Common use of CERTAIN PROVISIONS RELATING TO CONSTRUCTION Clause in Contracts

CERTAIN PROVISIONS RELATING TO CONSTRUCTION. 1. Tenant shall employ, as Tenant’s architects, Xxxxxxx & Will and Xxxxxx, Xxxxxx & Xxxxxxx, or, subject to the prior written approval of Landlord (not to be unreasonably withheld, conditioned or delayed) such other architect selected by Tenant, and, as its engineer, BarrettWoodyard or, subject to the prior written approval of Landlord (not to be unreasonably withheld, conditioned or delayed), such other engineer selected by Tenant, and, as its project manager, CB Xxxxxxx Xxxxx, for the preparation of the Phase I Tenant Construction Documents and other work on the Phase I Premises, and Landlord hereby approves Tenant’s use of Xxxxxxx & Will and Xxxxxx, Xxxxxx & Xxxxxxx, BarrettWoodyard, and CB Xxxxxxx Xxxxx. Landlord hereby also approves Xxxxxxxx as an architect and HESMA as the mechanical, electrical and plumbing engineer. In the event Tenant elects to not use Xxxxxxxx and/or HESMA (or such other consultant as reasonably selected by Landlord), Tenant shall reimburse Landlord’s reasonable, out-of-pocket costs for Xxxxxxxx and HESMA to review said Phase I Tenant Construction Documents. 2. At least fifteen (15) days prior to construction commencement, Tenant shall select, and enter into a direct construction contract with, the contractor to be used by Tenant from the following list of Landlord approved contractors (the “Outside Contractor”), or, subject to the prior written approval of Landlord (not to be unreasonably withheld, conditioned or delayed), such other contractor selected by Tenant, which shall complete all of the Phase I Tenant Work: Xxxxxx Construction Company The Xxxx Group Xxxxxxxxx & Xxxxxx Holder Construction Xxxx Construction 3. It shall be Tenant’s responsibility to ensure that the Outside Contractor shall (i) conduct its work in such a manner so as not to unreasonably interfere with any other construction occurring on or in the Building or the Phase I Premises; (ii) comply with the rules and regulations relating to the construction activities in or on the Building and Landlord’s base Building general contractor (the “General Contractor”), and such other reasonable rules and regulations, as may be promulgated from time to time by Landlord and Landlord’s General Contractor; (iii) maintain such insurance in force and effect as may be reasonably requested by Landlord or as required by applicable law (but in any event said insurance shall be in amounts at least equal to those required of the General Contractor); and (iv) be responsible for reaching agreement with Landlord and the General Contractor as to the terms and conditions for all Outside Contractor items relating to conducting its work, including but not limited to those matters relating to storage of materials and access to the Phase I Premises, provided, Landlord shall act reasonably and in good faith in conjunction therewith. As a condition precedent to Landlord’s approving the Outside Contractor under Paragraph 1 above, Tenant and the Outside Contractor shall deliver to Landlord such assurances or instruments to evidence the Outside Contractor’s compliance or agreement to comply with the provisions of this Paragraph 3. Landlord retains the right to make periodic inspections to assure conformity with the rules and regulations and with the plans and specifications. 4. Tenant shall indemnify and hold harmless Landlord and the General Contractor or any of Landlord’s other contractors from and against any and all losses, damages, costs (including costs of suits and attorneys’ fees), liabilities, or causes of action arising out of or relating to the work of the Outside Contractor, including but not limited to mechanics’, materialmen’s or other liens or claims (and all costs or expenses associated therewith) asserted, filed or arising out of any such work, provided, Tenant shall have no obligation to indemnify or hold harmless Landlord for any losses, damages, costs, liabilities or causes of action arising out of or relating to the negligence or intentional misconduct of Landlord, or its employees, agents, contractors or representatives. All materialmen, contractors, artisans, mechanics, laborers and other parties hereafter contracting with Tenant for the furnishing of any labor, services, materials, supplies or equipment with respect to any portion of the Phase I Premises are hereby charged with notice that they must look solely to Tenant for payment for same. Without limiting the generality of the foregoing, Tenant shall repair or cause to be repaired at its expense all damage caused by the Outside Contractor, its subcontractors or their employees. Any costs incurred by Landlord to repair any damage caused by the Outside Contractor or any costs incurred by Landlord in requiring the Outside Contractor’s compliance with the rules and regulations in Paragraph 3(ii) above will become the obligation of Tenant under this lease. 5. Tenant shall, at Tenant’s sole cost and expense, cause Tenant’s mechanical, electrical and plumbing engineer to prepare a report, in form and substance reasonably acceptable to Landlord, for the benefit of Landlord, certifying to the compliance of the work constructed by the Outside Contractor with the Phase I Tenant Construction Documents. 6. Unless Landlord otherwise agrees, the Outside Contractor shall not have access to the Phase I Premises, or be allowed to commence work therein, until Landlord releases and Tenant accepts the Phase I Premises. Landlord and Tenant will cooperate in good faith to document any deficiencies or incomplete items relative to the Phase I Premises so as not to cause any delay in work of the Outside Contractor. 7. Tenant and Landlord acknowledge that in order to expeditiously complete the Phase I Tenant Work, it may be desirable or necessary to stock materials or haul trash on hours and on days in addition to the normal working hours and normal working days (off-hours). Tenant shall reimburse Landlord for Landlord’s actual out-of-pocket expense without xxxx-up for costs Landlord incurs to provide such off-hours hoisting. Notwithstanding the above, Landlord shall make available to Tenant the Building’s permanent service elevator for Tenant’s Outside Contractor’s use upon the following conditions: (a) Use of the service elevator shall be scheduled by Tenant’s Outside Contractor with Landlord’s representative. (b) Tenant shall not be charged for use of the service elevator unless more than one tenant general contractor is working in the Building, in which event, at Landlord’s option, Landlord may furnish an elevator operator for the service elevator. Tenant shall reimburse Landlord for Landlord’s actual out-of-pocket expense for such elevator operator on a pro-rated cost with other contractors in the Building. Such pro-rated cost shall be based on the square footage under construction. (c) Landlord and Tenant acknowledge and agree that the Phase I Tenant Construction Documents contemplate the creation of the 9th Floor as a “crossover” floor such that it will be served by both the low rise and high rise elevator banks.

CERTAIN PROVISIONS RELATING TO CONSTRUCTION. 1. Tenant shall employ, as Tenant’s architects, Xxxxxxx & Will and Xxxxxx, Xxxxxx & Xxxxxxx, or, subject to the prior written approval of Landlord (not to be unreasonably withheld, conditioned or delayed) such other architect selected by Tenant, and, as its engineer, BarrettWoodyard or, subject to the prior written approval of Landlord (not to be unreasonably withheld, conditioned or delayed), such other engineer selected by Tenant, and, as its project manager, CB Xxxxxxx Xxxxx, for the preparation of the Phase I Tenant Construction Documents and other work on the Phase I Premises, and Landlord hereby approves Tenant’s use of Xxxxxxx & Will and Xxxxxx, Xxxxxx & Xxxxxxx, BarrettWoodyard, and CB Xxxxxxx Xxxxx. Landlord hereby also approves Xxxxxxxx as an architect and HESMA as the mechanical, electrical and plumbing engineer. In the event Tenant elects to not use Xxxxxxxx and/or HESMA (or such other consultant as reasonably selected by Landlord), Tenant shall reimburse Landlord’s reasonable, out-of-pocket costs for Xxxxxxxx and HESMA to review said Phase I Tenant Construction Documents. 2. At least fifteen thirty (1530) days prior to construction commencement, Tenant shall select, and enter into a direct construction contract with, obtain the prior written consent of Landlord as to the contractor to be used by Tenant from the following list of Landlord approved contractors (the “Outside Tenant’s Contractor”), or, subject to the prior written approval of Landlord (not to be unreasonably withheld, conditioned or delayed), such other contractor selected by Tenant, which shall complete all of the Phase I Tenant Work: Xxxxxx Construction Company The Xxxx Group Xxxxxxxxx & Xxxxxx Holder Construction Xxxx Construction. 32. It shall be Tenant’s responsibility to ensure that the Outside Tenant’s Contractor shall (i) conduct its work in such a manner so as not to unreasonably interfere with any other construction occurring on or in the Building or the Phase I Premises; (ii) comply with the rules and regulations relating to the construction activities in or on the Building and Landlord’s base Building general contractor (the “General Contractor”), and such other reasonable rules and regulations, as may be promulgated from time to time by Landlord and Landlord’s General Contractor; (iiia) maintain such insurance and bonds in force and effect as may be reasonably requested by Landlord or as required by applicable law (but in any event said insurance shall be in amounts at least equal to those required of the General Contractor)law; and (ive) be responsible for reaching agreement with Landlord and the General Landlord’s Contractor as to the terms and conditions for all Outside Tenant’s Contractor items relating to conducting its work, including but not limited to those matters relating to storage of materials and access to the Phase I Premises, provided, Landlord shall act reasonably and in good faith in conjunction therewith. As a condition precedent to Landlord’s approving the Outside Contractor under Paragraph 1 aboveTenant’s Contractor, Tenant and the Outside Tenant’s Contractor shall deliver to Landlord such assurances or instruments to evidence the Outside Tenant’s Contractor’s compliance or agreement to comply with the provisions of this Paragraph 3Paragraph. Landlord retains the right to make periodic inspections to assure conformity with the rules and regulations and with the plans and specifications. 43. Tenant shall indemnify and hold harmless Landlord and the General Landlord’s Contractor or and any of Landlord’s other contractors from and against any and all losses, damages, costs (including costs of suits and attorneys’ fees), liabilities, or causes of action arising out of or relating to the work of the Outside Tenant’s Contractor, including but not limited to mechanics’, materialmen’s or other liens or claims (and all costs or expenses associated therewith) asserted, filed or arising out of any such work, provided, Tenant shall have no obligation to indemnify or hold harmless Landlord for any losses, damages, costs, liabilities or causes of action arising out of or relating to the negligence or intentional misconduct of Landlord, or its employees, agents, contractors or representatives. All materialmen, contractors, artisans, mechanics, laborers and other parties hereafter contracting with Tenant for the furnishing of any labor, services, materials, supplies or equipment with respect to any portion of the Phase I Premises are hereby charged with notice that they must look solely to Tenant for payment for same. Without limiting the generality of the foregoing, Tenant shall repair or cause to be repaired at its expense all damage caused by the Outside Tenant’s Contractor, its subcontractors or their employees. Any costs incurred by Landlord to repair any damage caused by the Outside Tenant’s Contractor or any costs incurred by Landlord in requiring the Outside Contractor’s compliance with the rules and regulations in Paragraph 3(ii) above will become the obligation of Tenant under this leaseLease. 54. Tenant shall, at Tenant’s sole cost and expense, cause Tenant’s mechanical, electrical and plumbing engineer to prepare a report, in form and substance reasonably acceptable to Landlord, for the benefit of Landlord, certifying to the compliance of the work constructed by the Outside Tenant’s Contractor with the Phase I Tenant Construction Documents. 5. The failure of Tenant to comply with the requirements of this Exhibit E shall constitute a Default by Tenant under this Lease. 6. Unless Landlord otherwise agrees, the Outside Contractor The following provisions shall not have access apply to the Phase I Premises, or be allowed to commence work therein, until Landlord releases and Tenant accepts the Phase I Premises. Landlord and Tenant will cooperate in good faith to document any deficiencies or incomplete items relative to the Phase I Premises so as not to cause any delay in work of the Outside Contractor. 7. Tenant and Landlord acknowledge that in order to expeditiously complete the Phase I Tenant Work, it may be desirable or necessary to stock materials or haul trash on hours and on days in addition to the normal working hours and normal working days (offBuild-hours). Tenant shall reimburse Landlord for Landlord’s actual out-of-pocket expense without xxxx-up for costs Landlord incurs to provide such off-hours hoisting. Notwithstanding the above, Landlord shall make available to Tenant the Building’s permanent service elevator for Tenant’s Outside Contractor’s use upon the following conditionsout Improvements: (a) Use of the service elevator The Build-out Improvements shall be scheduled completed by Tenant’s Outside Contractor with Landlord’s representative. (b) The architects, engineers and contractors selected by Tenant to perform the Build-out Improvements shall be subject to the reasonable approval of Landlord. Tenant’s Contractor shall perform the Build-out Improvements in a first-class, workmanlike manner, using only good commercial grades of materials, in accordance with this Lease and the plans and specifications approved hereunder, Landlord’s insurance requirements and with all applicable legal requirements. The Build-out Improvements shall not commence until the Tenant’s Contractor has delivered to Landlord a copy of the building permit issued for the Build-out Improvements and evidence of insurance, both of which are satisfactory to Landlord in all respects. Upon completion of the Build-out Improvements, Tenant shall deliver to Landlord (i) evidence of payment, contractors’ affidavits and sworn statements, full and final detailed pay applications and waivers of lien from contractors and subcontractors for labor, services and materials confirming that all sums owed Tenant’s Contractor, including retainage, have been paid in full; (ii) evidence that all punchlist items and repairs to any portions of the Premises in connection with the Build-out Improvements have been completed; (iii) a certificate of occupancy for the Premises containing no qualifications or incomplete items; (iv) copies of warranties all from contractors and suppliers; (v) record drawings, in both electronic and paper form, reflecting as built conditions of the Premises; and (vi) all other documents required by Landlord (collectively, the “Close-Out Requirements”). 7. Except as provided in Paragraph 8, below, Tenant shall pay the cost of all of the Build-out Improvements, including without limitation the cost of all items necessary or desirable to complete the Build-out Improvements, such as the fees and expenses arising out of the preparation of Tenant’s Plans and Specifications, the fees and expenses of Tenant’s consultants and Tenant’s Contractor. Landlord agrees not to charge Tenant any construction management or supervisory fees as long as Tenant manages the Tenant’s Work. 8. Landlord shall not be charged for use obligated to fund the Build-out Allowance until Tenant has (i) satisfied all of the service elevator unless more than one tenant general contractor conditions for payment of the Build-out Allowance described in this Paragraph, (ii) met all of the Close-Out Requirements, and (iii) taken possession of all of the Build-out Space for purposes of conducting its business. The Build-out Allowance shall only be available within the first twenty-four (24) months of the Term (the “Build-out Completion Period”). Landlord shall have no obligation to fund any portion of the Build-out Allowance for which Tenant has not qualified within the Build-out Completion Period. THIS GUARANTY OF LEASE is working in made this 30th day of June, 2017, by CARRUS HEALTHCARE, LLC, a Texas limited liability company, TEXOMA HOSPITAL PARTNERS, LLC, a Texas limited liability company and CARRUS REHABILITATION HOSPITAL, LLC, a Texas limited liability company (collectively the Building“Guarantor”), in which eventfavor of GMR SHERMAN, at LLC, d/b/a GLOBAL MEDICAL REIT SHERMAN, LLC, a Delaware limited liability company (“Landlord’s option, Landlord may furnish an elevator operator for the service elevator. Tenant shall reimburse Landlord for Landlord’s actual out-of-pocket expense for such elevator operator on a pro-rated cost with other contractors in the Building. Such pro-rated cost shall be based on the square footage under construction”). (c) Landlord and Tenant acknowledge and agree that the Phase I Tenant Construction Documents contemplate the creation of the 9th Floor as a “crossover” floor such that it will be served by both the low rise and high rise elevator banks.

CERTAIN PROVISIONS RELATING TO CONSTRUCTION. 1A. All construction of the Lessee Improvement Work shall be completed by Lessor’s contractors, subcontractors, and other service providers selected at Lessor’s sole discretion. Tenant shall employAll work to the Core and Shell, as Tenantdefined below, shall be paid by Lessor, and Lessee’s architectsImprovement Work shall consist of all work beyond the Core and Shell as described in the Lessee Improvement Construction Drawings. For the purposes of this Exhibit, Xxxxxxx & Will Lessor’s Building Standards shall be further defined as two components -the Core and XxxxxxShell and Finish Construction: The Shell and Core shall be defined as: The exterior wall (Shell) will be finished with glass, Xxxxxx & Xxxxxxxand related structural framing members as well as insulated gypsum board wall material finishing the interior wall construction above, orbelow, subject and between the window openings. Gypsum board material will be taped, mudded and sanded to a level ready to be primed and painted. The core construction (Core) will consist of the stairs, elevators, restrooms, mechanical shafts, basic electrical and data closets. Electrical and data closets will have only the conduits and panels dead ended in each closet ready to be extended and connected as required by the Lessee. (Equipment racks, punch down panels, office systems wiring are not considered part of core building construction). Elevator, stair, and restroom finishes will be those selected by the building owner to be consistent throughout the entire Office Building. Mechanical system will be finished to the prior VAV distribution boxes (the number of VAV boxes required of an entirely finished open office floor) or similar point ready for further distribution to the tenant spaces. HVAC system controls will be minimal control at the VAV boxes. Electrical service will be to the electrical closets on each level only. Lighting will consist of only those lights required by the building code for exiting and minimal footcandle requirements. Finish Construction Shall be defined as: Finish Construction shall be all other improvements above and beyond the shell and core as defined above which completes Lessor’s Building Standards. This includes the following: The interior walls shall be primed and painted with the same color, sheen and quality of product applied to all finish floors within the Office Building. Finish Flooring consisting of carpet and tile and shall be applied using products of the same color and quality of all finished floors within the Office Building. Acoustical Ceiling Tiles and lighting shall be installed to the same standard and quality of all finished floors within the Office Building. Window treatments shall be installed of the same quality and color of all finished floors within the Office Building. The finish construction will all consist of construction and finish of the core conference rooms, oasis and quiet rooms. B. Once the Lessee Improvement Construction Drawings are approved, Lessee may make Material or non-material changes to the Lessee Improvement Work upon written notice of said changes to Lessor, which shall include drawing and specifications outlining the proposed revisions to the Lessee Improvement Plan. Lessor, at its sole option may, approve or disapprove said changes within five (5) days which approval of Landlord (shall not to be unreasonably withheld. If said changes are approved, conditioned or delayed) such other architect selected by Tenant, and, as its engineer, BarrettWoodyard or, subject to the prior written approval of Landlord (not to be unreasonably withheld, conditioned or delayed), such other engineer selected by Tenant, and, as its project manager, CB Xxxxxxx Xxxxx, for the preparation of the Phase I Tenant Construction Documents and other work on the Phase I Premises, and Landlord hereby approves Tenant’s use of Xxxxxxx & Will and Xxxxxx, Xxxxxx & Xxxxxxx, BarrettWoodyard, and CB Xxxxxxx Xxxxx. Landlord hereby also approves Xxxxxxxx as an architect and HESMA as the mechanical, electrical and plumbing engineer. In the event Tenant elects to not use Xxxxxxxx and/or HESMA (or such other consultant as reasonably selected by Landlord), Tenant Lessee shall reimburse Landlord’s reasonable, out-of-pocket costs for Xxxxxxxx and HESMA to review said Phase I Tenant Construction Documents. 2. At least fifteen (15) days prior to construction commencement, Tenant shall select, and enter into a direct construction contract with, the contractor to be used by Tenant from the following list of Landlord approved contractors (the “Outside Contractor”), or, subject to the prior written approval of Landlord (not to be unreasonably withheld, conditioned or delayed), such other contractor selected by Tenant, which shall complete all of the Phase I Tenant Work: Xxxxxx Construction Company The Xxxx Group Xxxxxxxxx & Xxxxxx Holder Construction Xxxx Construction 3. It shall be Tenant’s responsibility to ensure that the Outside Contractor shall (i) conduct its work in such a manner so as not to unreasonably interfere with any other construction occurring on or in the Building or the Phase I Premises; (ii) comply with the rules and regulations relating to the construction activities in or on the Building and Landlord’s base Building general contractor (the “General Contractor”), and such other reasonable rules and regulations, as may be promulgated from time to time by Landlord and Landlord’s General Contractor; (iii) maintain such insurance in force and effect as may be reasonably requested by Landlord or as required by applicable law (but in any event said insurance shall be in amounts at least equal to those required of the General Contractor); and (iv) be responsible for reaching agreement with Landlord and the General Contractor all Additional Costs as to the terms and conditions for all Outside Contractor items relating to conducting its work, including but not limited to those matters relating to storage of materials and access to the Phase I Premises, provided, Landlord shall act reasonably and in good faith in conjunction therewith. As a condition precedent to Landlord’s approving the Outside Contractor under Paragraph 1 above, Tenant and the Outside Contractor shall deliver to Landlord such assurances or instruments to evidence the Outside Contractor’s compliance or agreement to comply with the provisions described Part V of this Paragraph 3. Landlord retains the right to make periodic inspections to assure conformity with the rules and regulations and with the plans and specificationsExhibit “C”. 4. Tenant shall indemnify and hold harmless Landlord and the General Contractor or any of Landlord’s other contractors from and against any and all losses, damages, costs (including costs of suits and attorneys’ fees), liabilities, or causes of action arising out of or relating to the work of the Outside Contractor, including but not limited to mechanics’, materialmen’s or other liens or claims (and all costs or expenses associated therewith) asserted, filed or arising out of any such work, provided, Tenant shall have no obligation to indemnify or hold harmless Landlord for any losses, damages, costs, liabilities or causes of action arising out of or relating to the negligence or intentional misconduct of Landlord, or its employees, agents, contractors or representatives. All materialmen, contractors, artisans, mechanics, laborers and other parties hereafter contracting with Tenant for the furnishing of any labor, services, materials, supplies or equipment with respect to any portion of the Phase I Premises are hereby charged with notice that they must look solely to Tenant for payment for same. Without limiting the generality of the foregoing, Tenant shall repair or cause to be repaired at its expense all damage caused by the Outside Contractor, its subcontractors or their employees. Any costs incurred by Landlord to repair any damage caused by the Outside Contractor or any costs incurred by Landlord in requiring the Outside Contractor’s compliance with the rules and regulations in Paragraph 3(ii) above will become the obligation of Tenant under this lease. 5. Tenant shall, at Tenant’s sole cost and expense, cause Tenant’s mechanical, electrical and plumbing engineer to prepare a report, in form and substance reasonably acceptable to Landlord, for the benefit of Landlord, certifying to the compliance of the work constructed by the Outside Contractor with the Phase I Tenant Construction Documents. 6. Unless Landlord otherwise agrees, the Outside Contractor shall not have access to the Phase I Premises, or be allowed to commence work therein, until Landlord releases and Tenant accepts the Phase I Premises. Landlord and Tenant will cooperate in good faith to document any deficiencies or incomplete items relative to the Phase I Premises so as not to cause any delay in work of the Outside Contractor. 7. Tenant and Landlord acknowledge that in order to expeditiously complete the Phase I Tenant Work, it may be desirable or necessary to stock materials or haul trash on hours and on days in addition to the normal working hours and normal working days (off-hours). Tenant shall reimburse Landlord for Landlord’s actual out-of-pocket expense without xxxx-up for costs Landlord incurs to provide such off-hours hoisting. Notwithstanding the above, Landlord shall make available to Tenant the Building’s permanent service elevator for Tenant’s Outside Contractor’s use upon the following conditions: (a) Use of the service elevator shall be scheduled by Tenant’s Outside Contractor with Landlord’s representative. (b) Tenant shall not be charged for use of the service elevator unless more than one tenant general contractor is working in the Building, in which event, at Landlord’s option, Landlord may furnish an elevator operator for the service elevator. Tenant shall reimburse Landlord for Landlord’s actual out-of-pocket expense for such elevator operator on a pro-rated cost with other contractors in the Building. Such pro-rated cost shall be based on the square footage under construction. (c) Landlord and Tenant acknowledge and agree that the Phase I Tenant Construction Documents contemplate the creation of the 9th Floor as a “crossover” floor such that it will be served by both the low rise and high rise elevator banks.

CERTAIN PROVISIONS RELATING TO CONSTRUCTION. 1. Tenant shall employ, as Tenant’s architects, Xxxxxxx & Will and Xxxxxx, Xxxxxx & Xxxxxxx, or, subject to the prior written approval of Landlord (not to be unreasonably withheld, conditioned or delayed) such other architect selected by Tenant, and, as its engineer, BarrettWoodyard or, subject to the prior written approval of Landlord (not to be unreasonably withheld, conditioned or delayed), such other engineer selected by Tenant, and, as its project manager, CB Xxxxxxx Xxxxx, for the preparation of the Phase I Tenant Construction Documents and other work on the Phase I Premises, and Landlord hereby approves Tenant’s use of Xxxxxxx & Will and Xxxxxx, Xxxxxx & Xxxxxxx, BarrettWoodyard, and CB Xxxxxxx Xxxxx. Landlord hereby also approves Xxxxxxxx as an architect and HESMA as the mechanical, electrical and plumbing engineer. In the event Tenant elects to not use Xxxxxxxx and/or HESMA (or such other consultant as reasonably selected by Landlord), Tenant shall reimburse Landlord’s reasonable, out-of-pocket costs for Xxxxxxxx and HESMA to review said Phase I Tenant Construction Documents. 2. At least fifteen (15) days prior A. Prior to construction commencement, Tenant shall select, and enter into a direct construction contract with, obtain the prior written consent of Landlord as to the general contractor to be used by Tenant from the following list of Landlord approved contractors (the “Outside Contractor”), or, subject to the prior written approval of Landlord (which AFDOCS//21459967 consent shall not to be unreasonably withheld, conditioned or delayed. Landlord hereby approves [redacted] as Tenant’s Outside Contractor. Tenant will be required to execute a contract (the “Construction Contract”), such on a standard AIA Document or other contractor form reasonably approved by Landlord, with the selected by Tenant, which shall complete all Outside Contractor for the construction of the Phase I Premises. Unless Landlord reasonably disapproves (with reasonably specificity) the Construction Contract within five (5) business days after a copy has been delivered to Landlord, the proposed Construction Contract shall be deemed approved by Landlord. The Construction Contract will in all events include (i) a copy of the Building construction rules and regulations set forth on Schedule C-2 Attached hereto, and (ii) copies of the documents necessary for payment as described in this Work Letter. Tenant Workand Outside Contractor will certify to Landlord (by providing documentation thereof) the total cost of the Tenant Work contained in the Construction Contract. In the event the total cost of the Tenant Work contained in the Construction Contract exceeds the Tenant Improvement Allowance (the “Excess”), Tenant shall be solely liable for such Excess. The Construction Contract will provide, among other provisions, that the Tenant notify the Landlord in writing, and provide them with sufficient time to review and approve, of any material change in the Tenant Work after the Landlord Approval Date of the Tenant Construction Documents. The Outside Contractor shall use or select Landlord approved subcontractors who may carry out work related to the following critical Building systems: Xxxxxx Construction Company The Xxxx Group Xxxxxxxxx & Xxxxxx Holder Construction Xxxx Construction(iii) fire alarm tie-in and programming, (iv) Building controls (v) roofing and (vi) keying, provided that the fees charged are competitive. Landlord shall have the right to reasonably approve major subcontractors, and if Landlord fails to disapprove (with reasonably specificity) any prospective subcontractor within [redacted] after notice, such subcontractor(s) shall be deemed approved by Landlord. 3. B. It shall be Tenant’s responsibility to ensure that the Outside Contractor shall (i) conduct its work in such a manner so as not to unreasonably interfere with any other construction occurring on or in the Building or the Phase I Premises; (ii) comply with the rules and regulations relating to the construction activities on or in or on the Building and Landlord’s base Building general contractor (the “General Contractor”)Building, and such other reasonable rules and regulations, as may be promulgated from time to time by Landlord Landlord; and Landlord’s General Contractor; (iii) maintain such insurance as set forth in force and effect as may be reasonably requested by Landlord or as required by applicable law (but in any event said insurance shall be in amounts at least equal to those required Section 19 of the General Contractor); and (iv) be responsible for reaching agreement with Landlord and the General Contractor as to the terms and conditions for all Outside Contractor items relating to conducting its work, including but not limited to those matters relating to storage of materials and access to the Phase I Premises, provided, Landlord shall act reasonably and in good faith in conjunction therewith. As a condition precedent to Landlord’s approving the Outside Contractor under Paragraph 1 above, Tenant and the Outside Contractor shall deliver to Landlord such assurances or instruments to evidence the Outside Contractor’s compliance or agreement to comply with the provisions of this Paragraph 3Lease. Landlord retains the right to make periodic inspections to assure conformity with the rules and regulations and with the plans and specificationsTenant Construction Documents. The Outside Contractor shall perform no work which causes interference with the normal business operations of other tenants in the Building. 4. C. Tenant shall indemnify and hold harmless Landlord and the General Contractor or any of Landlord’s other contractors from and against any and all losses, damages, costs (including costs of suits and reasonable attorneys’ fees), liabilities, or causes of action arising out of or relating to the work of the Outside Contractor, including including, but not limited to mechanics’, materialmen’s or other liens or claims (and all costs or expenses associated therewith) asserted, filed or arising out of any such work, provided, Tenant shall have no obligation unless and to indemnify or hold harmless Landlord for any losses, damages, costs, liabilities or causes of action arising out of or relating to the extent caused by the negligence or intentional willful misconduct of Landlord, or its employees, agents, contractors or representativesemployees. All materialmen, contractors, artisans, mechanics, laborers and other parties hereafter contracting with Tenant for the furnishing of any labor, services, materials, supplies or equipment with respect to any portion of the Phase I Premises are hereby charged with notice that they must look solely to Tenant for payment for same. Without limiting the generality of the foregoing, Tenant shall AFDOCS//21459967 repair or cause to be repaired at its expense all damage caused by the Outside Contractor, its subcontractors or their employees. Any costs incurred by Landlord to repair any damage caused by the Outside Contractor or any costs incurred by Landlord in requiring the Outside Contractor’s compliance with the rules and regulations in Paragraph 3(ii2(ii) above will become the obligation of Tenant under this leaseLease. 5. Tenant shall, at Tenant’s sole cost and expense, cause Tenant’s mechanical, electrical and plumbing engineer to prepare a report, in form and substance reasonably acceptable to Landlord, for the benefit of Landlord, certifying to the compliance of the work constructed by the Outside Contractor with the Phase I Tenant Construction Documents. 6. D. Unless Landlord otherwise agrees, the Outside Contractor shall not have access to the Phase I Premises, or be allowed to commence work therein, until Landlord releases and Tenant accepts and Tenant’s Outside Contractor accept the Phase I PremisesPremises pursuant to this Lease. Landlord and Tenant will cooperate in good faith to document any deficiencies or incomplete items relative to the Phase I Premises so as not to cause any delay in work of the Outside Contractor. Landlord will provide, at Tenant expense and at Tenant’s written request, any after-hours HVAC or building personnel (i.e. security) requested by the Outside Contractor or required by the building rules and regulations at the Landlord’s then standard rates. For purposes of this paragraph, “after hours” means after 6:00 p.m. (Monday – Friday) or after 2:00 (Saturday) or on Sundays or holidays when the Building is closed. 7. E. The Tenant Work shall be deemed to be “Substantially Completed” upon the later of: (i) issuance of a temporary certificate of occupancy or certificate of occupancy or other documentation allowing Tenant to occupy the Premises for the permitted use issued by the appropriate governmental authority or (ii) the date upon which the Tenant Work is fully completed (but not including completion of minor final “punch list” items). F. [Intentionally Omitted] G. The failure of Tenant to comply with the requirements of this Section VII, which continues after the applicable notice and Landlord acknowledge that cure period in order to expeditiously complete the Phase I Lease, shall constitute a default by Tenant under this Lease. H. Upon completion of the Tenant Work, it may be desirable or necessary to stock materials or haul trash on hours and on days in addition to the normal working hours and normal working days (off-hours). Tenant shall reimburse Landlord for Landlord’s actual out-of-pocket expense without xxxx-up for costs Landlord incurs to provide such off-hours hoisting. Notwithstanding the abovefurnish, Landlord shall make available to Tenant the Building’s permanent service elevator for or cause Tenant’s Outside Contractor’s use upon Contractor to furnish, all close-out documentation, as described in Schedule C-3 attached hereto, and as-built drawings, in form and substance acceptable to Landlord, for the following conditions: (a) Use benefit of Landlord and Tenant, certifying to the compliance of the service elevator shall be scheduled work constructed by the Tenant’s Outside Contractor with Landlord’s representativethe Construction Documents. (b) Tenant shall not be charged for use of the service elevator unless more than one tenant general contractor is working in the Building, in which event, at Landlord’s option, Landlord may furnish an elevator operator for the service elevator. Tenant shall reimburse Landlord for Landlord’s actual out-of-pocket expense for such elevator operator on a pro-rated cost with other contractors in the Building. Such pro-rated cost shall be based on the square footage under construction. (c) Landlord and Tenant acknowledge and agree that the Phase I Tenant Construction Documents contemplate the creation of the 9th Floor as a “crossover” floor such that it will be served by both the low rise and high rise elevator banks.

CERTAIN PROVISIONS RELATING TO CONSTRUCTION. 1For any additional costs incurred by Tenant during the course of construction which Tenant’s responsibility. Tenant shall employpay to Landlord all amounts due Landlord from Tenant under the terms of this Landlord Construction Rider within ten (10) days following delivery of Landlord’s notice therefor, as Tenant’s architects, Xxxxxxx & Will and Xxxxxx, Xxxxxx & Xxxxxxx, or, subject to the prior written approval of Landlord (not to which notices or invoices shall be unreasonably withheld, conditioned rendered monthly or delayed) at such other architect selected by Tenant, and, intervals as its engineer, BarrettWoodyard or, subject to the prior written approval Landlord shall determine. Such amounts shall be deemed additional rental payable hereunder for all purposes of this Lease. Landlord (not to be unreasonably withheld, conditioned or delayed), such other engineer selected by Tenant, and, as its project manager, CB Xxxxxxx Xxxxx, for the preparation shall promptly notify Tenant in writing of the Phase I substantial completion of construction of the Work. Tenant Construction Documents and other work on the Phase I Premises, and Landlord hereby approves Tenant’s use of Xxxxxxx & Will and Xxxxxx, Xxxxxx & Xxxxxxx, BarrettWoodyard, and CB Xxxxxxx Xxxxx. Landlord hereby also approves Xxxxxxxx as an architect and HESMA as the mechanical, electrical and plumbing engineer. In agrees that in the event Tenant elects to not use Xxxxxxxx and/or HESMA (or such other consultant as reasonably selected by Landlord), Tenant shall reimburse Landlord’s reasonable, out-of-pocket costs for Xxxxxxxx and HESMA to review said Phase I Tenant Construction Documents. 2. At least fifteen (15) days prior to construction commencement, Tenant shall select, and enter into a direct construction contract with, the contractor to be used by Tenant from the following list of Landlord approved contractors (the “Outside Contractor”), or, subject to the prior written approval of Landlord (not to be unreasonably withheld, conditioned or delayed), such other contractor selected by Tenant, which shall complete all of the Phase I Tenant Work: Xxxxxx Construction Company The Xxxx Group Xxxxxxxxx & Xxxxxx Holder Construction Xxxx Construction 3. It shall be Tenant’s responsibility to ensure that the Outside Contractor shall (i) conduct its work make any changes in the working drawings or Work or improvements required thereby (notwithstanding Landlord’s approval of such a manner so as not to changes), or (ii) directly or indirectly through any person, firm or corporation employed by Tenant, unreasonably interfere with or delay the work of Landlord’s contractor, or (iii) delay in making payment to Landlord of any other cost which is Tenant’s responsibility hereunder, or (iv) request materials, finishes, or installations which require a longer delivery time or construction occurring on period than normal office improvements would require and which were not specified and authorized by Tenant in time to be timely received and installed so as to timely permit subsequent construction, or (v) cause any delay in Landlord’s completion of the Building Premises through any fault or negligence of Tenant or its agents, thereby delaying Landlord’s tendering of possession of the Phase I Premises; (ii) comply with , or Tenant’s occupancy of the rules and regulations relating to Premises, beyond the construction activities in date which would have been the Rent Commencement Date of this Lease but for such changes or delays, then Tenant shall commence payment of all rentals provided for herein on the Building and Landlord’s base Building general contractor (date which would have been the “General Contractor”)Rent Commencement Date of this Lease, but for such changes or delays, and such other reasonable rules and regulations, as may date shall be promulgated the Rent Commencement Date of this Lease for all purposes. Tenant shall be entitled to enter the Premises from time to time by Landlord and during the course of Landlord’s General Contractor; (iii) maintain such insurance in force and effect Work as may be reasonably requested necessary for Tenant’s space planning or inspection purposes, or for the installation by Tenant of its fixtures or equipment provided (i) Tenant notifies Landlord in advance of such proposed entry and coordinates such entry so as to be accompanied by Landlord or Landlord’s Representative, (ii) Tenant does not hinder or interfere with construction of the Premises or the activities of Landlord’s contractors, and (iii) Tenant takes such reasonable protective precautions or measures for Landlord and/or Tenant as required Landlord may reasonably request, given the stage of construction of the Building and/or the Premises at the time of such entry, including (if appropriate) execution of releases from liability for Landlord or Landlord s contractors from injuries sustained by applicable law Tenant in the Building during such entry. At any time after substantial completion of the Landlord’s Work and prior to Tenant’s installation of its fixtures, equipment and furnishings in the Premises, Tenant may inspect (but with Landlord) the Premises and furnish to Landlord a “punch list” of errors (if any) and omissions (if any) in the construction of the Premises known to Tenant to exist. Any disputes between Landlord and Tenant concerning any event said insurance punch list item not resolved by Landlord and Tenant shall be in amounts at least equal to those required decided by the Architect preparing the Working Drawings, and any such decision shall be binding on Landlord and Tenant. Upon receipt of the General Contractor); and (iv) be responsible for reaching agreement with Landlord and the General Contractor as to the terms and conditions for all Outside Contractor items relating to conducting its work, including but not limited to those matters relating to storage of materials and access to the Phase I Premises, providedpunch list, Landlord shall act promptly correct (or cause the contractor to correct) such errors and omissions. A failure by Tenant to include on the punch list any error or omission reasonably apparent upon reasonable inspection and inquiry shall constitute a waiver and release by Tenant of any claim or cause of action for damages from Landlord resulting from such error or omission. Except for punch list items which materially interfere with Tenant’s ability to operate its business on and from the Premises, the existence of the punch list (and completion of the items listed thereon) shall not delay commencement of the term of this Lease nor affect Tenant’s obligation to occupy the Premises and to pay rentals in good faith in conjunction therewith. As a condition precedent to Landlord’s approving the Outside Contractor under Paragraph 1 above, Tenant and the Outside Contractor shall deliver to Landlord such assurances or instruments to evidence the Outside Contractor’s compliance or agreement to comply accordance with the provisions of this Paragraph 3Lease. Landlord retains the right Any failure of Tenant to make periodic inspections to assure conformity comply with the rules requirements of this Landlord Construction Rider shall constitute a default by Tenant under the Lease and regulations Landlord shall have and with may pursue all remedies available to Landlord under the plans Lease, at law or in equity. area forming a part of that certain Office Lease (the -‘Lease”) dated Annexed to 2014 by and specificationsbetween RCS — INTERLOCKEN 100, LLC, a Colorado limited liability company (“Landlord ) and FEEL THE WORLD, INC. 4, a Delaware corporation (“Tenant”). The undersigned, Xxxxxx Xxxxxx and Xxxx Phoenix (“collectively, the Guarantor”), whose address is 13598 Xxx Xxxxx, #202; Xxxxxxxxxx, XX 00000, as a material inducement to Landlord to lease the Premises described in the annexed Lease to the above named Tenant, does hereby covenant and agree as follows: I If Tenant shall indemnify and hold harmless Landlord and default in the General Contractor or performance of any of Landlordthe covenants and obligations of said Lease on Tenant's part to be performed (including payment of all amounts due thereunder), then Guarantor shall on demand perform the covenants and obligations of the Lease on Tenant’s other contractors from part to be performed and against shall on demand pay to Landlord any and all losses, damages, costs (including costs of suits and attorneys’ fees), liabilities, or causes of action arising out of or relating to the work of the Outside Contractor, including but not limited to mechanics’, materialmen’s or other liens or claims (and all costs or expenses associated therewith) asserted, filed or arising out of any such work, provided, Tenant shall have no obligation to indemnify or hold harmless Landlord for any losses, damages, costs, liabilities or causes of action arising out of or relating to the negligence or intentional misconduct of Landlord, or its employees, agents, contractors or representatives. All materialmen, contractors, artisans, mechanics, laborers and other parties hereafter contracting with Tenant for the furnishing of any labor, services, materials, supplies or equipment with respect to any portion of the Phase I Premises are hereby charged with notice that they must look solely to Tenant for payment for same. Without limiting the generality of the foregoing, Tenant shall repair or cause to be repaired at its expense all damage caused by the Outside Contractor, its subcontractors or their employees. Any costs incurred by Landlord to repair any damage caused by the Outside Contractor or any costs incurred by Landlord in requiring the Outside Contractor’s compliance with the rules and regulations in Paragraph 3(ii) above will become the obligation of Tenant under this lease. 5. Tenant shall, at Tenant’s sole cost and expense, cause Tenant’s mechanical, electrical and plumbing engineer to prepare a report, in form and substance reasonably acceptable sums due to Landlord, for the benefit including all damages and expenses that may arise in consequence of LandlordTenant’s default, certifying to the compliance and Guarantor does hereby waive all requirements of notice of the work constructed by the Outside Contractor with the Phase I Tenant Construction Documents. 6. Unless Landlord otherwise agrees, the Outside Contractor shall not have access to the Phase I Premises, acceptance of this Guaranty and all requirements of notice of breach or be allowed to commence work therein, until Landlord releases and Tenant accepts the Phase I Premises. Landlord and Tenant will cooperate in good faith to document any deficiencies or incomplete items relative to the Phase I Premises so as not to cause any delay in work of the Outside Contractor. 7. Tenant and Landlord acknowledge that in order to expeditiously complete the Phase I Tenant Work, it may be desirable or necessary to stock materials or haul trash on hours and on days in addition to the normal working hours and normal working days (off-hours). Tenant shall reimburse Landlord for Landlord’s actual out-of-pocket expense without xxxx-up for costs Landlord incurs to provide such off-hours hoisting. Notwithstanding the above, Landlord shall make available to Tenant the Building’s permanent service elevator for Tenant’s Outside Contractor’s use upon the following conditions: (a) Use of the service elevator shall be scheduled nonperformance by Tenant’s Outside Contractor with Landlord’s representative. (b) Tenant shall not be charged for use of the service elevator unless more than one tenant general contractor is working in the Building, in which event, at Landlord’s option, Landlord may furnish an elevator operator for the service elevator. Tenant shall reimburse Landlord for Landlord’s actual out-of-pocket expense for such elevator operator on a pro-rated cost with other contractors in the Building. Such pro-rated cost shall be based on the square footage under construction. (c) Landlord and Tenant acknowledge and agree that the Phase I Tenant Construction Documents contemplate the creation of the 9th Floor as a “crossover” floor such that it will be served by both the low rise and high rise elevator banks.