement of all claims that Tenant might otherwise render have against Landlord liable by reason of the Premises not being ready for damagesoccupancy by Tenant on the Target Commencement Date. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in (the "Commencement Letter") on the form attached hereto as Exhibit D. If C setting forth the Commencement Date, the Termination Date does not fall on and any other dates that are affected by the last day adjustment of a calendar monththe Commencement Date. Tenant, within five (5) days after receipt thereof from Landlord, shall execute the Commencement Letter and return the same to Landlord. Notwithstanding anything herein to the contrary, Landlord and Tenant may elect elect, by written notice to Tenant, not to adjust the Termination Commencement Date as provided above if such adjustment would cause Landlord to the last day be in violation of the calendar month in which Termination expansion rights granted to any other tenant of the Building. If Landlord elects not to adjust the Commencement Date, the Commencement Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the Target Commencement Date, provided that Rent shall not commence until the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment substantially completed (or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably would have been expected to Substantially Complete the Landlord Work substantially completed absent any Tenant DelayDelays). 3.02 Subject to Landlord’s obligation, if any, to perform Landlord Work, the Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by Landlord. B. By taking possession of the Premises, Tenant agrees is deemed to have accepted the Premises and agreed that the Premises are is in good order and satisfactory condition. , with no representation or warranty by Landlord as to the condition of the Premises or the Building or suitability thereof for Tenant's use. C. Notwithstanding anything to the contrary contained in the Lease, Landlord shall not be liable for obligated to tender possession of any portion of the Premises or other space leased by Tenant from time to time hereunder that, on the date possession is to be delivered, is occupied by a tenant or other occupant or that is subject to the rights of any other tenant or occupant, nor shall Landlord have any other obligations to Tenant under this Lease with respect to such space until the date Landlord: (1) recaptures such space from such existing tenant or occupant; and (2) regains the legal right to possession thereof. This Lease shall not be affected by any such failure to deliver possession and Tenant shall have no claim for damages against Landlord as a result thereof, all of the Premises or any other space due to the holdover or unlawful possession of such space which are hereby waived and released by another party, however Landlord shall use reasonable efforts to obtain possession of the spaceTenant. The commencement date for the space, in such event, Commencement Date and Termination Date shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. determined as provided in Section III.A above. D. If Tenant takes possession of the Premises before prior to the Commencement Date, such possession shall be subject to all the terms and conditions of this the Lease and Tenant shall pay Rent (defined in Section 4.01) Base Rental and Additional Base Rental to Landlord for each day of possession before occupancy prior to the Commencement Date. HoweverNotwithstanding the foregoing, except for the cost of services requested by Tenant (e.g. freight elevator usage), Tenant shall not be required to pay Rent for any days of possession before the Commencement Date during which if Tenant, with the approval of Landlord's prior approval, is in takes possession of the Premises prior to the Commencement Date for the sole purpose of performing any Landlord-approved improvements therein or installing furniture, equipment or other personal propertyproperty of Tenant, such possession shall be subject to all of the terms and conditions of the Lease, except that Tenant shall not be required to pay Base Rental or Additional Base Rental with respect to the period of time prior to the Commencement Date during which Tenant performs such work. Tenant shall, however, be liable for the cost of any services (e.g. electricity, HVAC, freight elevators) that are provided to Tenant or the Premises during the period of Tenant's possession prior to the Commencement Date. Nothing herein shall be construed as granting Tenant the right to take possession of the Premises prior to the Commencement Date, whether for construction, fixturing or any other purpose, without the prior consent of Landlord.

Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “"Target Commencement Date”"; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will be the last day of the Term as determined based upon the actual Commencement Date. Landlord’s 's failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “"Substantially Complete” " on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s 's use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s 's failure to comply with any of its obligations under this Lease, any delays attributable to the installation of Tenant's rolling file systems and any accompanying leasehold or building modifications installed in connection therewith, or the specification of any materials or equipment with long lead times (a “"Tenant Delay”"), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. 3.02 Subject to Landlord’s obligation, if any, to perform Landlord Work, the Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by Landlord. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition. Landlord shall not be liable for a failure to deliver possession of the Premises or any other space due to the holdover or unlawful possession of such space by another party, however Landlord shall use reasonable efforts to obtain possession of the space. The commencement date for the space, in such event, shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. If Tenant takes possession of the Premises before the Commencement Date, such possession shall be subject to the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. However, except for the cost of services requested by Tenant (e.g. freight elevator usage), Tenant shall not be required to pay Rent for any days of possession before the Commencement Date during which Tenant, with the approval of Landlord, is in possession of the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal property.

Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. A. The Landlord Work and the Initial Alterations shall each be accomplished in a good and workmanlike manner and shall be deemed to be “"Substantially Complete” " on the date that all Landlord Work or the Initial Alterations, as the case may be, has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion noncompletion of which does not materially interfere with Tenant’s 's use of the Premises. If Landlord is delayed in The Commencement Date and Termination Date shall be determined by Section I.F. B. Subject to the performance express terms of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. 3.02 Subject to Landlord’s obligation, if any, to perform Landlord Work, the Premises are accepted by Tenant in “"as is” " condition and configuration without any configuration. The parties acknowledge and agree that there are no representations or warranties by Landlord. By taking possession Landlord regarding the condition of the Premises, the Building or the Project, except to the extent expressly stated herein. Except to the extent caused by Tenant, any Tenant agrees that Party or any Tenant Related Party, as of the date of Substantial Completion of the Landlord Work (but expressly excluding the Initial Alterations or any portions of the Premises to the extent such portions are damaged, removed or affected by the Initial Alterations), the base Building electrical, heating, ventilation and air conditioning, mechanical and plumbing systems of the Premises and all currently existing interior improvements (excluding the UPS and the Cable Trays, as such terms are defined in Sections V and VI, respectively, in Exhibit E to this Lease) of the Premises and the landscaping, lighting, drainage, sprinkler systems, water features of the Exterior Common Area and located proximate to the Buildings (subject to the terms of this Section III.B below), and, to Landlord's actual knowledge, the sewer system of the Project, shall be in good order and satisfactory condition. If the foregoing are not in good working order as provided above, Landlord shall be responsible for repairing or restoring same at its cost and expense. For purposes of this Section, "Landlord's actual knowledge" shall be deemed to mean and limited to the current actual knowledge of Jason Goff at the time of execxxxxx xx xhe Lease and not be liable for a failure any implied, imputed, or constructive knowledge of said individual or of Landlord or any Landlord Related Parties and without any independent investigation or inquiry having been made or any implied duty to deliver possession investigate or make any inquiries; it being understood and agreed that such individual shall have no personal liability in any manner whatsoever hereunder or otherwise related to the transactions contemplated hereby. Landlord's obligation with respect to the condition of the Premises or any other space due water features of the Exterior Common Area located proximate to the holdover or unlawful possession Buildings shall only apply to the extent that the same continue to exist in the same order as of the date of this Lease. Landlord's obligation as stated above with respect to such space by another partywater features shall in no event apply in the event that the water features are removed and/or replaced. Notwithstanding anything contained herein to the contrary, however Tenant shall have 24 months from the completion of Landlord Work in which to discover and notify Landlord of any latent defects in the Landlord Work and the base Building systems. Landlord shall use reasonable efforts be responsible for the correction (including the costs thereof) of any latent defects with respect to obtain possession which it received timely notice from Tenant. Landlord shall be responsible for correcting any violations of Laws in effect as of the space. The commencement date for the space, in such event, shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. If Tenant takes possession of the Premises before the Commencement Date, such possession shall be subject to the terms and conditions of this Lease and Tenant as interpreted in Santa Clara County and, if applicablx, xy the City of Mountain View, with respect to the Premises and the Exterior Common Areas. Further, Landlord shall pay Rent be responsible for correcting any violations of Laws in effect as of the date of this Lease and as interpreted in Santa Clara County and, if applicablx, xy the City of Mountain View, with respect to the Premises and the Exterior Common Areas which violations arise solely and directly as a result of the construction of the Landlord Work and/or the Initial Alterations but only to the extent any such compliance requirement relates to normal and customary general office and manufacturing improvements located in the Premises (defined as opposed to improvements which are specialized for Tenant's specific use of the Premises). Notwithstanding the foregoing, Landlord shall have the right to contest any alleged violation in Section 4.01) good faith, including, without limitation, the right to Landlord apply for each day and obtain a waiver or deferment of possession before compliance, the Commencement Dateright to assert any and all defenses allowed by Laws and the right to appeal any decisions, judgments or rulings to the fullest extent permitted by Laws; provided, however, that such contest shall in no event adversely affect Tenant's ability to Substantially Complete the Initial Alterations in a timely manner or Tenant's use of the Premises. HoweverLandlord, except after the exhaustion of any and all rights to appeal or contest, will make all repairs, additions, alterations or improvements necessary to comply with the terms of any final order or judgment. Notwithstanding anything to the contrary contained herein, Tenant, not Landlord, shall be responsible for the cost costs and expenses of services requested by the correction of any violations that arise out of the specific nature of Tenant's business in the Premises, the acts or omissions of Tenant (e.g. freight elevator usageexcluding filing for permits related to the Initial Alterations), Tenant shall not be required to pay Rent for its agents, employees, invitees or contractors, Tenant's arrangement of any days of possession before the Commencement Date during which Tenant, with the approval of Landlord, is in possession of the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal propertyproperty in the Premises, any repairs, alterations, additions or improvements performed by or on behalf of Tenant (other than the Landlord Work and excluding filing for permits related to the Initial Alterations) and any design or configuration of the Premises specifically requested by Tenant after being informed that such design or configuration may not be in strict compliance with any such Laws.

Adjustment of Commencement Date; Possession. 3.01 A. If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Lease Term, Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will are to be determined in accordance with Section I.L.2 above, the last day Lease Term shall not commence until the later to occur of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date and the date that Landlord has substantially completed the work to be performed by Landlord as set forth in the Work Letter Agreement attached hereto as Exhibit E (“Landlord’s Work”); provided, however, that if Landlord shall not be delayed in substantially completing the Landlord Work as a result of the occurrence of any of the following (a “Delay”): (1) Tenant’s failure to furnish information in accordance with the Work Letter Agreement or to respond to any request by Landlord for any approval of information within any time period prescribed, or if no time period is prescribed, then within three (3) Business Days of such request; or (2) Tenant’s insistence on materials, finishes or installations that have long lead times after having first been informed by Landlord in writing that such materials, finishes or installations will cause a Delay; or (3) Changes in any plans and specifications requested by Tenant; or (4) The performance or nonperformance by a person or entity employed by on or behalf of Tenant in the completion of any work in the Premises (all such work and such persons or entities being subject to prior approval of Landlord); or (5) Any request by Tenant that Landlord delay the completion of any of the Landlord’s Work; or (6) Any breach or default by Tenant in the performance of Tenant’s obligations under this Lease; or (7) Any delay resulting from Tenant’s having taken possession of the Premises for any reason prior to substantial completion of the Landlord’s Work; or (8) Any other delay chargeable to Tenant, its agents, employees or independent contractors; then, for purposes of determining the Commencement Date, the date of substantial completion shall be deemed to be the day that said Landlord’s Work would have been substantially completed absent any such Delay(s). The Landlord’s Work shall be deemed to be substantially completed on the date that Landlord’s Work has been performed (or would have been performed absent any Delay(s), other than any details of construction, mechanical adjustment or any other matter, the noncompletion of which does not materially interfere with Tenant’s use of the Premises. The adjustment of the Commencement Date and, accordingly, the postponement of Tenant’s obligation to pay Base Rent and other sums due hereunder shall be Tenant’s sole remedy and shall constitute full settlement of all claims that Tenant might otherwise have against Landlord or otherwise render Landlord liable by reason of the Premises not being ready for damagesoccupancy by Tenant on the Target Commencement Date. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in (the “Commencement Letter”) on the form attached hereto as Exhibit D. If G setting forth the Commencement Date, the Termination Date does not fall on and any other dates that are affected by the last day adjustment of a calendar monththe Commencement Date. If this Lease requires Landlord to perform Landlord’s Work in the Premises, the Commencement Letter shall identify any minor incomplete items of the Landlord’s Work as reasonably determined by Landlord’s architect (the “Punchlist Items”), which Punchlist Items Landlord shall promptly remedy. Tenant, within five (5) business days after receipt thereof from Landlord, shall execute the Commencement Letter and return the same to Landlord. Notwithstanding anything herein to the contrary, Landlord and Tenant may elect elect, by written notice to Tenant, not to adjust the Termination Commencement Date as provided above if such adjustment would cause Landlord to the last day be in violation of the calendar month in which Termination existing rights granted to any other tenant of the Building. If Landlord elects not to adjust the Commencement Date, the Commencement Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the Target Commencement Date, provided that Base Rent and Additional Rent shall not commence until the date that all Landlord Landlord’s Work has been performed, other than any details of construction, mechanical adjustment substantially completed (or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably would have been expected to Substantially Complete the Landlord Work substantially completed absent any Tenant DelayDelays). 3.02 Subject to Landlord’s obligation, if any, to perform Landlord Work, the Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by Landlord. B. By taking possession of the Premises, Tenant agrees is deemed to have accepted the Premises and agreed that the Premises are is in good order and satisfactory condition. , with no representation or warranty by Landlord as to the condition of the Premises or the Building or suitability thereof for Tenant’s use. C. Notwithstanding anything to the contrary contained in this Lease, Landlord shall not be liable for obligated to tender possession of any portion of the Premises or other space leased by Tenant from time to time hereunder that, on the date possession is to be delivered, is occupied by a tenant or other occupant or that is subject to the rights of any other tenant or occupant, nor shall Landlord have any other obligations to Tenant under this Lease with respect to such space until the date Landlord: (1) recaptures such space from such existing tenant or occupant; and (2) regains the legal right to possession thereof. This Lease shall not be affected by any such failure to deliver possession and Tenant shall have no claim for damages against Landlord as a result thereof, all of which are hereby waived and released by Tenant. If Landlord is prevented from delivering possession of the Premises or any other space to Tenant due to the holdover or unlawful holding over in possession of such space the Premises by another partya tenant or other occupant thereof, however Landlord shall use reasonable efforts to obtain regain possession of the spacePremises in order to deliver the same to Tenant. The commencement date for If the spaceLease Term is to be determined pursuant to Section 1.L(1) hereof, in such event, the Commencement Date shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any partyTenant, in which event the Termination Date shall, at the option of Tenant, correspondingly be postponed on a per diem basis. If the Lease Term is to be determined pursuant to Section l.L(2), the Commencement Date and Termination Date shall be determined as provided in Section 3.A above. D. If Tenant takes possession of the Premises before prior to the Commencement Date, such possession shall be subject to all the terms and conditions of this the Lease and Tenant shall pay Base Rent (defined in Section 4.01) and Additional Rent to Landlord for each day of possession before occupancy prior to the Commencement Date. HoweverNotwithstanding the foregoing, if Tenant, with Landlord’s prior approval, takes possession of the Premises prior to the Commencement Date for the sole purpose of performing any Landlord-approved improvements therein or installing furniture, equipment or other personal property of Tenant, such possession shall be subject to all of the terms and conditions of the Lease, except for the cost of services requested by Tenant (e.g. freight elevator usage), that Tenant shall not be required to pay Rent for any days with respect to the period of possession before time prior to the Commencement Date during which Tenant performs such work. Tenant shall, however, be liable for the cost of any services (e.g. electricity, HVAC) that are provided to Tenant or the Premises during the period of Tenant, with ’s possession prior to the approval of Landlord, is in Commencement Date. Nothing herein shall be construed as granting Tenant the right to take possession of the Premises prior to the Commencement Date, whether for construction, fixturing or any other purpose, without the sole purpose prior consent of performing improvements or installing furniture, equipment or other personal propertyLandlord.

Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will be the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. Tenant’s failure to execute and return the commencement letter, or to provide written objection to the statements contained in the letter, within 30 days after the date of the letter shall be deemed an approval by Tenant of the statements contained therein. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which the Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. 3.02 Subject to Landlord’s obligation, if any, to perform Landlord Work, the Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by Landlord. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition. Landlord shall not be liable for a failure to deliver possession of the Premises or any other space due to the holdover or unlawful possession of such space by another party, however Landlord shall use reasonable efforts to obtain possession of the space. The commencement date for the space, in such event, shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. If Tenant takes possession of the Premises before the Commencement DateDate pursuant to the terms of this Lease (and not pursuant to any other agreement), such possession shall be subject to the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. However, except for the cost of services requested by Tenant (e.g. freight elevator usage), Tenant shall not be required to pay Rent for any days of possession before the Commencement Date during which Tenant, with the approval of Landlord, is in possession of the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal property.

Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will be the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, . Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. 3.02 Subject to Landlord’s obligation, if any, to perform Landlord Work, the Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by Landlord. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition. Landlord shall not be liable for a failure to deliver possession of the Premises or any other space due to the holdover or unlawful possession of such space by another party, however Landlord shall use reasonable efforts to obtain possession of the space. The commencement date for the space, in such event, shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. If Tenant takes possession of the Premises before the Commencement Date, such possession shall be subject to the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. However, except for the cost of services requested by Tenant (e.g. freight elevator usage), . Tenant shall not be required to pay Rent for any days of possession before the Commencement Date during which Tenant, with the approval of Landlord, is in possession of the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal property.

Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. A. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in (the "Commencement Letter") on the form attached hereto as Exhibit D. If C setting forth the Commencement Date, the Termination Date does not fall on and any other dates that are affected by the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day adjustment of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted dateCommencement Date. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, within five (5) days after receipt thereof from Landlord, shall execute the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant Commencement Letter and return the same to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant DelayLandlord. 3.02 Subject to Landlord’s obligation, if any, to perform Landlord Work, the Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by Landlord. B. By taking possession of the Premises, Tenant agrees is deemed to have accepted the Premises and agreed that the Premises are is in good order and satisfactory condition, with no representation or warranty by Landlord as to the condition of the Premises or the Building or suitability thereof for Tenant's use. Notwithstanding the foregoing, Landlord hereby represents to Tenant that the Premises, as currently demised, is in a condition and configuration that can be occupied by Tenant for the Permitted Use in accordance with any applicable building codes and zoning ordinances. C. Notwithstanding anything to the contrary contained in the Lease, Landlord shall not be liable obligated to tender possession of any portion of the Premises or other space leased by Tenant from time to time hereunder that, on the date possession is to be delivered, is occupied by a tenant or other occupant or that is subject to the rights of any other tenant or occupant, nor shall Landlord have any other obligations to Tenant under this Lease with respect to such space until the date Landlord: (1) recaptures such space from such existing tenant or occupant; and (2) regains the legal right to possession thereof. This Lease shall not be affected by any such failure to deliver possession and Tenant shall have no claim for damages against Landlord as a failure result thereof, all of which are hereby waived and released by Tenant. Notwithstanding the foregoing, if Landlord is unable to deliver possession of the Premises Premises, or any other space due to applicable portion thereof, within sixty (60) days after the holdover or unlawful date on which possession of such space by another partyis to delivered in accordance with the terms hereof and the existing occupant thereof is not actively engaged in the process of vacating such space, however Landlord shall use reasonable efforts thereafter proceed in good faith and with due diligence to commence and pursue such actions as are reasonably necessary to obtain possession of such space for the benefit of Tenant, including the commencement of necessary eviction and forcible detainer proceedings. In addition, if Landlord is unable to obtain possession of the space. The commencement date for the space, in such event, shall be postponed until Premises within ninety (90) days after the date Landlord delivers on which possession of the Premises to Tenant free from occupancy by any party. If Tenant takes possession of the Premises before the Commencement Date, such possession shall be subject to the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. However, except for the cost of services requested by Tenant (e.g. freight elevator usage), Tenant shall not be required to pay Rent for any days of possession before the Commencement Date during which Tenant, with the approval of Landlord, is in possession of the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal property.space

Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “"Target Commencement Date”"; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will be the last day of the Term as determined based upon the actual Commencement Date. Landlord’s 's failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. Tenant's failure to execute and return the commencement letter, or to provide written objection to the statements contained in the letter, within 30 days after the date of the letter shall be deemed an approval by Tenant of the statements contained therein. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which the Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “"Substantially Complete” " on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s 's use of the Premises. Landlord shall notify Tenant of the date that Landlord's Work is Substantially Complete. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s 's failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “"Tenant Delay”"), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. 3.02 Subject to Landlord’s 's obligation, if any, to perform Landlord Work, the Premises are accepted by Tenant in “"as is” " condition and configuration without any representations or warranties by Landlord. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition. Notwithstanding the foregoing, Landlord shall be responsible for latent defects in the Landlord Work of which Tenant notifies Landlord to the extent that the correction of such defects is covered under valid and enforceable warranties given Landlord by contractors or subcontractors performing the Landlord Work pursuant to a contract with Landlord. Landlord, at its option, may pursue such claims directly or assign any such warranties to Tenant for enforcement. Landlord shall not be liable for a failure to deliver possession of the Premises or any other space due to the holdover or unlawful possession of such space by another party, however Landlord shall use reasonable efforts to obtain possession of the space. The commencement date for the space, in such event, shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. If Tenant takes possession of the Premises before the Commencement Date, such possession shall be subject to the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. However, except for the cost of services requested by Tenant (e.g. freight elevator usage), Tenant shall not be required to pay Rent for any days of possession before the Commencement Date during which Tenant, with the approval of Landlord, is in possession of the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal property. 3.03 Notwithstanding the foregoing, if the Commencement Date has not occurred on or before the Required Completion Date (defined below), Tenant, as its sole remedy, may terminate this Lease by giving Landlord written notice of termination on or before the earlier to occur of: (i) 5 Business Days after the Required Completion Date; and (ii) the Commencement Date. In such event, this Lease shall be deemed null and void and of no further force and effect and Landlord shall promptly refund any prepaid rent and Security Deposit previously advanced by Tenant under this Lease and, so long as Tenant has not previously defaulted under any of its obligations under the Work Letter, the parties hereto shall have no further responsibilities or obligations to each other with respect to this Lease. The "Required Completion Date" shall mean November 1, 2006. Landlord and Tenant acknowledge and agree that: (i) the determination of the Commencement Date shall take into consideration the effect of any Tenant Delays; and (ii) the Required Completion Date shall be postponed by the number of days the Commencement Date is delayed due to events of Force Majeure. Notwithstanding anything herein to the contrary, if Landlord determines in good faith that it will be unable to cause the Commencement Date to occur by the Required Completion Date, Landlord shall have the right to immediately cease its performance of the Landlord Work and provide Tenant with written notice (the "Completion Date Extension Notice") of such inability, which Completion Date Extension Notice shall set forth the date on which Landlord reasonably believes that the Commencement Date will occur. Upon receipt of the Completion Date Extension Notice, Tenant shall have the right to terminate this Lease by providing written notice of termination to Landlord within 5 Business Days after the date of the Completion Date Extension Notice. If Tenant does not terminate this Lease within such 5 Business Day period, the Required Completion Date automatically shall be amended to be the date set forth in Landlord's Completion Date Extension Notice.

Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. A. The Landlord Work shall be deemed to be “"Substantially Complete” " on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion noncompletion of which does not materially interfere with Tenant’s 's use of the Premises, and as otherwise defined below. If In the event the Landlord Work has not been completed by June 15, 2000 for reasons other than Force Majeure or Tenant Delay, then beginning on the Commencement Date Base Rent and Additional Rent shall be abated one (1) day for each day that substantial completion of the Landlord Work is delayed (excluding delays caused by Force Majeure and Tenant Delay) after June 15, 2000; provided, however, that in the event the Landlord Work has not been completed by March 31, 2001 for any reason (including Force Majeure) other than Tenant Delay, then Tenant shall have the right to terminate this Lease upon written notice to Landlord within 30 days thereafter. However, if Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the any Tenant Related Parties Delay(s) (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”below), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. 3.02 Subject to Landlord’s obligation. "Tenant Delay" means any act or omission of Tenant or its agents, if anyemployees, to perform vendors or contractors that actually delays the Substantial Completion of the Landlord Work, including, without limitation: (1) Tenant's failure to furnish information or approvals within any time period specified in this Lease, including the Premises are accepted failure to prepare or approve preliminary or final plans by any applicable due date; (2) Tenant's selection of equipment or materials that have long lead times after first being informed by Landlord that the selection may result in a delay; (3) changes requested or made by Tenant in “as is” condition to previously approved plans and configuration without any representations or warranties by Landlord. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition. Landlord shall not be liable for a failure to deliver possession of the Premises or any other space due to the holdover or unlawful possession of such space by another party, however Landlord shall use reasonable efforts to obtain possession of the space. The commencement date for the space, in such event, shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. If Tenant takes possession of the Premises before the Commencement Date, such possession shall be subject to the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. However, except for the cost of services requested by Tenant (e.g. freight elevator usage), Tenant shall not be required to pay Rent for any days of possession before the Commencement Date during which Tenant, with the approval of Landlord, is in possession of the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal property.specifications;

Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the The Termination Date will be the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work In such event, the Base Rent for the entirety of such calendar month shall be deemed to be “Substantially Complete” on at the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined rate set forth in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any 1.03 hereof for the first part of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delaysuch calendar month. 3.02 Subject to Landlord’s obligation, if any, to perform Landlord Work, Tenant hereby acknowledges and agrees that the Premises are accepted by Tenant in “as is,” “where is” condition and configuration without any representations or warranties by LandlordLandlord or any obligation of Landlord to perform any work and/or other improvements therein in connection with Tenant’s use and occupancy of the Premises except as specifically provided in Section 3.03. By taking possession of the Premises, Tenant agrees that the Building, the Premises and the Common Areas are in good order and satisfactory condition. Landlord shall not be liable for a failure to deliver possession of the Premises or any other space due to the holdover or unlawful possession of such space by another party, however Landlord shall use reasonable efforts to obtain possession of the space. The commencement date for the space, in such event, shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. If Tenant takes possession of the Premises before the Commencement Date, such possession shall be subject to the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. However, except for the cost of services requested by Tenant (e.g. freight elevator usage)Tenant, Tenant shall not be required to pay Rent for any days of possession before the Commencement Date during which Tenant, with the approval of Landlord, is deemed to be in possession of the Premises for the sole purpose of performing improvements the Tenant’s Work or installing furniture, equipment or other personal propertyproperty during the “Early Access Period” (as defined in the Exhibit C attached hereto). (a) As of the date upon which Landlord delivers the Premises to Tenant pursuant to the terms and provisions of this Lease (the “Delivery Date”): (i) all mechanical, electrical, plumbing and fire/life safety systems serving the Building shall be in good working order, condition and repair; (ii) the roof of the Building shall be free from leaks; (iii) all utilities and meters serving the Premises shall have been installed and be in good working order and condition; (iv) no other tenant or occupant of the Building will have been granted a right which would prohibit or limit Tenant’s Permitted Use under this Lease; (v) all oil tanks and concrete dividers relating thereto shall be removed from the Building; (vi) Landlord shall have replaced and/or repaired the three (3) HVAC units serving the Premises that are not fully-functioning as of the date of this Lease so that such HVAC units and/or replacement HVAC units are in good working order, condition and repair as of the Delivery Date; and (vii) the Premises shall be in “broom clean” condition, free of all tenancies and occupants. (b) Landlord represents and warrants to Tenant that, as of the date of this Lease: (i) Landlord has full power and authority to enter into this Lease and the person executing this Lease on behalf of Landlord is authorized to do so; (ii) there are no Mortgages (defined in Section 22.01) which in any way prohibit or interfere with the Permitted Use of the Premises by Tenant and Landlord shall not permit or suffer any such Mortgages to encumber the Building which would prohibit or interfere with such Permitted Use; and (iii) Landlord has not received any written notice from any governmental authority that the Building is in violation of applicable Laws (defined in Section 5).

Adjustment of Commencement Date; Possession. 3.01 If A. The “Commencement Date” shall be the next business day following execution of this Lease by Landlord is and Tenant and payment by Tenant of all prepaid Rent and security deposits required under this Lease. Possession of the Premises shall be delivered to perform Tenant by Landlord Work prior to on the Commencement Date: . After Landlord delivers the Premises to Tenant, Tenant shall proceed with due dispatch and diligence to stock and fixture the Premises, and to construct (a) in accordance with Section 8) any additional initial Leasehold Improvements which may be necessary, to open the date set forth in Section 1.06 as Premises for business with the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date public on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by or before the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damagesOpening Date. Promptly after the determination of the Rent Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in (the “Commencement Letter”) on the form attached hereto as Exhibit D. If F setting forth the Commencement Date, the Rent Commencement Date, the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs any other dates that are affected by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant DelayRent Commencement Date. 3.02 Subject to Landlord’s obligation, if any, to perform Landlord Work, the Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by Landlord. B. By taking possession of the Premises, Tenant agrees is deemed to have accepted the Premises and agreed that the Premises are is in good order and satisfactory condition. , with no representation or warranty by Landlord shall not be liable for a failure as to deliver possession the condition of the Premises or any other space due the Building or suitability thereof for Tenant’s use. Notwithstanding anything contained in this Lease to the holdover or unlawful possession contrary, Landlord represents that, to the best of such space by another partyits knowledge, however Landlord shall use reasonable efforts to obtain possession the roof, exterior walls, heating and air conditioning system, plumbing, electrical and all other structural components of the space. The commencement date for the space, Building are in such event, shall be postponed until working order as of the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. hereof. C. [Reserved]. D. If Tenant takes possession of the Premises before prior to the Commencement Date, such possession shall be subject to all the terms and conditions of this the Lease and Tenant shall pay Base Rent (defined in Section 4.01) and Additional Rent to Landlord for each day of possession before occupancy prior to the Commencement Date. HoweverNotwithstanding the foregoing, if Tenant, with Landlord’s prior approval, takes possession of the Premises prior to the Commencement Date for the sole purpose of performing any Landlord-approved improvements therein or installing furniture, equipment or other personal property of Tenant, such possession shall be subject to all of the terms and conditions of the Lease, except for the cost of services requested by Tenant (e.g. freight elevator usage), that Tenant shall not be required to pay Rent for any days with respect to the period of possession before time prior to the Commencement Date during which Tenant performs such work. Tenant shall, however, be liable for the cost of any services (e.g. electricity, HVAC, freight elevators) that are provided to Tenant or the Premises during the period of Tenant, with ’s possession prior to the approval of Landlord, is in Commencement Date. Nothing herein shall be construed as granting Tenant the right to take possession of the Premises prior to the Commencement Date, whether for construction, fixturing or any other purpose, without the sole purpose prior consent of performing improvements or installing furniture, equipment or other personal propertyLandlord.

Adjustment of Commencement Date; Possession. 3.01 If Landlord is required A. The Lease Term shall not commence until the later to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will the last day occur of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has been performedsubstantially completed the Landlord Work; provided, other than any details of constructionhowever, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If that if Landlord is shall be delayed in the performance of substantially completing the Landlord Work as a result of the acts occurrence of any of the following (a "Delay"): 1. Tenant's failure to furnish information in accordance with the Work Letter agreement or omissions to respond to any request by Landlord for any approval or information within any time period prescribed, or if no time period is prescribed, then within two (2) Business Days of a written request; or 2. Tenant's insistence on materials, finishes or installations that have long lead times after having first been informed by Landlord that such materials, finishes or installations will cause a Delay; or 3. Changes in any plans and specifications requested by Tenant; or 4. The performance or nonperformance by a person or entity employed by Tenant in the completion of any work in the Premises (all such work and such persons or entities being subject to the prior approval of Landlord); or 5. Any request by Tenant that Landlord delay the completion of any of the Landlord Work; or 6. Any breach or default by Tenant in the performance of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its 's obligations under this Lease, or Lease (after notice and the specification expiration of any materials applicable cure period under this Lease); or 7. Any delay resulting from Tenant's having taken possession of the Premises for any reason prior to substantial completion of the Landlord Work; or 8. Any other delay actually chargeable to Tenant, its agents, employees or equipment with long lead times (a “Tenant Delay”)independent contractors; then, for purposes of determining the Commencement Date, the Landlord Work date of substantial completion shall be deemed to be Substantially Complete on the date day that said Landlord could reasonably Work would have been expected to Substantially Complete the Landlord Work substantially completed absent any Tenant Delay. 3.02 Subject to Landlord’s obligation, if any, to perform Landlord Work, the Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by Landlordsuch Delay(s). By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition. Landlord shall not be liable for a failure to deliver possession of the Premises or any other space due to the holdover or unlawful possession of such space by another party, however Landlord shall use reasonable efforts to obtain possession notify Tenant of any circumstances of which Landlord is aware that have caused or may cause a Delay, so that Tenant may take whatever action is appropriate to minimize or prevent such Delay. Notwithstanding the spaceforegoing, Tenant shall only be responsible for Delays to the extent that they actually prevent Landlord from substantially completing the Landlord Work by the Target Commencement Date. The commencement date for Accordingly, the space, in such event, shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. number of C. [INTENTIONALLY OMITTED] D. If Tenant takes possession of the Premises before prior to the Commencement DateDate for the conduct of business in the normal course, such possession shall be subject to all the terms and conditions of this the Lease and Tenant shall pay Rent (defined in Section 4.01) Base Rental and Additional Base Rental to Landlord for each day of possession before occupancy prior to the Commencement Date. HoweverNotwithstanding the foregoing, Tenant may, so long as Tenant notifies the appropriate Building personnel, take possession of the Premises on the weekend (Saturday and Sunday) prior to the Commencement Date for the sole purpose of installing furniture, equipment or other personal property of Tenant. Such possession shall be subject to all of the terms and conditions of the Lease, except for the cost of services requested by Tenant (e.g. freight elevator usage), that Tenant shall not be required to pay Rent Base Rental or Additional Base Rental with respect to the aforesaid weekend during which Tenant performs such move-in. Tenant shall, however, be liable for the cost of any days services (e.g. electricity, HVAC, freight elevators) that are provided to Tenant or the Premises during the period of Tenant's possession before prior to the Commencement Date during which Tenant, with Date. Nothing herein shall be construed as granting Tenant the approval of Landlord, is in right to take possession of the Premises prior to the Commencement Date, whether for construction, fixturing or any other purpose, without the prior consent of Landlord. E. Notwithstanding the foregoing, if there have been no Delays and the Commencement Date does not occur by the date that is nine (9) months following the completion of the Plans (defined in the Work Letter) and the procurement of all permits necessary for the commencement of Landlord's Work (the "Outside Completion Date"), Tenant, as its sole purpose remedy, may terminate this Lease by giving Landlord written notice of performing improvements termination on or installing furniturebefore the earlier to occur of: (i) five (5) Business Days after the Outside Completion Date and (ii) the "Commencement Date". In such event, equipment this Lease shall be deemed null and void and of no further force and effect and Landlord shall promptly refund any Prepaid Rental and Security Deposit previously advanced by Tenant under this Lease and, so long as Tenant has not previously defaulted under any of its obligations under the Work Letter, the parties hereto shall have no further responsibilities or obligations to each other personal propertywith respect to this Lease. Landlord and Tenant acknowledge and agree that (i) the determination of the Commencement Date shall take into consideration the effect of any Delays by Tenant; and (ii) the Outside Completion Date shall be postponed by the number of days the Commencement Date is delayed due to events of Force Majeure. Notwithstanding anything herein to the contrary, if Landlord determines that it will be unable to cause the Commencement Date to occur by the Outside Completion Date, the Landlord shall have the right to immediately cease its performance of the Landlord Work and provide Tenant with written notice (the "Outside Extension Notice") of such inability, which Outside Extension Notice shall set forth the date on which Landlord reasonably believes that the Commencement Date will occur. Upon receipt of the Outside Extension Notice, Tenant shall have the right to terminate this Lease by providing written notice of termination to Landlord within five (5) Business Days after the date of the Outside Extension Notice. In the event that Tenant does not terinate this Lease within such five (5) Business Day period, the Outside Completion Date shall automatically be amended to be the date set forth in Landlord's Outside Extension Notice.

Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into execute and deliver a commencement letter agreement in the form attached as Exhibit D. If D (the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date“Commencement Letter”). The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Leaseexecute and return the Commencement Letter, or to provide written objection to the specification statements contained in the Commencement Letter, within 30 days after the date of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work Commencement Letter shall be deemed to be Substantially Complete on an approval by Tenant of the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delaystatements contained therein. 3.02 Subject to Landlord’s obligation, if any, obligation to perform Landlord Work, the Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by Landlord. During the period commencing on the Delivery Date and continuing through the day immediately preceding the Commencement Date (the “Beneficial Occupancy Period”), Tenant’s use and occupancy of the Premises shall be subject to the terms and conditions of this Lease; provided, however, except for the cost of services requested by Tenant (e.g. after hours HVAC service) and the cost of electricity used by Tenant in the Premises, Tenant shall not be required to pay Rent for any entry or possession during the Beneficial Occupancy Period. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition. Landlord shall not be liable for a failure to deliver possession of the Premises or any other space due to the holdover or unlawful possession of such space by another party, however provided, however, Landlord shall use reasonable efforts to obtain possession of the any such space. The In such event, the Delivery Date for the Premises, or the commencement date for the such other space, in such eventas applicable, shall be postponed until the date Landlord delivers possession of the Premises such space to Tenant free from occupancy by any party. Except as otherwise provided in this Lease, Tenant shall not be permitted to take possession of or enter the Premises prior to the Delivery Date without Landlord’s permission. If Tenant takes possession of or enters the Premises before the Commencement Delivery Date, such possession Tenant shall be subject to the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. HoweverLease; provided, however, except for the cost of services requested by Tenant (e.g. freight elevator usageafter hours HVAC service), Tenant shall not be required to pay Rent for any days of entry or possession before the Commencement Delivery Date during which Tenant, with the approval of Landlord’s approval, has entered, or is in possession of of, the Premises for the sole purpose of performing improvements Initial Alterations (as defined in Exhibit C) or installing furniture, equipment or other personal property. 3.03 If the Delivery Date has not occurred on or before July 15, 2019 (the “Outside Delivery Date”), Tenant shall be entitled to a rent abatement following the Base Rent Abatement Period of $7,978.01 for every day in the period beginning on the Outside Delivery Date and ending on the Delivery Date. Landlord and Tenant acknowledge and agree that: (i) the determination of the Delivery Date shall take into consideration the effect of any delays in Landlord’s completion of the Landlord Work caused by the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or Tenant’s specification of any materials or equipment with long lead times, and in such event, the Landlord Work shall be deemed to have been substantially completed on the date that Landlord could reasonably have been expected to substantially complete the Landlord Work absent any such delays caused by Tenant; and (ii) the Outside Delivery Date shall be postponed by the number of days the Delivery Date is delayed due to events of Force Majeure.

Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”"TARGET COMMENCEMENT DATE"; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will be the last day of the Term as determined based upon the actual Commencement Date. Landlord’s 's failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit EXHIBIT D. Tenant's failure to execute and return the commencement letter, or to provide written objection to the statements contained in the letter, within 30 days after the date of the letter shall be deemed an approval by Tenant of the statements contained therein. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which the Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” "SUBSTANTIALLY COMPLETE" on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s 's use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s 's failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”"TENANT DELAY"), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. 3.02 Subject to Landlord’s obligation, if any, to perform Landlord Work, the Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by Landlord. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition. Landlord shall not be liable for a failure to deliver possession of the Premises or any other space due to the holdover or unlawful possession of such space by another party, however Landlord shall use reasonable efforts to obtain possession of the space. The commencement date for the space, in such event, shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. If Tenant takes possession of the Premises before the Commencement Date, such possession shall be subject to the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. However, except for the cost of services requested by Tenant (e.g. freight elevator usage), Tenant shall not be required to pay Rent for any days of possession before the Commencement Date during which Tenant, with the approval of Landlord, is in possession of the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal property.

Adjustment of Commencement Date; Possession. 3.01 3.1 If for any reason whatsoever, Landlord is required unable to perform deliver possession of the Premises to Tenant free and clear of Tenants and occupants and with Landlord Work Substantially Complete on or prior to November 1, 2016 (the Commencement “Target Substantial Completion Date: ”), then (ai) the date set forth this Lease shall remain in Section 1.06 as full force and effect, (ii) the Commencement Date shall instead automatically be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be adjusted forward on a day-for-day basis until the date on which Landlord delivers possession of the Premises to Tenant, and (iii) Tenant shall be permitted to remain in its current premises under the Prior Lease (as defined in Exhibit F). 3.2 Subject to Landlord delivering the Premises to Tenant with the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. 3.02 Subject to Landlord’s obligation, if any, to perform Landlord Work, the Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by Landlord, express or implied. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition. Provided Tenant has delivered to Landlord all evidence of insurance as required under this Lease and all amounts due to Landlord upon execution of the Lease, commencing on the date hereof Landlord shall not be liable for a failure grant to deliver possession of Tenant the right to enter the Premises or any other space due prior to the holdover or unlawful possession of such space by another partyCommencement Date during Building Service Hours (the “Early Access Period”) to allow Tenant to install furniture, however Landlord shall use reasonable efforts to obtain possession of the space. The commencement date for the spacefixtures, in such eventcabling and equipment, shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. If Tenant takes possession of the Premises before the Commencement Date, such possession shall be subject to the terms and conditions of this Lease and Tenant subject at all times to the condition that Tenant’s occupancy during the Early Access Period shall pay Rent (defined in Section 4.01) to not interfere with the Landlord for each day of possession before Work. During the Commencement Date. However, except for the cost of services requested by Tenant (e.g. freight elevator usage)Early Access Period, Tenant shall not be required have no obligation to pay Base Rent for any days or Tenant’s Pro Rata Share of possession before the Commencement Date during which Tax Excess and Expense Excess; provided that Tenant, with the approval of Landlord, is in possession ’s occupancy of the Premises during the Early Access Period shall be subject to all other terms and conditions of this Lease including without limitation the requirement that Tenant pay for electrical service consumed in the sole purpose of performing improvements or installing furniture, equipment or other personal propertyPremises.

Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will be the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure Landlord shall diligently attempt to Substantially Complete the Landlord Work by the Target Commencement Date but failure to so complete despite such efforts shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the later of (i) the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises, and (ii) the date Landlord receives from the appropriate governmental authority all approvals necessary for the issuance of a certificate of occupancy with respect to the Landlord Work performed by Landlord or its contractors in the Premises (or would have received such approvals absent any Tenant Delay). If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any non-standard materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. 3.02 Subject to Landlord’s obligation, if any, to perform Landlord Work, the Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by Landlord. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition. Landlord shall not be liable for a failure to deliver possession of the Premises or any other space due to the holdover or unlawful possession of such space by another party, however Landlord shall use reasonable efforts to obtain possession of the space. The commencement date for the space, in such event, shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. If Tenant takes possession of the Premises before the Commencement Date, such possession shall be subject to the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. HoweverTenant, except for the cost of services requested by Tenant (e.g. freight elevator usage)however, Tenant shall not be required to pay Rent for any days of possession before the Commencement Date during which Tenant, with the approval of Landlord, is in possession of the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal property. Notwithstanding the foregoing, if there has been no Tenant Delay and the Commencement Date does not occur by October 1, 2003 (the “Outside Completion Date”), Tenant, as its sole remedy, shall provide Landlord with written notice that if the Commencement Date does not occur by November 1, 2003 Tenant shall terminate this Lease. In such event, if the Commencement Date does not occur by November 1, 2003, this Lease shall be deemed null and void and of no further force and effect and Landlord shall promptly refund any Security Deposit previously advanced by Tenant under this Lease and, so long as Tenant has not previously been declared in Default under any of its obligations under the Work Letter, the parties hereto shall have no further responsibilities or obligations to each other with respect to this Lease. Landlord and Tenant acknowledge and agree that: (i) the determination of the Commencement Date shall take into consideration the effect of any Tenant Delay; and (ii) the Outside Completion Date shall be postponed by the number of days the Commencement Date is delayed due to events of Force Majeure. Notwithstanding anything herein to the contrary, if Landlord reasonably determines despite diligent efforts that it will be unable to cause the Commencement Date to occur by the Outside Completion Date, Landlord shall have the right to immediately cease its performance of the Landlord Work and provide Tenant with written notice (the “Outside Extension Notice”) of such inability, which Outside Extension Notice shall set forth the date on which Landlord reasonably believes that the Commencement Date will occur. Upon receipt of the Outside Extension Notice, Tenant shall have the right to terminate this Lease by providing written notice of termination to Landlord within 5 Business Days after the date of the Outside Extension Notice. In the event that Tenant does not terminate this Lease within such 5 Business Day period, the Outside Completion Date shall automatically be amended to be the date set forth in Landlord’s Outside Extension Notice.

Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the Tenant’s specification of any materials or equipment with long lead times (each a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. Notwithstanding anything to the contrary in Section 1.06 above, Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date (described in Section 1.06) shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall execute and deliver a commencement letter in the form attached as Exhibit D (the “Commencement Letter”). Tenant’s failure to execute and return the Commencement Letter, or to provide written objection to the statements contained in the Commencement Letter, within 30 days after the date of the Commencement Letter shall be deemed an approval by Tenant of the statements contained therein. If the Termination Date does not fall on the last day of a calendar month, then, notwithstanding anything in Section 1.03 or 1.06 to the contrary, Landlord, at its option, by written notice to Tenant, may elect to adjust the Termination Date to the last day of the calendar month in which the Termination Date would otherwise occur, in which event the Base Rent rate, per rentable square foot, applicable to the portion of such calendar month so added to the Term shall be the same as that which applies to the preceding portion of such calendar month. 3.02 Subject to Landlord’s obligation, if any, obligation to perform Landlord Work, the Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by Landlord. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition. Landlord shall not be liable for a failure to deliver possession of the Premises or any other space due to the holdover or unlawful possession of such space by another party, however provided, however, Landlord shall use reasonable efforts to obtain possession of the any such space. The In such event, the Commencement Date for the Premises, or the commencement date for the such other space, in such eventas applicable, shall be postponed until the date Landlord delivers possession of the Premises such space to Tenant free from occupancy by any party. Except as otherwise provided in this Lease, Tenant shall not be permitted to take possession of or enter the Premises prior to the Commencement Date without Landlord’s permission. If Tenant takes possession of or enters the Premises before the Commencement Date, such possession Tenant shall be subject to the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. HoweverLease; provided, however, except for the cost of services requested by Tenant (e.g. freight elevator usageafter hours HVAC service), Tenant shall not be required to pay Rent for any days of entry or possession before the Commencement Date during which Tenant, with the approval of Landlord’s approval, has entered, or is in possession of of, the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal property.

Adjustment of Commencement Date; Possession. 3.01 2.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below)substantially complete, as reasonably determined jointly by Landlord and Tenant; and (c) the Termination Date will be the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Unless caused by Landlord’s gross negligence or willful misconduct, Landlord’s failure to substantially complete the Landlord Work by the Target Commencement Date shall not be deemed to be “Substantially Complete” on the date that all a default by Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premisesotherwise render Landlord liable for damages. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 1312) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. 3.02 2.02 Subject to the Landlord’s obligation, if any, obligation to perform and complete Landlord WorkWork in accordance with the terms of this lease, the Premises are accepted by Tenant in “as is” condition and configuration configuration, as determined at the time of Lease Execution, without any representations or warranties by Landlord. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition. Landlord shall not be liable for a any failure to deliver possession of the Premises or any other space due to the holdover or unlawful possession of such space by another any party. In such event, however Landlord shall use reasonable efforts to obtain possession of the space. The commencement date for the space, in such event, space shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. 2.03 Tenant, and its licensees, employees, and customers shall have non-exclusive right to use Common Areas, as constituted from time to time, such use to being common with Landlord, other tenants of the Building and other persons entitled to use the Common Areas subject to all encumbrances and the Building rules and regulations. Provided the Tenant performs all of its obligations hereunder, Tenant shall have and peaceably enjoy the Premises during the Lease Term free of claims by or through Landlord, subject to all the terms and conditions contained in this Lease. 2.04 If Tenant takes shall enter into possession of all or any part of the Premises before prior to the Commencement DateDate fixed above, such possession shall be subject to all the terms covenants and conditions of this Lease and Tenant shall pay Rent (defined be binding upon the parties hereto in Section 4.01) to Landlord for each respect of such possession the same as if the first day of possession before the Commencement Date. HoweverTerm had been fixed as the date when Tenant entered such possession, except for that unless otherwise indicated in the cost of services requested by Tenant (e.g. freight elevator usage)Special Stipulations, Tenant not shall not be required obligated to pay Base Rent for any days of possession before the Commencement Date during which Tenant, with the approval of Landlord, is in possession of the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal propertysuch early occupancy.

Adjustment of Commencement Date; Possession. 3.01 If 3.1 Pursuant to the Work Letter, Landlord is required shall use commercially reasonable efforts to perform Landlord Work prior to the Commencement Date: April 1, 2007 (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) ). In the actual Commencement Date shall be the date on which event the Landlord Work is Substantially Complete (defined below); ) after the Target Commencement Date, the date of Substantial Completion of the Landlord Work shall be the actual Commencement Date and (c) the Termination Date will be the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damagesdamages except that the Tenant shall receive a rent credit equal to one day for each day beyond the Target Commencement Date that Landlord has not delivered the Premises to Tenant with the Landlord Work Substantially Complete, subject to Tenant Delay as hereafter provided. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has substantially been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises, which items shall be jointly determined by Landlord and Tenant following an inspection of the Premises to be conducted promptly following receipt of Landlord’s notice to Tenant of Substantial Completion of the Landlord Work (collectively, the “Punch List Items”). Landlord shall use commercially reasonable efforts to complete the Punch List Items within thirty (30) days following the Commencement Date. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of TenantTenant (which shall be subject at least 24 hour notice from Landlord by email and phone to Rxxx Xxxxx at rxxxxx@xxxxx.xxx and 781.698.9370 — or such other contact as Tenant may designate in writing to Landlord from time to time — before any Tenant Delay shall be imposed), the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, Tenant’s delay in approving the Plans (defined in Exhibit C), changes requested by Tenant to the approved plansPlans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Target Commencement Date shall be extended one day for each day of Tenant Delay. In the event that the Landlord has not delivered the Premises with the Landlord Work Substantially Complete by the date which is ninety (90) days after the Target Commencement Date, subject to an extension of one day for each day delay attributable to Tenant Delay, then the Tenant shall have the right to terminate this Lease upon thirty (30) days advance written notice to the Landlord. In the event the Landlord Substantially Completes the Landlord Work within said thirty (30) day period, then the Tenant’s termination notice shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delayautomatically withdrawn. 3.02 3.2 Subject to Landlord’s obligation, if any, obligation to perform Landlord WorkWork and comply with its obligations under this Lease, the Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by LandlordLandlord except as otherwise specifically set forth herein. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory conditioncondition except for Punch List Items and latent defects. Landlord shall not be liable for a failure represents and warrants to deliver possession Tenant that as of the date hereof to Landlord’s actual knowledge (a) Landlord has received no notice of any release of Hazardous Materials at or from the Premises or any other space due to the holdover or unlawful possession of such space by another party, however Landlord shall use reasonable efforts to obtain possession portions of the space. The commencement date for the space, in such event, shall be postponed until the date Property to which Tenant has access during Landlord’s period of ownership and (b) Landlord delivers possession has not received any notices of any proposed condemnation of any part of the Premises Property or any assessments or betterments assessed against the Property which have not been disclosed to Tenant free from occupancy by any partyin writing. If Tenant takes possession of and commences operations in the Premises before the Commencement DateSubstantial Completion of Landlord Work, such possession shall be subject to the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. However, except for the cost of services requested by Tenant (e.g. freight elevator usage), Tenant shall not be required to pay Rent for any days of possession before the Commencement Date during which Tenant, with the approval of Landlord, is deemed to be in possession of the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal property.

Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the As used herein, “Commencement Date: ” shall mean the later of (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as February 1, 2005 (the “Target Commencement Date”; ), or (b) the actual Commencement Date shall be the date on which Landlord tenders possession of the Premises to Tenant with the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the latest of (i) the date that all Landlord Work has been performedperformed and completed in all material respects in accordance with the final Plans (defined in Exhibit C attached hereto), other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises; and (ii) the date on which Landlord delivers to Tenant a Certificate of Substantial Completion for the Landlord Work issued by Landlord’s Architect (defined in Exhibit C attached hereto) on the form of AIA Document G704; and (iii) the date Landlord receives from the appropriate governmental authorities, with respect to the Landlord Work performed by Landlord or its contractors in the Premises, all approvals necessary for the occupancy of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plansPlans, Tenant’s failure to comply with any of its obligations under this LeaseLease pertaining to the Landlord Work, or the specification specification, in any request by Tenant for any revision to the Plans pursuant to Section 3 of Exhibit C attached hereto, of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. 3.02 Subject to Landlord’s obligation, if any, to perform Landlord Work, the Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by Landlord. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition. Landlord shall not be liable for a failure to deliver possession of the Premises or any other space due to the holdover or unlawful possession of such space by another party, however Landlord shall use reasonable efforts to obtain possession notify Tenant, orally or in writing, of any circumstances (including, without limitation, any long lead times required for any materials or equipment specified by Tenant) of which Landlord is aware that have caused or may cause a Tenant Delay, so that Tenant may take whatever action is appropriate to minimize or prevent such Tenant Delay. Notwithstanding the foregoing, if any Tenant Delay results from a revision to the Plans pursuant to Section 3 of Exhibit C attached hereto, then: (i) if Landlord knows of such Tenant Delay on the date on which Landlord notifies Tenant, pursuant to Section 3 of Exhibit C, of the space. The commencement date for net increased cost in the spaceLandlord Work, in if any, resulting from such event, shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. If Tenant takes possession of the Premises before the Commencement Date, such possession shall be subject revision to the terms Plans and conditions fails to notify Tenant of this Lease and such Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. HoweverDelay on such date, except for the cost of services requested by Tenant (e.g. freight elevator usage), then Tenant shall not be required responsible for such Tenant Delay with respect to pay Rent for any days the period of possession before time commencing on such date and ending on the Commencement Date during date that Landlord notifies Tenant of such Tenant Delay; and (ii) if Landlord first acquires knowledge of such Tenant Delay after the date on which Landlord notifies Tenant, with the approval pursuant to Section 3 of LandlordExhibit C, is in possession of the Premises net increased cost in the Landlord Work, if any, resulting from such revision to the Plans and fails to notify Tenant of such Tenant Delay within 2 days after the date Landlord acquires knowledge of such Tenant Delay, then Tenant shall not be responsible for such Tenant Delay with respect to the sole purpose period of performing improvements or installing furniture, equipment or other personal propertytime commencing 3 days after the date when Landlord acquires knowledge of such Tenant Delay and ending on the date that Landlord notifies Tenant of such Tenant Delay.

Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will be the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises, and solely to the extent that such details can reasonably be expected to be completed without interfering with Tenant’s use of the Premises in any material respect. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. 3.02 Subject to Landlord’s obligation, if any, to perform Landlord Work, the Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by Landlord. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition. Landlord shall not be liable for a failure to deliver possession of the Premises or any other space due to the holdover or unlawful possession of such space by another party, however Landlord shall use reasonable efforts to obtain possession of the space. The commencement date for the space, in such event, shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. If Tenant takes possession of the Premises before the Commencement Date, such possession shall be subject to the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. However, except for the cost of services requested by Tenant (e.g. freight elevator usage), Tenant shall not be required to pay Rent for any days of possession before the Commencement Date during which Tenant, with the approval of Landlord, is in possession of the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal propertyproperty or other similar activities performed in preparation for Tenant’s possession of the Premises upon the Commencement Date.

Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will be the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. Tenant’s failure to execute and return the commencement letter, or to provide written objection to the statements contained in the letter, within 30 days after the date of the letter shall be deemed an approval by Tenant of the statements contained therein. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which the Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. 3.02 Subject to Landlord’s obligation, if any, to perform Landlord Work, the Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by Landlord. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition. Notwithstanding the foregoing, Landlord shall be responsible for latent defects in the Landlord Work of which Tenant notifies Landlord to the extent that the correction of such defects is covered under valid and enforceable warranties given Landlord by contractors or subcontractors performing the Landlord Work. Landlord, at its option, may pursue such claims directly or assign any such warranties to Tenant for enforcement, Landlord shall not be liable for a failure to deliver possession of the Premises or any other space due to the holdover or unlawful possession of such space by another party, however Landlord shall use reasonable efforts to obtain possession of the space. The commencement date for the space, in such event, shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. If Tenant takes possession of the Premises before the Commencement Date, such possession shall be subject to the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. However, except for the cost of services requested by Tenant (e.g. freight elevator usage), Tenant shall not be required to pay Rent for any days of possession before the Commencement Date during which Tenant, with the approval of Landlord, is in possession of the Premises for the sole purpose of performing improvements or installing or moving furniture, equipment or other personal property.

Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. A. The Landlord Work shall be deemed to be “"Substantially Complete” " on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion noncompletion of which does not materially interfere with Tenant’s 's use of the Premises, and as otherwise defined below. If In the event the Landlord Work has not been completed by June 15, 2000 for reasons other than Force Majeure or Tenant Delay, then beginning on the Commencement Date Base Rent and Additional Rent shall be abated one (1) day for each day that substantial completion of the Landlord Work is delayed (excluding delays caused by Force Majeure and Tenant Delay) after June 15, 2000; provided, however, that in the event the Landlord Work has not been completed by March 31, 2001 for any reason (including Force Majeure) other than Tenant Delay, then Tenant shall have the right to terminate this Lease upon written notice to Landlord within 30 days thereafter. However, if Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the any Tenant Related Parties Delay(s) (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”below), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. 3.02 Subject to Landlord’s obligation. "Tenant Delay" means any act or omission of Tenant or its agents, if anyemployees, to perform vendors or contractors that actually delays the Substantial Completion of the Landlord Work, including, without limitation: (1) Tenant's failure to furnish information or approvals within any time period specified in this Lease, including the failure to prepare or approve preliminary or final plans by any applicable due date; (2) Tenant's selection of equipment or materials that have long lead times after first being informed by Landlord that the selection may result in a delay; (3) changes requested or made by Tenant to previously approved plans and specifications; (4) performance of work in the Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by Landlord. By taking possession Tenant's contractor(s) during the performance of the PremisesLandlord Work; or (5) if the performance of any portion of the Landlord Work depends on the prior or simultaneous performance of work by Tenant, a delay by Tenant agrees that or Tenant's contractor(s) in the Premises are in good order and satisfactory conditioncompletion of such work. Landlord Notwithstanding anything to the contrary contained herein, the Commencement Date shall not be liable for a failure deemed to deliver possession of the Premises or any other space due to the holdover or unlawful possession of such space by another party, however Landlord shall use reasonable efforts to obtain possession of the space. The commencement date for the space, in such event, shall be postponed occur until the date Landlord delivers possession of the Premises to Tenant free from occupancy following conditions shall have been satisfied by any party. If Tenant takes possession of the Premises before the Commencement Date, such possession shall be subject to the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. However, except for the cost of services requested by Tenant (e.g. freight elevator usage), Tenant shall not be required to pay Rent for any days of possession before the Commencement Date during which Tenant, with the approval of Landlord, is in possession of the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal property.:

Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will be the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. Tenant’s failure to execute and return the commencement letter, or to provide written objection to the statements contained in the letter, within 30 days after the date of the letter shall be deemed an approval by Tenant of the statements contained therein. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which the Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. 3.02 Subject to Landlord’s obligation, if any, to perform Landlord Work, If the Premises are accepted by Tenant in “as is” condition and configuration without any representations Commencement Date has not occurred on or warranties by Landlord. By taking possession of before the PremisesOutside Completion Date (defined below), Tenant agrees that the Premises are in good order and satisfactory condition. Landlord shall not be liable for a failure to deliver possession of the Premises or any other space due to the holdover or unlawful possession of such space by another party, however Landlord shall use reasonable efforts to obtain possession of the space. The commencement date for the space, in such event, shall be postponed until the date Landlord delivers possession of the Premises entitled to Tenant free from occupancy by any party. If Tenant takes possession of the Premises before a rent abatement following the Commencement Date, such possession shall be subject to Date of $611.60 for every day in the terms period beginning on the Outside Completion Date and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before ending on the Commencement Date. HoweverThe “Outside Completion Date” shall mean the date which is 120 days after the later of the date this Lease is properly executed and delivered by Tenant, except for the cost date all prepaid rental, and Security Deposits and Guaranties required xxxxxx this Lease are delivered to Landlord. Landlord and Tenant acknowledge and agree that: (i) the determination of services requested by Tenant (e.g. freight elevator usage), Tenant shall not be required to pay Rent for any days of possession before the Commencement Date during which shall take into consideration the effect of any Tenant Delays by Tenant, with ; and (ii) the approval Outside Completion Date shall be postponed by the number of Landlord, days the Commencement Date is in possession delayed due to events of the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal propertyForce Majeure.

Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form Form attached as Exhibit D. D, which commencement letter agreement shall be deemed accepted if not executed and returned to Landlord by Tenant within 30 days after the date that Landlord delivers the commencement letter agreement to Tenant for execution. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution (or deemed mutual execution) of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, matter the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. Notwithstanding the foregoing but subject to the terms of this Section 3, Landlord grants Tenant the right to enter the Premises, at Tenant’s sole risk, commencing upon the full execution of this Lease and expiring on December 31, 2003, for the purpose of installing telecommunications, data cabling, equipment, furnishings and other personality in the Premises. In addition to the foregoing, Tenant may commence its business in the Premises prior to the Commencement Date without the obligation to pay Base Rent. Landlord may withdraw such permission to enter the Premises prior to the Commencement Date at any time that Landlord reasonably determines that such entry by Tenant is causing a dangerous situation for Landlord, Tenant or their respective contractors or employees, or if Landlord reasonably determines that such entry by Tenant is hampering or otherwise preventing Landlord from proceeding with the completion of Landlord’s Work at the earliest possible date. 3.02 Subject to Landlord’s obligation, if any, to perform Landlord Work, the Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by Landlord. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition. Landlord shall not be liable for a failure to deliver possession of the Premises or any other space due to the holdover or unlawful possession of such space by another party, however Landlord shall use reasonable efforts to obtain possession of the space. The commencement date for the space, in such event, shall be postponed until the date Landlord delivers possession of the Premises to Tenant tenant free from occupancy by any party. If Tenant takes possession of the Premises before the Commencement Date, such possession shall be subject to the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. However, except for the cost of services requested by Tenant (e.g. freight elevator usage), Tenant shall not be required to pay Rent for any days of possession before the Commencement Date during which Tenant, with the approval of Landlord, is in possession of the Premises for For the sole purpose of performing improvements Improvements or installing furniture, equipment or other personal property.

Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. A. The Landlord Work shall be deemed to be “"Substantially Complete” " on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion noncompletion of which does not materially interfere with Tenant’s 's use of the Premises, provided that the Premises shall not be deemed to be "Substantially Completed" prior to the earlier to occur of the date Landlord receives a temporary or permanent certificate of occupancy allowing Tenant to occupy the Premises or the date Landlord would have received such certificate absent any Tenant Delays. If However, if Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the any Tenant Related Parties Delay(s) (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”below), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. 3.02 Subject to Landlord’s obligation. "Tenant Delay" means any act or omission of Tenant or its agents, if anyemployees, to perform vendors or contractors that actually delays the Substantial Completion of the Landlord Work, including, without limitation: (1) Tenant's failure to furnish information or approvals within any time period specified in this Lease, including the Premises are accepted failure to prepare or approve preliminary or final plans by any applicable due date; (2) Tenant's selection of equipment or materials that have long lead times after first being informed by Landlord in writing that the selection may result in a delay; (3) changes requested or made by Tenant in “as is” condition to previously approved plans and configuration without any representations or warranties by Landlord. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition. Landlord shall not be liable for a failure to deliver possession of the Premises or any other space due to the holdover or unlawful possession of such space by another party, however Landlord shall use reasonable efforts to obtain possession of the space. The commencement date for the space, in such event, shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. If Tenant takes possession of the Premises before the Commencement Date, such possession shall be subject to the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. However, except for the cost of services requested by Tenant (e.g. freight elevator usage), Tenant shall not be required to pay Rent for any days of possession before the Commencement Date during which Tenant, with the approval of Landlord, is in possession of the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal property.specifications;

Adjustment of Commencement Date; Possession. 3.01 A. If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Lease Term, Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will are to be determined in accordance with Section I.F above, the last day Lease Term shall not commence until the later to occur of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date and the date that Landlord has substantially completed the work to be performed by Landlord as set forth in the Work Letter Agreement attached hereto as Exhibit D (“Landlord’s Work”); provided, however, that if Landlord shall not be delayed in substantially completing the Landlord Work as a result of the occurrence of any of the following (a “Delay”): (1) Tenant’s failure to furnish information in accordance with the Work Letter Agreement or to respond to any request by Landlord for any approval of information within any time period prescribed, or if no time period is prescribed, then within two (2) Business Days of such request; or (2) Tenant’s insistence on materials, finishes or installations that have long lead times after having first been informed by Landlord that such materials, finishes or installations will cause a Delay; or (3) Material changes in any plans and specifications requested by Tenant; or (4) The performance or nonperformance by a person or entity employed by on or behalf of Tenant in the completion of any work in the Premises (all such work and such persons or entities being subject to prior approval of Landlord); or (5) Any request by Tenant that Landlord delay the completion of any of the Landlord’s Work; or (6) Any breach or default by Landlord Tenant in the performance of Tenant’s obligations under this Lease; or (7) Any delay resulting from Tenant’s having taken possession of the Premises for any reason prior to substantial completion of the Landlord’s Work; or (8) Any other delay reasonably chargeable to Tenant, its agents, employees or otherwise render Landlord liable independent contractors; then, for damagespurposes of determining the Commencement Date, the date of substantial completion shall be deemed to be the day that said Landlord’s Work would have been substantially completed absent any such Delay(s). The Landlord’s Work shall be deemed to be substantially completed on the date that Landlord’s Work has been performed (or would have been performed absent any Delay(s), other than any details of construction, mechanical adjustment or any other matter, the noncompletion of which does not materially interfere with Tenant’s use of the Premises. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in (the “Commencement Letter”) on the form attached hereto as Exhibit D. If F setting forth the Commencement Date, the Termination Date does not fall on and any other dates that are affected by the last day adjustment of a calendar monththe Commencement Date. If this Lease requires Landlord to perform Landlord’s Work in the Premises, the Commencement Letter shall identify any minor incomplete items of the Landlord’s Work as reasonably determined by Landlord's architect (the "Punchlist Items"), which Punchlist Items Landlord shall promptly remedy. Tenant, within five (5) days after receipt thereof from Landlord, shall execute the Commencement Letter and return the same to Landlord. Notwithstanding anything herein to the contrary, Landlord and Tenant may elect elect, by written notice to Tenant, not to adjust the Termination Commencement Date as provided above if such adjustment would cause Landlord to the last day be in violation of the calendar month in which Termination existing rights granted to any other tenant of the Building. If Landlord elects not to adjust the Commencement Date, the Commencement Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the Target Commencement Date, provided that Base Rent and Additional Rent shall not commence until the date that all Landlord Landlord’s Work has been performedsubstantially completed (or would have been substantially completed absent any Delays). If, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions through no fault of Tenant, Landlord fails to complete the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, TenantLandlord’s failure to comply with any Work within 60 days after execution of its obligations under this Lease, or Tenant may terminate the specification Lease, and shall be relieved of any materials further liability or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delayobligation hereunder. 3.02 Subject to Landlord’s obligation, if any, to perform Landlord Work, the Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by Landlord. B. By taking possession of the Premises, Tenant agrees is deemed to have accepted the Premises and agreed that the Premises are is in good order and satisfactory condition. , with the exception of latent defects and subject to completion by Landlord shall not be liable for a failure of the Punchlist Items., with no representation or warranty by Landlord as to deliver possession the condition of the Premises or any other space due to the holdover Building or unlawful possession of such space by another party, however Landlord shall use reasonable efforts to obtain possession of the space. The commencement date suitability thereof for the space, in such event, shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. Tenant’s use. C. If Tenant takes possession of the Premises before prior to the Commencement Date, such possession shall be subject to all the terms and conditions of this the Lease and Tenant shall not pay Base Rent (defined in Section 4.01) and Additional Rent to Landlord for each day of possession before occupancy prior to the Commencement Date. HoweverNotwithstanding the foregoing, if Tenant takes possession of the Premises prior to the Commencement Date for the sole purpose of performing any Landlord-approved improvements therein or installing furniture, equipment or other personal property of Tenant, such possession shall be subject to all of the terms and conditions of the Lease, except for the cost of services requested by Tenant (e.g. freight elevator usage), that Tenant shall not be required to pay Rent for any days with respect to the period of possession before time prior to the Commencement Date during which Tenant, with Tenant performs such work. Nothing herein shall be construed as granting Tenant the approval of Landlord, is in right to take possession of the Premises prior to the Commencement Date, whether for construction, fixturing or any other purpose, without the sole purpose prior consent of performing improvements or installing furniture, equipment or other personal propertyLandlord.

Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the 3.01. As used herein, “Commencement Date: ” means the later of (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as January 1, 2007 (the “Target Commencement Date”; ), or (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. Tenant’s failure to execute and return the commencement letter, or to provide written objection to the statements contained in the letter, within 30 days after the date of the letter shall be deemed an approval by Tenant of the statements contained therein. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which the Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. 3.02 Subject to Landlord’s obligation, if any, to perform Landlord Work, the Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by Landlord. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition. Landlord shall not be liable for a failure to deliver possession of the Premises or any other space due to the holdover or unlawful possession of such space by another party, however Landlord shall use reasonable efforts to obtain possession of the space. The commencement date for the space, in such event, shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. If Tenant takes possession of the Premises before the Commencement Date, such possession shall be subject to the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. However, except for the cost of services requested by Tenant (e.g. freight elevator usage), Tenant shall not be required to pay Rent for any days of possession before the Commencement Date during which Tenant, with the approval of Landlord, is in possession of the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal property.

Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay.A. Intentionally Omitted 3.02 Subject to Landlord’s obligation, if any, to perform Landlord Work, the Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by Landlord. B. By taking possession of the Premises, Tenant agrees is deemed to have accepted the Premises and agreed that the Premises are is in good order and satisfactory condition. , with no representation or warranty by Landlord as to the condition of the Premises or the Building or suitability thereof for Tenant’s use. C. Notwithstanding anything to the contrary contained in this Lease, Landlord shall not be liable for obligated to tender possession of any portion of the Premises or other space leased by Tenant from time to time hereunder that, on the date possession is to be delivered, is occupied by a tenant or other occupant or that is subject to the rights of any other tenant or occupant, nor shall Landlord have any other obligations to Tenant under this Lease with respect to such space until the date Landlord: (1) recaptures such space from such existing tenant or occupant; and (2) regains the legal right to possession thereof. This Lease shall not be affected by any such failure to deliver possession and Tenant shall have no claim for damages against Landlord as a result thereof, all of which are hereby waived and released by Tenant. If Landlord is prevented from delivering possession of the Premises or any other space to Tenant due to the holdover or unlawful holding over in possession of such space the Premises by another partya tenant or other occupant thereof, however Landlord shall use reasonable efforts to obtain regain possession of the spacePremises in order to deliver the same to Tenant. The commencement date for If the spaceLease Term is to be determined pursuant to Section l.F.(1) hereof, in such event, the Commencement Date shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any partyTenant, in which event the Termination Date shall, at the option of Landlord, correspondingly be postponed on a per diem basis. If the Lease Term is to be determined pursuant to Section l.F.(2), the Commencement Date and Termination Date shall be determined as provided in Section 3.A. above. D. If Tenant takes possession of the Premises before prior to the Commencement Date, such possession shall be subject to all the terms and conditions of this the Lease and Tenant shall pay Base Rent (defined in Section 4.01) and Additional Rent to Landlord for each day of possession before occupancy prior to the Commencement Date. HoweverNotwithstanding the foregoing, if Tenant, with Landlord’s prior approval, takes possession of the Premises prior to the Commencement Date for the sole purpose of performing any Landlord-approved improvements therein or installing furniture, equipment or other personal property of Tenant, such possession shall be subject to all of the terms and conditions of the Lease, except for the cost of services requested by Tenant (e.g. freight elevator usage), that Tenant shall not be required to pay Rent for any days with respect to the period of possession before time prior to the Commencement Date during which Tenant performs such work. Tenant shall, however, be liable for the cost of any services (e.g. electricity, HVAC, freight elevators) that are provided to Tenant or the Premises during the period of Tenant, with ’s possession prior to the approval of Landlord, is in Commencement Date. Nothing herein shall be construed as granting Tenant the right to take possession of the Premises prior to the Commencement Date, whether for construction, fixturing or any other purpose, without the sole purpose prior consent of performing improvements or installing furniture, equipment or other personal propertyLandlord.

Adjustment of Commencement Date; Possession. 3.01 If Landlord is required A. The Lease Term shall not commence until the later to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will the last day occur of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date and the date that Landlord has substantially completed the Landlord Work; provided, however, that if Landlord shall be delayed in substantially completing the Landlord Work as a result of the occurrence of any of the following (a "Delay"): 1. Tenant's failure to furnish information in accordance with the Work Letter Agreement or to respond to any request by Landlord for any approval or information within any time period prescribed, or if no time period is prescribed, then within two (2) Business Days of such request; or 2. Tenant's insistence on materials, finishes or installations that have long lead times after having first been informed by Landlord that such materials, finishes or installations will cause a Delay; or 3. Changes in any plans and specifications requested by Tenant; or 4. The performance or nonperformance by a person or entity employed by Tenant in the completion of any work in the Premises (all such work and such persons or entities being subject to the prior approval of Landlord); or 5. Any request by Tenant that Landlord delay the completion of any of the Landlord Work; or 6. Any breach or default by Tenant in the performance of Tenant's obligations under this Lease; or 7. Any delay resulting from Tenant's having taken possession of the Premises for any reason prior to substantial completion of the Landlord Work; or 8. Any other delay chargeable to Tenant, its agents, employees or independent contractors; 9. Tenant's failure to execute this Lease by February 7, 1996; 10. Final Plans for the Landlord Work not being finalized and approved by Landlord and Tenant prior to April 1, 1996; then, for purposes of determining the Commencement Date, the date of substantial completion shall be deemed to be the day that said Landlord Work would have been substantially completed absent any such Delay(s). The Landlord Work shall be deemed to be substantially completed on the date that Landlord reasonably determines that all Landlord's Work has been performed (or would have been performed absent any Delays), other than any details of construction, mechanical adjustment or any other matter (e.g. punchlist items), the noncompletion of which does not materially interfere with Tenant's use of the Premises. The adjustment of the Commencement Date and, accordingly, the postponement of Tenant's obligation to pay Rent shall be Tenant's sole remedy and shall constitute full settlement of all claims that Tenant might otherwise have against Landlord by reason of the Premises not being ready for occupancy by Tenant on the Target Commencement Date. Notwithstanding the foregoing, Landlord's failure to deliver the portion of the Premises occupied by U.S. Gypsum on the date of this Lease containing approximately 988 square feet (the "U.S. Gypsum Premises") shall not postpone the Commencement Date or effect the determination of substantial completion of the Landlord Work in the Premises. In the event the Landlord Work in the U.S. Gypsum Premises is not substantially completed on the Commencement Date of the Lease, the Base Rental and other charges hereunder shall be appropriately adjusted on a default by Landlord or otherwise render Landlord liable for damagesper diem basis to reflect the 988 square foot reduction in the Rentable Area of the Premises. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in (the "Commencement Letter") on the form attached hereto as Exhibit D. If C setting forth the Commencement Date, the Termination Date does not fall on and any other dates that are affected by the last day adjustment of a calendar monththe Commencement Date. Tenant, within five (5) days after receipt thereof from Landlord, shall execute the Commencement Letter and return the same to Landlord. Notwithstanding anything herein to the contrary, Landlord and Tenant may elect elect, by written notice to Tenant, not to adjust the Termination Commencement Date as provided above if such adjustment would cause Landlord to the last day be in violation of the calendar month in which Termination expansion rights granted to any other tenant of the Building. If Landlord elects not to adjust the Commencement Date, the Commencement Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the Target Commencement Date, provided that Rent shall not commence until the date that all Landlord Work has been performedsubstantially completed (or would have been substantially completed absent any Delays). Tenant is currently the tenant under that certain lease for space in the building located at 0000 Xxxxxxxx Xxxxxxxx, other than any details Xxxxx 000, Xxxxxxxxxxxx, Xxxxxxx 00000 dated May 10, 1984, as amended (the "Existing Lease") by and between Keystone Crossing Joint Venture, as landlord and Tenant for approximately 23,605 rentable square feet. If the Commencement Date for the Premise (excluding the approximately 988 square feet of constructionspace occupied by U.S. Gypsum on the date of this Lease) has not occurred on or before the Target Commencement Date, mechanical adjustment or any other similar matterLandlord shall provide Tenant with a monthly reimbursement in an amount equal to the per diem holdover rent, if any, that Tenant is required to pay under the Existing Lease beginning on October 20, 1996 and ending on the Commencment Date of this Lease (the "Reimbursement Period"). For purposes hereof, the non-completion "per diem holdover rent" shall mean that portion of which does not materially interfere with Tenant’s use rent that Tenant is required to pay under the Existing Lease that is in excess and addition to the rent that Tenant was required to pay for the last month of the Premiseslease term under the Existing Lease but in no event shall such monthly reimbursement exceed the sum of $16,483.50 (the "Reimbursement Cap"). If The reimbursement for each month during the Reimbursement Period shall equal the total amount that Tenant actually pays under the Existing Lease (as evidenced by copies of checks from Tenant) for such month for rent under the Existing Lease but in no event greater than the Reimbursement Cap. For example, if Tenant's rent for the last month of the lease term of the Existing Lease is $400.00 per day and, as a result of a holdover by Tenant under the Existing Lease, such rent increases to $600.00 per day, the reimbursement Tenant is entitled to receive hereunder shall equal $200.00 per day. Landlord and Tenant acknowledge and agree that: (i) the Target Commencement Date shall be extended by the number of days Landlord is delayed in the performance of substantially completing the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification because of any materials or equipment with long lead times Delays by Tenant; and (a “Tenant Delay”), ii) the Target Commencment Date shall be extended by the number of days Landlord is delayed in substantially completing the Landlord Work shall be deemed due to be Substantially Complete on events of Force Majeure. B. Subject to the date that Landlord could reasonably have been expected to Substantially Complete the completion or correction of any items of Landlord Work absent any set forth on a construction punchlist jointly prepared by Landlord and Tenant Delay. 3.02 Subject to Landlord’s obligation, if any, to perform Landlord Work, in good faith based on a walk through of the Premises are accepted within thirty (30) days after substantial completion, by Tenant in “as is” condition and configuration without any representations or warranties by Landlord. By taking possession of the Premises, Tenant agrees is deemed to have accepted the Premises and agreed that the Premises are is in good order and satisfactory condition. , with no representation or warranty by Landlord shall not be liable for a failure as to deliver possession the condition of the Premises or the Building or suitability thereof for Tenant's use. Landlord agrees to proceed in good faith to substantially complete or correct any other space due to items set forth on the holdover or unlawful possession of such space by another party, however Landlord shall use reasonable efforts to obtain possession of the space. The commencement date for the space, in such event, shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. If Tenant takes possession of the Premises before the Commencement Date, such possession shall be subject to the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. However, except for the cost of services requested by Tenant (e.g. freight elevator usage), Tenant shall not be required to pay Rent for any days of possession before the Commencement Date during which Tenant, with the approval of Landlord, is in possession of the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal property.punchlist within sixty

Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth Except as expressly provided in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or including the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. 3.02 Subject to Landlord’s obligation, if any, to perform Landlord WorkLetter, the Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by Landlord, and Landlord shall not be required to make or pay for any alterations, additions or improvements in or to the Premises or the Building to prepare the same for Tenant’s occupancy. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition, but the foregoing shall not relieve Landlord from its obligation to perform any work or improvements as expressly provided in this Lease, including the Landlord’s Work pursuant to the Work Letter, nor shall the foregoing relieve Landlord from liability pursuant to any express representations and warranties provided in this Lease, including Section 5 below. Landlord shall not be liable for a failure to deliver possession of any Increment of the Premises or any other space to Tenant on the scheduled commencement date with respect thereto due to the holdover or unlawful possession of such space by another partyparty or any other reason beyond Landlord’s reasonable control, however provided, however, Landlord shall use reasonable efforts to obtain possession of any such space and deliver the spacesame to Tenant as soon as reasonably possible thereafter. The Without limitation, if the holdover or unlawful possession of any Increment by any party shall preclude Landlord from delivering such Increment to Tenant on the scheduled commencement date with respect thereto, Landlord shall initiate and diligently pursue such legal proceedings as Landlord deems reasonably required to regain possession of such Increment from such party. In such event, the Commencement Date for the applicable Increment of the Premises or the commencement date for the such other space, in such eventas applicable, shall be postponed until the date Landlord delivers possession of the Premises such space to Tenant free from occupancy by any party, and the Rent Commencement Date applicable to such Increment shall be adjusted as set forth in Section 4.02 below. Except as otherwise provided in this Lease, Tenant shall not be permitted to take possession of or enter any Increment of the Premises prior to the Commencement Date applicable thereto without Landlord’s permission. If Tenant takes possession of the Premises or enters any Increment before the applicable Commencement Date, such possession Tenant shall be subject to the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. HoweverLease; provided, however, except for the cost of services requested by Tenant (e.g. freight elevator usageafter hours HVAC service), Tenant shall not be required to pay Rent for any days of entry or possession before the Commencement Date during which Tenant, with the approval of Landlord’s approval, has entered, or is in possession of the Premises of, such Increment for the sole purpose of performing improvements or installing furniture, equipment or other personal property.

Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform shall Substantially Complete (defined below) the Landlord Work prior to delivering the Commencement Date: (a) Premises to Tenant. Accordingly, the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) ” and the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below)and the Premises are delivered to Tenant in broom clean condition free of other tenants or occupants; and (c) the Termination Date will be the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Notwithstanding the foregoing, in the event that, on or before June 8, 2005, Tenant shall not have: (X) executed and delivered to Landlord this Lease together with any required prepaid rents, security deposits and the Letter of Credit, and/or (Y) delivered to Landlord the Plans (as defined in Exhibit C to this Lease), the actual Commencement Date shall be adjusted on a day-for-day basis working backwards from the date of Substantial Completion and delivery of the Premises to Tenant, for each day from and after June 8, 2005 until the later of (i) date of Tenant’s execution and delivery of this Lease to Landlord together with any required prepaid rents, security deposits and the Letter of Credit, and (ii) the date Tenant delivers to Landlord the Plans. For example, if on June 18, 2005 Tenant executes this Lease and delivers to Landlord this Lease, the Plans, and any required prepaid rents, security deposits and the Letter of Credit, and the date of Substantial Completion and delivery of the Premises to Tenant as required by the terms of this Lease is October 1, 2005, then, the Commencement Date shall be adjusted from October 1, 2005 to September 21, 2005. Promptly after the determination of the actual Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which the Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all of the Landlord Work has been performed, other than any non-material details of construction, mechanical adjustment or any other similar matterso-called “punch-list” items, the non-completion of which does not materially interfere with Tenant’s use or occupancy of the Premises. If Landlord is actually delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, due to changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay but only to the extent resulting from any such Tenant Delay. 3.02 Subject to Landlord’s obligation, if any, to perform Landlord Work, and except as otherwise expressly provided herein, the Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by Landlord. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition. Tenant’s acceptance of the Premises shall be subject to Landlord’s obligation to correct portions of the Landlord Work as set forth on a construction punch list prepared by Landlord and Tenant in accordance with the terms hereof. Within 15 days after Substantial Completion of the Landlord Work (as defined in the Work Letter attached to this Lease as Exhibit C), Landlord and Tenant shall together conduct an inspection of the Premises and prepare a “punch list” setting forth any portions of the Landlord Work that are not in conformity with the Plans (as defined in Exhibit C to this Lease) respecting the Landlord Work, as required by the terms of this Lease. Notwithstanding the foregoing, at the request of Landlord, such construction punch list shall be mutually prepared by Landlord and Tenant prior to the date on which Tenant first begins to move its furniture, equipment or other personal property into any portion of the Premises. Landlord, as part of the Landlord Work, shall use commercially reasonable, good faith efforts to correct all such items within a reasonable time following the completion of the punch list, but in no event later than 60 days following the preparation of the subject punch list (provided that if any such punch list items cannot reasonably be completed within said 60 day period, Landlord shall not be in breach or default of this Lease if Landlord timely commenced the correction of such punch list items and diligently pursues same). Landlord shall not be liable for a failure to deliver possession of the Premises or any other space due to the holdover or unlawful possession of the Premises or such other space by another party, however Landlord shall use commercially reasonable efforts to obtain possession of the Premises and such other space. The commencement date Commencement Date for the space, Premises in such event, event shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any partyparty and with the Landlord Work for the Premises Substantially Complete, as provided herein. If Tenant takes possession of the Premises before the Commencement Date, such possession shall be subject to all of the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. However, except for the cost of services requested by Tenant (e.g. freight elevator usage)Tenant, Tenant shall not be required to pay Rent for any days of possession before the Commencement Date during which Tenant, with the approval of Landlord, is in possession of the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal property. Landlord shall not impose additional fees upon Tenant for Building freight elevator usage, but only during such period of early access before the Commencement Date and/or with respect to Tenant’s move-in to the Premises. However, notwithstanding the foregoing but subject to the terms of this Section 3.02, and so long as Landlord has received all required prepaid rents, letters of credit and/or security deposits and certificates evidencing all of Tenant’s insurance coverages of the Premises as required under this Lease, Landlord grants Tenant the right to enter the Premises, at Tenant’s sole risk, commencing on the date that is fourteen (14) calendar days prior to Landlord’s reasonable estimation of the actual Commencement Date, solely for the purpose of installing equipment, furnishings and other personalty. Landlord may withdraw such permission to enter any portion of the Premises prior to the Commencement Date at any time that Landlord reasonably determines that such entry by Tenant is causing a dangerous situation for Landlord, Tenant or their respective contractors or employees, or if Landlord reasonably determines that such entry by Tenant is hampering or otherwise preventing Landlord from proceeding with the completion of Landlord’s Work at the earliest possible date. 3.03 If the actual Commencement Date has not occurred on or before the Outside Completion Date (defined below in this Section 3.03), in addition to the adjustment of the Commencement Date under Section 3.01 herein, Tenant shall be entitled to an abatement in Base Rent (but not in Additional Rent) following the actual Commencement Date of two (2) days for every one (1) day in the period beginning on the Outside Completion Date and ending on the actual Commencement Date. Further, if the actual Commencement Date has not occurred on or before the thirtieth (30th) day after the Outside Completion Date (the “Termination Completion Date”), in addition to the adjustment of the Commencement Date under Section 3.01 herein and the abated Base Rent under this Section 3.03, Tenant, upon notice delivered to Landlord within 10 Business Days after the Termination Completion Date, may terminate this Lease as of the date of Landlord’s receipt of such notice, whereupon this Lease shall cease and terminate, and,

Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will be the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages, provided, however, that if Landlord fails to Substantially Complete the Landlord Work and deliver the Premises to Tenant by the date which is sixty (60) days after the Target Commencement Date, then Tenant shall have the right to terminate this Lease upon thirty (30) days’ prior written notice to Landlord; further provided, however, that if Landlord Substantially Completes the Landlord’s Work within thirty (30) days after the date of the delivery of Tenant’s notice, Tenant’s notice shall be of no force and effect. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. Tenant’s failure to execute and return the commencement letter, or to provide written objection to the statements contained in the letter, within 30 days after the date of the letter shall be deemed an approval by Tenant of the statements contained therein. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which the Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has been performed, other than any minor details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. 3.02 Subject to Landlord’s obligation, if any, to perform Landlord Work, the Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by Landlord. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition. Notwithstanding the foregoing, Tenant’s acceptance of the Premises shall be subject to Landlord’s obligation to correct portions of the Landlord Work as set forth on a construction punch list prepared by Landlord and Tenant in accordance with the terms hereof. Within 15 days after the Substantial Completion of the Landlord Work, Landlord and Tenant shall together conduct an inspection of the Premises and prepare a “punch list” setting forth any portions of the Landlord Work that are not in conformity with the Landlord Work as required by the terms of this Lease. Notwithstanding the foregoing, at the request of Landlord, such construction punch list shall be mutually prepared by Landlord and Tenant prior to the date on which Tenant first begins to move its furniture, equipment or other personal property into the Premises. Landlord, as part of the Landlord Work, shall use good faith efforts to correct all such items within a reasonable time following the completion of the punch list. Landlord shall not be liable for a failure to deliver possession of the Premises or any other space due to the holdover or unlawful possession of such space by another party, however Landlord shall use reasonable efforts to obtain possession of the space. The commencement date for the space, in such event, shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. If Tenant takes possession of the Premises before the Commencement Date, such possession shall be subject to the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. However, except for the cost of services requested by Tenant (e.g. freight elevator usage), Tenant shall not be required to pay Rent for any days of possession before the Commencement Date during which Tenant, with the approval of Landlord, is in possession of the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal property.

Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will be the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. 3.02 Subject to Landlord’s obligation, if any, obligation to perform Landlord Work, the Premises are accepted by Tenant in “as is” condition and configuration configuration, as of the date of Tenant’s last inspection of the Premises, without any representations or warranties by Landlord. On the Commencement Date, Landlord shall deliver possession of the Premises to Tenant in the condition required hereunder, free of all tenants and occupants and their property and in compliance with all applicable laws. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition. Notwithstanding anything contained herein to the contrary, Tenant shall have 9 month(s) from the completion of Landlord Work in which to discover and notify Landlord of any latent defects in Landlord’s Work. Landlord shall be responsible for the correction of any latent defects with respect to which it received timely notice from Tenant. Landlord shall not be liable for a failure to deliver possession of the Premises or any other space due to the holdover or unlawful possession of such space by another party; provided, however however, that Landlord shall use reasonable efforts to obtain possession of the space. The commencement date for Notwithstanding the spaceforegoing, in such event, shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. If Tenant takes possession of the Premises before the Commencement Date, such possession shall be subject to the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. However, except for the cost of services requested by Tenant (e.g. freight elevator usage), Tenant shall not be required to pay Rent for any days of possession before if the Commencement Date during which shall not have occurred on or before the Outside Date, as hereinafter defined, then Tenant shall have the right, exercisable by a written thirty (30) day termination notice given on or after the Outside Date, to terminate the Lease. If the Commencement Date occurs on or before the 30th day after Landlord receives such termination notice, Tenant’s termination notice shall be deemed to be void and of no force or effect. If the Commencement Date does not occur on or before such 30th day, with this Lease shall terminate and shall be of no further force or effect. For the approval purposes hereof, the “Outside Date” shall be defined as September 1, 2006, provided however, that the Outside Date shall be extended by the length of any delays in the Landlord Work arising from causes beyond Landlord, is in possession of the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal property’s reasonable control (see Section 26.03).

Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Is Substantially Complete (defined below); and (c) the Termination Date will be the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in substantially the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has substantially been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises, and a temporary or permanent certificate of occupancy is obtained. If Landlord is delayed in the performance of the Landlord Work or obtaining a certificate of occupancy as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. Notwithstanding the foregoing, in the event obtaining a certificate of occupancy is conditioned upon Tenant completing certain work, installing furniture or fixtures or other Tenant controlled work, or other reasons beyond Landlord’s control, then obtaining a certificate of occupancy shall not be a requirement for Landlord’s Work being deemed Substantially Complete provided Landlord has otherwise fulfilled the conditions of Landlord’s Work being deemed to be Substantially Complete as provided in this paragraph. Landlord shall use commercially reasonable efforts, to finish all Landlord’s Work, including any so-called ‘punchlist items’, within 30 days of the Target Commencement Date, subject to extension of time for Force Majeure, Tenant Delays, and subject to the other provisions of this Lease. Nothing herein shall obligate the Tenant to take possession of the Premises before the Target Commencement Date. Notwithstanding the foregoing, in the event the Landlord Work is not Substantially Complete by February 1st, 2009, then subject the last sentence of this paragraph, Tenant shall be entitled to axxxx one day of Fixed Rent (commencing on the actual Commencement Date) for each day between February 1st 2009 and the date that Landlord’s Work is Substantially Complete, and if the Landlord’s Work is not substantially complete by March 1, 2009 the Tenant shall have the option of terminating this Lease by providing written notice to the Landlord on or before March 5, 2009, which termination shall be effective as of March 31, 2009 unless Landlord has Substantially Completed the Landlord’s Work on or prior to March 31, 2009 in which case Tenant’s exercise of its termination right shall be null and void and the Lease shall continue in full force and effect. Notwithstanding the foregoing, if: a) this Lease is not executed by Tenant on or prior to Wednesday, September 24, 2008, or b) the Substantial Completion of Landlord’s Work is delayed due to Force Majeure or Tenant Delay, then Tenant shall not be entitled to the foregoing rights to axxxx Fixed Rent or to terminate the Lease. 3.02 Subject to Landlord’s obligation, if any, to perform Landlord Work, the Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by Landlord. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition. Landlord shall not be liable for a failure to deliver possession of the Premises or any other space due to the holdover or unlawful possession of such space by another party; provided, however however, that Landlord shall use reasonable efforts to obtain possession of the space. The commencement date for the space, in such event, shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. If Tenant takes possession of the Premises before the Commencement Date, such possession shall be subject to the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. However, except for the cost of services requested by Tenant (e.g. freight elevator usage), Tenant shall not be required to pay Rent for any days of possession before the Commencement Date during which Tenant, with the approval of Landlord, Landlord is deemed to be in possession of the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal property.

Adjustment of Commencement Date; Possession. 3.01 If 2.1 Since Landlord is required to perform the Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date which is the earlier to occur of (i) the date Tenant commences business operations in the initial Premises, and (ii) the date on which the Landlord Work in the initial Premises is Substantially Complete (as defined belowin the Work Letter attached hereto as Exhibit C), as reasonably determined by Landlord, provided, however, so long as Tenant does not commence business operations in the Premises, the actual Commencement Date shall not occur prior to the Target Commencement Date (November 1, 2014); and (c) the Termination Expiration Date will be the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 1313 below) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (each a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. It is further understood and agreed that if for any reason the Commencement Date occurs pursuant to the terms of this Lease on a day other than the first (1st) day of a calendar month, the period commencing on the Commencement Date and ending on the last day of the calendar month in which the Commencement Date occurs shall be an initial stub period which shall be added to the initial Term and Tenant shall pay all Rent (defined in Section 3 below) and other charges with respect to such stub period (on a prorated basis as referenced in Section 3 below) at the same rate applicable to the first (1st) full calendar month of this Lease. Following such stub period and commencing as of the first (1st) day of the first (1st) full calendar month following the month in which the Commencement Date occurs, Tenant shall commence the payment of Rent and other charges payable hereunder as if the initial Term had actually commenced on such date. The use of the stub period described above is intended to provide for ease of administration and calculation of all amounts owed hereunder, it being agreed that all rental adjustments will be determined as of the first (1st) day of a calendar month and the Term of the Lease will end as of the last day of a calendar month (unless earlier terminated pursuant to the terms hereof). 3.02 2.2 Subject to Landlord performing the Landlord Work (including Landlord’s obligation, if any, to perform Landlord Workobligations set forth in Section 9 of the Work Letter attached hereto as Exhibit C), the Premises are accepted by Tenant in “as isAS-IS” condition and configuration without any representations or warranties by Landlord. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition. Landlord shall not be liable for a any failure to deliver possession of the Premises or any other space due to the holdover or unlawful possession of such space by another any party, however Landlord shall use reasonable efforts to obtain possession of the space. The commencement date for the space, in In such event, the Commencement Date for such space shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. If Tenant takes possession Notwithstanding the foregoing, Landlord shall cause the Premises to be thoroughly cleaned immediately following Substantial Completion of the Landlord Work, and Landlord shall deliver the Premises before to Tenant in broom clean condition. 2.3 Within 30 days after the Commencement Date, such possession Tenant shall return an executed Statement of Tenant Regarding Lease Commencement in the form attached hereto as Exhibit G. The Statement of Tenant Regarding Lease Commencement shall be subject binding upon Tenant unless Tenant objects thereto in writing within such 30 day period. 2.4 Commencing upon the full execution and delivery of this Lease, and continuing until the Commencement Date (the “Early Access Period”), and so long as (i) Landlord has received the first (1st) installment of Monthly Base Rent pursuant to Section 3 below, and the Security Deposit pursuant to Section 5 below (to be maintained pursuant to the terms of Section 5 below), and (ii) Landlord has received insurance certificates evidencing that Tenant is carrying the insurance required to be carried by Tenant pursuant to the terms of Section 14 of this Lease, Tenant shall have the right to access the Premises for the purpose of installing Tenant’s furniture, fixtures and equipment therein; provided, however, that during such Early Access Period, all of the terms and conditions of this Lease and Tenant shall apply, including, without limitation, Tenant’s obligation to pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. However, except for the cost of services requested all sums and charges required to be paid by Tenant (e.g. freight elevator usage)under this Lease, provided, further, that so long as Tenant does not commence the operation of business in the Premises, Tenant shall not be required to pay Monthly Base Rent or Tenant’s Pro Rata Share of Expenses and Taxes during the Early Access Period. Further, any work to be performed by Tenant or its contractors within the Premises shall be performed in strict accordance with the terms of Section 9 of this Lease, including obtaining Landlord’s prior approval of plans for any days of possession before cabling, wiring or other work which may affect systems or structure or be visible from outside the Commencement Date during which Tenant, Premises and causing all contractors to comply with the approval Property’s construction rules and regulations. In connection with any such entry, Tenant acknowledges and agrees that Tenant’s employees, agents, contractors, consultants, workmen, mechanics, suppliers and invitees shall fully cooperate, work in harmony and not, in any manner, interfere with Landlord or its agents or representatives in performing work at the Property, the Building and the Premises, or interfere with the general operation of the Building and/or the Property, and all work shall be performed in full compliance with the terms and conditions of the then current construction rules and regulations at the Building. If at any time any such person representing Tenant shall not be cooperative or shall otherwise cause or threaten to cause any such disharmony or interference, including, without limitation, labor disharmony, and Tenant fails to immediately institute and maintain corrective actions as directed by Landlord’s written notice, is in possession then Landlord may revoke Tenant’s entry rights upon twenty-four (24) hours prior written notice to Tenant. Tenant acknowledges and agrees that any such entry into and occupancy of the Premises or any portion thereof by Tenant or any person or entity working for or on behalf of Tenant shall be deemed to be subject to all of the terms, covenants, conditions and provisions of this Lease, excluding only the covenant to pay rent (until the occurrence of the Commencement Date, or upon such earlier date as Tenant may commence business operations within the Premises). Tenant further acknowledges and agrees that Landlord shall not be liable for any injury, loss or damage which may occur to any of Tenant’s work made in or about the Premises in connection with such entry or to any property placed therein prior to the Commencement Date, the same being at Tenant’s sole risk and liability. Tenant shall be liable to Landlord for any damage to any portion of the Premises, caused by Tenant or any of Tenant’s employees, agents, contractors, consultants, workmen, mechanics, suppliers and invitees. In addition, Tenant shall hold Landlord harmless from and indemnify, protect and defend Landlord against any loss or damage to the Building or Premises and against injury to any persons caused by Tenant’s entry or work during the Early Access Period. 2.5 It is hereby acknowledged and agreed that concurrently herewith Tenant plans to enter into a sublease (the “Sublease”) with respect to that certain space located on the eighth (8th) floor of the Building, consisting of approximately 7,493 rentable square feet, and designated as Suite 800 (the “Must-Take Premises”). The Must-Take Premises are currently leased by Flipswap, Inc. (“Flipswap”), and Flipswap will therefore be the sublessor under the terms of the Sublease, and the Must-Take Premises are subject to the existing lease by and between Landlord and Flipswap (the “Flipswap Lease”). Concurrently herewith, Landlord, Tenant and Flipswap shall enter into a consent to the Sublease (the “Consent”), in the form attached hereto as Exhibit I, which Consent shall include Flipswap’s agreement to allow the Landlord Work to be constructed within the Must-Take Premises, pursuant to the Work Letter attached hereto as Exhibit C. It is expressly agreed that the effectiveness of this Lease is subject to and conditioned upon (i) the full execution and delivery of the Sublease by Tenant and Flipswap (which shall a matter solely between Tenant and Flipswap), and (ii) the full execution and delivery of the Consent by Landlord, Tenant and Flipswap. (a) It is acknowledged that throughout the term of the Sublease, Tenant shall occupy the Must- Take Premises subject to and in accordance with the terms of the Sublease. The Flipswap Lease, the Sublease and the Consent will expire effective December 31, 2015, and will thereafter be terminated for all purposes, except for any liabilities or obligations which specifically survive the termination of the Flipswap Lease, the Sublease, and the Consent in accordance with their respective terms. Commencing January 1, 2016 (the “Must-Take Commencement Date”), Tenant shall lease from Landlord, and Landlord shall lease to Tenant, the Must-Take Premises in accordance with the terms and conditions of this Lease, and accordingly the Must-Take Premises shall become a part of the initial Premises leased by Tenant pursuant to the terms of this Lease. The Term with respect to the Must-Take Premises shall end concurrently with the expiration of the Term of the initial Premises, unless sooner terminated or extended pursuant to this Lease. (b) Tenant’s obligation to pay Base Rent for the sole purpose Must-Take Premises (the “Must-Take Base Rent”) under this Lease shall commence on the Must-Take Commencement Date. The Must-Take Base Rent shall be payable at the same monthly rental rate per rentable square foot in effect with respect to the initial Premises on the Must-Take Commencement Date, and shall thereafter be increased concurrently with the increases in the Base Rent for the initial Premises, so that the monthly rental rate per rentable square foot of performing improvements or installing furniturethe Must-Take Premises is always equivalent to the monthly rental rate per rentable square foot for the initial Premises. The Must-Take Rent shall be paid in equal monthly installments in the same manner as the Base Rent for the initial Premises. Commencing on the Must-Take Commencement Date, equipment or other personal property.Tenant shall pay Tenant’s Pro Rata Share of Expenses and Taxes for the Must-Take Premises, in accordance with the provisions of Exhibit B attached hereto. Tenant’s Pro Rata Share with respect to the Must-Take Premises shall be 2.48% (7,493 square feet within the Must-Take Premises / 302,628 square feet within the Building). The Must-Take Base Rent shall be confirmed as part of the Statement of Tenant Regarding Lease Commencement in the form attached hereto as Exhibit G.

Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform The Landlord Work prior to and the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Base Building Work shall be deemed to be “Substantially Complete” on the later of (i) the date that all Landlord Work and Base Building Work has been performedperformed substantially in conformance with the Landlord Work Construction Drawings (as herein defined) (in the case of the Landlord Work) and the work list set forth in Exhibit C hereto (in the case of the Base Building Work) and, in all cases, the Work Letter attached hereto as Exhibit C hereto, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises; and (ii) the date Landlord receives (or would have received absent any Tenant Delays) from the appropriate governmental authorities, with respect to the Landlord Work performed by Landlord or its contractors in the Premises, all approvals (including at least a temporary certificate of occupancy) necessary for the occupancy of the Premises for the Permitted Use. If Landlord delivers a temporary certificate of occupancy, Landlord shall thereafter diligently pursue the issuance of a permanent certificate of occupancy by the appropriate governmental agency. If Landlord is actually delayed in the performance of the Landlord Work or the Base Building Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the Tenant’s specification of any materials or equipment with long lead times (each a “Tenant Delay”), the Landlord Work and the Base Building Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work and the Base Building Work and obtain from the appropriate governmental authorities with respect to the Landlord Work and the Base Building Work performed by Landlord or its contractors in the Premises, all approvals necessary for the occupancy of the Premises for the Permitted Use absent any Tenant Delay. Landlord shall use reasonable efforts to notify Tenant, orally or in writing, of any circumstances of which Landlord is aware that have caused or may cause a Tenant Delay, so that Tenant may take whatever action is appropriate to minimize or prevent such Tenant Delay. Notwithstanding anything to the contrary in Section 1.07 above, Landlord’s failure to Substantially Complete the Landlord Work or the Base Building Work by the Target Commencement Date (described in Section 1.07) shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall execute and deliver a commencement letter in the form attached as Exhibit D (the “Commencement Letter”). Tenant’s failure to execute and return the Commencement Letter, or to provide written objection to the statements contained in the Commencement Letter, within 30 days after the date of the Commencement Letter shall be deemed an approval by Tenant of the statements contained therein. If the Termination Date does not fall on the last day of a calendar month, then, notwithstanding anything in Section 1.03 or 1.07 to the contrary, Landlord, at its option, by written notice to Tenant, may elect to adjust the Termination Date to the last day of the calendar month in which the Termination Date would otherwise occur, in which event the Base Rent rate, per rentable square foot, applicable to the portion of such calendar month so added to the Term shall be the same as that which applies to the preceding portion of such calendar month. 3.02 Subject to Landlord’s obligation, if any, to perform the Landlord WorkWork in accordance with the Landlord Work Construction Drawings (as defined in Exhibit C) and the Base Building Work in accordance with the work list (as set forth in Exhibit C), the Premises are accepted by Tenant in “as is” condition and configuration as of the date of Tenant’s possession of the Premises without any representations or warranties by Landlord. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition. Notwithstanding the foregoing, Landlord shall be responsible for latent defects in the Landlord Work and the Base Building Work of which Tenant notifies Landlord to the extent that the correction of such defects is covered under warranties given Landlord by contractors or subcontractors performing the Landlord Work or the Base Building Work, as the case may be. Landlord shall pursue such claims under such warranties for enforcement. Landlord shall not be liable for a failure to deliver possession of the Premises or any other space due to the holdover or unlawful possession of such space by another party, however provided, however, Landlord shall use reasonable efforts to obtain possession of the any such space. The In such event, the Commencement Date for the Premises, or the commencement date for the such other space, in such eventas applicable, shall be postponed until the date Landlord delivers possession of the Premises such space to Tenant free from occupancy by any party. Except as otherwise provided in this Lease, Tenant shall not be permitted to take possession of or enter the Premises prior to the Commencement Date without Landlord’s permission. If Tenant takes possession of or enters the Premises before the Commencement Date, such possession Tenant shall be subject to the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. HoweverLease; provided, however, except for the cost of services requested by Tenant (e.g. freight elevator usageafter hours HVAC service), Tenant shall not be required to pay Rent for any days of entry or possession before the Commencement Date during which Tenant, with the approval of Landlord’s approval, has entered, or is in possession of of, the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal property. 3.03 If the Commencement Date has not occurred on or before the Outside Completion Date (defined below), Tenant shall be entitled to a day for day rent abatement following the Base Rent Abatement Period which shall be based on the number of days in the period beginning on the Outside Completion Date and ending on the day prior to the Commencement Date (the “Additional Rent Abatement Trigger Period”). Such additional rent abatement shall equal $1,469.22 for each day of the first 15 days of the Additional Rent Abatement Trigger Period, and $2,938.44 for each day starting on the 16th day of the Additional Rent Abatement Trigger Period through the day prior to the Commencement Date. For purposes hereof, the “Outside Completion Date” shall mean the date which is 120 days after the later of the date this Lease is properly executed and delivered by Tenant, the date all prepaid rental, and Security Deposits and/or Letter of Credit required under this Lease are delivered to Landlord, the date the building permit for the Landlord Work has been obtained, and, if applicable, the date all contingencies, if any, specified in this Lease have been satisfied or waived in writing by Landlord. Landlord and Tenant acknowledge and agree that: (i) the determination of the Commencement Date shall take into consideration the effect of any Tenant Delays by Tenant; and (ii) the Outside Completion Date shall be postponed by the number of days the Commencement Date is delayed due to events of Force Majeure.

Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the Tenant’s specification of any materials or equipment with long lead times (each a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. Notwithstanding anything to the contrary in Section 1.06 above, Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date (described in Section 1.06) shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall execute and deliver a commencement letter in the form attached as Exhibit D (the “Commencement Letter”). Tenant’s failure to execute and return the Commencement Letter, or to provide written objection to the statements contained in the Commencement Letter, within 30 days after the date of the Commencement Letter shall be deemed an approval by Tenant of the statements contained therein. If the Termination Date does not fall on the last day of a calendar month, then, notwithstanding anything in Section 1.03 or 1.06 to the contrary, Landlord, at its option, by written notice to Tenant, may elect to adjust the Termination Date to the last day of the calendar month in which the Termination Date would otherwise occur, in which event the Base Rent rate, per rentable square foot, applicable to the portion of such calendar month so added to the Term shall be the same as that which applies to the preceding portion of such calendar month. 3.02 Subject to Landlord’s obligation, if any, obligation to perform Landlord Work, the Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by Landlord. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition. Notwithstanding the foregoing, Landlord shall be responsible for latent defects in the Landlord Work of which Tenant notifies Landlord to the extent that the correction of such defects is covered under valid and enforceable warranties given Landlord by contractors or subcontractors performing the Landlord Work. Landlord, at its option, may pursue such claims directly or assign any such warranties to Tenant for enforcement. Tenant’s acceptance of the Premises shall be subject to Landlord’s obligation to correct portions of the Landlord Work as set forth on a construction punch list prepared by Landlord and Tenant in accordance with the terms hereof. Within 15 days after Substantial Completion of the Landlord Work, Landlord and Tenant shall together conduct an inspection of the Premises and prepare a “punch list” setting forth any portions of the Landlord Work that are not in conformity with the Landlord Work as required by the terms of this Lease. Notwithstanding the foregoing, at the request of Landlord, such construction punch list shall be mutually prepared by Landlord and Tenant prior to the date on which Tenant first begins to move its furniture, equipment or other personal property into the Premises. Landlord, as part of the Landlord Work, shall use good faith efforts to correct all such items within a reasonable time following the completion of the punch list. Except as otherwise provided in this Lease, Tenant shall not be liable for a failure permitted to deliver take possession of or enter the Premises or any other space due prior to the holdover or unlawful possession of such space by another party, however Landlord shall use reasonable efforts to obtain possession of the space. The commencement date for the space, in such event, shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any partyCommencement Date without Landlord’s permission. If Tenant takes possession of or enters the Premises before the Commencement Date, such possession Tenant shall be subject to the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. HoweverLease; provided, however, except for the cost of services requested by Tenant (e.g. freight elevator usageafter hours HVAC service), Tenant shall not be required to pay Rent for any days of entry or possession before the Commencement Date during which Tenant, with the approval of Landlord’s approval, has entered, or is in possession of of, the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal property. Landlord shall use reasonable efforts to provide Tenant with advance notice (which may be given orally) of the estimated Commencement Date at least 1 week prior to such estimated Commencement Date, but Landlord’s failure to accurately estimate the Commencement Date shall in no manner affect the Commencement Date or any other obligations of Landlord or Tenant hereunder. However, notwithstanding the foregoing but subject to the terms of this Section, Landlord grants Tenant the right to enter the Premises, at Tenant’s sole risk, fourteen (14) days prior to the Commencement Date, solely for the purpose of installing telecommunications and data cabling in the Premises, and installing equipment, furnishings and other personalty. Landlord may withdraw such permission to enter the Premises prior to the Commencement Date at any time that Landlord reasonably determines that such entry by Tenant is causing a dangerous situation for Landlord, Tenant or their respective contractors or employees, or if Landlord reasonably determines that such entry by Tenant is hampering or otherwise preventing Landlord from proceeding with the completion of Landlord’s Work at the earliest possible date. 3.03 Notwithstanding the foregoing, except to the extent caused by Tenant or any Tenant Related Parties (as defined in Section 13), the Base Building electrical, heating, ventilation and air conditioning, mechanical and plumbing systems shall be in good and working order and repair as of the date Landlord delivers possession of the Premises to Tenant. If the foregoing are not in good and working order as provided above, Landlord shall be responsible for repairing or restoring same at its cost and expense promptly, provided that Tenant has delivered written notice thereof to Landlord not later than 30 days following the date Landlord delivers possession of the Premises to Tenant. Notwithstanding the foregoing, but subject to Section 15 hereinbelow, Tenant, and not Landlord, shall be responsible, at its cost, for any repairs and for the correction of any defects that arise out of or in connection with the specific nature of Tenant’s business, the acts or omissions of Tenant, its agents, employees or contractors, Tenant’s arrangement of any furniture, equipment or other property in the Premises, any repairs, alterations, additions or improvements performed by or on behalf of Tenant and any design or configuration of the Premises created by or for Tenant which specifically results in such defect in the mechanical or electrical systems in the Premises.

Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will the last day of the Term as determined based upon the actual Commencement Date. LandlordAt either party’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Daterequest, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. D which commencement letter agreement shall be deemed accepted by Tenant if not executed and returned to Landlord by Tenant within 30 days after the date that Landlord delivers the commencement letter agreement to Tenant for execution. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. Except for Item 9 of the Work List set forth in the Work Letter, which shall be performed as set forth therein, Landlord agrees to perform the Landlord Work in each floor of the Premises concurrently with Tenant’s Initial Alterations in such portion of the Premises, unless Tenant has agreed in advance that such Landlord Work may be performed in the applicable Premises prior to Tenant’s Initial Alterations therein without interference to Tenant’s desired early occupancy of such Premises, if any. Subject to the foregoing, Landlord shall perform the Landlord Work in each floor of the Premises as soon as practicable and shall use commercially reasonable efforts to Substantially Complete such Landlord Work by the date of Tenant’s completion of the Initial Alterations on such floor (each a “Tenant Completion Date”), subject to the obligations of Tenant to cooperate in the performance of the Landlord Work and to provide Landlord with notice of the commencement and schedule of Tenant’s Initial Alterations pursuant to the Work Letter. The Landlord Work shall be deemed to be “Substantially Complete” on a given floor on the date that all such Landlord Work on such floor has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the applicable Premises. If Landlord is delayed in the performance of the any Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this LeaseLease or the Work Letter, Tenant’s failure to coordinate its schedule for the Initial Alterations with Landlord or to give Landlord reasonable advance notice of Tenant’s commencement thereof, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the or by Force Majeure, such Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant DelayDelay or Force Majeure. Landlord’s failure to Substantially Complete any Landlord Work by the applicable Tenant Completion Date shall not be a default by Landlord or otherwise render Landlord liable for damages; provided, however, that if Tenant is unable to legally occupy the applicable Premises for business purposes after the applicable Tenant Completion Date solely due to the failure of Landlord to Substantially Complete the applicable Landlord Work by such date (subject to Tenant Delays and Force Majeure as provided above), then for each day after the Tenant Completion Date that Tenant is so unable to occupy the applicable Premises, Tenant shall receive (i) one-half (1/2) day of Rent abatement with respect to such Premises for every one (1) day of such delay for the first 14 days of such delay in occupancy, and (ii) one (1) day of Rent abatement with respect to such Premises for every one (1) day of such delay in occupancy after the first 14 days of such delay. Landlord shall deliver possession of the Initial Premises to Tenant on the day immediately following the date of full execution of this Lease. Landlord shall deliver possession of the Additional Premises to Tenant on the day after Landlord recovers possession of the Additional Premises from the existing tenants therein, whether upon the expiration or earlier termination of such tenants’ rights to occupancy, which rights are currently scheduled to expire on December 31, 2004 as to Xxxxx 000 and June 30, 2005 as to Suite 700/725. If Landlord fails to deliver the Additional Premises on or before July 31, 2005 (the “Additional Premises Delivery Date”), Tenant shall receive (i) one (1) day of Rent abatement with respect to the applicable Additional Premises for every two (2) days of Landlord delivery delay commencing August 1, 2005 through and including August 31, 2005; (ii) one (1) day of Rent abatement with respect to the applicable Additional Premises for every one (1) day of Landlord delivery delay commencing September 1, 2005 through and including November 30, 2005 and (iii) two (2) days of Rent abatement with respect to the applicable Additional Premises for every one (1) day of Landlord delivery delay commencing December 1, 2005 through and including February 28, 2006. Notwithstanding the foregoing, Landlord and Tenant acknowledge and agree that the Additional Premises Delivery Date, and therefore, Landlord’s obligation to xxxxx Rent as set forth herein, shall be postponed by the number of days that delivery of the Additional Premises is delayed due to events of Force Majeure (defined in Section 26.03). If the Additional Premises shall not have been delivered by Landlord as of March 1, 2006, Tenant shall have the right to terminate the Lease as to the Additional Premises only with written notice to Landlord received by Landlord during the period commencing March 1, 2006 through March 15, 2006 provided the Additional Premises shall not have been delivered prior to Landlord’s receipt of such notice. Notwithstanding the partial termination of the Lease, Tenant shall receive any Rent abatement calculated for the Additional Premises for the period prior to March 1, 2006 as an offset to future Rent due and payable by Tenant for the Initial Premises (the “Additional Premises Rent Offset”). The Additional Premises Rent Offset following the partial lease termination shall be limited to one (1) month Rent applicable to the Initial Premises. 3.02 Subject to Landlord’s obligation, if any, to perform Landlord Work, the Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by Landlord. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition. Except as set forth in Section 3.01 above, Landlord shall not be liable for a failure to deliver possession of the Additional Premises or any other space due to the holdover or unlawful possession of such space by another party, however Landlord shall use commercially reasonable efforts to obtain possession of the space. The commencement date for Additional Premises upon the spaceexpiration of the exiting tenants’ rights to occupancy if the Additional Premises, in such eventincluding, if necessary, pursuit of an unlawful detainer action. 3.03 Tenant shall be postponed until entitled to perform improvements or install furniture, equipment or personal property within Suite 775 during the period commencing upon delivery to Tenant through including the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. If Tenant takes possession of the Premises before the Commencement Date, such possession shall be subject to the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord commencement for each day of possession before the Commencement DateSuite 775. However, except for the cost of services requested by Tenant (e.g. freight elevator usage)Tenant, Tenant shall not be required to pay Rent for any days of possession before the Commencement Date Rent commencement date for Suite 775 during which Tenant, with the approval of Landlord, Tenant is in possession of the Premises Suite 775 for the sole purpose of performing improvements or installing furniture, equipment or other personal property.

Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date, therefore: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will be the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. Tenant’s failure to execute and return the commencement letter, or to provide written objection to the statements contained in the letter, within 30 days after the date of the letter shall be deemed an approval by Tenant of the statements contained therein. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which the Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. 3.02 Subject to Landlord’s obligation, if any, obligation to perform Landlord Work, the Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by Landlord. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition. Landlord shall not be liable for a failure to deliver possession of the Premises or any other space due to the holdover or unlawful possession of such space by another party, however Landlord shall use reasonable efforts to obtain possession of the space. The commencement date for the space, in such event, shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. If Tenant takes possession of the Premises before the Commencement Date, such possession shall be subject to the terms and conditions of this Lease and Lease; however, Tenant shall not pay Rent (defined in Section 4.01) to Landlord for each day of its possession before the Commencement Date. However, Date [except for the cost of services requested by Tenant (e.g. freight elevator usagejanitorial service and after-hours HVAC)]. Subject to the terms of this Section 3.02., upon Landlord’s written notice to Tenant, Tenant shall have the right to enter the Premises, at Tenant’s sole risk, for any use permitted by this Lease, including the conduct of its business therein (which business is general office use and software research and development [including an electronics lab]). Landlord and Tenant agree and acknowledge that Landlord shall in no event provide such notice prior to the demising of the Premises. Landlord may withdraw its permission to enter the Premises prior to the Commencement Date at any time that Landlord reasonably determines that such entry by Tenant is causing a dangerous situation for Landlord, Tenant or their respective contractors or employees, or if Landlord reasonably determines that such entry by Tenant is hampering or otherwise preventing Landlord from proceeding with the completion of Landlord’s Work at the earliest possible date. Any delay in the completion of the Landlord Work which is caused by Tenant’s entry into the Premises for any purpose prior to the Commencement Date shall constitute a Tenant Delay. 3.03 If the Commencement Date has not occurred on or before the Outside Completion Date (defined below), Tenant shall not be required entitled to pay Rent for any days of possession before a rent abatement following the Commencement Date during which Tenantof $328.86 for every day in the period beginning on the Outside Completion Date and ending on the Commencement Date, with the approval provided that such rent abatement shall be of Landlord, is in no further force or effect at such time as Tenant takes possession of the Premises prior to the Commencement Date for purposes of conducting its business therein. The “Outside Completion Date” shall mean the sole purpose date which is 17 weeks after the date this Lease is mutually executed and delivered (which date shall be deemed to be the date of performing improvements or installing furniturethis Lease as set forth in the first paragraph of this Lease) and all prepaid rental, equipment or other personal propertyand the Security Deposit required under this Lease are delivered to Landlord. Landlord and Tenant acknowledge and agree that: (i) the determination of the Commencement Date shall take into consideration the effect of any Tenant Delays by Tenant; and (ii) the Outside Completion Date shall be postponed by the number of days the Commencement Date is delayed due to events of Force Majeure.

Adjustment of Commencement Date; Possession. 3.01 A. If Landlord is required to perform performing Landlord Work prior in the Premises, the Lease Term shall not commence until the later to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will the last day occur of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date and the date that Landlord has substantially completed the Landlord Work; provided, however, that if Landlord shall not be delayed in substantially completing the Landlord Work as a result of the occurrence of any of the following (a "Delay"): 1. Tenant's failure to furnish information in accordance with the Work Letter Agreement or to respond to any request by Landlord for any approval or information within any time period prescribed, or if no time period is prescribed, then within two (2) Business Days of such request; or 2. Tenant's insistence on materials, finishes or installations that have long lead times after having first been informed by Landlord that such materials, finishes or installations will cause a Delay provided, however, Landlord shall identify those materials, finishes or installations which constitute long lead items simultaneously with the approval or disapproval of Plans if any such items are called for in the Plans; or 3. Changes in any plans and specifications requested by Tenant; or 4. The performance or nonperformance by a person or entity employed by Tenant in the completion of any work (all such work and such persons or entities being subject to the prior approval of Landlord); or 5. Any request by Tenant that Landlord delay the completion of any of the Landlord Work; or 6. Any breach or default by Tenant in the performance of Tenant's obligations under this Lease; or 7. Any delay resulting from Tenant's having taken possession of the Premises for any reason prior to substantial completion of the Landlord Work; or 8. Any other delay chargeable to Tenant, its agents, employees or otherwise render Landlord liable independent contractors. then, for damages. Promptly after the determination purposes of determining the Commencement Date, the date of substantial completion shall be deemed to be the day that said Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth Work would have been substantially completed absent any such adjusted dateDelay(s). The Landlord Work shall be deemed to be “Substantially Complete” substantially completed on the date that Landlord's architect reasonably determines that all Landlord Landlord's Work has been performedperformed (or would have been performed absent any Delays), other than any details of construction, mechanical adjustment or any other similar matter, the non-completion noncompletion of which does not materially interfere with Tenant’s 's use of the Premises. If Landlord is delayed in the performance The adjustment of the Commencement Date and, accordingly, the postponement of Tenant's obligation to pay Rent shall be Tenant's sole remedy and shall constitute full settlement of all claims that Tenant might otherwise have against Landlord Work as a result by reason of the acts or omissions Premises not being ready for occupancy by Tenant on the Target Commencement Date. Landlord's architect's determination of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendorsCommencement Date shall be final and binding on all parties for all purposes, including, without limitation, changes requested determination of the date of commencement of the Lease Term and of Tenant's obligation to pay Rent hereunder. Promptly alter the determination of the Commencement Date by Tenant to approved plansLandlord's architect, Tenant’s failure to comply with any of its obligations under this Lease, or Landlord shall prepare a letter agreement (the specification of any materials or equipment with long lead times (a “Tenant Delay”)"Commencement Letter") setting forth the Commencement Date, the Termination Date and any other dates that are affected by the adjustment of the Commencement Date. Tenant, within five (5) days after receipt thereof from Landlord, shall execute the Commencement Letter and return the same to Landlord. Notwithstanding anything herein to the contrary, Landlord Work in its sole discretion, may elect, by written notice to Tenant, not to adjust the Commencement Date as provided above, in which case the Commencement Date shall be deemed to be Substantially Complete on the Target Commencement Date, provided that Rent shall not commence until the date that Landlord could reasonably Work has been substantially completed (or would have been expected to Substantially Complete substantially completed absent any Delays). Landlord shall provide Tenant with evidence of final inspection and approval of the Landlord Work absent by the City of Irvine. Absent any Tenant Delay, the Commencement Date shall not occur prior to such final inspection and approval of the Landlord Work by the City of Irvine. Notwithstanding anything herein to the contrary, if the Landlord Work is not substantially complete by the Target Commencement Date, Tenant shall be entitled to receive a per diem credit against Base Rent for each day in the period beginning on the Target Commencement Date and ending on the earlier to occur of (x) the day prior to the date on which the Landlord Work is substantially completed or (y) the day prior to the date the Landlord Work would have been substantially completed absent any Delay and events of Force Majeure. Such rent credit shall be applied against Base Rent beginning on the Commencement Date and continue from day to day thereafter until Tenant has received the full value of the Base Rent credit provided herein. In addition, if Landlord fails to substantially complete the Landlord Work by the sixtieth (60th) day following the Target Commencement Date (the "Outside Completion Date"), as the same may be extended due to Delays and Force Majeure, Tenant shall have the option to terminate this Lease effective the 30th day following the Outside Completion Date by giving Landlord notice on or before the fifth (5th) day following the Outside Completion Date, in which event such termination shall be Tenant's sole remedy. In the event of such termination, this Lease shall be deemed null and void and of no further force and effect and Landlord shall promptly refund all funds previously advanced by Tenant under this Lease and the parties hereto shall have no further responsibilities or obligations to each other with respect to this Lease. Notwithstanding the foregoing, if Landlord substantially completes the Landlord Work by the thirtieth (30th) day following the Outside Completion Date, Tenant's notice of termination shall be deemed withdrawn, null and void, and of no further force and effect. 3.02 B. Subject to Landlord’s obligation, if any, to perform the completion or correction of any items of Landlord Work, the Premises are accepted work set forth on a construction punchlist jointly prepared by Landlord and Tenant in “as is” condition and configuration without any representations or warranties good faith based on a walk through of the premises within fifteen (15) days after substantial completion by Landlord. By taking possession of the Premises, Tenant agrees is deemed to have: 1. accepted the Premises and agreed that the Premises are is in good order and satisfactory condition. , with no representation or warranty by Landlord shall not be liable for a failure as to deliver possession the condition or suitability of the Premises or any other space due of the Building for Tenant's use thereof; and 2. agreed that Landlord has no obligation to clean, decorate, alter, remodel, improve or repair the Premises or the Building unless said obligation is specifically set forth in this Lease. Notwithstanding anything contained herein to the holdover or unlawful possession of such space by another party, however Landlord shall use reasonable efforts to obtain possession of the space. The commencement date for the space, in such event, shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. If Tenant takes possession of the Premises before the Commencement Date, such possession shall be subject to the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. However, except for the cost of services requested by Tenant (e.g. freight elevator usage)contrary, Tenant shall not have one (1) year from the completion of Landlord Work in which to discover and notify Landlord of any latent defects in Landlord's Work. Landlord shall be required responsible for the correction of any latent defects with respect to pay Rent for which it received timely notice from Tenant. Landlord agrees to proceed in good faith and with reasonable diligence to complete or correct any days of possession before items set forth on the Commencement Date during which Tenant, with the approval of punchlist that Landlord, is in possession its reasonable judgment, deems to be in need of the Premises for the sole purpose of performing improvements correction or installing furniture, equipment or other personal propertycompletion.

Adjustment of Commencement Date; Possession. 3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. 3.02 Subject to Landlord’s obligation, if any, to perform Landlord Work, the Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by Landlord. A. By taking possession of the Premises, Tenant agrees is deemed to have accepted the Premises and agreed that the Premises are is in good order and satisfactory condition. , with no representation or warranty by Landlord as to the condition of the Premises or the Building or suitability thereof for Tenant's use. B. Notwithstanding anything to the contrary contained in this Lease, Landlord shall not be liable for obligated to tender possession of any portion of the Premises or other space leased by Tenant from time to time hereunder that, on the date possession is to be delivered, is occupied by a tenant or other occupant or that is subject to the rights of any other tenant or occupant, nor shall Landlord have any other obligations to Tenant under this Lease with respect to such space until the date Landlord: (1) recaptures such space from such existing tenant or occupant; and (2) regains the legal right to possession thereof. This Lease shall not be void or voidable nor otherwise affected by any such failure to deliver possession and Tenant shall have no claim for damages against Landlord as a result thereof, all of which are hereby waived and released by Tenant. If Landlord is prevented from delivering possession of the Premises or any other space to Tenant due to the holdover or unlawful holding over in possession of such space the Premises by another partya tenant or other occupant thereof, however Landlord shall use reasonable efforts to obtain regain possession of the spacePremises in order to deliver the same to Tenant. The commencement date for If the spaceLease Term is to be determined pursuant to Section 1.F(1) hereof, in such event, the Commencement Date shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. Tenant, in which event the Termination Date shall, at the option of Landlord, correspondingly be postponed on a per diem basis. C. If Tenant takes possession of the Premises before prior to the Commencement Date, such possession shall be subject to all the terms and conditions of this the Lease and Tenant shall pay Base Rent (defined in Section 4.01) and Additional Rent to Landlord for each day of possession before occupancy prior to the Commencement Date. HoweverNotwithstanding the foregoing, if Tenant, with Landlord's prior approval, takes possession of the Premises prior to the Commencement Date for the sole purpose of performing any Landlord-approved improvements therein or installing furniture, equipment or other personal property of Tenant, such possession shall be subject to all of the terms and conditions of the Lease, except for the cost of services requested by Tenant (e.g. freight elevator usage), that Tenant shall not be required to pay Rent for any days with respect to the period of possession before time prior to the Commencement Date during which Tenant performs such work. Tenant shall, however, be liable for the cost of any services (e.g. electricity, HVAC, freight elevators) that are provided to Tenant or the Premises during the period of Tenant, with 's possession prior to the approval of Landlord, is in Commencement Date. Nothing herein shall be construed as granting Tenant the right to take possession of the Premises prior to the Commencement Date, whether for construction, fixturing or any other purpose, without the sole purpose prior consent of performing improvements or installing furniture, equipment or other personal propertyLandlord.